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Published: 2018-07-25 06:47:25 ET
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6-K 1 bsbrdfifrs2q18_6k.htm DF IFRS 2Q18 bsbrdfifrs2q18_6k.htm - Generated by SEC Publisher for SEC Filing


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

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

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


 

BANCO SANTANDER (BRASIL) S.A.     
INTERIM CONSOLIDATED FINANCIAL STATEMENTS     
 
TABLE OF CONTENTS    Page 
 
Review Report of Independent Registered Public Accounting Firm   1 
Consolidated Balance Sheets  4 
Consolidated Income Statements  6 
Consolidated Statements of Comprehensive Income  8 
Consolidated Statements of Changes in Equity   9 
Consolidated Cash Flow Statements  12 
Notes to the Consolidated Interim Financial Statements     
1.  General information, basis of presentation of the consolidated interim financial statements and other information  12 
2.  Basis of consolidation  23 
3.  Financial assets  27 
4.  Non-current assets held for sale  29 
5.  Investments in associates and Joint Ventures  30 
6.  Tangible assets  33 
7.  Intangible assets  33 
8.  Financial liabilities  34 
9.  Provisions  38 
10.  Stockholders Equity  41 
11.  Income Tax  43 
12.  Breakdown of income accounts  44 
13.  Share-based compensation  44 
14.  Business segment reporting  47 
15.  Related party transactions  50 
16.  Fair value of financial assets and liabilities  55 
17.  Other disclosures  59 
18.  APPENDIX I – CONSOLIDATED STATEMENTS OF VALUE ADDED 68 
 
Performance Review    71 
Executive’s Report of Financial Statements     
Executive’s Report of Independent Auditor’s Report     

 


 

 

 

Banco Santander (Brasil) S.A.

and its subsidiaries

Interim Consolidated Financial Statements

at June 30, 2018

and independent auditor's report


 

   

 

Independent auditor's report

 

 

To the Board of Directors and Stockholders

Banco Santander (Brasil) S.A.

 

 

 

Introduction

 

We have reviewed the interim consolidated balance sheet of Banco Santander (Brasil) S.A. and its subsidiaries ("Bank") as at June 30, 2018, and the related consolidated statements of income, comprehensive income for the quarter and six-month period then ended, and the statements of changes in equity and cash flows for the six-month period then ended, and a summary of significant accounting policies and other explanatory information.

 

Management is responsible for the preparation and fair presentation of these interim consolidated financial statements in accordance with the International Accounting Standard (IAS) 34 - Interim Financial Reporting issued by the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these interim consolidated financial statements based on our review.

 

Scope of review

 

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

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim consolidated financial statements referred to above do not present fairly, in all material respects, the financial position of Banco Santander (Brasil) S.A., and its subsidiaries as at June 30, 2018, their consolidated financial performance for the quarter and six-month period then ended and its cash flows for the six-month period then ended, in accordance with the International Accounting Standard (IAS) 34 - Interim Financial Reporting issued by the International Accounting Standards Board (IASB).

 

 

 

PricewaterhouseCoopers, Av. Francisco Matarazzo 1400, Torre Torino, São Paulo, SP, Brasil 05001-903, Caixa Postal 61005 T: (11) 3674-2000, www.pwc.com/br

 


 

 

 

 

Banco Santander (Brasil) S.A.

 

 

Other matters

 

Complementary information - Statements of value added

 

We have also reviewed the consolidated statements of value added for the six-month period ended June 30, 2018, included in Appendix I, prepared under the responsibility of the management, whose presentation is required by Brazilian Corporate Law by publicly-held companies. These statements have been submitted to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they have not been prepared, in all material respects, in a manner consistent with the interim consolidated financial statements taken as a whole.

 

 

São Paulo, July 24, 2018   

 

 

 

 

PricewaterhouseCoopers                                                                         

Auditores Independentes                                                                       

CRC 2SP000160/O-5

 

 

 

Edison Arisa Pereira

Accountant CRC 1SP127241/O-0

 

 

3

 


 

 

 

 

 

BANCO SANTANDER (BRASIL) S.A.

CONSOLIDATED BALANCE SHEETS

 

Thousands of Brazilian Real

 

     

ASSETS

 

Note

 

6/30/2018

 

12/31/2017

 

 

 

 

 

 

 

Cash and Balances With The Brazilian Central Bank

 

 

113.050.510

 

100.866.081

 

 

 

 

 

 

 

Financial Assets Held For Trading

 

3-a

 

-

 

52.439.576

Debt instruments

 

 

 

-

 

34.879.681

Equity instruments

 

 

 

-

 

489.770

Trading derivatives

 

17-a

 

-

 

17.070.125

 

 

 

 

 

 

 

Financial Assets Measured At Fair Value Through Profit Or Loss

 

3-a

 

55.480.279

 

-

Debt instruments

 

 

 

36.303.231

 

-

Equity instruments

 

 

 

766.691

 

-

Trading derivatives

 

17-a

 

17.764.573

 

-

Loans and advances to customers

 

 

 

645.784

 

-

 

 

 

 

 

 

 

Other Financial Assets Measured At Fair Value Through Profit Or Loss

 

3-a

 

1.619.848

 

1.692.057

Debt instruments

 

 

 

1.619.848

 

1.658.689

Equity instruments

 

 

 

-

 

33.368

 

 

 

 

 

 

 

Available-For-Sale Financial Assets

 

3-a

 

-

 

85.823.384

Debt instruments

 

 

 

-

 

84.716.747

Equity instruments

 

 

 

-

 

1.106.637

 

 

 

 

 

 

 

Financial Assets Measured At Fair Value Through Other Comprehensive Income

 

3-a

 

86.201.862

 

-

Debt instruments

 

 

 

86.185.546

 

-

Equity instruments

 

 

 

16.316

 

-

 

 

 

 

 

 

 

Held to maturity investments

 

3-a

 

-

 

10.214.454

 

 

 

 

 

 

 

Loans and Receivables

 

3-a

 

-

 

322.336.767

Loans and amounts due from credit institutions

 

 

 

-

 

32.300.095

Loans and advances to customers

 

 

 

-

 

272.420.157

Debt instruments

 

 

 

-

 

17.616.515

 

 

 

 

 

 

 

Financial Assets Measured At Amortized Cost

 

3-a

 

363.522.814

 

-

Loans and amounts due from credit institutions

 

 

 

36.207.251

 

-

Loans and advances to customers

 

 

 

283.742.023

 

-

Debt instruments

 

 

 

43.573.540

 

-

 

 

 

 

 

 

 

Hedging Derivatives

 

17-a

 

293.039

 

192.763

 

 

 

 

 

 

 

Non-Current Assets Held For Sale

 

4

 

1.163.104

 

1.155.456

 

 

 

 

 

 

 

Investments in Associates and Joint Ventures

5

 

953.097

 

866.564

 

 

 

 

 

 

 

Tax Assets

 

 

 

33.252.588

 

28.825.741

Current

 

 

 

5.082.137

 

4.047.663

Deferred

 

 

 

28.170.451

 

24.778.078

 

 

 

 

 

 

 

Other Assets

 

 

 

4.564.018

 

4.578.270

 

 

 

 

 

 

 

Tangible Assets

 

6

 

6.446.510

 

6.509.883

 

 

 

 

 

 

 

Intangible Assets

 

 

 

29.889.679

 

30.202.043

Goodwill

 

7-a

 

28.378.288

 

28.364.256

Other intangible assets

 

7-b

 

1.511.391

 

1.837.787

 

 

 

 

 

 

 

Total Assets

 

 

 

696.437.348

 

645.703.039

The accompanying Notes are an integral part of these financial statements.

 

 
Interim Consolidated Condensed Financial Statements - June 30, 2018

4 


 

 

 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

Notes

 

6/30/2018

 

12/31/2017

 

 

 

 

 

 

 

Financial Liabilities Held For Trading

 

8-a

 

-

 

49.322.546

Trading derivatives

 

17-a

 

-

 

16.514.154

Short positions

 

17-a.7

 

-

 

32.808.392

 

 

 

 

 

 

 

Financial Liabilities Measured At Fair Value Through Profit Or Loss

 

8-a

 

36.895.081

 

-

Trading derivatives

 

17-a

 

16.762.212

 

-

Short positions

 

 

 

20.132.869

 

-

 

 

 

 

 

 

 

Financial Liabilities Measured at Amortized Cost

 

8-a

 

539.336.824

 

478.880.704

Deposits from Brazilian Central Bank and deposits from credit institutions

 

 

117.122.210

 

79.374.685

Customer deposits

 

 

 

301.944.038

 

276.042.141

Marketable debt securities

 

 

 

70.129.394

 

70.247.012

Subordinated liabilities

 

 

 

-

 

519.230

Debt Instruments Eligible to Compose Capital

 

 

 

9.832.489

 

8.436.901

Other financial liabilities

 

 

 

40.308.693

 

44.260.735

 

 

 

 

 

 

 

Hedging Derivatives

 

17-a

 

173.408

 

163.332

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provisions

 

9-a

 

13.702.394

 

13.986.916

  Provisions for pension funds and similar obligations

 

 

2.657.621

 

3.923.457

  Provisions, judicial and administrative proceedings, commitments and other provisions

 

 

11.044.773

 

10.063.459

 

 

 

 

 

 

 

Tax Liabilities

 

 

 

6.944.951

 

8.248.019

Current

 

 

 

5.107.450

 

5.751.488

Deferred

 

 

 

1.837.501

 

2.496.531

 

 

 

 

 

 

 

Other Liabilities

 

 

 

10.111.127

 

8.013.921

 

 

 

 

 

 

 

Total Liabilities

 

 

 

607.163.785

 

558.615.438

 

 

 

 

 

 

 

Stockholders' Equity

 

10

 

90.490.490

 

87.425.075

Capital

 

 

 

57.000.000

 

57.000.000

Reserves

 

 

 

30.362.329

 

28.966.451

Treasury shares

 

 

 

(356.891)

 

(148.440)

Option for Acquisition of Equity Instrument

 

 

 

(1.017.000)

 

(1.017.000)

Profit for the period attributable to the Parent

 

 

 

5.702.052

 

8.924.064

Less: Dividends and remuneration

 

 

 

(1.200.000)

 

(6.300.000)

 

 

 

 

 

 

 

Other Comprehensive Income

 

 

 

(1.785.529)

 

(774.368)

 

 

 

 

 

 

 

Stockholders' Equity Attributable to the Parent

 

 

 

88.704.961

 

86.650.707

 

 

 

 

 

 

 

Non - Controlling Interests

 

 

 

568.602

 

436.894

 

 

 

 

 

 

 

Total Stockholders' Equity

 

 

 

89.273.563

 

87.087.601

Total Liabilities and Stockholders' Equity

 

 

 

696.437.348

 

645.703.039

 

 

 

 

 

 

 

The accompanying Notes are an integral part of these financial statements.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018

5 


 

BANCO SANTANDER (BRASIL) S.A.

CONSOLIDATED INCOME STATEMENTS

Thousands of Brazilian Real, except for per share data

 

Note

4/01 to
6/30/2018

4/01 to
6/30/2017

1/01 to
6/30/2018

1/01 to
6/30/2017

 

 

 

 

 

 

Interest and similar income

 

18.387.613

17.982.659

35.428.651

37.106.560

Interest expense and similar charges

 

(8.066.446)

(9.295.680)

(15.288.024)

(20.195.543)

Net Interest Income

 

10.321.167

8.686.979

20.140.627

16.911.017

Income from equity instruments

 

8.218

61.987

21.730

72.478

Income from companies accounted by the equity method

5-a

29.585

33.209

32.962

38.653

Fee and commission income

 

4.401.441

3.857.771

8.651.485

7.595.940

Fee and commission expense

 

(883.720)

(733.507)

(1.678.515)

(1.435.638)

Gains (losses) on financial assets and liabilities (net)

 

(2.496.808)

(1.635.076)

(2.479.354)

(300.244)

Financial assets held for trading

 

(2.450.194)

(1.440.437)

(2.348.455)

(126.618)

   Other financial instruments measured at fair value through profit or loss

(191.757)

(6.839)

(194.008)

46.375

   Financial instruments not measured at fair value through profit or loss

10.021

(114.108)

26.415

(183.036)

Other

 

135.122

(73.692)

36.694

(36.965)

Exchange differences (net)

 

(3.232.829)

302.474

(3.180.805)

811.970

Other operating expense

 

(217.650)

(233.657)

(389.525)

(336.066)

Total Income

 

7.929.404

10.340.180

21.118.605

23.358.110

Administrative expenses

 

(4.129.705)

(3.779.760)

(8.194.616)

(7.632.502)

Personnel expenses

12-a

(2.260.969)

(2.140.514)

(4.545.744)

(4.298.336)

Other administrative expenses

12-b

(1.868.736)

(1.639.246)

(3.648.872)

(3.334.166)

Depreciation and amortization

 

(431.140)

(411.487)

(863.129)

(810.250)

Tangible assets

6-a

(302.087)

(295.572)

(604.182)

(587.550)

Intangible assets

7-b

(129.053)

(115.915)

(258.947)

(222.700)

Provisions (net)

9

5.848

(882.653)

(734.944)

(1.857.835)

Impairment losses on financial assets (net)

 

(3.158.372)

(2.872.412)

(6.179.179)

(6.157.809)

    Loans and receivables

3-b.2

-

(2.873.481)

-

(6.159.335)

    Financial Assets Measured At Amortized Cost

3-b.2

(3.158.519)

-

(6.179.002)

-

    Gains (losses) due to derecognition of financial assets measured at amortized cost

147

1.069

(177)

1.526

Impairment losses on other assets (net)

 

(351.318)

(48.570)

(413.518)

(90.627)

Other intangible assets

7-b

(305.864)

(441)

(305.864)

(441)

Other assets

 

(45.454)

(48.129)

(107.654)

(90.186)

Gains (losses) on disposal of assets not classified as non-current assets held for sale

 

 

-

 

 

 

(4.899)

2.336

(11.533)

231

Gains (losses) on non-current assets held for sale not classified as discontinued operations

 

 

-

 

 

24.792

(217.681)

28.526

(338.694)

Operating Income Before Tax

 

(115.390)

2.129.953

4.750.212

6.470.624

Income taxes

11

3.036.904

133.535

1.042.978

(2.199.323)

Consolidated Net income for the period

 

2.921.514

2.263.488

5.793.190

4.271.301

Profit attributable to the Parent

 

2.875.750

2.211.940

5.702.052

4.173.703

Profit attributable to non-controlling interests

 

45.764

51.548

91.138

97.598

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 6 

 
 

 

Note

4/01 to
6/30/2018

4/01 to
6/30/2017

1/01 to
6/30/2018

1/01 to
6/30/2017

Earnings Per Share (Brazilian Real)

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per 1,000 shares (Brazilian Real)

 

 

 

 

 

Common shares

 

365,98

280,61

724,96

529,43

Preferred shares

 

402,58

308,68

797,45

582,37

Diluted earnings per 1,000 shares (Brazilian Real)

 

 

 

 

 

Common shares

 

365,97

280,37

724,94

528,96

Preferred shares

 

402,57

308,40

797,44

581,86

 

 

 

 

 

 

Net Profit attributable - Basic (Brazilian Real)

 

 

 

 

 

Common shares

 

1.396.228

1.073.715

2.767.993

2.025.986

Preferred shares

 

1.479.522

1.138.225

2.934.059

2.147.717

Net Profit attributable - Diluted (Brazilian Real)

 

 

 

 

 

Common shares

 

1.396.227

1.073.699

2.767.992

2.025.952

Preferred shares

 

1.479.523

1.138.241

2.934.060

2.147.751

Weighted average shares outstanding (in thousands) - basic

 

 

 

 

Common shares

 

3.815.038

3.826.296

3.818.148

3.826.752

Preferred shares

 

3.675.119

3.687.437

3.679.289

3.687.893

Weighted average shares outstanding (in thousands) - diluted

 

 

 

 

Common shares

 

3.815.105

3.829.603

3.818.215

3.830.059

Preferred shares

 

3.675.186

3.690.744

3.679.356

3.691.200

 

 

 

 

 

 

The accompanying Notes are an integral part of these financial statements.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 7 
 

 

 
 

BANCO SANTANDER (BRASIL) S.A.

CONSOLIDATED STATEMENTS OF COMPREENSIVE INCOME

Thousands of Brazilian Real

 

 

Note

 

4/01 to
6/30/2018

4/01 to
6/30/2017

1/01 to
6/30/2018

1/01 to
6/30/2017

Consolidated Profit for the Period

 

 

 

2.921.514

2.263.488

5.793.190

4.271.301

 

 

 

 

 

 

 

 

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

(1.559.015)

(504.246)

(1.050.854)

585.691

 

 

 

 

 

 

 

 

Available-for-sale financial assets

 

 

 

-

(278.500)

-

733.259

Valuation adjustments - Gains / (Losses)

 

 

 

-

(410.213)

-

1.243.747

Amounts transferred to income statement

 

 

 

-

(6.839)

-

46.375

Income taxes

 

 

 

-

138.552

-

(556.863)

 

 

 

 

 

 

 

 

Financial Assets Measured At Fair Value Through Other Comprehensive Income

(1.336.095)

-

(997.936)

-

Financial Assets Measured At Fair Value Through Other Comprehensive Income

(2.266.521)

-

(2.054.213)

-

  Gains / (Losses) on financial assets previously classified as available-for-sale and reclassified to the income statement (net)

 

 

 

(28.557)

-

(30.808)

-

  Gains / (Losses) on financial assets previously classified as available-for-sale and reclassified to reserves (net)

-

-

296.802

-

Income taxes

 

 

 

958.983

-

790.283

-

 

 

 

 

 

 

 

 

Cash flow hedges

 

 

 

(222.920)

(225.746)

(52.918)

(147.568)

Valuation adjustments

 

 

 

(372.350)

(430.710)

(61.138)

(285.755)

Amounts transferred to income statement

 

 

 

-

(467)

-

-

Income taxes

 

 

 

149.430

205.431

8.220

138.187

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

342.087

(441.896)

336.495

(441.896)

 

 

 

 

 

 

 

 

Defined Benefits plan

 

 

 

342.087

(441.896)

336.495

(441.896)

  Defined Benefits plan

 

 

 

574.260

(738.703)

574.210

(738.703)

  Income taxes

 

 

 

(232.173)

296.807

(237.715)

296.807

 

 

 

 

 

 

 

 

Total Comprehensive Income

 

 

 

1.704.586

1.317.346

5.078.831

4.415.096

 

 

 

 

 

 

 

 

Attributable to the parent

 

 

 

1.658.822

1.265.798

4.987.693

4.317.498

Attributable to non-controlling interests

 

 

 

45.764

51.548

91.138

97.598

Total

 

 

 

1.704.586

1.317.346

5.078.831

4.415.096

 

 

 

 

 

 

 

 

The accompanying Notes are an integral part of these financial statements.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018

8 

 

 
 
 

BANCO SANTANDER (BRASIL) S.A.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Thousands of Brazilian Real

 

 

 

 

Stockholders´ Equity Attributable to the Parent

Non-controlling
Interests

Total Stockholders´
Equity

 

 

 

Other Comprehensive Income

 

 

Note

Share
Capital

Reserves

Treasury shares

Option for Acquisition of Equity Instrument

Profit
Attributed
to the Parent

Dividends and
Remuneration

Stockholders´
Equity Attributable to the Parent

Available-for-sale Financial Assets

Financial Assets Measured At Fair Value Through Other Comprehensive Income

Defined Benefits plan

Translation adjustments investment abroad

Gains and losses - Cash flow hedge and Investment

Total Stockholders´
Equity Attributable to the Parent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2016

 

57.000.000

27.881.326

(514.034)

(1.017.000)

7.334.563

(5.250.000)

85.434.855

666.190

-

(2.083.477)

859.370

(789.883)

84.087.055

725.504

84.812.559

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

-

-

-

-

4.173.703

-

4.173.703

733.259

-

(441.896)

-

(147.568)

4.317.498

97.598

4.415.096

Appropriation of net profit

 

-

7.334.563

-

-

(7.334.563)

-

-

-

-

-

-

-

-

-

-

Dividends and interest on capital

10-b

-

(5.250.000)

-

-

-

4.750.000

(500.000)

-

-

-

-

-

(500.000)

-

(500.000)

Share based compensation

 

-

(34.214)

-

-

-

-

(34.214)

-

-

-

-

-

(34.214)

-

(34.214)

Treasury shares

10-c

-

-

(163.011)

-

-

-

(163.011)

-

-

-

-

-

(163.011)

-

(163.011)

Treasury shares income

10-c

-

(344)

-

-

-

-

(344)

-

-

-

-

-

(344)

-

(344)

Capital restructuring

10-c

-

-

(24)

-

-

-

(24)

-

-

-

-

-

(24)

-

(24)

Other

 

-

8.131

-

 ,

-

-

8.131

-

-

-

-

-

8.131

2.548

10.679

Balances at June 30, 2017

 

57.000.000

29.939.462

(677.069)

(1.017.000)

4.173.703

(500.000)

88.919.096

1.399.449

-

(2.525.373)

859.370

(937.451)

87.715.091

825.650

88.540.741

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2017

1- 2.i

57.000.000

28.966.451

(148.440)

(1.017.000)

8.924.064

(6.300.000)

87.425.075

-

1.813.574

(2.704.380)

859.370

(742.932)

86.650.707

436.894

87.087.601

Effects of IFRS 9 first adoption (note 1)

1-b

-

(1.245.023)

-

-

-

-

(1.245.023)

-

(296.802)

-

-

-

(1.541.825)

-

(1.541.825)

Balances at January 1, 2018

1- 2.i

57.000.000

27.721.428

(148.440)

(1.017.000)

8.924.064

(6.300.000)

86.180.052

-

1.516.772

(2.704.380)

859.370

(742.932)

85.108.882

436.894

85.545.776

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

-

-

-

-

5.702.052

-

5.702.052

-

(997.936)

336.495

-

(52.918)

4.987.693

91.138

5.078.831

Appropriation of net profit

 

-

8.924.064

-

-

(8.924.064)

-

-

-

-

-

-

-

-

-

-

Option for Acquisition of Equity Instrument

 

-

106.440

-

-

-

-

106.440

-

-

-

-

-

106.440

(106.440)

-

Dividends and interest on capital

10-b

-

(6.300.000)

-

-

-

5.100.000

(1.200.000)

-

-

-

-

-

(1.200.000)

-

(1.200.000)

Share based compensation

 

-

(69.667)

-

-

-

-

(69.667)

-

-

-

-

-

(69.667)

-

(69.667)

Treasury shares

10-c

-

-

(208.426)

-

-

-

(208.426)

-

-

-

-

-

(208.426)

-

(208.426)

Treasury shares income

10-c

-

-

(25)

-

-

-

(25)

-

-

-

-

-

(25)

-

(25)

Capital restructuring

10-c

-

(8.112)

-

-

-

-

(8.112)

-

-

-

-

-

(8.112)

-

(8.112)

Other

 

-

(11.824)

-

-

-

-

(11.824)

-

-

-

-

-

(11.824)

147.010

135.186

Balances at June 30, 2018

 

57.000.000

30.362.329

(356.891)

(1.017.000)

5.702.052

(1.200.000)

90.490.490

-

518.836

(2.367.885)

859.370

(795.850)

88.704.961

568.602

89.273.563

The accompanying Notes are an integral part of these financial statements.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018

9


 
 

 

 

 

BANCO SANTANDER (BRASIL) S.A.

CONSOLIDATED CASH FLOW STATEMENTS

Thousands of Brazilian Real

 

 

Note

 

1/01 to
6/30/2018

 

1/01 to
6/30/2017

1. Cash Flows From Operating Activities

 

 

 

 

 

Consolidated Net income for the period

 

 

5.793.190

 

4.271.301

Adjustments to profit

 

 

7.310.362

 

8.389.940

Depreciation of tangible assets

6-a

 

604.182

 

587.550

Amortization of intangible assets

7-b

 

258.947

 

222.700

Impairment losses on other assets (net)

 

 

413.518

 

90.627

Provisions and Impairment losses on financial assets (net)

 

 

6.914.123

 

8.015.644

Net Gains (losses) on disposal of tangible assets, investments and non-current assets held for sale

 

(16.993)

 

338.463

Income from companies accounted by the equity method

5-a

 

(32.962)

 

(38.653)

Changes in deferred tax assets and liabilities

 

 

(2.492.997)

 

(752.442)

Monetary Adjustment of Escrow Deposits

 

 

(330.518)

 

(315.730)

Recoverable Taxes

 

 

(112.242)

 

(148.119)

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

 

(1.068)

 

(293)

Effects of Changes in Foreign Exchange Rates on Assets and Liabilities

 

 

2.119.334

 

106.260

Other

 

 

(12.962)

 

283.933

Net (increase) decrease in operating assets

 

 

(51.504.966)

 

378.764

Balance with the Brazilian Central Bank

 

 

(12.224.455)

 

3.414.717

Financial assets held for trading

 

 

-

 

30.464.623

Financial Assets Measured At Fair Value Through Profit Or Loss

 

 

(1.491.649)

 

-

Other Financial Assets Measured At Fair Value Through Profit Or Loss

 

 

72.032

 

19.023

Available-for-sale financial assets

 

 

-

 

(26.001.856)

Financial Assets Measured At Fair Value Through Other Comprehensive Income

 

(7.176.406)

 

-

Loans and receivables

 

 

-

 

(9.663.947)

Financial Assets Measured At Amortized Cost

 

 

(36.674.263)

 

-

Held to maturity investments

 

 

-

 

(193)

Other assets

 

 

5.989.775

 

2.146.397

Net increase (decrease) in operating liabilities

 

 

52.798.226

 

22.711.916

Financial liabilities held for trading

 

 

-

 

(6.788.346)

Financial Liabilities Measured At Fair Value Through Profit Or Loss

 

 

(12.427.465)

 

-

Financial liabilities at amortized cost

 

 

63.828.276

 

28.666.484

Other liabilities

 

 

1.397.415

 

833.778

Tax paid

 

 

(2.360.132)

 

(922.791)

Total net cash flows from operating activities (1)

 

 

12.036.680

 

34.829.130

 

 

 

 

 

 

2. Cash Flows From Investing Activities

 

 

 

 

 

Investments

 

 

(369.593)

 

(787.077)

Acquisition of subsidiary, less net cash on acquisition

 

 

(111.224)

 

(8.464)

Tangible assets

6-a

 

(585.733)

 

(381.901)

Intangible assets

 

 

327.362

 

(352.999)

Corporate Restructuring

 

 

-

 

(43.713)

Change in Scope of Consolidation

 

 

2

 

-

Disposal

 

 

404.559

 

267.698

Tangible assets

6-a

 

104.714

 

18.336

Non-Current Assets Held For Sale

 

 

204.898

 

42.085

Dividends and interest on capital received

 

 

94.947

 

207.277

Total net cash flows from investing activities (2)

 

 

34.966

 

(519.379)

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 10


 
 

 

 

Note

 

1/01 to
6/30/2018

 

1/01 to
6/30/2017

3. Cash Flows From Financing Activities

 

 

 

 

 

Acquisition of own shares

 

 

(208.426)

 

(163.011)

Issuance of other long-term liabilities

8-b.3

 

35.259.838

 

22.433.580

Dividends paid and interest on capital

 

 

(4.965.148)

 

(4.634.952)

Payments of other long-term liabilities

8-b.3

 

(40.764.759)

 

(47.673.547)

Payments of Subordinated Debts

8-b.4

 

(544.566)

 

-

Payments of interest of Debt Instruments Eligible to Compose Capital

8-b.5

 

(318.659)

 

(311.335)

Net increase in non-controlling interests

 

 

(28)

 

9.531

Capital Increase in Subsidiaries, by Non-Controlling Interests

 

 

98.000

 

-

Total net cash flows from financing activities (3)

 

 

(11.443.748)

 

(30.339.734)

Exchange variation on Cash and Cash Equivalents (4)

 

 

1.068

 

293

Net Increase  in Cash  (1+2+3+4)

 

 

628.966

 

3.970.310

Cash and cash equivalents at the beginning of the period

 

 

22.670.902

 

18.129.581

Cash and cash equivalents at the end of the period

 

 

23.299.868

 

22.099.891

 

 

 

 

 

 

Cash and cash equivalents components

 

 

 

 

 

Cash

 

 

5.202.843

 

5.448.113

Loans and other

 

 

18.097.025

 

16.651.778

Total of cash and cash equivalents

 

 

23.299.868

 

22.099.891

 

 

 

 

 

 

Non-cash transactions

 

 

 

 

 

Foreclosure loans and other assets transferred to non-current assets held for sale

 

328.269

 

227.827

Dividends and interest on capital declared but not paid

10-b

 

600.000

 

-

 

 

 

 

 

 

Supplemental information

 

 

 

 

 

Interest received

 

 

35.616.783

 

37.870.852

Interest paid

 

 

16.159.018

 

21.154.351

 

 

 

 

 

 

The accompanying Notes are an integral part of these financial statements.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 11

 
 
               

 

BANCO SANTANDER (BRASIL) S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Amounts in thousands of Brazilian Real - R$, unless otherwise stated

 

1.            General information, basis of presentation of the consolidated interim financial statements and other information

 

a) 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 Group (Conglomerate Santander) under the authority of the Brazilian Central Bank (Bacen), stock company, with its head office 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, lending and financing, mortgage lending, leasing, credit card operations and foreign exchange. Through its subsidiaries, the Bank also operates in the means of payment business, leasing, buying club management and securities, insurance brokerage operations, capitalization, management and recovery of non-performing credits and private pension plans. 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.

                               

The Board of Directors authorized the issuance of the Financial Statements for the six-month period ended on June 30, 2018, at the meeting held on July 24, 2018                                                                                                                        

 

b) Basis of presentation of the consolidated interim financial statements                                       

 

These consolidated interim financial statements were prepared and are presented in accordance with IAS 34, Interim Financial Reporting, as part of the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and the interpretations issued by the IFRS Interpretations Committee (Current name of IFRIC) (IFRS).

 

In accordance with IAS 34, the interim financial information is intended only to provide an update on the content of the latest consolidated financial statements authorized for issue, focusing on new activities, events and circumstances occurred during the period, rather than duplicating information reported in the consolidated financial statements previously presented. Accordingly, these interim financial statements do not include all the information required for consolidated financial statements prepared under IFRS as issued by the IASB. To properly understand the information in these interim financial statements, it should be read together with the Bank’s consolidated financial statements for the year ended December 31, 2017. The same accounting policies and methods of computation are followed in the interim financial statements as compared the most recent annual financial statements.                                                            

 

Adoption of new standards and interpretations                                                                                       

The Bank has adopted the new rules and interpretations which came into force since January 1, 2018. The following rule is applicable to the Bank:                                                                                              

 

•  IFRS 9 – Financial Instruments: issued in its original format in July 2014, the IASB - International Accounting Standards Board approved the IFRS 9, which replaces the IAS 39 Financial Instruments, according to the guidelines arising from the G-20 (group composed by the finance ministers and presidents ot the Central Banks from 19 of the largest economies in the world and the Europe Union) meeting, held in April 2009, establishing the financial instruments recognition and measurement, impairment evaluation and hedge accounting requirements.                    

 

i. Transition                                                                                                                                                                         

The changes in the accounting practices resulting from the IFRS 9 adoption were applied prospectively. The differences of the financial assets and liabilities balances derived from the IFRS 9 adoption were registered in the accumulated profits and reserves on January 1, 2018. That way, the information disclosed in 2017 reflects the IAS 39 requirements, therefore, the following notes to financial statements are necessary to understand the differences related to the information from the same period of 2018.                                        

 

ii. Financial assets and liabilities                                                                                                                                  

 

Initial recognition and measurement                                                                                                                           

The Bank recognizes initially the loans and advances, deposits, debt instruments issued and subordinated liabilities at the date of origin.

All other financial instruments (including regular financial assets purchases and sales) are recognized at the date of trade which corresponds to when the Bank became part on the agreement.

A financial asset or liability is measured initially at fair value, added, in the case of an item not measured at fair value, by transaction cost directly attributable to its acquisition or issuance.

 

iii. Classification                                                                                                                                                                

 

Financial assets                                                                

On the initial recognition a financial asset is classified as measured at amortized cost, fair value through other comprehensive income and fair value through profit or loss.

 

A financial asset is measured at amortized cost if the following conditions are met and if it is not classified as measured at fair value through profit and loss:

• The asset is held in a business model which its purpose is to hold assets in order to collect their cash flows; and

• The agreement terms of the financial asset generate, in specific dates, cash flows which referred exclusively to the payment of principal and interests.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 12

 
 

 

A debt instrument is measured at fair value through other comprehensive income (FVOCI) if the following conditions are met and if it is not classified as measured at fair value through profit and loss: 

• The asset is held in a business model which its purpose is to hold assets in order to collect their cash flows and the disposal of financial assets; and

• The agreement terms of the financial asset generate, in specific dates, cash flows which referred exclusively to the payment of principal and interests.

On the initial recognition of an equity instrument not held for trading, the Bank may choose in an irrevocable way to disclose the subsequent fair value changes in Other Comprehensive Income (OCI). This option is made considering each investment individually and it was not used by the Bank.

All other financial assets are classified as measured at fair value through profit and loss (FVPL)

Besides that, on the initial recognition, the Bank may irrevocably classify as measured at fair value through profit and loss a financial asset which, in other way, meet the requirements to be measured at amortized cost or at fair value through other comprehensive income if this classification eliminates or reduces substantially an accounting mismatch that could ever exist. This option was not used.

 

iv. Business model evaluation

The Bank evaluates the purpose of its business models in which the assets are held in the portfolio level to evaluate the way the business is managed and information is provided to the Management. The information considered are:

 

• Defined policies and goals for the portfolio and the application of such policies. Highlighting, if Management’s strategy is focused on receiving contractual interest income, it should maintain a specific interest rate profile, or to adequate the assets duration;

• How the portfolio performance is evaluated and how it is reported to the Bank Management;

• The risks that affects the business model performance (and financial assets held in that business model) and how those risks are managed;

• How the business managers are compensated – for example – if the compensation is related to the fair value of the assets or in the contractual cash flows received;

• The frequency, volume and the moment of the sales in previous periods, the reason of such sales and their expectation over future sales. The information regarding sales activity should not be considered in isolation, but as part of a general evaluation of how the goal defined by the Bank to manage the financial assets is being achieved.

 

The financial assets held for trading or managed, which performance is evaluated based on the fair value, are measured at fair value through profit and loss once they are not held to receive the contractual cash flows nor to receive the contractual cash flows and financial assets sale.

 

v. Evaluation to determine if the contractual cash flows refer exclusively to principal and interest payments

For the purpose of this evaluation, “principal” is defined as  the fair value of financial asset on the initial recognition. “Interests” are defined as  the consideration for the value of the currency in time and to the credit risk associated to the amount of principal during a specific period and for other risks and loans basic costs (for example, liquidity risk and administrative costs) as well as for the profit margin.
To evaluate if the contractual cash flows refer exclusively to the payment of principal and interests, the Bank considers the contractual terms of the instrument. This includes evaluating whether the financial asset contains a contractual term that could change its deadline or the contractual cash flows in a way that it would not meet this condition. When carrying out the evaluation, the Bank considers:

 

• contingent events that could change the cash flows amount and deadline;

• leverage;

• prepayment deadlines and extension;

• terms that limit the Bank rights over the cash flows; and 

• resources that modify the consideration of the currency value in time - for example, periodic readjustment of interest rates.

 

vi. Reclassification of the Financial Assets Categories                                                                                                                         

Financial assets are not reclassified subsequent to their initial recognition, except in the period after the Bank changes its business model to manage its financial assets.                                        

 

vii. Financial assets write-off                                                                                                                                         

The Bank writes-off a financial asset when the asset´s contractual cash flow expires or when the Bank transfers the rights to receive the contractual cash flow in a transaction which essentially all risks and benefits of the financial asset property are transferred or that the Bank does not transfer nor keep substantially all risks and benefits of the financial asset property and does not control it.

 

In the event of a financial asset written-off, the difference between the book value of the asset (or the book value allocated to the part of the asset written-off) and the sum of (i) the payments received (including any other obtained asset, deducted by any liability assumed) and (ii) possible gains or losses accumulated recognized in “Other comprehensive income” is registered in the income statement.

From the aforementioned adoption date of the IFRS, possible gains/losses accumulated and recognized in “Other comprehensive income” related to the equity instruments designated at fair value through other comprehensive income are not registered in the income statement through write-off of such instruments.

The Bank carries out transfer operations of assets recognized in its financial statement but keep all or substantially all risks and benefits of the assets transferred or part of them. In this case, the transferred assets are not written-off. Examples of such operations include assignments of loan portfolios with substantial retention of risks and benefits.

Transfer operations in which the Bank does not maintain or transfer substantially all risks and benefits of a financial asset property or retain its control, the Bank continues to recognize the asset in the extent of its continuous involvement, determined by the extent of the its exposure to changes in the asset value transferred.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 13

 

 
 

 

viii. Financial Liabilities write-off

The Bank writes-off a financial liability when its contractual obligations are extinct, canceled or expired.

 

ix. Effective interest rate                                                                                                                                                

The effective interest rate is the rate used to discount exclusively the payments or receipts of estimated cash flow during the expected life time of the financial asset or liability to the gross accounting value of a financial asset (that is, its amortized cost before any impairment provision) or the amortized cost of a financial liability. The calculation does not consider expected credit loss and includes transaction costs, premium or discounts and interest rates paid or received that are parties of the effective interest rate, such as origin rates.         

 

1. Changes in the financial assets and liabilities                                                                                                      

 

i. Financial assets                                                                                                                                                             

If the terms of a financial asset are modified, the Bank assess if the its cash flows are substantially different. If the cash flows are substantially different, the contractual rights to the cash flows of the original financial asset are considered matured. In this case, the original financial asset is written-off and a new financial asset is recognized at fair value.                                                               

 

ii. Accounting practices applicable from January 1, 2018                                                                                     

If the cash flow of the modified asset measured at amortized cost are not substantially different, the modification does not result in the write-off of the financial asset. In this case the Bank recalculates the gross accounting value of the financial asset and recognizes the value derived from the adjustments to the accounting value as gain or loss from the modification in the income statement. If a modification of this nature is made due to financial difficulties of the debtor, gains or losses are presented in conjunction with impairment losses. In other cases, they are presented as interest income.                                                                                 

 

iii. Interest income                                                                                                                                                            

The interest income is calculated applying the effective interest rate to the gross book value of the financial assets, except:

(a) Impaired financial assets acquired or originated for those which the effective original adjusted interest rate to credit is applied to the amortized cost of the financial asset.

(b) Impaired financial assets acquired or originated, but posteriorly presented a default event (or “stage 3”), for which the interest income is calculated applying the effective interest rate to the amortized cost net of provision.

 

iv. Equity instruments                                                                                                                                                      

Equity instruments are instruments that comply with the definition of equity in the issuer point of view, that is, instruments that do not have contractual obligation of payment and that highlight residual interest in the issuer’s equity. Examples of equity instruments include common shares.  


Usually the Bank measures all equity instruments at fair value through profit and loss, except in cases where the Bank’s Management chooses, at the moment of the initial recognition, the irrevocable designation as fair value through other comprehensive income. When the Bank’s policy accepts to designate capital investments as FVOCI, when such investments are maintained for other purposes that do not generate investment yield, the fair value gains or losses are recognized in OCI and are not subsequently reclassified to income statement, including when the asset is written off. The impairment losses (and their reversals) are not registered separately from other fair value changes. Dividends, when they represent a yield from such investments, continue to be recognized in the income statement with other yields when the Bank has the right to receive payments.


The gains and losses on equity investments at FVPL are included in the heading “Financial assets held for trading” in the Income Statement.

v. Financial liabilities                                                                                                                                                        

The Bank writes-off a financial liability when its terms are modified, and the cash flows are substantially different. In this case a new financial liability is recognized at fair value based in the modified terms. The difference between the book value of the extinct financial liability and the new financial liability with modified terms is recognized in the income statement.                 

 

vi. Offset                                                                                                                                                                                              

The financial assets and liabilities are offset, and the net value presented in the financial statement when, and only when, the Bank currently has the right to legally offset the amounts and the intention to settle them together or realize the asset and liability simultaneously.

Incomes and expenses are presented offset only when it is allowed by IFRS rules or for gains or losses derived from similar group of operations, as in the Bank’s trading activity.

 

vii. Fair value measurement                                                                                                                                          

The “fair value” corresponds to the price that would be received in the sale of an asset or payment of a liability in a transaction organized between participants of the market at the date of measurement in the main market or, in its absence, in the most advantageous market which the Bank has access at that date. The fair value of a liability reflects its risk of default.
When it is available, the Bank measures the fair value of an instrument based on the price quoted in an active market for that instrument. The market is considered active if the operations regardingthe asset or liability occurred regularly and with volume enough to provide information about prices in a continuous way.


If there is no quoted price in an active market, the Bank uses evaluation techniques to maximize the use of relevant observable information and minimize the use of non-observable information. The technique chosen includes all factors that would be considered by

 

Interim Consolidated Condensed Financial Statements - June 30, 2018

14


 

 

 

the market participants in the pricing of an operation.


The best evidence of the fair value of a financial instrument, at the initial recognition, correspond to the regular price of operation – that is, the fair value of the consideration paid or received. If the Bank determines that the fair value, at the initial recognition, differs from the operation price and the fair value is not a quoted price in an active market for an identical asset or liability nor based on an evaluation technique in which non-observable information are considered irrelevant related to the measurement, the financial instrument will be initially measured at fair value, adjusted to defer the difference between the fair value at the initial recognition and the operation price. This difference is posteriorly reorganized in the income statement properly based on the instrument lifetime, but not before the evaluation is fully supported by observable market information or the operation becomes closed.


If an asset or liability measured at fair value has a purchase or sale price, the Bank measures its assets and long positions at the purchase price and the liabilities and short positions at the sale price.

The financial assets and liabilities portfolios exposed to the market risk and to the credit risk managed by the Bank based on the net exposure to the market or credit risk are measured at a price which would be received to sell a net long position (or be paid to transfer a net short position) for the exposure to the specific risks.

 

The fair value of an on demand resource financial liability (demand deposit, for example) is not inferior to the value to pay on demand, discounted from the date that the payment could be required.

 

viii. Impairment                                                                                                                                                                  

The Bank registers impairment provisions of credit expected related to the following financial instruments not measured at fair value through profit and loss:

• financial assets that are debt instruments;

• lease payments receivable;

• issued financial warranties contracts; and

• issued loan commitments.

No impairment loss is registered for equity instruments.

The Bank measures the loss allowance at a value equal to credit losses during the lifetime, except for the following instruments, for which are registered 12-month expected credit losses:

• debt instruments that present low credit risk at the closing date; and

• other financial instruments (except amounts lease payments receivable) in which the credit risk did not substantially increase since their initial recognition.

 

The allowance for losses on lease operations are always measured at the value equal to the expected credit loss during their lifetime.

 

ix. Measurement of expected credit losses                                                                                                              

The expected credit losses are a weighted estimate of credit loss probability. They are measured as follows:

• financial assets not subjected to impairment at the closing date: as the present value of all cash insufficiencies (that is, the difference between the cash flows due and the cash flows that the Bank expects to receive);

• financial assets subjected to impairment at the closing date: as the difference between the gross book value and the present value of estimate cash flows;

• loan commitments to be released: as the present value of the difference between the contractual cash flows due for the Bank in case of the totally usage of the commitment and the cash flows that the Bank expects to receive; and

• financial warranty contracts: expected payments to reimburse the owner deducted by the amount that the Bank expects to recover.

 

x. Modified assets                                                                                                                                                             

If the terms of a financial asset are not renegotiated or modified or an existing financial asset is replaced by a new asset due to financial difficulties of the debtor, it is necessary to evaluate if the financial asset should be written-off and the expected credit losses are measured as follow:

• If the expected restructuring results in the write-off of the existing asset, the expected cash flows coming from the modified financial asset are included in the calculation of the cash flow insufficiency of the existing asset.

• If the expected restructuring does not result in the write-off of the existing asset, the expected fair value of the new asset is treated as final cash flow of the existing financial asset at the moment its writte-off.

This amount is included in the calculation of cash insufficiency discounted from the estimate date of write-off until the closing date, using the original effective interest rate of the existing financial asset.

 

xi. Determining significant increases in credit risk                                                                                                 

At each financial statement reporting date, the Bank evaluates whether the financial assets measured at amortized cost and the debt financial instruments measured at fair value through other comprehensive income are subjected to impairment.

A financial asset is “subjected to impairment” when one or more events which impact negatively the future cash flows estimate of the financial asset occurs.

The evidence that a financial asset is subject to impairment includes the following observable information:

• significant financial difficulty of the debtor or issuer;

• delays of its contractual obligations;

• breach of contract, like default or delay;

• the restructuring of a loan or advance by the Group in conditions that the Group does not consider;

• the probability that the debtor goes bankrupt or in a financial reorganization; or

• the disappearance of an active market for securities due to financial difficulties.

 

A loan that has been renegotiated due to the financial deterioration of the borrower is generally considered as subject to impairment unless there might be an evidence that the risk of not receiving the contractual cash flow has been significantly reduced and there is no other impairment indicator.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 15

 
 
 

xii. Presentation of expected credit losses in the financial statements                                                            

The allowance for expected credit losses is presented in the financial statements as follow:

• financial assets measured at amortized cost: as a deduction on the gross book amount of the assets;

• loans commitments and financial warranty contracts: generally, as a provision; and

• debt instruments measured at fair value through other comprehensive income: no loss provision is registered in the financial statements, because the book amount of such assets corresponds to the fair value.

 

xiii. Impairment objective evidence                                                                                                                             

In each closing date, the Bank evaluates the existence of the objective evidence that the financial assets not measured at fair value through profit and loss become impaired. A financial asset or group of financial assets are impaired when objective evidences have shown that the event of loss occurred after the asset’s initial recognition and the event of loss impacted the asset’s future cash flows that could be estimated safely. 

Objective evidences that the financial assets are impaired include:

• significative financial difficulty of a debtor or issuer;

• default or arrears by a debtor;

• the restructuring of a loan or advance by the Bank in conditions the Bank would not consider;

• indication that a debtor or issuer could go bankrupt;

• the disappearing of an active market for a financial asset; or

• observable information related to a group of assets, such as changes in the payment status from the borrowers or issuers in the group, or economic conditions correlated to the group’s default.

 

Loans that has been renegotiated due to the financial deterioration of the borrower is generally considered as impaired unless there might be an evidence that the risk of not receiving the contractual cash flow has been significantly reduced and there is no other impairment indicator.

All loans and advances and investment securities at amortized cost, individually significant were submitted to an impairment test. Loans and advances and investment securities at amortized cost not considered as individually significant were collectively submitted to the impairment test through the grouping of loans and advances and investment securities at amortized cost with similar characteristics of credit risk.

 

xiv. Individual or collective evaluation                                                                                                                        

An individual impairment measurement was based on the Management’s best estimate of the cash flows present value expected to receive. When estimating these cash flows the Management uses its judgment related to the financial situation of a debtor and to the net realizable value of any underlying collateral. Each impaired asset was evaluated was evaluated in terms of their merits, since the test strategy and the cash flows estimated considered recoverable were approved by Credit Risk.

 

When assessing a need for collective allowance for losses, Management considered factors such as credit quality, portfolio size, concentration and economic factors. In order to estimate the provision needed, assumptions were established to define how the inherent losses were modeled and to determine the parameters of necessary information, based on the historic experience and current economic conditions.

 

xv. Impairment measurement                                                                                                                                       

The impairment losses for assets measured at amortized cost were calculated as the difference between the book value and the present value of the future cash flow estimated, discounted by the asset’s original effective interest rate. The impairment losses for asset classified as available for sale were calculated as the difference between the book value and the fair value.                             

 

xvi. Impairment reversal                                                                                                                                                 

For asset measured at amortized cost: If an event occurred after the impairment caused the reduction in the impairment loss value, the reduction will be reverted in the income statement.

  

For securities classified as available for sale: If, in a subsequent period, the fair value of a debt security impaired has increased and this event can be reliably linked to an event occurred after the impairment recognition, the impairment loss value reduced was reverted in the income statement; otherwise, any increase in the fair value is recognized in the other comprehensive income.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 16


 
 

Any subsequent recovery of the equity instrument fair value classified as available for sale and reduced by impairment was recognized at any time in other comprehensive income.

The reconciliation of shareholders' equity resulting from the initial adoption of IFRS 9 is as follows:

Equity conciliation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity before IFRS 9 adjustments - 12/31/2017

 

 

 

87,087,601

Allowance for loan losses

 

 

 

 

 

 

 

(2,149,051)

Provision for contingent liabilities

 

 

 

 

 

(674,513)

Re-measurement of assets arising from the new categories

 

 

 

 

17,806

Interest income

 

 

 

 

 

 

 

 

 

237,867

Deferred tax

 

 

 

 

 

 

 

 

 

1,026,066

Equity after IFRS 9 adjustments - 1/01/2018

 

 

 

85,545,776

 
               

2. Designation at fair value through profit and loss

 

i. Financial Assets

 

At the initial recognition, the Bank has determined specific financial assets to be measured at fair value through profit or loss, once this determination quits or significantly decreases an accounting mismatch that could occur.

 

3. Values of expected credit losses

Information, assumptions and techniques used in the impairment estimate                                                   

 

i. Classification of financial instruments by stages                                                                                                 

The financial instruments portfolio subject to impairment is divided by three levels, based on the stage of each instrument related to credit risk level:

 

- Stage 1: It is understood that a financial instrument in this phase has not a significant increase in its risk since the initial recognition. The provision for this asset represents the expected loss resulting from possible non-compliance during the next 12 months from the report date;

 

- Stage 2: If it is identified a significant increase in the risk since the initial recognition, without materializing deterioration, the financial instrument will be framed within this stage. In this case, the value related to the provision for expected default losses reflects the estimate loss of the financial instrument residual life. For the evaluation of the significant increase of credit risk, quantitative indicators used in the regular management of credit risk will be used, as well as other qualitative variables, such as the indication of an operation not impairment if it is considered as refinancing operations or operations included in a special agreement; and

 

- Stage 3: A financial instrument is registered in this stage when it shows effective deterioration signals as a result from one or more events already occurred and that materialize them in a loss. In this case, the value referred to the provision for losses reflected the expected losses by credit risk during the expected residual life of the financial instrument.

 

ii. Impairment estimate methodology                                                                                                                          

The expected loss measurement is made through the following factors:

- Exposure at Default (EAD): is the amount of the transaction exposed to credit risk including the ratio of current outstanding balance exposure that could be provided at default. Developed models incorporate hypotheses considering possible modifications in the payment schedule.

- Probability of Default (PD): is the likelihood that a counterparty will fail to meet its obligation to pay principal or interest. For the purposes of IFRS 9, this will consider both PD-12 months, which is the probability of the financial instrument entering default within the next 12 months, and also lifetime PD, which is the probability of the transaction entering into default between the reporting date and the transaction’s residual maturity date. Future information of relevance is considered to be needed to estimate these parameters, according to the standard.

- Loss Given Default (LGD): is the loss produced in the event of default. In other words, this reflects the percentage of exposure that could not be recovered in the event of a default. It depends mainly on the collateral, which is considered as credit risk mitigants associated with each financial asset, and the future cash flows that are expected to be recovered. According to the standard, forward-looking information must be taken into account in the estimation.

- Discount rate: the rate applied to the future cash flows estimated during the expected life of the asset, and which is equal to the net present value of the financial instrument at its carrying value.

In order to estimate the above parameters, the Bank has applied its experience in developing internal models for parameters calculation both for regulatory and management purposes.

 

iii. Default definition                                                                                                                                                          

The Bank considers that a financial asset is defaulted when:

• it is likely that the debtor will not fully pay its credit obligations to the Bank; or

• the debtor has significant credit obligations to the Bank overdue for more than 90 days as a general rule.

Overdrafts are considered overdue if the client violates a recommended limit or has been granted a lower limit than the current outstanding amount.

When assessing whether a debtor is in default, the Bank considers indicators:

• qualitative - for example, violations of restrictive clauses (covenants);

• quantitative - for example, status of past due and non-payment of another obligation of the same issuer to the Bank; and

• based on information collected internally and obtained from external sources.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018

17


 

 

 
iv. Allowance for losses
The following tables present the reconciliations of the opening and closing balances of the provision for losses by category of financial instrument. The terms expected credit losses in 12 months, expected credit losses during the useful life and impairment losses are explained in the accounting practices note. The comparative values for 12/31/2017 represent a provision for loan losses and reflect the measurement basis in accordance with IAS 39.

R$ milhões

 

 

 

 

 

 

 

 

 

 

Total

Allowance for loan losses - Balance 12/31/2017

 

 

 

18,261,638

Allowance for guarantees - Balance 12/31/2017

 

 

 

312,373

IAS 39 Balance at 12/31/2017

 

 

 

 

 

 

 

18,574,011

Initial adoption effect of IFRS 9 (Note 1.2i)

 

 

 

 

 

2,823,564

IFRS 9 Balance at 01/01/2018

 

 

 

 

 

 

 

21,397,575

 

As of January 1, 2018, the Allowance for Loan Losses balance segregated by stages was represented by: Stage 1 – 20%, Stage 2 – 15% and Stage 3 – 65%. There have been no significant changes on the segregation for June 30, 2018.

 

4. Financial assets and liabilities                                                                                                                                  

 

A. Classification of financial assets and liabilities at the initial adoption of IFRS 9                                         

The table below shows the financial assets classified in accordance with IAS 39 and the new measurement categories in accordance with IFRS 9.

 

 

IFRS 9 adoption first adoption effects on the Financial Assets and Liabilities (In R$ Millions)

 

Original classification in accordance with IAS 39

12/31/2017 

Reclassifications

Remeasurement

Balance
01/01/2018

 

New classification in accordance with IFRS 9

Financial Assets

IAS 39

 

Loans and receivables

340.598.405

339.669.247

-

339.669.247

 

Measured at Amortized cost

 

492.429

5.197

497.626

 

Measured at Fair value through profit and loss

 

436.729

(7.179)

429.550

 

Measured at Fair value through other comprehensive income

 

Available-for-sale

85.823.384

4.762.234

3.791

4.766.025

 

Measured at Amortized cost

 

79.954.513

-

79.954.513

 

Measured at Fair value through other comprehensive income

 

1.106.637

15.997

1.122.634

 

Measured at Fair value through profit and loss

 

Held to maturity investments

10.214.454

10.214.454

-

10.214.454

 

Measured at Amortized cost

 

Held for trading

52.439.576

52.439.576

-

52.439.576

 

Measured at Fair value through profit and loss

 

Other financial assets measured at fair value through profit and loss

1.692.057

1.692.057

-

1.692.057

 

Other financial assets measured at fair value through profit and loss

Total (1)

 

490.767.876

490.767.876

17.806

490.785.682

 

 

 

(1) Does not include Provision for Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IFRS 9 adoption first adoption effects on the Financial Assets and Liabilities (In R$ Millions)

 

Original classification in accordance with IAS 39

12/31/2017

Reclassifications

Remeasurement

Balance
01/01/2018

 

New classification in accordance with IFRS 9

Financial liabilities

IAS 39

 

Held for trading

49.322.546

-

-

49.322.546

 

Held for trading

 

Amortized cost

478.880.704

-

-

478.880.704

 

Measured at Amortized cost

Total

 

528.203.250

-

-

528.203.250

 

 


Interim Consolidated Condensed Financial Statements - June 30, 2018 18

 
 

Revenue from Customers Contracts

 

• IFRS 15 - The standard was issued in May 2014 and applies to an annual reporting period beginning on January 1, 2018. This standard specifies how and when an entity will recognize revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard provides five basic principles to be applied to all contracts with customers, which are: i) identify the contract with the customer; ii) identify the implementing obligations under the contract; iii) determine the transaction price; iv) allocate the transaction price to performance obligations; and v) recognize revenue at the moment (or the extent to which) the entity carrying out an obligation of execution.

The IFRS 15’s basic principle consists in the fact that an entity recognizes revenues to describe the transference of products or services rendered to clients using the value that reflects the consideration which the entity expects to receive in return of such products or services rendered.

 

After the analysis on the commissions/fees applied by the Banco Santander versus the new IFRS 15 concepts, it was possible to conclude that there were no significant impact on the revenues current recognized, from the adoption of new norm on January 1, 2018.

 

Annual Improvements of IFRS

2015-2017 Cycle (Public Consultation) - The issues included in this cycle are: IAS 12 Income Taxes.                                                                                                                          

 

IAS 12 - Income Taxes - The issue relates to the presentation of income tax consequences of payments on, and issuing costs of, financial instruments that are classified as equity, ie whether an entity recognizes the relevant income tax consequences directly in equity or in profit or loss.                                                                        

 

IAS 23 - Borrowing Costs - Clarify whether an entity transfers specific borrowings to the general borrowings pool once the construction of a qualifying asset is complete.                                                                                        

 

Standards and interpretations that will come into force after June 30, 2018                                   

 

Lastly, at the date of preparation of these consolidated financial statements, the following standards and interpretations which effectively come into force after June 30, 2018 had not yet been adopted by the Bank:

• IFRS 16 – Leasing contracts – Issued in January 2016 with the mandatory enforcement date since January 1st, 2019. This rule contains a new approach for the leasing contracts, which requires from the lessee the assets and liabilities recognition based on the rights and obligations created by the contract. That way, first the entity shall evaluate whether the contract is or contain leasing characteristics. The contract is or contain leasing characteristics, if it transmits the right to control the identified asset use in a defined period in return of a consideration.                                                                                                                                                     

Effective from January-2019, the Bank is still in the process of analyzing this new rule, looking carefully the new concept of leasing, specially acting as tenant. Acting as lessee, the Bank does not expect great changes.

• IFRS 17 – In May 2017, IASB issues this rule for insurance contracts which its goal is to replace IFRS 4. The enforcement date of IFRS 17 is on January 1st, 2021. The rule´s purpose is to improve the disclosure on the financial statement being one of the main changes the profit recognition during the time that the insurance services are being rendered, evaluating the insurance company´s performance during time.

The possible impacts due to the changes to be applied begining on April 2018, are under the Bank's analysis, which shall be concluded until the date of enforcement of the rule.

 

c) Estimates used                                                                                                                                                             

 

The consolidated results and the determination of consolidated equity are influenced by the accounting policies, assumptions, estimates and measurement bases used by the management of the Bank in preparing the consolidated financial statements. The Bank makes estimates and assumptions that affect the reported amounts of assets and liabilities of future periods. All estimates and assumptions required, in conformity with IFRS, are the best estimates undertaken in accordance with the applicable standard.                                     

 

In the consolidated financial statements estimates were made by the management of the consolidated entities in order to quantify certain assets, liabilities, revenues, expenses, and disclosure notes.

 

c.1) Critical estimates

 

The main estimates were discussed in detail for the consolidated financial statements as of December 31, 2017. In the period ended June 30, 2018, there were no significant changes in the estimates made at the end of the year 2017, in addition to those indicated in these interim financial statements, especially arising from the application of IFRS 9.

 

The estimates and critical assumptions that have the most significant impact on the carrying amounts of certain assets, liabilities, revenues and expenses and the disclosure of explanatory notes, are described below:

 

i. Income Tax (IRPJ) and Social Contribution on Net Income (CSLL)

 

The current income tax expense is calculated by sum of the Current Tax, Social Contribution, Pis and Cofins resulting from the application of the appropriate tax rate to the taxable profit for the year (net of any deductions allowable for tax purposes) net of the changes in deferred tax assets and liabilities recognized in the consolidated income statement.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 19


 
 

Deferred tax assets and liabilities include temporary differences, which are identified as the amounts expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their related tax bases, and tax loss and tax credit carry forwards. These amounts are measured at the tax rates that are expected to be applied in the period when the asset is realized, or the liability is settled. Deferred tax assets are only recognized for temporary differences to the extent that it is considered probable that the consolidated entities will have sufficient future taxable profits, against which deferred tax assets can be utilized, and deferred tax assets that do not arise from the initial recognition (except in a business combination) of other assets and liabilities in a transaction that affects neither taxable profit or accounting profit. Other deferred tax assets (tax loss and tax credit carry forwards) are only recognized if it is considered probable that the consolidated entities will have sufficient future taxable profits against which of the deferred tax assets/liabilities can be utilized.

The deferred tax assets and liabilities recognized are reassessed at each balance sheet date in order to ascertain whether they still exist, and the appropriate adjustments are made based on the findings generated by the performed analysis. Under the current regulation, the expected realization of tax credits based on the Bank's projections of future results and on a technical study.                                                            

For further details, see note 2.aa of the Complete Financial Statements as of December 31, 2017.              

ii. Fair value measurement of certain financial instruments

Financial instruments are initially recognized at fair value, which is considered equivalent to the transaction price, until proven otherwise, and those that are not measured at fair value through profit are adjusted by the transaction costs.

Financial assets and liabilities are subsequently measured at each period-end by using valuation techniques. This calculation is based on assumptions, which take into account management's judgment based on existing information and market conditions at the date of financial statements.

 

Banco Santander classifies fair value measurements using a fair value hierarchy that reflects the model used in the measurement process, segregating financial instruments between Level I, II or III.       

 

For further details, see note 2.e and 48.c8 of the Consolidated Financial Statements as of December 31, 2017, which present the sensitivity analysis for Financial Instruments.                              

 

iii. Post-employment benefits

 

The defined benefit plans are recorded based on an actuarial study, conducted annually by an specialized company, at the end of each year to be effective for the subsequent period and are recognized at the income statement in "Interest expense and similar Charges" and "Provisions (net)".

 

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

 

For further details, see note 2.x of the Consolidated Financial Statements as of December 31, 2017.

 

iv. Provisions, contingent assets and liabilities

 

Provisions for the judicial and administrative proceedings are recorded when the risk of loss of administrative or judicial proceeding is considered probable and the amounts can be reliably measured, based on the nature, complexity and history of lawsuits and the opinion of legal counsel internal and external.

 

Provisions are fully or partially reversed when the obligations cease to exist or are reduced. Given the uncertainties arising from the proceedings, it is not practicable to determine the timing of any outflow (cash disbursement).

 

Note 2.r to the Bank's consolidated financial statements for the year ended December 31, 2017, includes information on provisions and the contingent assets and liabilities. There were no significant changes in the Bank’s provisions and contingent assets and liabilities between December 31, 2017 and these interim financial statements' reporting date of June 30, 2018.

 

v. Goodwill

 

The goodwill recorded is subject to impairment test at least annually or in a shorter period, if any indication of impairment of assets.

 

The recoverable goodwill amounts are determined from value in use calculations. For this purpose, the Bank estimates cash flows for a period of 5 years. The Bank prepares cash flows considering several  factors, including: (i) macro-economic projections, such as interest rates, inflation and exchange rates, among other, (ii) the performance and growth estimates of the Brazilian financial system, (iii) increased costs, returns, synergies and investment plans, (iv) the behavior of customers, and (v) the growth rate and long-term adjustments to cash flows. These estimates rely on assumptions regarding the likelihood of future events, and changing certain factors could result in different outcomes. The estimate of cash flows is based on valuations prepared by an independent research company or whenever there is evidence of reduction to its recoverable amount, which is reviewed annually or whenever there is an evidence of reduction on its recoverable value and approved by the Executive Board.                                                                                            

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 20


 
 

For additional details see note 7.a.

vi. Allowance for loan losses

The allowance for loan losses are measured and booked according to the established practices by IFRS 9, as explained in note 1.b above.

Interim Consolidated Condensed Financial Statements - June 30, 2018 21

 
 

d) Comparative information

These interim financial statements include the comparable interim period of June 30, 2017, for the income statement, statement of comprehensive income, statement of changes in equity, and statement of cash flows. A comparative statement of financial position is December 31, 2017.

e) Seasonality of the Bank’s transactions 

Considering the activities conducted by the Bank and its subsidiaries, their transactions are not cyclical or seasonal in nature. Accordingly, no specific disclosures are provided in these explanatory notes to the interim financial statements for the six-month period ended June 30, 2018.

f) Materiality

In determining the disclosures to be made in relation to the various items in the financial statements or other matters, the Bank, in accordance with IAS 34, took into account their materiality in relation the interim financial statements.

g) Consolidated cash flow statements 

In preparing the consolidated cash flow statements, the high liquidity investments with insignificant risk of changes in value and with original maturity of ninety days or less were classified as “cash and cash equivalents”. The Bank classifies as cash and cash equivalents the balances recorded under “Cash and balance with the Brazilian Central Bank” and "Loans and amounts due from credit institutions" in the consolidated balance sheet, except for restricted resources and long-term transactions.

The interest paid and received correspond primarily to operating activities of Banco Santander.

Bank's management decided to segregate the line item "Effects of Changes in Foreign Exchange Rates on Assets and Liabilities" and the corresponding impacts on the net cash flows from operating activities. Consequently, the Consolidated Cash Flow Statements have been reclassified for six-month period ended June 30, 2017, with the aim of better presentation of the financial statements. Management considered such reclassifications as immaterial.

 

h) Functional and presentation currency

 

The consolidated interim financial statements of Banco Santander are presented in Brazilian Real, the functional currency of these statements.

 

For each subsidiary, entity abroad and investment in a non-consolidated company, Banco Santander has defined the functional currency. The assets and liabilities of these entities with functional currency other than the Brazilian Real are translated as follows:

 

- Assets and liabilities are translated at the exchange rate at the balance sheet date.

- Revenues and expenses are translated at the monthly average exchange rates.

- Gain and losses on translation of net investment are recorded in the statement of comprehensive income, in “exchange rate of investees located abroad”. 

 

i) Funding, debt notes issued and other liabilities

 

Funding debt rates Instruments are recognized initially at fair value, considered primarily as the transaction price. They are subsequently measured at amortized cost and its expenses are recognized as a financial cost.

 

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

 

The recognition of a compound instrument consists of 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 ordinary share).

 

The issuance of "Notes" must be registered at an specific liability account and updated according to the agreed rates and adjusted by the effect of the exchange rate variations, when denominated in foreign currency. All remuneration related to these instruments, such as interest and Exchange variation (difference between the functional currency and the currency in which the instrument was named) shall be accounted for as expenses for the period, according to the accrual basis.

 

The relevant details of these issued instruments are described in note 8-b.5.

 

j) Measurement of financial assets and liabilities and recognition of fair value changes

 

Recognition of fair value changes

 

As a general rule, changes in the carrying amount of financial assets and liabilities are recognized in the consolidated income statement, distinguishing between those arising from the accrual of interest and similar items which are recognized under “Interest and similar income” or “Interest expense and similar charges”, as appropriate and those arising for other reasons, which are recognized at their net amount under “Gains (losses) on financial assets and liabilities (net)”.  

Interim Consolidated Condensed Financial Statements - June 30, 2018 22

 
 

Adjustments due to changes in fair value arising from Available-for-sale financial assets are recognized temporarily in equity under “Other Comprehensive Income”. Items charged or credited to this account remain in the Bank’s consolidated stockholders´ equity until the related assets are written-off, whereupon they are charged to the consolidated income statement.

Hedging transactions

The consolidated entities use financial derivatives for the following purposes: i) to provide these instruments to customers who request them in the management of their market and credit risks; ii) to use these derivatives in the management of the risks of the Bank entities' own positions and assets and liabilities (“hedging derivatives”); and iii) to obtain gains from changes in the prices of these derivatives (“financial derivatives”).

Financial derivatives that do not qualify for hedge accounting are treated for accounting purposes as trading derivatives.

A derivative qualifies for hedge accounting if all the following conditions are met:

1. The derivative hedges one of the following three types of exposure:

a. Changes in the fair value of assets and liabilities due to fluctuations, among other, in the interest rate and/or exchange rate to which the position or balance to be hedged is subject (“fair value hedge”);

b. Changes in the estimated cash flows arising from financial assets and liabilities, commitments and highly probable forecast transactions (“cash flow hedge”);

c. The net investment in a foreign operation (hedge of a net investment in a foreign operation).

2. It is effective in offsetting exposure inherent in the hedged item or position throughout the expected term of the hedge, which means that:

a. At the date of arrangement the hedge is expected, under normal conditions, to be highly effective (prospective effectiveness).

b. There is sufficient evidence that the hedge was actually effective during the whole life of the hedged item or position (retrospective effectiveness).

3. There must be adequate documentation evidencing the specific designation of the financial derivative to hedge certain balances or transactions and how this effective hedge was expected to be achieved and measured, provided that this is consistent with the Bank’s management of own risks.

The changes in value of financial instruments qualifying for hedge accounting are recognized as follows: 

a. In fair value hedges, the gains or losses arising on both the hedging instruments and the hedged items (attributable to the type of risk being hedged) are recognized directly in the consolidated income statement.

b. In cash flow hedges, the effective portion of the change in value of the hedging instrument is recognized temporarily in equity under “Other comprehensive Income - Cash flow hedges” until the forecast transactions occur, when it is recognized in the consolidated income statement, unless, if the forecast transactions result in the recognition of non-financial assets or liabilities, it is included in the cost of the non-financial asset or liability. The ineffective portion of the change in value of hedging derivatives is recognized directly in the consolidated income statement.

 

c. The ineffective portion of the gains and losses on the hedging instruments of cash flow hedges and hedges of a net investment in a foreign operation are recognized directly under “Gains (losses) on financial assets and liabilities (net)” in the consolidated income statement.

 

If a derivative designated as a hedge instrument no longer meets the requirements described above due to expiration, ineffectiveness or for any other reason, the derivative is classified as a trading derivative.

 

When fair value hedge accounting is discontinued (repealed, expired, sold or no longer meet hedge accounting criteria) the adjustments previously recognized on the hedged item are transferred to profit or loss at the effective interest rate re-calculated at the date of hedge discontinuation. The adjustments must be fully amortized at maturity.

 

When cash flow hedges are discontinued, any cumulative gain or loss on the hedging instrument recognized in equity under "Other comprehensive Income” (from the period when the hedge was effective) remains recognized in equity until the forecast transaction occurs at which time it is recognized in profit or loss, unless the transaction is no longer expected to occur, in which case any cumulative gain or loss is recognized immediately in profit or loss.

 

For the accounting and disclosure of hedge accounting structures as of June 30, 2018, the Bank used the option of IAS 39 to maintain the practices determined by this rule, while IFRS 9 has not yet defined all the treatments to be applied for this operation type.   

 

2.  Basis of consolidation 


Below are highlighted the controlled entities and investment funds included in the consolidated financial statements of Banco Santander. Similar information regarding companies accounted by the equity method by the Bank is provided in Note 6.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018

23


 
 

 

 

 

 

 

 

Directly and Indirectly controlled by Banco Santander (Brasil) S.A.

 

Participation %

 

Activity

Direct

Banco Bandepe S.A.

 Bank

100.00%

100.00%

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

Leasing

78.57%

99.99%

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

 Financial

100.00%

100.00%

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

 Buying club

100.00%

100.00%

Atual Serviços de Recuperação de Créditos e Meios Digitais S.A. (current corporate name of  Atual Companhia Securitizadora de Créditos
Financeiros ) (4) (11)

Securitization

100.00%

100.00%

Santander Corretora de Câmbio e Valores Mobiliários S.A.  (Santander CCVM)

 Broker

99.99%

100.00%

Santander Corretora de Seguros, Investimentos e Serviços S.A. (Santander Corretora de Seguros) (current corporate name of Santander Participações S.A.)  (3) (6) (8) (9) (10) (17) (18) (19)

Recovery of Defaulted Credits

100.00%

100.00%

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

Payment Institution

88.50%

88.50%

Sancap Investimentos e Participações S.A.  (Sancap)

 Holding

100.00%

100.00%

Santander Brasil Establecimiento Financiero de Credito

Financial

100.00%

100.00%

Santander Holding Imobiliária S.A. (current corporate name of Webcasas S.A.) (2)

 Holding

100.00%

100.00%

Santander Brasil Tecnologia S.A. (20)

Technology

100.00%

100.00%

Rojo Entretenimento S.A. (22)

 Other Activities

94.60%

94.60%

       
     

Controlled da Atual Serviços de Recuperação de Créditos
e Meios Digitais S.A. (current corporate name of da Atual
Companhia Securitizadora de Créditos Financeiros ) (11)(15)

 

 

 

Ipanema Empreendimentos e Participações (15)

 Credit Management and Recovery Management

                      -  

70.00%

 

 

 

 

     

Controlled by Ipanema Empreendimentos e Participações (15)

 

 

 

Gestora de Investimentos Ipanema (15)

Resource Manager

                      -  

100.00%

       

Controlled by Getnet S.A.

 

 

 

 Auttar HUT Processamento de Dados Ltda. (Auttar HUT)

 Other Activities

                      -  

100.00%

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

 Other Activities

                      -  

100.00%

Toque Fale Serviços de Telemarketing Ltda. (Toque Fale)

 Other Activities

                      -  

100.00%

       

Controlled by Sancap

 

 

 

Santander Capitalização S.A. (Santander Capitalização)

Savings and annuities

                      -  

100.00%

Evidence Previdência S.A.

Social Securities

                      -  

100.00%

       

Controlled by Aymoré CFI

 

 

 

Super Pagamentos e Administração de Meios Eletrônicos Ltda. (Super Pagamentos) (1)(16)

Payment Institution

                      -  

100.00%

Banco Olé Bonsucesso Consignado S.A. (Olé Consignado) (12)

Bank

                      -  

60.00%

Banco PSA Finance Brasil S.A.

Bank

                      -  

50.00%

Banco Hyundai Capital Brasil S.A. (company in the process of transformation and original BHJV Assessoria e Consultoria Empresarial
Ltda.) (23)

In transformation

                      -  

50.00%

 

     

Controlled by Olé Consignado

 

 

 

 BPV Promotora de Vendas e Cobrança Ltda.

 Other Activities

                      -  

100.00%

 Olé Tecnologia Ltda.

 Other Activities

                      -  

100.00%

       

Controlled by Santander Leasing

 

 

 

Santander Finance Arrendamento Mercantil S.A. (current corporate name of PSA Finance Arrendamento Mercantil S.A. (Santander Finance Arrendamento Mercantil))

Leasing

                      -  

100.00%

Interim Consolidated Condensed Financial Statements - June 30, 2018 24

 
 
               

Consolidated Investment Funds

 

Participation %

 

Activity

Direct

Santander FIC FI Contract I Referenciado DI

Investment Fund

                      -  

(a)

Santander Fundo de Investimento Unix Multimercado Crédito Privado

Investment Fund

                      -  

(a)

Santander Fundo de Investimento Diamantina Multimercado Crédito Privado de Investimento no Exterior

Investment Fund

                      -   

(a)

Santander Fundo de Investimento Amazonas Multimercado Crédito Privado de Investimento no Exterior

Investment Fund

                      -  

(a)

Santander Fundo de Investimento SBAC Referenciado DI Crédito Privado

Investment Fund

                      -  

(a)

Santander Fundo de Investimento Guarujá Multimercado Crédito Privado de Investimento no Exterior

Investment Fund

                      -  

(a)

Santander Fundo de Investimento Financial Curto Prazo

Investment Fund

                      -  

(a)

Santander Fundo de Investimento Capitalization Renda Fixa

Investment Fund

                      -  

(a)

Santander Paraty QIF PLC (5)

Investment Fund

                      -  

(a)

Santander FI Hedge Strategies Fund (Santander FI Hedge Strategies) (5)

Investment Fund

                      -  

(a)

BRL V - Fundo de Investimento Imobiliário-FII (7)

Real Estate Investment Fund

                      -  

(a)

Fundo de Investimento em Direitos Creditórios Multisegmentos NPL Ipanema VI - Não Padronizado (Fundo Investimento Ipanema NPL VI) (13)

Investment Fund

                      -  

(a)

Fundo de Investimento em Direitos Creditórios Multisegmentos NPL Ipanema VI - Não Padronizado (Fundo Investimento Ipanema NPL V) (14)

Investment Fund

                      -  

(a)

 

 

(a) Company over which the Bank is exposed, or has rights, to variable returns and have the ability to affect those returns through the power of decision, in accordance with IFRS 10 - Consolidated Financial Statements. Banco Santander and its subsidiaries holds 100% of the shares of these investment funds.

(1) In May, 2017, it was approved by Bacen the authorization process for the Company operates as a payment institution.

(2) Through the Private Instrument of Purchase and Sell of Stocks held on October 26, 2017, Santander Serviços sold its interest held in Webcasas S.A. to Banco Santander. The full sale occurred at book value. At the EGM held on November 1, 2017, it was approved the change in the corporate name from Webcasas S.A. to Santander Holding Imobiliária S.A. and business purpose to new activities to be performed.          

(3) On December 22, 2017, Santander Corretora de Seguros (current corporate name of Santander Participações SA), Cia de Ferro Ligas da Bahia - Ferbasa SA (Ferbasa) and Brazil Wind SA entered into an agreement for the sale of 100% percent) of the shares issued by BW Guirapá I SA (respectively the Contract and BW Guirapá I SA) held by Santander Corretora de Seguros and Brazil Wind SA to Ferbasa (Operation). The basic price of the total sale of this operation is R$414 million, and an additional amount of up to R$35 million may be paid if future targets stipulated in the Contract are met. On April 2, 2018, the closing of the transaction was implemented. This investment was written off, as a result the assets and liabilities of BW Guirapa and its subsidiaries are no longer consolidated in the Conglomerate Balance Sheet, and the result is recorded in the income statement until the base date of November 30, 2017 (Note 10).

(4) At the Extraordinary General Meeting held on March 23, 2018, a capital increase of R$150,000 was approved, through the issue of one hundred and forty-five million, four hundred and nineteen thousand, two hundred and ninety two) new common, nominative shares with no par value, with capital stock increasing from R$120,000 to R$270,000. The shares issued as a result of the capital increase were fully subscribed by the shareholder Banco Santander. Also, the AGE decided to change the company's name to Current Credit Recovery and Digital Media Services S.A.

(5) 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.

(6) At the ESM held on September 29, 2017, Santander Corretora de Seguros' shareholders' equity increase was approved in the amount of R$12,900, based on the net assets of Santander Brasil Advisory calculated based on its book value at base date of August 31, 2017, of which the amount of R$8,463 was allocated to the share capital account of Santander Corretora de Seguros, increasing the current capital from R$1,717,652 to R$1,726,115, by issuing a total of 37,554 (thirty-seven thousand, five hundred and fifty-four) nominative common shares with no par value that were subscribed and paid-in on that date by Banco Santander, the issue price was set at R$343.50 per share, calculated based on their respective carrying amounts, on the base date of August 31, 2017.

(7) Banco Santander figured as lender of certain delayed debts (loans) for which had real assets as guarantees. The process of credit recovery consists in converted into capital contributions by the Real Estate Fund in conjunction transfer of the same shares to Banco Santander through the process of payment in kind of the above credit operations payments.

(8) At the Extraordinary Shareholders' Meeting held on May 8, 2017, the change of the corporate name of Santander Participações S.A. to Santander Corretora de Seguros, Investimentos e Serviços S.A. was approved. At the same Extraordinary General Meeting, the amendment of the Company's corporate purpose was approved.

(9) At the ESM held on August 31, 2017, a capital increase of R$17,652 was approved, in view of the version of the net assets of Santander Microcrédito, based on its book value at the date - based on June 30, 2017, entirely destined to the share capital account of Santander Corretora de Seguros, transferring the capital stock from the current R$1,700,000 to R$1,717,652, through the issuance of a total of 51,776 (fifty-one thousand, seven hundred and seventy-six) registered common shares with no par value that were subscribed and paid by Banco Santander on that date, the issue price was set at R$340.93 per share, calculated based on their respective book values, on the base date of June 30, 2017.

(10) On August 31, 2017, the merger and the Private Instrument of Protocol and Justification of Santander Microcrédito by Santander Corretora de Seguros (current corporate name of Santander Participações S.A.) were approved, so that Santander Corretora de Seguros received through their book value, based on the balance sheet drawn up on June 30, 2017, all of the assets, rights and obligations of Santander Microcrédito. With the extinction of Santander Microcrédito the Santander Corretora de Seguros became its successor in all its rights and obligations.

(11) At the ESM held on September 11, 2017, a capital increase of R$120,000 was approved, through the issuance of 120,000,000 (one hundred and twenty million) new common shares, nominative and without par value, the capital stock of R$100.00 (one hundred reais) to R$120,000. The shares issued as a result of the capital increase were fully subscribed by the shareholder Banco Santander.        

(12) All shareholders canceled the General Shareholders' Meeting of December 19, 2017, which approved the increase in the capital stock of Olé Consignado in the amount of R$120,000. On February 9, 2018, shareholders representing the entire share capital of Olé Consignado, meeting at the Extraordinary Shareholders' Meeting held on February 9, 2018, approved the increase in the capital of Olé Consignado in the amount of R$120,000, from the current R$400,000 to R$520,000, through the issuance of 57,089,392 (fifty-seven million, eighty-nine thousand, three hundred and ninety-two) common, nominative and non-par value shares fully subscribed and paid up by the shareholders on the date of the AGE in proportion to their respective shareholdings. The Extraordinary Shareholders' Meeting held on February 9, 2018, which approved the capital increase, was approved by the Central Bank in an order dated March 15, 2018.

       

Interim Consolidated Condensed Financial Statements - June 30, 2018 25

 

 

 

 

(13) This investment fund was formed and started to be consolidated in September of 2017. It refers to a structure where the Bank has sold certain loans agreements which were already written-off (agreements matured over 360 days) and transferred to this fund. The current Companhia Securitizadora de Créditos Financeiros (current Securitization Company), company controlled by the Bank, holds 100% of the fund´s shares.

(14) This fund was consolidated in October 2017 and is indirectly controlled by Atual Securitizadora.

(15) Investment acquired in October 16, 2017.

(16) At the ESM held on July 21, 2017, the capital increase of Super Payments in the amount of R$20,000 was approved, increasing the capital stock from R$49,451 to R$69,451 through the issuance of 50,724,086 (fifty million, seven hundred and twenty-four thousand and eighty-six) new nominative common shares, with no par value, in all identical to those previously existing, at the approximate issue price of R$394.29 per thousand shares at the book value of Super Payments on June 30, 2017. The shares issued were fully subscribed and paid-in on the same date by Aymoré CFI.

(17) On September 29, 2017, the merger and the Private Instrument of Protocol and Justification of Santander Brasil Advisory by Santander Corretora de Seguros (current corporate name of Santander Participações S.A.) were approved, so that Santander Corretora de Seguros received through their book value, based on the balance sheet drawn up on August 31, 2017, all of the assets, rights and obligations of Santander Brasil Advisory. With the extinction of Santander Brasil Advisory the Santander Corretora de Seguros became its successor in all its rights and obligations. 

(18) On November 17, 2017, Banco Santander acquired from Santusa Holding, S.L. the share held by it in the share capital of Santander Serviços. The amount of R$298,978 relating to goodwill was recorded on Stockholders' Equity.

(19) On November 30, 2017, the merger and the Private Instrument of Protocol and Justification of the Merger Santander Serviços by Santander Corretora de Seguros (current corporate name of Santander Participações S.A.). With the extinction of Santander Serviços , Santander Corretora de Seguros became its successor in all its rights and obligations.

(20) On February 28, 2018, the company Isban Brasil S.A. was merged in Produban Serviços de Informática S.A. (both entities controlled and with totality of their equity stake held by Banco Santander), being certain that Produban Serviços de Informática S.A. has succeeded the extinguished Isban Brasil S.A. in all of its rights and obligations. On the same date, Produban Serviços de Informtática had its corporate name changed to Santander Brasil Tecnologia S.A., a company controlled and with equity fully held by Banco Santander.

(21) At the ESM held on March 19, 2018, the capital increase of Santander Brasil Tecnologia SA (currently known as Produban Serviços de Informática SA) was approved in the amount of R$4,000, through the capitalization of the reserve for equalization of dividends, without changing the number of shares, the capital stock being increased from R$91,048 to R$95,048, represented by forty-five million, three hundred and seventy-one thousand, two hundred and twenty-five (45,371,225) common, nominative shares Nominal value.

(22) Investment transferred from non-current assets held for sale (Note 4) in June 2018.

(23) On May 8th, 2018, Aymoré CFI and Hyundai Capital took resolution regarding the transformation into a stock corporation and capital increase of Banco Hyundai Capital Brasil S.A., in the amount of R$ 99,995, amounting the total share capital of R$ 100,000, divided into 100,000,000 nominative common shares without par value, being 50% of the shares issued by the company held by Aymoré CFI and 50% of the shares issued by the company held by Hyundai Capital.

 

a) Partnership Formation with HDI Seguros S.A. for the Creation of the Totally Digital Cars Insurance Company

 

On December 20, 2017, the Bank signed agreements with HDI Seguros S.A. (HDI), in order to form a partnership for the issuance, offering and commercialization of car insurance 100% digital, through the creation of a new insurance company – the Santander Auto, which is controlled 50% by Sancap, entity fully controlled by Banco Santander, and 50% by HDI. The conclusion of this operation is subjected to the compliance with determined conditions including relevant regulatory authorizations. On March 2, 2018 the CADE approval has been granted.

 

b) Opening of the branch in Luxembourg 


The Brazilian Central Bank, on June 9, 2017, granted to Banco Santander the authorization for the incorporation of a branch in Luxembourg, with a capital equivalent to US$1 billion (approximately R$ 3.2 billion) and the purpose of complementing the foreign trade strategy for corporate clients (large Brazilian companies and their operations abroad) and offering products and financial services through an offshore entity that is not established in a jurisdiction with favored taxation and that it allows an increase of the ability to source funds. The branch was authorized by the Luxembourg financial authority on March 5, 2018. On April 3, 2018, the Company's capital stock was reduced by US$1 billion to the outstanding capital of the Luxembourg branch.

 

c) Market Agreement for indirect purchase of share on equity capital of Ipanema Empreendimentos e Participações and Gestora de Investimentos Ipanema


On July 5, 2017, Atual Securitizadora, a wholly-owned subsidiary of Banco Santander, entered into a purchase and sale agreement to acquire a corporate interest equivalent to 70% of the quotas representing Ipanema Empreendimentos e Participações Ltda. Gestora de Investimentos Ipanema Ltda. and the Investment Fund Ipanema NPL V. On September 19, 2017, the Central Bank authorized the acquisition and, after fulfilling the other conditions precedent, the parties concluded the transaction on October 16, 2017.

 

d) Constitution of the Hyundai Group in Brazil  


On April 28, 2016, Aymoré CFI and Banco Santander signed with Hyundai Capital Services, Inc. (Hyundai Capital) the necessary documents to establish Banco Hyundai Capital Brasil SA and an insurance brokerage firm to supply products and financial services for auto financing and insurance brokerage, for Hyundai's consumers and dealers in Brazil. The bank will be held 50% by Aymoré CFI and 50% by Hyundai Capital. In a Presidential Decree of September 18, 2017, the Brazilian government recognized that foreign participation in the Bank is of interest. On September 27, 2017, Bacen expressed favor with the project. On April 11, 2018, the parties constituted, with the participation of 50% of Aymoré and 50% of Hyundai Capital, the company BHJV Assessoria e Consultoria em Gestão Empresarial Ltda., Non-operating entity, which, on May 8, 2018, was transformed into Banco Hyundai Capital Brasil SA and its capital stock increased by R$99,995 to R$100,000, divided into 100,000 registered common shares with no par value. The articles of incorporation of Banco Hyundai Capital Brasil S.A. are under analysis before Bacen and its operation as a financial institution in the multiple bank category is subject to the issuance of the respective authorization for the operation of that municipality. Banco Santander has control of this company.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018

26


 

 

 
e) Constitution of the Credit Intelligence Manager - Partnership between Banco Santander and Other Banks of the Brazilian Market

 

On April 14, 2017, the shareholders signed the definitive documents necessary for the creation of a new credit bureau, Gestora de Inteligência de Crédito S.A. (Company), whose control is shared among the shareholders that hold 20% of its capital social each. The Company will develop a database with the objective of aggregating, reconciling and processing registration and credit information of individuals and legal entities, in accordance with the applicable standards, providing a significant improvement in the processes of granting, pricing and directing credit lines. The Bank estimates that the Company will be fully operational in 2019.

 

f) Constitution BEN Benefícios e Serviços S.A.

 

On June 11, 2018, BEN Benefícios e Serviços SA, 100% owned by Banco Santander, was incorporated into the supply and administration of meal vouchers, food vouchers, transportation vouchers, culture vouchers and the like, via printed or loaded onto electronic or magnetic cards. The Bank estimates that the Company will be fully operational in 2019.

 

3.            Financial assets                                                                                                                                                

 

a) Breakdown by Category and Nature                                                                                                                       

 

The breakdown by nature and category for measurement purpose, of the Bank’s financial assets, except for the balances relating to “Cash and Balances with the Brazilian Central Bank” and “Hedging Derivatives”, at June 30, 2018 and December 31, 2017, is as follows:

 

 

 

6/30/2018

   

Financial Assets Measured At Fair Value Through Profit Or Loss

Other Financial Assets Measured At Fair Value Through Profit Or Loss

Financial Assets Measured At Fair Value Through Other Comprehensive Income

Financial Assets Measured At Amortized Cost

Total

   

Loans and amounts due from credit institutions

  -

-

-

  36,207,251

  36,207,251

 Of which:

 

 

 

 

 

 

Loans and amounts due from credit institutions, gross

  -

-

-

  36,207,251

  36,207,251

Impairment losses (note 3-b.2)

 

  -

-

-

-

-

Loans and advances to customers

  -

-

-

  283,742,023

  283,742,023

 Of which:

 

 

 

 

 

 

Loans and advances to customers, gross (1)

 

  -

-

-

  302,413,684

  302,413,684

Impairment losses (note 3-b.2)

 

  -

-

-

  (18,671,661)

  (18,671,661)

Debt instruments

 

36,303,231

  1,619,848

  86,185,546

  43,573,540

  167,682,165

 Of which:

           

  Debt instruments

 

  -

-

-

  46,226,219

  46,226,219

Impairment losses (note 3-b.2)

 

  -

-

-

  (2,652,679)

  (2,652,679)

Equity instruments

 

  766,691

-

16,316

-

783,007

Trading derivatives

 

17,764,573

-

-

-

  17,764,573

Financial Assets Measured At Amortized Cost - Debt Instruments

  645,784

-

-

-

645,784

Total

 

55,480,279

  1,619,848

  86,201,862

  363,522,814

  506,824,803

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 27

 
 

 

 

 

 

 

 

 

12/31/2017

 

 Financial Assets Held for Trading

Other Financial Assets Measured at Fair Value through Profit or Loss

Available-for-Sale Financial Assets

Held to maturity investments

Loans and Receivables

Total

 

Loans and amounts due from credit institutions

  -

  -

-

-

  32,300,095

  32,300,095

 Of which:

 

 

 

 

 

 

Loans and amounts due from credit institutions, gross

  -

  -

-

-

  32,369,110

  32,369,110

Impairment losses (note 3-b.2)

  -

  -

-

-

(69,015)

(69,015)

Loans and advances to customers

  -

  -

-

-

  272,420,157

  272,420,157

 Of which:

 

 

 

 

 

 

Loans and advances to customers, gross (1)

  -

  -

-

-

  287,829,213

  287,829,213

Impairment losses (note 3-b.2)

  -

  -

-

-

  (15,409,056)

  (15,409,056)

Debt instruments

34,879,681

1,658,689

  84,716,747

-

  17,616,515

  138,871,632

 Of which:

           

  Debt instruments

  -

  -

-

-

  20,400,082

  20,400,082

Impairment losses (note 3-b.2)

  -

  -

-

-

  (2,783,567)

  (2,783,567)

Equity instruments

  489,770

  33,368

  1,106,637

-

-

  1,629,775

Trading derivatives

17,070,125

  -

-

-

-

  17,070,125

Held to maturity investments

  -

  -

-

  10,214,454

-

  10,214,454

Total

52,439,576

1,692,057

  85,823,384

  10,214,454

  322,336,767

  472,506,238

(1) On June 30, 2018, the amount recorded in “Loans and advances to customers” related to loan portfolio assigned is R$173,151 (12/31/2017 – R$431,397), and R$977,997 (12/31/2017 – R$428,248) of “Other financial liabilities - Financial Liabilities Associated with Assets Transfer”.

 

b) Valuation adjustments for impairment of financial assets

 

b.1) Available-for-sale financial assets                                                                                                                       

As indicated in Note 2 of the consolidated financial statements of the Bank for the year ended December 31, 2017, changes in the carrying amounts of financial assets and liabilities are recognized in the consolidated income statement. Except in the case of Financial Assets Measured At Fair Value Through Other Comprehensive Income (classified as available-for-sale financial assets until December 31, 2017, prior to the IFRS 9 adoption, as described in note 1), whose changes in value are recognized temporarily in consolidated stockholders' equity under "Other Comprehensive Income".

 

Charge or credit to the “Other Comprehensive Income” as a result of the fair value measurement, remain in the Bank's consolidated stockholders' equity until the related assets are write-off, whereupon they are accounted to the consolidated income statement. As part of the process of fair value measurement, when there is objective evidence that the financial instruments are impaired, the amounts are no longer recognized in equity under “Financial Assets Measured at Fair Value through Other Comprehensive Income” and are reclassified, for the cumulative amount at that date, to the consolidated income statement.

 

On June 30, 2018 the Bank analyzed the changes in fair value of the various assets comprising this portfolio and concluded that, at that date, there were no significant differences whose origin could be considered to arise from permanent impairment. Accordingly, the total of the changes in the fair value of these assets are presented under “Other Comprehensive Income”. The changes in the balance of valuation adjustments in the interim period are recognized in the Consolidated Statements of Comprehensive Income.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 28

 

 
 

b.2) Financial Assets Measured At Amortized Cost - Loans, amounts due from credit institutions and advances to customers

 

The changes in the balance of the allowances for impairment losses on the assets included under inancial Assets Measured At Amortized Cost - Loans, amounts due from credit institutions and advances to customers (classified as “Loans and Receivables” until December 31, 2017, prior to the IFRS 9 adoption, as described in note 2) for the six-month period ended June 30, 2018 and 2017 were as follows:

 

   

1/01 to
6/30/2018

Balance at beginning of the period (in 01/01/2018 after the IFRS 9 first adoption)

 

             20,723,062


Provision for losses on financial assets and recovery of loans written off for loss – Loans and receivables

 

               6,592,817

Write-off of impaired balances against recorded impairment allowance

 

              (5,991,539)

Balance at end of the period (Note 3.a)

 

             21,324,340

Provision for contingent liabilities (note 9.a)

 

                  704,021

Total balance of allowance for impairment losses, including provisions for contingent liabilities

 

             22,028,361

Loans written-off recovery

 

                  413,815

   

01/01 a
06/30/2017

Balance at beginning of the period (IAS 39) (Note 3.a)

 

             18,191,126


Provision for losses on financial assets and recovery of loans written off for loss – Loans and receivables

 

               6,840,293

Write-off of impaired balances against recorded impairment allowance

 

              (7,792,121)

Balance at end of the period (IAS 39)

 

             17,239,298

Loans written-off recovery

 

                  680,958

 

Considering these amounts recognized in “Impairment losses charged to income” and the "Recoveries of loans previously charged off", the "Impairment losses on financial assets measured at amortized cost” (classified previously at Impairment losses on financial assets - loans and receivables) amounted to R$6,179,002 and R$6,159,335 in the six-month period ended June 30, 2018 and 2017, respectively.                

 

c) Impaired assets                                                                                                                                                            

 

A financial asset is considered impaired when there is objective evidence that events have occurred which: (i) give rise to an adverse impact on the future cash flows that were estimated at the transaction date, in the case of debt instruments (loans and debt securities); (ii) mean that their carrying amount cannot be fully recovered, in the case of equity instruments; (iii) arising from the violation of terms of loans, and (iv) during the Bankruptcy process.

Detail of the changes in the balance of the financial assets classified as "Loans and advances to customers" considered to be impaired due to credit risk in the six-month period ended June 30, 2018 and 2017 is as follows:

 

   

1/01 to
6/30/2018

Balance at beginning of the period (in 01/01/2018 after the IFRS 9 first adoption)

 

             19,847,987

Net additions

 

               6,697,637

Write-off of impaired balances against recorded impairment allowance

 

              (5,991,539)

Balance at end of the period (IFRS 9)

 

             20,554,085

     
   

01/01 a
06/30/2017

Balance at beginning of the period  (IAS 39)

 

             18,887,132

Net additions

 

               7,012,564

Write-off of impaired balances against recorded impairment allowance

 

              (7,792,121)

Balance at end of the period (IAS 39)

 

             18,107,575

 

d) Provisions for contingent liabilities

               

According to the Note 2.iii.ix, IFRS 9 requires that a provision for expected loan losses shall be registered for contracts of financial guarantees provided which had not been honored. It shall be measured and registered the provision expense that reflects the credit risk when the honor of these guarantees occurs and the client endorsed does not comply with its contractual obligations. So it is demonstrated below the changes of such provisions for the period of three months ended in June 30, 2018.                                                       

 

 

 

1/01 to
6/30/2018

Balances at the beginning of the period (in 01/01/2018 after the IFRS 9 first adoption)

 

674,513

Constitution of provisions for contingent liabilities

 

29,508

Balances at the end of period (Note 3.b.2)

 

704,021

 

4.            Non-current assets held for sale

Non-current assets held for sale includes foreclosed assets and other tangible assets for sale.

On June 30, 2018, the Management of Banco Santander revalued its strategy on the investment in the company Real TJK Empreendimento Imobiliário SA (currently corporate name Rojo Entretenimento SA), a company that owns the Santander Theater, and decided to transfer the item non-current assets held for sale to associates and subsidiaries (Note 2). As of December 31, 2017, the amount recorded under the caption was R$130,713.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 29


 
 
 

 

5.            Investments in associates and Joint Ventures

 

Jointly controlled

Banco Santander considers investments classified as jointly controlled: when they possess a shareholders' agreement, which sets the strategic financial and operating decisions requiring the unanimous consent of all investors.

 

Significant Influence

Associates are entities over which the Bank is in a position to exercise significant influence (significant influence is the power to participate in the financial and operating policy decisions of the investee) but it does not control or has joint control over those policies.

 

a) Breakdown

 

 

Activity

 

 

 

Participation %

Jointly Controlled by Banco Santander

Country

   

6/30/2018

12/31/2017

Banco RCI Brasil S.A.

 Financial

Brasil

 

 

39.89%

39.89%

Norchem Participações e Consultoria S.A. (1) (6)

 Other Activities

Brasil

 

 

50.00%

50.00%

Cibrasec - Companhia Brasileira de Securitização (1) (6)

Securitization

Brasil

 

 

9.72%

9.72%

Estruturadora Brasileira de Projetos S.A. - EBP (1)(5)(6)

Other Activities

Brasil

 

 

11.11%

11.11%

Gestora de Inteligência de Crédito (2)(4)

Credit Bureau

Brasil

 

 

20.00%

20.00%

Campo Grande Empreendimentos

Other Activities

Brasil

 

 

25.32%

25.32%

 

 

 

 

 

 

 

Jointly Controlled by Santander Corretora de Seguros  (current Company name of Santander Participações S.A.)

 

 

 

 

 

 

Webmotors S.A.  (7)

Other Activities

Brasil

 

 

70.00%

70.00%

Tecnologia Bancária S.A. - TecBan (1)

Other Activities

Brasil

 

 

19.81%

19.81%

PSA Corretora de Seguros e Serviços Ltda. (3)(8)

 Insurance Broker

Brasil

 

 

50.00%

50.00%

 

 

 

 

 

 

 

Significant Influence of Banco Santander

 

 

 

 

 

 

Norchem Holding e Negócios S.A. (1)

Other Activities

Brasil

 

 

21.75%

21.75%

             

 

 

Investments

       

6/30/2018

12/31/2017

           

Jointly Controlled by Banco Santander

 

 

 

        510,604

        495,264

Banco RCI Brasil S.A.

 

 

 

 

        448,061

        427,801

Norchem Participações e Consultoria S.A.

 

 

 

 

          25,614

          25,550

Cibrasec - Companhia Brasileira de Securitização

 

 

 

 

            7,212

            7,438

Estruturadora Brasileira de Projetos S.A. - EBP

 

 

 

 

            3,638

            4,707

Gestora de Inteligência de Crédito

 

 

 

 

          25,824

          29,513

Campo Grande Empreendimentos

 

 

 

 

               255

               255

 

 

 

 

 

 

 

Jointly Controlled by Santander Corretora de Seguros  (current Company name of da Santander Participações S.A.)

 

 

 

 

        421,825

        350,440

Webmotors S.A. 

 

 

 

 

        271,537

        197,930

Tecnologia Bancária S.A. - TecBan

 

 

 

 

        149,266

        151,019

PSA Corretora de Seguros e Serviços Ltda.

 

 

 

 

            1,022

            1,491

             

Significant Influence of Banco Santander

 

 

 

 

          20,668

          20,860

Norchem Holding e Negócios S.A.

 

 

 

 

          20,668

          20,860

Total

 

 

 

 

        953,097

        866,564

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 30

 

 

 

Results of Investments

   

4/01 to
6/30/2018

4/01 to
6/30/2017

 

1/01 to
6/30/2018

1/01 to
6/30/2017

Jointly Controlled by Banco Santander

 

         22,102

          22,332

 

          20,219

          22,542

Banco RCI Brasil S.A.

 

         23,382

          22,562

 

          24,243

          22,886

Norchem Participações e Consultoria S.A.

 

              240

               458

 

               628

               975

Cibrasec - Companhia Brasileira de Securitização

 

              292

               126

 

               107

               228

Estruturadora Brasileira de Projetos S.A. - EBP

 

                13

             (814)

 

          (1,069)

          (1,547)

Gestora de Inteligência de Crédito

 

          (1,825)

                  -  

 

          (3,690)

                  -  

 

 

 

 

 

 

 

Jointly Controlled by Santander Corretora de Seguros  (current Company name of Santander Participações S.A.)

 

           7,325

          10,522

 

          12,423

          15,404

Webmotors S.A. 

 

           7,022

            3,993

 

          13,895

            9,119

Tecnologia Bancária S.A. - TecBan

 

              131

            6,287

 

          (1,753)

            5,959

PSA Corretora de Seguros e Serviços Ltda.

 

              172

               242

 

               281

               326

 

 

 

 

 

 

 

Significant Influence of Banco Santander

 

              158

               355

 

               320

               707

Norchem Holding e Negócios S.A.

 

              158

               355

 

               320

               707

Total

 

         29,585

          33,209

 

          32,962

          38,653

             

 

 

6/30/2018

     

Total assets

 

Total liabilities

Total profit/(loss) (5)

Jointly Controlled by Banco Santander

   

   10,885,464

 

     9,473,652

          35,056

Banco RCI Brasil S.A.

 

   10,536,121

 

     9,412,906

          60,774

Norchem Participações e Consultoria S.A.

 

 

          78,347

 

          27,119

            1,257

Cibrasec - Companhia Brasileira de Securitização

 

 

          78,717

 

            3,201

            1,098

Estruturadora Brasileira de Projetos S.A. - EBP

 

 

          32,784

 

                 43

          (9,623)

Gestora de Inteligência de Crédito

 

 

        159,495

 

          30,383

        (18,450)

 

 

 

 

 

 

 

Jointly Controlled by Santander Corretora de Seguros

   

     2,239,101

 

     1,410,814

          11,564

Webmotors S.A. 

 

 

        411,457

 

          23,547

          19,849

Tecnologia Bancária S.A. - TecBan

 

 

     1,824,644

 

     1,386,312

          (8,848)

PSA Corretora de Seguros e Serviços Ltda.

 

 

            3,000

 

               955

               563

             

Significant Influence of Banco Santander

   

        121,018

 

          25,991

            1,472

Norchem Holding e Negócios S.A.

 

 

        121,018

 

          25,991

            1,472

Total

 

 

   13,245,583

 

   10,910,457

          48,092

             

 

 

12/31/2017

     

Total assets

 

Total liabilities

Total profit/(loss) (5)

Jointly Controlled by Banco Santander

   

     9,432,738

 

     8,043,604

          43,866

Banco RCI Brasil S.A.

 

     9,057,261

 

     7,985,647

          74,452

Norchem Participações e Consultoria S.A.

 

 

          78,674

 

          27,574

            2,665

Cibrasec - Companhia Brasileira de Securitização

 

 

          86,378

 

            9,884

            4,000

Estruturadora Brasileira de Projetos S.A. - EBP

 

 

          42,627

 

               264

        (14,040)

Gestora de Inteligência de Crédito

 

 

        167,798

 

          20,235

        (23,211)

 

 

 

 

 

 

 

Jointly Controlled by Santander Corretora de Seguros

     1,967,989

 

     1,077,782

          74,861

Webmotors S.A. 

 

 

        490,458

 

          50,413

          31,264

Tecnologia Bancária S.A. - TecBan

 

 

     1,472,774

 

     1,025,593

          41,932

PSA Corretora de Seguros e Serviços Ltda.

 

 

            4,757

 

            1,776

            1,665

             

Significant Influence of Banco Santander

   

        122,176

 

          26,267

            5,597

Norchem Holding e Negócios S.A.

 

 

        122,176

 

          26,267

            5,597

Total

 

 

   11,522,903

 

     9,147,653

        124,324

 

b) Changes                                                                                                                                                                         

 

The changes in the balance of this item in the periods ended March 31, 2018 and 2017 were as follows:

 

Jointly Controlled

 

 

 

 

1/01 to
6/30/2018

1/01 to
6/30/2017

Balance at beginning of period

 

 

 

 

        845,704

        969,097

Income from companies accounted for by the equity method

 

 

 

          32,642

          37,946

Addition

 

 

 

 

          62,067

                  -  

Disposal

 

 

 

 

                  -  

          (7,997)

Dividends proposed / received

 

 

 

 

        (20,950)

        (86,334)

Market value adjustment

 

 

 

 

                  -  

                  -  

Other Comprehensive Income (9)

 

 

 

 

          15,812

        (10,854)

Other

 

 

 

 

          (2,846)

                  -  

Balance at end of period

 

 

 

 

        932,429

        901,858

             

Significant Influence

           

Balance at beginning of period

 

 

 

 

          20,860

          20,980

Income from companies accounted for by the equity method

 

 

 

               320

               707

Dividends proposed / received

 

 

 

 

             (512)

          (1,338)

Balance at end of period

 

 

 

 

          20,668

          20,349

Total

 

 

 

 

        953,097

        922,207

 
Interim Consolidated Condensed Financial Statements - June 30, 2018 31


 
 

 

(1)   Companies with one month lag for the equity calculation. Accounting for equity income was used on 6/30/2018 the position of 5/31/2018.

(2)   Company incorporated in April 2017 and it is in the pre-operational phase. Pursuant to the shareholders' agreement, the control is shared between shareholders who hold 20% of its share capital each. At the EGM held on July 6, 2017, the capital increase of Gestora de Crédito was approved in the total amount of R$65,822, so that the share capital increased from R$1 to R$65,823, through the issuance of 6,582,200 (six million, five hundred eighty-two thousand two hundred) new shares, of which 3,291,100 (three million, two hundred ninety-one thousand, one hundred), 1,316,440 (one million, three hundred sixteen thousand, four hundred and forty) preffered shares Class A  and 1,316,440 (one million, three hundred sixteen thousand, four hundred and forty) preffered shares Class B and 658,220 (six hundred fifty eight thousand, two hundred, twenty) class C preffered shares, with no par value, at the issue price of R$10.00, corresponding to the equity value of the shares. The shares issued in the capital increase were fully subscribed at the same date by the shareholders in the proportion of 20% of its share capital each.

(3)   In December 31, 2017, according to the contractual change, the PSA Corretora de Seguros shareholders decided to increase its share capital in R$ 401, that way the share capital increased from R$ 500 to R$ 901, through the issuance of 400.532 new shares, which each new share has the value of R$ 1. The new shares issued were subscribed and paid at the same date, in local currency, according to the proportion of each shareholder equivalent to 50% to the company´s share capital, that is, 200.266 shares.

(4)   At the EGM held in October 5, 2017, it was approved the share capital increase of the Gestora de Crédito in the amount of R$285.205, that way its share capital increased from R$65.823 to R$351.028, through the issuance of 29.013.700 new shares, being 14.506.850 as ordinary shares, 5.802.740 preferred shares Class A, 5.802.740 preferred shares Class B, and 2.901.370 preferred shares Class C, without par value, at the issuance price of R$ 9,83 per share. It was also approved by unanimous decision the payment timetable of the new shares issuance made by the Management of Gestora de Crédito. That way, the share capital increase was fully subscribed at the same day by the shareholders in the proportion of 20% of each interest which were partially paid.

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

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

(7)   Although participation exceeds 50%, in accordance with the shareholders' agreement, the control is shared by  Santander Corretora de Seguros (Current corporate name of Santander Participações S.A.),  and Carsales.com.  Investments PTY LTD (Carsales).

(8)   Pursuant to the shareholders' agreement, the control is shared by Santander Corretora de Seguros (current corporate name of Santander Participações SA) and PSA Services LTD.

(9)   On 30 June, 2017, the balances of Assets, Liabilities and Profit refer to 100% of the company balance sheet. There is not balance to the "Other Comprehensive Income" in these companies, except Renault.

(*) The Bank does not have collateral with associates and joint ventures.

(**) The Bank does not have contingent liabilities with significant risk of possible losses related to investments in affiliates.

 

 

c) Impairment losses                                                                                                                                                       

 

There are no impairment losses with respect to investments in associates and joint ventures for the period ended June 30, 2018 and December 31, 2017.

 

d) Other information

 

Details of the main subsidiaries not consolidated by Banco Santander:

               

-Banco RCI Brasil S.A.: A company incorporated in the form of corporation headquartered in Parana, is primarily engaged in the practice of investment, leasing, credit operations, financing and investment, in order to sustain the growth of automotive brands Renault and Nissan in the Brazilian market by financing and leasing the dealer network and the end consumer. It is a financial institution that is part of the RCI Banque Group and the Santander Group, with operations conducted as part of a set of institutions that operate in the financial market. According to the Shareholders' Agreement, the key decisions that impact this society are taken jointly between Banco Santander and other controllers.

 

-Webmotors S.A.: A company incorporated in the form of capital company with headquarters in São Paulo and is engaged in the design, implementation and / or availability of electronic catalogs, space, products, services or means of marketing products and / or services related to the automotive industry, on the Internet through the ""website"" www.webmotors.com.br (owned by Webmotors) or other means related to e-commerce activities and other uses or Internet applications, as well as participation in capital in other companies and the management of business ventures and the like. It is a company of the Economic Conglomerate Financial Santander (Santander Group) and Carsales.com Investments PTY LTD (Carsales), and operations conducted as part of a group of institutions that operate jointly. According to the Shareholders' Agreement, the key decisions that impact this society are taken jointly between Banco Santander and other controllers.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 32


 
 

 

6.            Tangible assets

 

a) Changes

 

Changes in the Tangible assets balances for the six months period ended June 30, 2018 and 2017, are as follows:

 

 

Land and buildings

IT equipment and fixtures

Furniture and vehicles

Works in progress and others

Total

Balances as of December 31, 2017

        2,016,815

           996,519

        3,492,790

               3,759

        6,509,883

Addition

               5,890

             94,357

           485,486

                     -  

           585,733

Write-off

              (6,111)

              (8,025)

            (90,578)

                     -  

          (104,714)

Depreciation

            (40,481)

          (250,606)

          (313,095)

                     -  

          (604,182)

Additions by Company Acquisition (Note 2.b)

                     -  

                  390

                  267

                     -  

                  657

Transfers

                 (276)

                 (110)

            (60,950)

              (3,759)

            (65,095)

Corporate Restructuring (Note 2)

             92,271

             17,698

             12,957

               1,302

           124,228

Balances as of June 30, 2018

        2,068,108

           850,223

        3,526,877

               1,302

        6,446,510

 

 

 

 

 

 

 

 

 

 

 

 

 

Land and buildings

IT equipment and fixtures

Furniture and vehicles

Works in progress and others

Total

Balances as of December 31, 2016

        2,103,952

           857,916

        3,680,806

               3,759

        6,646,433

Addition

                    89

             72,304

           309,508

                     -  

           381,901

Write-off

              (6,048)

              (1,692)

            (10,365)

                     -  

            (18,105)

Depreciation

            (41,154)

          (174,931)

          (371,465)

                     -  

          (587,550)

Impairment

               6,378

                     -  

                     -  

                     -  

               6,378

Transfers

                   (44)

             52,954

            (15,752)

                     -  

             37,158

Balances as of June 30, 2017

        2,063,173

           806,551

        3,592,732

               3,759

        6,466,215

 

b) Impairment losses

 

There were no significant impairment losses on tangible assets in the period ended on June 30, 2018.

 

c) Tangible asset purchase commitments

 

On June 30, 2018, the Bank has R$94 million in contractual commitments for the acquisition of tangible assets (12/31/2017 - R$75 million).

 

7.            Intangible assets

 

a) Goodwill

 

Goodwill is the difference between the acquisition cost and the Bank's participation in the net fair value of assets, liabilities and contingent liabilities of the acquiree. When the difference is negative (negative goodwill), it is recognized immediately through profit or loss. In accordance with IFRS 3 Business Combinations, goodwill is stated at cost and is not amortized but tested annually for impairment or whenever there is an evidence of reduction on the recoverable value of the cash generating unit to which the goodwill was allocated. Goodwill is recognized at cost considering the accumulated  impairment losses. Impairment losses related to goodwill are not reversible. Gains and losses related to the sale of an entity include the carrying amount of goodwill relating to the entity sold.

The goodwill recorded is subject to impairment testing and has been allocated according to the operating segments (note 14).

 

Based on the assumptions described above management has not identified any evidence of goodwill impairment on June 30, 2018 and December 31, 2017.

 

 

6/30/2018

12/31/2017

Breakdown

 

 

Banco ABN Amro Real S.A. (Banco Real)

27,217,565

27,217,565

Olé Consignado

62,800

62,800

Super Pagamentos e Administração de Meios Eletrônicos Ltda. (Super)

13,050

13,050

Banco PSA Finance Brasil S.A.

1,557

1,557

Getnet Adquirência e Serviços para Meios de Pagamento S.A. (Santander Getnet)

1,039,304

1,039,304

Ipanema Empreendimentos e Participações Ltda.

27,630

28,120

Produban Serviços de Informática S.A.

16,382

-

Others

-

1,860

Total

28,378,288

28,364,256

 
Interim Consolidated Condensed Financial Statements - June 30, 2018 33

 

 
 
 

 

 

Commercial Bank

 

 

12/31/2017

Key assumptions:

 

 

Basis for determining the recoverable amount

 Value in use: cash flows

Period of the projections of cash flows (1)

 

 5 years

Perpetual growth rate

 

8.3%

Discount rate (2)

 

14.6%

(1) The projections of cash flow are prepared using Management´s growth plans and internal budget, based on historical data, market expectations and conditions such as industry growth, interest rate and inflation.

(2) The discount rate is calculated based on the capital asset pricing model (CAPM). The discount rate before tax is 20.42%.

 

The impairment test was performed during the second half of 2017, since at the end of each reportable period or whenever there is any indication of impairment, goodwill is tested for impairment.

 

In the goodwill impairment test, discount rates and perpetuity growth are the most sensitive assumptions for the calculation of present value (value in use) of future cash flows discounted to present value. With the variation of + 0.25% or -0.25% in these rates, the value of future cash flows discounted to present value remains higher than Banco Santander's shareholders' equity.

 

b) Other intangible assets

 

Changes in the other intangible assets for the six months period ended June 30, 2018 and 2017 are as follows:

 

 

IT developments

Other assets

Total

Balances as of December 31, 2017

  1,734,866

102,921

  1,837,787

Addition

108,675

  81

108,756

Write-off

(436,118)

  -

(436,118)

Transfers

565,698

  -

565,698

Amortization

   (249,345)

(9,602)

(258,947)

Impairment (1)

(305,864)

  -

(305,864)

Additions by Company Acquisition (Note 2.b)

  7

  -

  7

Corporate Restructuring (Note 2)

  72

  -

  72

Balances as of June 30, 2018

  1,417,991

93,400

  1,511,391

Estimated Useful Life

 5 years

 Until 5 years

  -

 

 

 

 

 

IT developments

Other assets

Total

Balances as of December 31, 2016

  1,768,251

113,552

  1,881,803

Addition

353,309

  -

353,309

Write-off

  (310)

  -

  (310)

Transfers

13,966

1,193

15,159

Amortization

(211,087)

(11,613)

(222,700)

Balances as of June 30, 2017

  1,924,129

103,132

  2,027,261

Estimated Useful Life

 5 years

 Until 5 years

  -


(1)
In 2018, it refers to the recognition by Banco Santander of impairment losses on intangible assets in the acquisition and development of systems. The loss was recorded as a result of the technical analysis, which demonstrated a significant reduction in expected future economic benefits on these assets.
 

8.  Financial liabilities

 

a) Breakdown by category

 

The breakdown by nature and category for purposes of measurement, of the Bank’s financial liabilities, other than “Hedging Derivatives”, as at June 30, 2018 and December 31, 2017 is as follows:

Interim Consolidated Condensed Financial Statements - June 30, 2018 34

 

 
 

 

 

 

6/30/2018

 

Financial Liabilities Measured At Fair Value Through Profit Or Loss

Financial Liabilities Measured at Amortized Cost

Total

Deposits from Brazilian Central Bank and deposits from credit institutions

                                 -  

                117,122,210

                117,122,210

Customer deposits

                                 -  

                301,944,038

                301,944,038

Marketable debt securities

                                 -  

                  70,129,394

                  70,129,394

Trading derivatives

                  16,762,212

                                 -  

                  16,762,212

Short positions

                  20,132,869

                                 -  

                  20,132,869

Debt Instruments Eligible to Compose Capital

                                 -  

                    9,832,489

                    9,832,489

Other financial liabilities

                                 -  

                  40,308,693

                  40,308,693

Total

                  36,895,081

                539,336,824

                576,231,905

 

 

 

 

 

12/31/2017

 

 

 

Trading Financial Liabilities

Financial Liabilities Measured at Amortized Cost

Total

Deposits from Brazilian Central Bank and deposits from credit institutions

                                 -  

                  79,374,685

                  79,374,685

Customer deposits

                                 -  

                276,042,141

                276,042,141

Marketable debt securities

                                 -  

                  70,247,012

                  70,247,012

Trading derivatives

                  16,514,154

                                 -  

                  16,514,154

Subordinated liabilities

                                 -  

                       519,230

                       519,230

Short positions

                  32,808,392

                                 -  

                  32,808,392

Debt Instruments Eligible to Compose Capital

                                 -  

                    8,436,901

                    8,436,901

Other financial liabilities

                                 -  

                  44,260,735

                  44,260,735

Total

                  49,322,546

                478,880,704

                528,203,250

 

b) Composition and details                                                                                                                                             

 

b.1) Deposits from the Brazilian Central Bank and Deposits from credit institutions

 

 

 

 

6/30/2018

12/31/2017

Demand deposits (1)

 

                       199,814

                       306,081

Time deposits (2)

 

                  62,712,063

                  52,739,163

Repurchase agreements

 

                  54,210,333

                  26,329,441

Of which:

 

 

 

Backed operations with Government Securities

 

                  54,210,333

                  26,329,441

Total

 

                117,122,210

                  79,374,685

(1)   Non-interest bearing accounts.

(2)   It includes the operation with credit institution arising from export and import financing lines, BNDES and Finame on-lending, locally  and abroad, and other foreign credit.

 

 

b.2) Customer deposits

 

 

 

6/30/2018

12/31/2017

Demand deposits

 

 

 

Current accounts (1)

 

                  17,750,936

                  17,559,985

Savings accounts

 

                  42,570,994

                  40,572,369

Time deposits

 

                182,567,544

                146,817,650

Repurchase agreements

 

                  59,052,287

                  71,092,137

Of which:

 

 

 

      Backed operations with Private Securities (2)

 

                  16,627,828

                  33,902,890

      Backed operations with Government Securities

 

                  42,426,736

                  37,189,247

Total

 

                301,944,038

                276,042,141

(1)   Non-interest bearing accounts.

(2)   Refers primarily to repurchase agreements backed by debentures own issue.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 35


 
 

b.3) Marketable Debt securities

 

 

 

 

 

6/30/2018

12/31/2017

Real Estate Credit Notes - LCI (1)

 

 

 

              26,019,014

             27,713,873

Eurobonds

 

 

 

 

                5,079,028

               1,992,828

Treasury Bills (2)

 

 

 

 

              27,698,598

             31,686,259

Agribusiness Credit Notes - LCA (3)

 

 

 

              11,332,754

               8,854,052

Total

 

 

 

 

              70,129,394

             70,247,012

 

 

 

 

 

                            -  

                            -  

Indexers:

 

 

 

 

National Currency

Foreign Currency

 

 

 

 

 

 

 

Treasury Bills

 

 

 

 

 97% to 106.2% of CDI

 -

 

 

 

 

 

 100% of IGPM

 -

 

 

 

 

 

 100% of IPCA

 -

 

 

 

 

 

 Pre-fixed: 6.04% to 17.74%

 -

 

 

 

 

 

 105% of SELIC

 -

Real estate credit notes - LCI

 

 

 

 

 71.8% to 97% of CDI

 -

 

 

 

 

 

 Pre-fixed: 6,68% to 14,00%

 -

 

 

 

 

 

 100% of IPCA

 -

 

 

 

 

 

 100% of TR

 -

Agribusiness credit notes - LCA

 

 

 

 

 87% to 94% of CDI

 -

Eurobonds

 

 

 

 

 15.7%

 0.85% to 9.25%

(1)   LCI´s are fixed income securities underlined to mortgage loans and collateralized by mortgage or chattel mortgage on property. On June 30, 2018, there are maturities between 2018 to 2026 (12/31/2017- there were maturities between 2018 to 2026).

(2)   The main features of the financial letters are the minimum period of two years, minimum notional of R$300 and permission for early redemption of only 5% of the issued amount. On June 30, 2018, the maturities are between 2018 to 2025 (12/31/2017 - they have a maturity between 2018 to 2025).

(3)   Agribusiness credit notes are fixed income securities which resources are allocated to the promotion of agribusiness, indexed between 87,0% and 94,0% of the CDI. On June 30, 2018, the maturities are between 2018 to 2023 (12/31/2017 -  the maturities were between 2018 to 2019).

 

The changes in the balance of Marketable debt instruments in the six-month periods ended on June 30, 2018 and 2017 were as follows:

 

 

 

1/01 to

6/30/2018

1/01 to

6/30/2017

Balance at beginning of the period

 

              70,247,012

             99,842,955

Issues

 

              35,259,838

             22,433,580

Payments

 

            (40,764,759)

            (47,673,547)

Interest

 

                2,754,771

               4,914,838

Exchange differences and other

 

                2,632,532

                    81,432

Balance at end of the period

 

              70,129,394

             79,599,258

 

The Composition of "Eurobonds and other securities" is as follows:

 

 

 

 

Interest

6/30/2018

12/31/2017

 

Issuance

Maturity

Currency

Rate (p.a.)

Total

Total

Eurobonds

2015

2018

USD

2.2%

                            -  

                    40,333

Eurobonds

2015

2020

USD

2.9%

                            -  

                    10,656

Eurobonds

2017

2018

USD

Zero Coupon to 2.4%

                            -  

               1,195,668

Eurobonds

2017

2019

USD

Libor 3M + 1.0%

                   193,216

                  165,677

Eurobonds

2017

2024

USD

6.9% to 10.0%

                   636,050

                  541,487

Eurobonds

 

 

 

Zero Coupon to 0.9% to 7.7%

                   775,123

                            -  

Eurobonds

2018

2018

USD

Zero coupon to 6.3%

                   347,974

                            -  

Eurobonds

2018

2019

USD

Zero coupon, Libor 3M + 3,3%

                   431,932

                            -  

Eurobonds

2018

2024

USD

6.9%

                1,205,414

                            -  

Eurobonds

2018

2025

USD

5.9%

                1,351,651

                            -  

Other

 

 

 

 

                   137,668

                    39,007

Total

 

 

 

 

                5,079,028

               1,992,828


Interim Consolidated Condensed Financial Statements - June 30, 2018 36


 

 

b.4) Subordinated liabilities

The Composition of "Subordinated Liabilities" is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance

Maturity

Issuance Value

Interest Rate (p.a.)

6/30/2018

12/31/2017

 

 

 

 

 

 

 

Subordinated Liabilities

may - 08

may - 15 to may - 18

R$283

CDI (2)

                            -  

                  109,572

Subordinated Liabilities

may to jun - 08

may - 15 to jun - 18

R$268

IPCA (3)

                            -  

                  409,658

Total

 

 

 

 

                            -  

                  519,230

(1)   Subordinated deposit certificates issued with yield paid at the end of the term together with the principal.

(2)   Indexed to 100% and 112% of the CDI.

(3)   Indexed to the extended consumer price index plus interest of  8.3% p.a. to 8.4% p.a.

 

Mainly Banco Santander Espanha acquired these instruments (Note 15.d).

 

Changes in the balance of "Subordinated liabilities" for the six-month period ended June 30, 2018 and 2017 were as follows:                    

 

 

 

1/01 to

6/30/2018

1/01 to

6/30/2017

Balance at beginning of the period

 

                   519,230

                  466,246

Payments

 

                 (544,566)

                            -  

Interest

 

                     25,336

                    27,318

Balance at end of the period

 

                            -  

                  493,564

 

b.5) Debt Instruments Eligible to Compose Capital

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance

Maturity

Issuance Value

Interest Rate (p.a.)(3)

6/30/2018

12/31/2017

 

 

 

 

 

 

 

Tier I (1)

jan-14

no maturity (perpetual)

R$3,000

7.4%

                4,880,107

               4,187,531

Tier II (2)

jan-14

jan-24

R$3,000

6.0%

                4,952,382

               4,249,370

Total

 

 

 

 

                9,832,489

               8,436,901

(1)   Interest quarterly paid since April 29, 2014.
(2)   The interest payable semiannually since July 29, 2014.
(3)   The effective interest rate, considering the income tax source assumed by the issuer, is 8.676% and 7.059% for instruments Tier I and Tier II, respectively.

Changes in the balance of "Debt Instruments Eligible to Compose Capital" for the six-month period ended on June 30, 2018 and 2017 were as follows:

 

 

 

1/01 to

6/30/2018

1/01 to

6/30/2017

Balance at beginning of the period

 

                8,436,901

               8,311,918

Interest payment Tier I (1)

 

                   138,660

                  135,768

Interest payment Tier II (1)

 

                   113,716

                  110,601

Foreign exchange variation

 

                1,461,871

                  188,541

Payments of interest - Tier I

 

                 (179,944)

                 (171,769)

Payments of interest - Tier II

 

                 (138,715)

                 (139,566)

Balance at end of the period

 

                9,832,489

               8,435,493

(1)   The remuneration of interest relating to the Debt Instruments Eligible to Compose Capital Tier I and II was recorded against income for the period as "Interest expense and similar charges".

Interim Consolidated Condensed Financial Statements - June 30, 2018 37


 

 

9.            Provisions

 

a) Breakdown

 

 

6/30/2018

12/31/2017

Provisions for pension funds and similar obligations (1)

                    2,657,621

                    3,923,457

Provisions for judicial and administrative proceedings, commitments and other provisions

                  11,044,773

                  10,063,459

 Judicial and administrative proceedings under the responsibility of former controlling stockholders

                       703,518

                       707,131

 Judicial and administrative proceedings

                    8,832,042

                    8,365,320

 Of which:

 

 

Civil

                    2,682,719

                    2,522,005

Labor

                    3,872,899

                    3,448,388

Tax and Social Security

                    2,276,424

                    2,394,927

Provision for contingent liabilities (Note 3 b.2)

                       704,021

                                 -  

Other provisions

                       805,192

                       991,008

Total

                  13,702,394

                  13,986,916

 

(1)   In the six-month period ended June 30, 2018, there was an increase in the cost contribution established for a post-employment benefit plan, which is calculated as a percentage of the total monthly compensation of associates. The increase in the contribution resulted in a decrease in the past service cost, due to changes in the plan. The envisaged changes implied a reduction in the present value of the obligations of the defined benefit plan, which is supported by actuarial valuations. In the Consolidated Statements of Income, this amount was recorded under Provision (Net).

 

b) Provisions for civil, labor, tax and social security contingencies


Banco Santander and its subsidiaries are part of lawsuits and administrative tax, labor and civil proceedings 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. Banco Santander has the policy to fully provision the lawsuits for which the loss assessment is considered 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 derived from lawsuits and administrative proceedings.


In October 2017, the Bank joined the Incentive Payment and Installment Programs of the municipalities of São Paulo and Rio de Janeiro. Adhesions to the programs included payment of administrative and legal proceedings related to the ISS, related to the periods 2005 to 2016, in the total of R$292,562. As a consequence, provisions were reversed in the amount of R$435,454. In the Statement of Income, a reversal of provisions was recorded, net of tax effects, in the total of R$96,129.


In August, 2017, The Bank and its affiliates joined a federal amnesty program established by MP (Law) 783/2017, changed to Low 13,496/2017.

 

The adherence to the program included judicial and administrative tax cases related to Income Tax, Social Contribution and Social Security Contributions from the period of 1999 to 2005 tax periods, in the total of R$534,001, after the benefits of the amnesty program, of which R$191,897 payment was due in August 2017 and R$299,820 was done in January 2018. With the conversion of the provisional measure into law, and its amendments, the amount became R$491,717, tax net.

 

b.1) Lawsuits and Administrative Tax and Social Security                                                                                    


The main lawsuits related to tax legal obligations, recorded in the line "Tax Liabilities - Current", fully registered as obligation, are described below:                                                                                                                


PIS and Cofins - R$3,567,278 (December 31, 2017 - R$ 3,501,464 ): Banco Santander and its subsidiaries filed lawsuits aiming to eliminate the application of Law 9,718/1998, which modified the calculation basis of PIS and Cofins applied to all revenues of legal entities and not only to those arising from services rendered and sale of goods. Regarding Banco Santander lawsuit, on April 23, 2015, it was published the Brazilian Supreme Court ("STF") decision admitting the Extra common Appeal filed by the Federal Government regarding PIS and denying the move forward of the Extra common Appeal of the Federal Public Prosecutor regarding Cofins. Both appealed this decision, without any success, so that the lawsuit relating to Cofins is defined, prevailing the judgment of the Federal Regional Court of the 4th Region of August 2007, favorable to Banco Santander. The eligibility of PIS by Banco Santander and the eligibility of PIS and Cofins by the other controlled companies are pending of final judgment by the STF. In the fiscal year 2015, with the decision of the STF, Banco Santander reversed the provision constituted to cover legal obligations related to Cofins, in the amount of R$7,950 million (R$4,770 million, after tax effects).

 

Interim Consolidated Condensed Financial Statements - June 30, 2018

38


 

 

 

 

Increase in CSLL tax rate - R$921,794 (December 31, 2017 - R$ 905,113 ) – The Bank and its subsidiaries are discussing the increase in the CSLL tax rate, from 9% to 15%, established by Executive Act 413/2008, subsequently converted into Law 11,727/2008, as from April 2008. The lawsuits are still pending of judgment.


Banco Santander and its subsidiaries are part 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.

                                               

The main topics discussed in these lawsuits are:


Tax on Services  for Financial Institutions (ISS) - R$226,947 (December 31, 2017 - R$ 237,960 ): Banco Santander and its subsidiaries filed lawsuits and administrative proceedings to challenge some municipalities collection of ISS on certain revenues derived from transactions not usually classified as services (Note 9.b.4 - Possible Loss Risk)


Social Security Contribution (INSS) - R$268,780 (December 31, 2017 – R$ 265,022 ): Banco Santander and its subsidiaries got into lawsuits and administrative proceedings to challenge the collection of income tax on social security and education allowance contributions over several funds that, according to the evaluation of legal advisors, do not have nature of salary.


Provisional Contribution on Financial Transactions (CPMF) on Customer Operations - R$722,364 (December 31, 2017 – R$ 714,604 ):  in May 2003, the Federal Revenue Service issued a tax assessment against Santander Distribuidora de Títulos e Valores Mobiliários Ltda. (Santander DTVM) and another tax assessment against Banco Santander Brasil S.A. The tax assessments refer to the collection of CPMF tax on transactions conducted by Santander DTVM in the cash management of its customers’ funds and clearing services provided by Banco to Santander DTVM in 2000, 2001 and 2002. Based on the risk assessment of legal counsel, the tax treatment was accurate. Santander DTVM had a favorable decision at the Board of Tax Appeals (CARF). Banco Santander had a unfavorable decision and was considered responsible for the collection of the CPMF tax. Both decisions were appealed by the respective losing party to the highest jurisdiction of CARF. In June 2015 , Bank and DTVM had obtained a non favorable decision at CARF. On July 3, 2015 Bank and Santander Brasil Tecnologia S.A.(current denomination of Produban Serviços de Informática S.A. and Santander DTVM) filed lawsuit aiming to cancel both tax charges on the period ended June 30, 2018 amounting R$1,447,2 million. Based on the evaluation of legal advisors, it was constituted provision to lawsuits with risk of loss as probable.

                                                                                    

b.2) Lawsuits and Administrative Proceedings - Labor Contingencies                                                          


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.

 

b.3) Civil judicial and administrative proceedings


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; 1and (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
 -  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 party in public class lawsuits on the same matter filed by consumer rights organizations, Public Prosecutor’s Offices and Public Defender’s Offices. The provision is made for the lawsuits with the classification of risk as probable, based on the individual execution orders. The STF is still analyzing the subject and has already ordered the suspension of all the procedures except those that were not already decided in courts or in phase of definitive execution. There are favorable decisions to Banks at the STF with regard to a economic phenomenom similar to the savings accounts, as in the case of monetary restatement of time deposits - CDB and agreements (present value table).


Interim Consolidated Condensed Financial Statements - June 30, 2018 39

 

 
 

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

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

The discussions focused on the definition of the amount that would be paid to each person according to the oustanding balance in the saving account. The total amount of the payments will depend on the number of the additional clients, and also on the number of moneysavers that approved in the courts the existance of their account and balance in the birthday date of the indexes changes. The term of the agreement signed by the parties was submitted to the STF, which is responsible to decide about its viability.

 

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

b.4) 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$22,755 million, being the main lawsuits as follow:


• INSS on Profit Sharing Payments (“PLR”)
Bank and the subsidiaries are involved in several lawsuits and administrative proceedings against the 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, 2018 the amounts related to these proceedings totaled approximately R$4,638 million.

• ISS - Financial Institutions - Banco Santander and its subsidiaries discuss administrative and legal challenges for various municipalities to pay ISS on various revenues arising from operations that are usually not classified as services. As of June 30, 2018, the amounts related to these lawsuits amounted to approximately R$3,502 million (Note 9.b.1 - Probable Loss Risk) 

 
Unrecognized Compensation - The Bank and its affiliates discuss administrative and legal proceedings with the Brazilian Federal Revenue, the not ratification of tax offsets with credits due to overpayment or undue payment. On June 30, 2018, the figure was R$2,303 million.


• Goodwill amortization of Banco Real – the Brazilian Tax Authority  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. This decision will craft appealed before the CARF. As of June 30, 2018, the balance was approximately R$1,354 million.

 

• CSLL Tax Losses- Tax assessment  issued by the Brazilian Revenue Service, based on supposed excess utilization of Tax losses and negative basis of CSLL, of 2009 fiscal year , as a result of the other previous assessments  related to previous tax periods. There is no administrative decision yet. As of June 30, 2018, the amount involved was R$ 1,004 million.                                                     


• Goodwill amortization of Banco Sudameris
– the Brazilian Tax Authority 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, 2018, the balance was approximately R$603 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, 2018 the amount related to this challenge is approximately R$444 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 Authority 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, 2018 the amount related to this proceeding is approximately R$296 million.


Interim Consolidated Condensed Financial Statements - June 30, 2018 40

 


 

 

The labor claims with classification of loss risk as possible totaled R$61 million, excluding the lawsuits below:


• Semiannual Bonus or PLR -
a labor lawsuit relating to the payment of a semiannual bonus or, alternatively, profit sharing, to retired employees from Banco do Estado de São Paulo S.A. - Banespa, that had been hired up to May 22, 1975, filed by Banespa’s Retirees Association. This lawsuit was dismissed against the Bank by the Superior Labor Court. The STF rejected the extra common appeal of the Bank by a monocratic decision maintaining the earlier condemnation. Santander filed a Regimental Appeal which holds STF´s decision. The Regimental Appeal is an internal appeal filed in the STF, in order to refer the monocratic decision to a group of five ministers. The 1st Class of the Supreme Court upheld the appeal by the Bank and denied the Afabesp. The subjects of the extra common appeal of the Bank will move forward to the Supreme Court for decision on overall impact and judgment. 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.                              


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


The liabilities related to civil lawsuits with classification of loss risk as possible totaled R$1,341 million, 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 (Brasil) S.A. 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).

b.5) Judicial and administrative proceedings under the responsibility of former controlling stockholders        

Refer to tax, labor and civil lawsuits in the amounts of R$694.321, R$2.598 and R$6.599 (December 31, 2017 -R$ 692.807 , R$ 1.812  and R$ 6.697 ), with responsibility of the former controlling stockholders of the bank and acquired entities. Based on the agreements signed  these lawsuits have guarantees of full reimbursement by the former controlling stockholders, and amounts reimbursable were recorded under other assets.

10.          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 shareholders` approval.              

 

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

 

Thousand shares

 

 

 

6/30/2018

 

 

12/31/2017

 

Common

Preferred

Total

Common

Preferred

Total

Brazilian Residents

               63,524

               89,171

             152,695

               66,207

               91,779

             157,986

Foreign Residents

          3,755,171

          3,590,665

          7,345,836

          3,752,488

          3,588,057

          7,340,545

Total

          3,818,695

          3,679,836

          7,498,531

          3,818,695

          3,679,836

          7,498,531

(-) Treasury shares

             (10,915)

             (10,915)

             (21,830)

               (5,845)

               (5,845)

             (11,690)

Total outstanding

          3,807,780

          3,668,921

          7,476,701

          3,812,850

          3,673,991

          7,486,841

 

Interim Consolidated Condensed Financial Statements - June 30, 2018

41


 

 

 

b) Dividends and interest on capital

According to the Bank’s bylaws, shareholders are entitled to a minimum dividend equivalent to 25% of net income for the year, adjusted according to relevant 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.

Prior to the annual shareholders meeting, the Board of Directors may resolve on the declaration and payment of dividends on earnings based on (i) balance sheets or earning reserves shown in the last balance sheet; or (ii) balance sheets issued in the period shorter than 6 months, provided that the total 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.

The highlight of interest on capital in the first semester of 2018 is described below:

 

 

 

 

 

 

 

 

6/30/2018

 

 

 

 

Real per Thousand Shares / Units

 

 

Thousands of Reais

 

Common

 

Preferred

 

Units

Interest on Capital (1)(3)

 

                600,000

 

                76.3304

 

                83.9634

 

              160.2938

Intercalary Dividends (2)(3)

 

                600,000

 

                76.4956

 

                84.1451

 

              160.6407

Total on June 30, 2018

 

             1,200,000

 

 

 

 

 

 

(1)   Established by the Board of Directors in March 27, 2018, Common Shares - R$0.0649, preferred - R$0.0714 e Units - R$0.1362  net of taxes and will be paid in April 26, 2018, without any remuneration for monetary restatement.

(2)   Established by the Board of Directors in June 2018, and were be paid on July 4, 2018 without any compensation as monetary correction.

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

 

 

 

 

 

 

 

 

 

6/30/2017

 

 

 

 

 

Real per Thousand Shares / Units

 

 

 

Thousands of Reais

 

Common

 

Preferred

 

Units

 

Interest on Capital (1)(2)

                500,000

 

                  63.378

 

                  69.716

 

                133.094

 

Total on June 30, 2017

 

                500,000

 

  

 

  

 

 

 

(1) Established by the Board of Directors in April 2017, Common Shares -  R$53.8713, preferred - R$59.2584 and Units - R$113.1297 net of taxes.

 

(2) The amount of interest on shareholders' equity was fully charged to the mandatory minimum dividends for the year 2017.

c) Treasury Shares                                                                                                                                                           

In the meeting held on November 1, 2017, the Bank’s Board of Directors approved, in continuation of the buyback program that expired on November 3, 2017, the buyback program of its Units and ADRs, by the Bank or its agency in Cayman, to be held in treasury or subsequently sold.

The Buyback Program will cover the acquisition up to 38,717,204 Units, representing 38,717,204 common shares and 38,717,204 preferred shares, or the ADRs, which, on September 30, 2017, corresponded to approximately 1.03% of the Bank’s share capital. On September 30, 2017, the Bank held 373,269,828 common shares and 401,074,242 preferred shares being traded.

 
The Buyback has the purpose to (1) maximize the value creation to shareholders 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 was 365 days counted from November 6, 2017, and expired on November  5, 2018.
 
 

 

6/30/2018

 

12/31/2017

 

 

Quantity

 

Quantity

 

 

Units

 

Units

Treasury shares at beginning of the period

 

                    1,773

 

                  25,786

Cancellation of ADRs (1)

 

                          -  

 

                (32,276)

Shares Acquisitions

 

                  13,478

 

                  12,768

Payment - Share-based compensation

 

                  (4,336)

 

                  (4,505)

Treasury shares at end of period

 

                  10,915

 

                    1,773

Subtotal - Treasury Shares in thousands of reais

 

R$ 356,672

 

R$ 148,246


Emission Costs in thousands of Reais

 

R$ 219

 

R$ 194

Balance of Treasury Shares in thousands of reais

 

R$ 356,891

 

R$ 148,440

 

 

     

Cost/Market Value

 

Units

 

Units

Minimum cost

 

 R$                 7.55

 

 R$                 7.55

Weighted average cost

 

 R$               27.51

 

 R$               24.41

Maximum cost

 

 R$               36.98

 

 R$               32.29

Market value

 

 R$               27.64

 

 R$               27.64

(1)   At the EGM held on September, 18, 2017, it was approved the cancellation of 64,551,366 treasury shares (equivalent to 32,276 thousand Units) with the counterparty headings Capital Reserves and Profit Reserves, which represent the total of treasury shares registered in the book of common shares at that date, without reduction of the capital and consequent change in the clause 5th from the Bylaws in order to reflect the new quantities of common and preferred shares, nomatives and without value which represent the Banco Santander´s capital.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 42


 
 

In the six-month period ended in June 30, 2018, treasury shares were traded, that have resulted in loss of R$8,112 (6/30/2017 - loss of R$344) recorded directly in equity in capital reserves.

11.          Income Tax

The total charge for the three-month period can be reconciled to the accounting profit as follows:

 

6/30/2018

6/30/2017

Operating Income before Tax

                4,750,212

               6,470,624

Interest on capital (1)

                  (600,000)

                  (500,000)

Operating Income before Tax

        4,150,212

      5,970,624

Tax (25% of Income Tax and 20% of Social Contribution)

     (1,867,595)

     (2,686,781)

PIS and COFINS (net of income tax and social contribution) (2)

                  (539,023)

                  (674,344)

Non - Taxable/Indeductible :

 

 

Equity instruments

                        14,833

                        17,394

Goodwill (3)

                     (50,560)

                    399,989

Exchange variation - foreign operations (4)

               2,725,675

                    360,784

Net Indeductible Expenses of Non-Taxable Income

                     174,829

                     107,394

Adjustments:

 

 

IR/CS Constitution on temporary differences

                    265,893

                     647,371

CSLL Tax rate differential effect (5) (6)

                       99,237

                  (343,425)

Others Adjustments

                     219,689

                     (27,705)

Income tax and Social contribution

       1,042,978

     (2,199,323)

 Of which:

 

 

  Current taxes (7)

               (1,450,019)

             (3,242,783)

  Deferred taxes

               2,492,997

                1,043,460

Taxes paid in the period

              (2,360,132)

                   (922,791)

(1) Amount distributed to shareholders as interest attributable to shareholders' equity. For accounting purposes, although interest should be reflected in the statement of income for tax deduction, the charge is reversed before the calculation of net income in the financial statements and deducted from shareholders' equity, since it is considered as a dividend.

(2) PIS and COFINS are considered a profit-base component (net basis of certain revenues and expenses), therefore and accordingly to IAS 12 it is recorded as income taxes.

(3) Permanent difference related of foreign currency exchange variation on investments abroad nontaxable/deductible (see details below).

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

(5) Includes the increase of the provisional CSLL rate (5%) from September 2015 to December 2018.

(6) Includes, mainly, the tax effect on expenses with donations, revenues from judicial deposit updates and other income and expenses that do not qualify as temporary differences.

 

Exchange Hedge of Grand Cayman, branch in Luxembourg and of Santander Brasil EFC                                                         

 

Banco Santander operates an agency in the Cayman Islands, a branch in Luxembourg, authorized to operate on March 5, 2018 and a subsidiary called Santander Brasil Establecimiento Financiero de Credito, EFC, or "Santander Brasil EFC" (an independent subsidiary in Spain), which are used primarily to raise funds in the capital and financial markets to provide the Bank with credit lines that are extended to its clients for foreign trade and working capital financing.

 

To hedge the exposure to exchange rate variations, the Bank uses derivatives and funding. In accordance with Brazilian tax rules, gains or losses arising from the impact of the appreciation or depreciation of the Real on foreign investments are not taxable for PIS / Cofins / IR / CSLL purposes, while the gains or losses of the derivatives used as hedges are taxable. The purpose of these derivatives is to protect net income after taxes.

 

Tax distinct treatment from such exchange rate differences results in volatility in "Operating Income Before Tax" and "Income taxes". The foreign exchange variations recorded as a result of foreign investments in the period ended June 30, 2018 and 2017.

 

In R$ Million

6/30/2018

6/30/2017

Exchange differences (net)

 

 

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

               6,566,088

                     770,175

Gains (losses) on financial assets and liabilities (net)

 

 

Result generated by derivative contracts used as hedge

              (12,462,906)

              (1,468,588)

Income Taxes

 

 

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

                    476,406

                       69,289

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

               5,420,412

                     629,124

                                                                                                                 

Interim Consolidated Condensed Financial Statements - June 30, 2018 43

 

 
 

12.          Breakdown of income accounts

a) Personnel expenses

 

4/01 to

6/30/2018

4/01 to

6/30/2017

1/01 to

6/30/2018

1/01 to

6/30/2017

Salary

                1,446,403

                1,370,569

                2,888,034

                2,746,502

Social security costs

                   356,695

                   328,278

                   709,817

                   669,333

Benefits

                   342,284

                   339,187

                   694,575

                   665,694

Defined benefit pension plans

                       2,467

                       5,023

                       4,877

                     10,040

Contributions to defined contribution pension funds

                     24,917

                     20,636

                     76,335

                     41,770

Share-based payment costs

                     (5,790)

                       1,332

                     (7,291)

                       9,297

Training

                     13,679

                     11,590

                     22,901

                     20,231

Other personnel expenses

                     80,314

                     63,899

                   156,496

                   135,469

Total

                2,260,969

                2,140,514

                4,545,744

                4,298,336

b) Other administrative expenses

 

4/01 to

6/30/2018

4/01 to

6/30/2017

1/01 to

6/30/2018

1/01 to

6/30/2017

Property, fixtures and supplies

                   325,393

                   324,633

                   645,677

                   649,215

Technology and systems

                   328,803

                   310,309

                   706,923

                   641,340

Advertising

                   137,996

                   123,813

                   241,913

                   202,171

Communications

                   156,794

                   101,751

                   306,276

                   215,942

Subsistence allowance and travel expenses

                     28,895

                     27,226

                     54,991

                     50,307

Taxes other than income tax

                     26,015

                     24,163

                     48,072

                     46,485

Surveillance and cash courier services

                   155,627

                   157,971

                   315,143

                   307,407

Insurance premiums

                       7,022

                       7,469

                     13,704

                     14,988

Specialized and technical services

                   496,421

                   396,074

                   937,099

                   913,062

Other administrative expenses

                   205,769

                   165,837

                   379,074

                   293,249

Total

                1,868,736

                1,639,246

                3,648,872

                3,334,166

13.          Share-based compensation                                                                                                                                           

Banco Santander has long-term compensation plans linked to the market price of the shares. The members of the Executive Board of Banco Santander are eligible for these plans, besides the members selected by the Board of Directors and informed to the Human Resources, may also be eligible according to the seniority of the group. For the Board of Directors members in order to be eligible, they are required to exercise Executive Board functions.

a) Local program                                              

 

The long-term incentive plan SOP 2013 was closed in the year 2016, however remains opened for exercise until June 30, 2018, as approved at the EGM of April 29, 2013. In 2018, remains opened the plan for Private Banking segment called the Private Ultra High Long Term Incentive Plan, launched in the second half of 2017.

 

(i) Share purchase plans

 

Long-Term Incentive Plan – SOP 2013: It is a call option plan with 3 years of duration. The period for the exercise comprises between June 30, 2016 to June 30, 2018. The number of Units to be exercised by the participants were determined according to the result of measurement of a performance parameter of the Bank: Total Shareholder Return (TSR) and adjusted by the indicator Return on Assets by Risk (RoRWA), comparison between realized and budgeted in each year. The final result of the plan was 89.61%.

Interim Consolidated Condensed Financial Statements - June 30, 2018

44


 
 

a.1) Fair Value and Plans Performance Parameters

For accounting of the Local Program plan, an independent consultant promoted simulations based on Monte Carlo methodology, as presented the performance parameters used to calculate the shares to be granted. Such parameters are associated with their respective probabilities of occurrence, which are updated at the close of each period.

 

 

 

 

 

 

SOP 2013 (1)

Total Shareholder Return (TSR) rank

 

 

% of Exercisable Shares

1st

 

 

 

 

 

100%

2nd

 

 

 

 

 

75%

3rd

 

 

 

 

 

50%

(1)    The percentage of shares determined at the position of TSR is subject to a penalty according to the implementation of the RoRWA.

For the fair value measurement of the plans options the following premises were used:

 

 

 

 

 

 

 

SOP 2013

Method of Assessment

 

 

 

 

 

Black&Scholes

Volatility

 

 

 

 

 

40.00%

Rate of Dividends

 

 

 

 

 

3.00%

Vesting Period

 

 

 

 

 

3 years

Average Exercise Time

 

 

 

 

 

5 years

Risk-Free Rate

 

 

 

 

 

11.80%

Probability of Occurrence

 

 

 

 

 

60.27%

Fair Value of the Option Shares

 

 

 

 

 

596.00%

 

The average value of shares SANB11(Shares of the Bank in B3 S.A.) for the period ended on June 30, 2018 is R$30.71 (12/31/2017 - R$28.47).

In the period ended on June 30, 2018 and 2017 no pro rata expenses, relating to the SOP plan.

 

 

 

Number of Units

Exercise Price

Year Granted

Employees

Date of Commencement of  Period

Expiration Date of Period

Final Balance on December 31, 2016

           1,986,258

 

 

 

 

 

Exercised options (SOP - 2013)

            (869,247)

                  12.84

2013

Directors

06/30/2016

06/30/2018

Final Balance on December 31, 2017

           1,117,011

 

 

 

 

 

Exercised options (SOP - 2013)

            (732,169)

                  12.84

2013

Directors

06/30/2016

06/30/2018

Final Balance on June 30, 2018

              384,842

 

 

 

 

 

 

a.2) Local Long-Term Incentive Plan - Cash                                                                                                              

Long-Term Incentive Plan - Private Ultra High: aims to align the interests of Banco Santander and the Participant with views, on the one hand, to the growth and profitability of the Private business and, on the other hand, recognition of the Participant's contribution. The Plan has as its objective the payment by the Bank to the Participants as Variable Remuneration.

 

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

Indicators - Phase 1 (Reference Value)                                                                                                                         

• BAI of 2017 (Benefit Indicator before Private Ultra High Segment Taxes).                                         

Indicators - Phase 2 (Calculation of Cash Incentive)                                                                                                  

• BAI - 50%;                                                          

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

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

               

In June 30, 2018, expenses in the amount of R$5,870, related to the long-term incentive plan - Private Ultra High were registered.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 45


 
 
 

a.3) Global Program

 

Long-Term Incentive Policy

 

In 2014, a share delivery plan called Long Term Incentive Global CRDIV - Grant 2014 was released.  This plan is subject to achievement of performance indicator Total Shareholder Return (TSR) of the Santander Group, comparing the evolution of the Group in this indicator for the main global competitors and the settlement will be in the World Group Santander shares.

 

In 2016, a stock delivery plan called Plan 2nd Global Long -Term Incentive CRDIV - Grant 2015 was launched.

 

Fair Value of Global Plan                                                                                                                                 

1st Long-Term Incentive Global Plan CRDIV - Grant 2014

 

It is assumed that the grantee will not leave the Bank’s employment during the term of each plan. The fair value of the 50% linked to the Bank’s relative TSR position was calculated, on the grant date, on the basis of the report provided by external valuators whose assessment was carried out using a Monte Carlo methodology, performing 10 thousand simulations to determine the TSR of each of the companies in the Benchmark Group, taking into account the variables set forth below. The results (each of which represents the delivery of a number of shares) are classified in decreasing order by calculating the weighted average and discounting the amount at the risk-free interest rate.

 

In view of the high correlation between TSR and EPS, it was considered feasible to extrapolate that (in a high percentage of cases) the TSR value is also valid for EPS. Therefore, it was initially determined that the fair value of the portion of the plans linked to the Bank’s relative EPS position, i.e. of the remaining 50% of the options granted, was the same as that of the 50% corresponding to the TSR. Since this valuation refers to a non-market condition, it is reviewed and adjusted on a yearly basis.                                         

 

Long-Term Incentive Global Plan CRDIV - Grant 2014

 

 

 

 

2 years

3 years

4 years

Future income Dividend

 

11.10%

10.80%

9.50%

Expected Volatility

 

32.70%

34.70%

36.90%

Expected Volatility

 

12% - 52%

16% - 56%

16% - 52%

Risk-free interest rate

 

1.70%

2.10%

2.50%

Correlation

 

0.55

0.55

0.55

 

The indicator that will be used to measure the achievement of targets will be the comparison of the Total Shareholder Return (RTA) of the Santander Group with the RTA of fifteen (15) leading the Group's global competitors.

 

The indicator is calculated in two stages: initially for program verification in 2014 and a second time in the annual payment of each installment (2015, 2016 and 2017).                               

                                                               

Each executive has a target in reais that was converted  to shares of Santander Group, by the price of R$19.2893. These shares will be delivered in the years 2016, 2017 and 2018, with sale restriction of one year after each delivery.

 

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

The agreed ILP values ​​for each participant will be obtained from the verification of the achievement of indicators in two moments: the first time to determine the eligibility (2015-2016) and a second time to calculate the number of actions due (2016, 2017 and 2018).

 

Indicators - First time                                                                                                                                                         

• RTA versus Competitors; and                                                                                                                                        

• ROTE Bank versus Budget.                                                                                                                                            

Indicators - Second time                                                                                                                                                   

• RTA versus Competitors;                                                                                                                                                

• ROTE Bank versus Budget;                                                                                                                                            

• Employee satisfaction;                                                                                                                                                   

• Customer satisfaction; and                                                                                                                                            

• Corporate main bank costumer indicator versus Budget.                                                                                       

Each executive has a target in reais that was converted to shares of Santander Bank Spain by the price of R$17.473. These shares will be delivered in 2019, with sale restriction of one (1) year after the delivery.               

 

 

 

Number of Shares

Granted Year

Employees

Data of Commencement of the Period

Data of Expiry of  Period

 

 

1st Long-Term Incentive Global Plan CRDIV - Grant 2014

1,613,057

2014

Directors

jan-14

dec-17

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

1,775,049

2016

Directors

jan-15

dec-18

Balance Plans on June 30, 2018

3,388,106

 

 

 

 

 
Interim Consolidated Condensed Financial Statements - June 30, 2018 46


 
 
In the period ended June 30, 2018, were recognized daily pro-rata expenses amounting R$2,742 (6/30/2017 - expenses of R$2,297), related to costs to the respective dates of the above cycles, for total plans of the Global Program.
 

Plans do not result in dilution of the share capital of the Bank, because they are paid in shares of Banco Santander Spain.

 

b) Variable Remuneration Referenced in Shares

 

On September 29, 2015, the Board of Directors approved the proposed new incentive plan (deferred) for payment of the variable compensation of directors and certain employees, which was approved in EGM (Extraordinary General Meeting) of December 14, 2015.

 

The approval of the last proposal of the incentive plan (deferral) to pay the variable remuneration of administrators and certain employees occurred on October 25, 2016, as approved in the Extraordinary General Meeting held on December 21, 2016.

 

This proposal includes certain requirements for deferred payment of part of the future variable compensation due to its managers and other employees, given the financial basis for sustainable long-term adjustments in future payments due to the risks assumed and fluctuations in cost of capital.

 

The variable compensation plan Banco Santander is divided into two programs: (i) Collective Identified and (ii) Collective unidentified.

 

a) Identified Collective - Participants of the Executive Committee, Statutory Directors and other executives who take significant risks in the Bank and are responsible for the control areas. The payment deferral will be held in two ways: 50% in cash, indexed to 100% of CDI and 50% in shares (Units SANB11). On the period ended on June 30, 2018, was recorded gain amounting R$10,450 (6/30/2017 - loss of R$6,961), regarding the provision of the deferral plan in shares.

 

b) Collective Unidentified - managerial employees and other employees of the organization that will be benefited from the deferral plan. The deferred amount will be paid 100% cash, indexed to 100% of CDI. On the period ended on June 30, 2018, there were gain of R$18,925 (6/30/2017 - gain of R$18,661).

 

14.          Business segment reporting

 

In accordance with IFRS 8, an operating segment is a component of an entity:

(a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity),

 

(b) whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and

 

(c) For which discrete financial information are available.

Based on these guidelines the Bank has identified, the following reportable operating segments:

                • Commercial Banking,                                                                                                                                     

                • Global Wholesale Banking,                                                                                                                           

 

The Bank has two segments, the commercial (except for the Corporate Banking business managed globally using the Global Relationship Model) and the Global Wholesale Banking segment includes the Investment Banking and Markets operations, including departments cash and stock trades.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 47

 

 
 

 

The Bank operates in Brazil and abroad, through the Cayman branch and its subsidiary in Spain, with Brazilian clients and therefore has no geographical segments.                                                             

 

The income statements and other significant data are as follows:

 

 

4/01 to
6/30/2018

(Condensed) Income Statement

 

Commercial Banking

 

Global Wholesale Banking

 

Total

NET INTEREST INCOME

 

               9,686,644

 

                  634,523

 

             10,321,167

Income from equity instruments

 

                      5,742

 

                      2,476

 

                      8,218

Income from companies accounted for by the equity method

 

                    29,585

 

                            -  

 

                    29,585

Net fee and commission income

 

               3,106,247

 

                  411,474

 

               3,517,721

Gains (losses) on financial assets and liabilities and exchange differences (1)

              (6,145,110)

 

                  415,473

 

              (5,729,637)

Other operating income/(expenses)

 

                 (193,844)

 

                   (23,806)

 

                 (217,650)

TOTAL INCOME

 

               6,489,264

 

               1,440,140

 

               7,929,404

Personnel expenses

 

              (2,071,570)

 

                 (189,399)

 

              (2,260,969)

Other administrative expenses

 

              (1,786,269)

 

                   (82,467)

 

              (1,868,736)

Depreciation and amortization

 

                 (407,154)

 

                   (23,986)

 

                 (431,140)

Provisions (net)

 

                  104,749

 

                   (98,901)

 

                      5,848

Net impairment losses on financial assets

 

              (3,115,636)

 

                   (42,736)

 

              (3,158,372)

Net impairment losses on other financial assets

 

                 (337,435)

 

                   (13,883)

 

                 (351,318)

Other financial gains/(losses)

 

                    19,893

 

                            -  

 

                    19,893

OPERATING INCOME BEFORE TAX (1)

 

              (1,104,158)

 

                  988,768

 

                 (115,390)

Hedge Cambial (1)

 

5,730,030

 

                            -  

 

5,730,030

ADJUSTED OPERATING INCOME BEFORE TAX

 

               4,627,344

 

988,768

 

               5,614,640

             

 

4/01 to
6/30/2017

(Condensed) Income Statement

 

Commercial Banking

 

Global Wholesale Banking

 

Total

NET INTEREST INCOME

 

               7,997,608

 

                  689,371

 

               8,686,979

Income from equity instruments

 

                    61,987

 

                            -  

 

                    61,987

Income from companies accounted for by the equity method

 

                    33,209

 

                            -  

 

                    33,209

Net fee and commission income

 

               2,759,382

 

                  364,882

 

               3,124,264

Gains (losses) on financial assets and liabilities and exchange differences (1)

              (1,623,264)

 

                  290,662

 

              (1,332,602)

Other operating income/(expenses)

 

                 (228,416)

 

                     (5,241)

 

                 (233,657)

TOTAL INCOME

 

               9,000,506

 

               1,339,674

 

             10,340,180

Personnel expenses

 

              (1,966,753)

 

                 (173,761)

 

              (2,140,514)

Other administrative expenses

 

              (1,618,569)

 

                   (20,677)

 

              (1,639,246)

Depreciation and amortization

 

                 (386,702)

 

                   (24,785)

 

                 (411,487)

Provisions (net)

 

                 (865,647)

 

                   (17,006)

 

                 (882,653)

Net impairment losses on financial assets

 

              (2,446,516)

 

                 (425,896)

 

              (2,872,412)

Net impairment losses on other financial assets

 

                   (48,603)

 

                           33

 

                   (48,570)

Other financial gains/(losses)

 

                 (215,345)

 

                            -  

 

                 (215,345)

OPERATING INCOME BEFORE TAX (1)

 

               1,452,371

 

                  677,582

 

               2,129,953

Hedge Cambial (1)

 

               1,665,196

 

                            -  

 

               1,665,196

ADJUSTED OPERATING INCOME BEFORE TAX

 

               3,117,567

 

                  677,582

 

               3,795,149

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 48

 

 
 
             

 

1/01 to
6/30/2018

(Condensed) Income Statement

 

Commercial Banking

 

Global Wholesale Banking

 

Total

NET INTEREST INCOME

 

             19,013,191

 

               1,127,436

 

             20,140,627

Income from equity instruments

 

                    13,574

 

                      8,156

 

                    21,730

Income from companies accounted for by the equity method

 

                    32,962

 

                            -  

 

                    32,962

Net fee and commission income

 

               6,160,932

 

                  812,038

 

               6,972,970

Gains (losses) on financial assets and liabilities and exchange differences (1)

              (6,409,573)

 

                  749,414

 

              (5,660,159)

Other operating income/(expenses)

 

                 (346,467)

 

                   (43,058)

 

                 (389,525)

TOTAL INCOME

 

             18,464,619

 

               2,653,986

 

             21,118,605

Personnel expenses

 

              (4,153,284)

 

                 (392,460)

 

              (4,545,744)

Other administrative expenses

 

              (3,495,214)

 

                 (153,658)

 

              (3,648,872)

Depreciation and amortization

 

                 (811,259)

 

                   (51,870)

 

                 (863,129)

Provisions (net)

 

                 (712,751)

 

                   (22,193)

 

                 (734,944)

Net impairment losses on financial assets

 

              (6,053,504)

 

                 (125,675)

 

              (6,179,179)

Net impairment losses on other financial assets

 

                 (384,605)

 

                   (28,913)

 

                 (413,518)

Other financial gains/(losses)

 

                    16,993

 

                            -  

 

                    16,993

OPERATING INCOME BEFORE TAX (1)

 

               2,870,995

 

               1,879,217

 

               4,750,212

Hedge Cambial (1)

 

               5,896,818

 

                            -  

 

               5,896,818

ADJUSTED OPERATING INCOME BEFORE TAX (1)

 

               8,769,285

 

               1,879,217

 

             10,647,030

             

 

1/01 to
6/30/2017

(Condensed) Income Statement

 

Commercial Banking

 

Global Wholesale Banking

 

Total

NET INTEREST INCOME

 

             15,592,550

 

               1,318,467

 

             16,911,017

Income from equity instruments

 

                    72,478

 

                            -  

 

                    72,478

Income from companies accounted for by the equity method

 

                    38,653

 

                            -  

 

                    38,653

Net fee and commission income

 

               5,445,317

 

                  714,985

 

               6,160,302

Gains (losses) on financial assets and liabilities and exchange differences (1)

 

                 (444,441)

 

                  956,167

 

                  511,726

Other operating income/(expenses)

 

                 (333,496)

 

                     (2,570)

 

                 (336,066)

TOTAL INCOME

 

             20,371,061

 

               2,987,049

 

             23,358,110

Personnel expenses

 

              (3,949,779)

 

                 (348,557)

 

              (4,298,336)

Other administrative expenses

 

              (3,295,862)

 

                   (38,304)

 

              (3,334,166)

Depreciation and amortization

 

                 (760,959)

 

                   (49,291)

 

                 (810,250)

Provisions (net)

 

              (1,837,053)

 

                   (20,782)

 

              (1,857,835)

Net impairment losses on financial assets

 

              (5,499,763)

 

                 (658,046)

 

              (6,157,809)

Net impairment losses on non-financial assets

 

                   (90,533)

 

                          (94)

 

                   (90,627)

Other financial gains/(losses)

 

                 (338,463)

 

                            -  

 

                 (338,463)

OPERATING INCOME BEFORE TAX (1)

 

               4,598,649

 

               1,871,975

 

               6,470,624

Hedge Cambial (1)

 

                  698,413

 

                            -  

 

                  698,413

ADJUSTED OPERATING INCOME BEFORE TAX

 

               5,297,062

 

               1,871,975

 

               7,169,037


(1)   Includes in the Commercial Bank, the economic hedge of investment in US Dollar (a strategy to mitigate the effects of fiscal and exchange rate variation of offshore investments on net income), the result of which is recorded in "Gains (losses) on financial assets and liabilities" fully offset in taxes line.

 

6/30/2018

Other aggregates:

Commercial Banking

 

Global Wholesale Banking

 

Total

Total assets

           620,403,526

 

             76,033,822

 

           696,437,348

Loans and advances to customers

           219,128,990

 

             64,613,033

 

           283,742,023

Customer deposits

           224,653,672

 

             77,290,366

 

           301,944,038

           

 

12/31/2017

Other aggregates:

Commercial Banking

 

Global Wholesale Banking

 

Total

Total assets

           580,090,401

 

             65,612,638

 

645,703,039

Loans and advances to customers

           217,539,345

 

             54,880,812

 

272,420,157

Customer deposits

           225,926,433

 

             50,115,708

 

276,042,141

Interim Consolidated Condensed Financial Statements - June 30, 2018

49


 

 

 

 

15.          Related party transactions

The parties related to the Bank are deemed to include, in addition to its subsidiaries, associates and jointly controlled entities, the Bank’s key management personnel and the entities over which the key management personnel may exercise significant influence or control.

 

Banco Santander has the Policy on Related Party Transactions approved by the Board of Directors, which aim to ensure that all transactions are made on the policy typified in view the interests of Banco Santander and its stockholders'. The policy defines powers to approve certain transactions by the Board of Directors. The rules laid down are also applied to all employees and directors of Banco Santander and its subsidiaries.

 

The transactions between the Bank with its related parties on June 30, 2018 and December 31, 2017, and for the six-month period ended June 30, 2018 and 2017, were as follows:

 

a) Key-person management compensation

 

The Board of Directors' meeting, held on March 28, 2018  approved, in accordance with the Compensation Committee the maximum global compensation proposal for the directors (Board of Directors and Executive Officers) overall amounting to R$300,000 for the 2018 financial year, covering fixed remuneration, variable and equity-based and other benefits. The proposal was object of deliberation in the Ordinary General Assembly (AGO) to be held on April 27, 2018.                                      

 

a.1) Long-term benefits

 

The Banco Santander as well as Banco Santander Spain, as other subsidiaries of Santander Group, have long-term compensation programs tied to their share's performance, based on the achievement of goals.

 

a.2) Short-term benefits

 

The following table shows the Board of Directors’ and Executive Board’s:

 

 

1/01 to

6/30/2018

 

1/01 to

6/30/2017

Fixed compensation

                                  43,765

 

                                   41,990

Variable compensation

                                   39,169

 

                                  75,387

Other (1)

                                  43,458

 

                                      6,146

Total Short-term benefits

                  126,393

 

                  123,523

Share-based payment

                                  32,504

 

                                      1,606

Total Long-term benefits

                    32,504

 

                       1,606

Total (2)

                  158,897

 

                   125,129

(1) Refers to the amount paid by Banco Santander and its subsidiaries to their Managers for positions they hold at Banco and other companies in the Conglomerate Santander.

 

(1) In the first half of 2018, the Management of Banco Santander decided to carry out an early initiative, which was practiced by the Bank's liberality.

 

(2) Refers to the amount paid by Banco Santander and its subsidiaries to their Managers for positions they hold at Banco and other companies in the Conglomerate Santander.

 

Additionally, in the period of six-month ended June 30, 2018, charges were collected on key-person management compensation amounting R$17,686 (6/30/2017 - R$14,862).

 

a.3) Contract termination

 

The termination of the employment relationship for non-fulfillment of obligations or voluntarily does not entitle executives to any financial compensation.

 

b) Lending operations

 

Under current law, it is not granted loans or advances involving:

 

               I - officers, members of the Board of Directors and Audit Committee as well as their spouses and relatives up to the second degree;

               II - individuals or legal entities that holds more than 10% of Banco Santander´s share capital;

               III - legal entities in which Banco Santander holds more than 10% of its share capital;

               IV - legal entities in which any of the officers, members of the Board of Directors and Audit Committee, as well as their spouses or relatives up to the second degree, hold more than 10% of the share capital;

 

c) Ownership Interest

 

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

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 50

 

 
 

 

 

6/30/2018

 

 

Common

 

Common

 

Preferred

 

Preferred

 

Total

   

Stockholders'

 

shares (thousands)

 

shares (%)

 

shares (thousands)

 

shares (%)

 

shares (thousands)

 

Total shares (%)

Sterrebeeck B.V. (1)

 

        1,809,583

 

47.4%

 

        1,733,644

 

47.1%

 

        3,543,227

 

47.2%

Grupo Empresarial Santander, S.L. (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

 

               3,696

 

0.1%

 

               3,699

 

0.1%

 

               7,395

 

0.1%

Directors (*)

 

               5,119

 

0.1%

 

               5,119

 

0.1%

 

             10,238

 

0.1%

Other

 

           359,745

 

9.4%

 

           387,546

 

10.6%

 

           747,291

 

10.0%

Total

 

        3,807,780

 

99.7%

 

        3,668,921

 

99.7%

 

        7,476,701

 

99.7%

Treasury shares

 

             10,915

 

0.3%

 

             10,915

 

0.3%

 

             21,830

 

0.3%

Total

 

        3,818,695

 

100.0%

 

        3,679,836

 

100.0%

 

        7,498,531

 

100.0%

Free Float (2)

 

           363,441

 

9.5%

 

           391,245

 

10.7%

 

           754,686

 

10.1%

                         

 

 

12/31/2017

 

 

Common

 

Common

 

Preferred

 

Preferred

 

Total

   

Stockholders'

 

shares (thousands)

 

shares (%)

 

shares (thousands)

 

shares (%)

 

shares (thousands)

 

Total shares (%)

Sterrebeeck B.V. (1)

 

        1,809,583

 

47.4%

 

        1,733,644

 

47.1%

 

        3,543,227

 

47.2%

Grupo Empresarial Santander, S.L. (1)

        1,107,673

 

29.0%

 

        1,019,645

 

27.7%

 

        2,127,318

 

28.4%

Banco Santander, S.A. (1)

 

           521,964

 

13.6%

 

           519,268

 

14.1%

 

        1,041,232

 

13.9%

Employees

 

               3,551

 

0.1%

 

               3,556

 

0.1%

 

               7,107

 

0.1%

Directors (*)

 

               4,016

 

0.1%

 

               4,016

 

0.1%

 

               8,032

 

0.1%

Other

 

           366,063

 

9.6%

 

           393,862

 

10.7%

 

           759,925

 

10.1%

Total

 

        3,812,850

 

99.8%

 

        3,673,991

 

99.8%

 

        7,486,841

 

99.8%

Treasury shares

 

               5,845

 

0.2%

 

               5,845

 

0.2%

 

             11,690

 

0.2%

Total

 

        3,818,695

 

100.0%

 

        3,679,836

 

100.0%

 

        7,498,531

 

100.0%

Free Float (2)

 

           369,614

 

9.7%

 

           397,418

 

10.8%

 

           767,032

 

10.2%

 

(1) Companies of the Santander Spain Group.

(2) Composed of Employees, Qatar Holding and other.

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

 

c.1) Qatar Holding LLC's Public Offering                                                                                                                    

 

On April 11, 2017, Banco Santander in Brazil informed its shareholders and the market in general, in furtherance of the material facts disclosed on March 28, 2017 and April 6, 2017, the settlement of the secondary public offering for the distribution of 80,000,000 units issued by Banco Santander in Brazil and held by Qatar Holding LLC (Selling Shareholder), including in the form of American Depositary Shares (ADSs), having been allocated 22,000,000 Units for the Brazilian offering and 58,000,000 ADSs for the international offering. The price per Unit was set at R$25,00 (twenty five reais) resulting on a total amount of R$2 billion. Additionally, the amount of Units of the international offering initially offered was increased by an additional batch of 12,000,000 Units, exclusively in the form of ADSs also held by the Selling Shareholder.

 

d) Related-Party Transactions

 

The transactions and compensation for services among Banco Santander companies are carried out under usual market value, rates and terms, and under commutatively condition.

 

The principal transactions and balances are as follows:

Interim Consolidated Condensed Financial Statements - June 30, 2018 51

 

 
 

 

 

 

 

 

 

 

 

 

6/30/2018

 

                     

Parent (1)

 

Joint-controlled
companies

 

Other Related-Party (2)

Assets

 

 

 

 

 

 

 

 

 

 

 

        7,298,292

 

        1,900,637

 

        1,217,285

Derivatives  Measured At Fair Value Through Profit Or Loss, net

 

           158,217

 

                     -  

 

           177,334

Banco Santander Espanha

 

           158,217

 

                     -  

 

                     -  

Abbey National Treasury Services Plc (2)

 

                     -  

 

                     -  

 

            (98,406)

     Real Fundo de Investimento Multimercado Santillana Credito Privado (2)

 

                     -  

 

                     -  

 

           275,740

Loans and amounts due from credit institutions - Cash and overnight operations in foreign currency

 

        7,121,167

 

                     -  

 

           119,746

Banco Santander Espanha (3) (4)

 

        7,121,167

 

                     -  

 

                     -  

Banco Santander Totta, S.A. (2)

 

                     -  

 

                     -  

 

               1,729

Abbey National Treasury Services Plc (2)

 

                     -  

 

                     -  

 

             98,284

Bank Zachodni (2)

 

                     -  

 

                     -  

 

                  194

Banco Santander, S.A. – México (2)

 

                     -  

 

                     -  

 

             19,539

Loans and other values ​​with customers

 

                      5

 

                     -  

 

           919,583

Zurich Santander Brasil Seguros e Previdência S.A. (5)

 

                     -  

 

                     -  

 

           919,103

Abbey National Treasury Services Plc  (2)

 

                     -  

 

                     -  

 

                  143

 Banco Santander Espanha (1)

 

                      5

 

                     -  

 

                     -  

 Isban Mexico, S.A. de C.V.

 

                     -  

 

                     -  

 

                  122

 Ingeniería de Software Bancario, S.L.

 

                     -  

 

                     -  

 

                  192

Gesban Servicios Administrativos Globales, S.L.

 

                     -  

 

                     -  

 

                    23

Loans and other values with credit institutions (1)

 

17,121

 

1,899,035

 

622

Banco Santander Espanha

 

             17,121

 

                     -  

 

                     -  

Webmotors S.A.

 

 

 

 

 

 

 

                     -  

 

                     -  

 

                  622

Banco RCI Brasil S.A.

 

                     -  

 

                    17

 

                     -  

Banco RCI Brasil S.A.

 

                     -  

 

        1,899,018

 

                     -  

Other Assets

 

               1,782

 

               1,602

 

                     -  

Banco Santander Espanha

 

               1,782

 

                     -  

 

                     -  

Webmotors S.A.

 

                     -  

 

                     -  

 

                     -  

Banco RCI Brasil S.A. 

 

                     -  

 

               1,602

 

                     -  

                                 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

     (10,111,459)

 

          (125,601)

 

       (2,425,372)

Deposits from credit institutions

 

 

 

 

 

          (270,851)

 

          (124,274)

 

       (2,161,151)

Banco Santander Espanha

 

          (270,851)

 

                     -  

 

                     -  

Santander Securities Services Brasil Participações S.A. (2)

 

                     -  

 

                     -  

 

          (374,845)

Santander Brasil Asset (2)

 

                     -  

 

                     -  

 

            (16,778)

Real Fundo de Investimento Multimercado Santillana Credito Privado (2)

 

                     -  

 

                     -  

 

       (1,769,528)

Banco Santander, S.A. – Uruguay (2)

 

                     -  

 

                     -  

 

                     -  

Banco Santander Totta, S.A. (2)

 

                     -  

 

                     -  

 

                     -  

Banco RCI Brasil S.A.

 

                     -  

 

          (124,274)

 

                     -  

Customer deposits

 

                     -  

 

              (1,327)

 

          (174,386)

Santander Securities (2)

 

                     -  

 

                     -  

 

            (72,417)

Zurich Santander Brasil Seguros e Previdência S.A. (5)

 

                     -  

 

                     -  

 

                     -  

Santander Brasil Gestão de Recursos Ltda

 

                     -  

 

                     -  

 

            (96,223)

Gestora de Inteligência de Crédito

 

                     -  

 

                     -  

 

              (2,250)

Webmotors S.A.

 

                     -  

 

              (1,327)

 

                     -  

Other

 

                     -  

 

                     -  

 

              (3,496)

Debt Instruments Eligible for Capital

 

       (9,296,966)

 

                     -  

 

                     -  

Banco Santander Espanha

 

       (9,296,966)

 

                     -  

 

                     -  

Other Liabilities - Dividends and Interest on Capital Payable

 

          (538,455)

 

                     -  

 

                 (153)

Banco Santander Espanha

 

            (83,622)

 

                     -  

 

                     -  

Grupo Empresarial Santander, S.L. (1)

 

          (170,530)

 

                     -  

 

                     -  

Sterrebeeck B.V. (1)

 

          (284,303)

 

                     -  

 

                     -  

Banco Madesant

 

                     -  

 

                     -  

 

                 (153)

Other Liabilities

 

              (5,187)

 

                     -  

 

            (89,682)

Banco Santander Espanha

 

              (5,187)

 

                     -  

 

                     -  

Santander Brasil Asset

 

                     -  

 

                     -  

 

                   (70)

Produban Servicios Informáticos Generales, S.L. (Produban Espanha) (2)

 

                     -  

 

                     -  

 

            (21,940)

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

 

                     -  

 

                     -  

 

            (30,700)

Santander Securities Services Brasil Participações S.A. (2)

 

                     -  

 

                     -  

 

              (4,355)

Zurich Santander Brasil Seguros e Previdência S.A. (5)

 

                     -  

 

                     -  

 

            (31,737)

Other

 

                     -  

 

                     -  

 

                 (880)

 
Interim Consolidated Condensed Financial Statements - June 30, 2018 52


 
 

 

                                 

 

 

 

 

 

 

 

 

12/31/2017

 

                     

Parent (1)

 

Joint-controlled
companies

 

Other Related-Party (2)

Assets

 

        8,214,739

 

        1,214,312

 

           926,994

Financial assets for trading - Derivatives net

 

          (173,065)

 

                     -  

 

            (74,873)

Banco Santander Espanha

 

          (173,065)

 

                     -  

 

                     -  

Abbey National Treasury Services Plc (2)

 

                     -  

 

                     -  

 

            (71,672)

    Real Fundo de Investimento Multimercado Santillana Credito Privado (2)

 

                     -  

 

                     -  

 

              (3,201)

Loans and other values with credit institutions - Cash and overnight operations in foreign currency

 

        8,363,038

 

                     -  

 

             76,009

Banco Santander Espanha (3) (4)

 

        8,363,038

 

                     -  

 

                     -  

Banco Santander Totta, S.A. (2)

 

                     -  

 

                     -  

 

               2,733

Abbey National Treasury Services Plc (2)

 

                     -  

 

                     -  

 

             71,751

Bank Zachodni (2)

 

                     -  

 

                     -  

 

                  177

Banco Santander, S.A. – México (2)

 

                     -  

 

                     -  

 

               1,348

Loans and advances to customers

 

                  132

 

               9,661

 

           925,858

Zurich Santander Brasil Seguros e Previdência S.A. (5)

 

                     -  

 

                     -  

 

           925,835

Abbey National Treasury Services Plc  (2)

 

                     -  

 

                     -  

 

                    23

Banco Santander Espanha

 

                  132

 

                     -  

 

                     -  

Webmotors S.A.

 

                     -  

 

               9,661

 

                     -  

Loans and amounts due from credit institutions

 

             23,896

 

        1,203,032

 

                     -  

Banco Santander Espanha

 

             23,896

 

                     -  

 

                     -  

Banco RCI Brasil S.A.

 

                     -  

 

        1,203,032

 

                     -  

Other Assets

 

                  738

 

               1,619

 

                     -  

Banco Santander Espanha

 

                  738

 

                     -  

 

                     -  

Banco RCI Brasil S.A. 

 

                     -  

 

               1,619

 

                     -  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

     (12,360,383)

 

            (57,221)

 

       (2,107,677)

Deposits of Brazil Central Bank and deposits of credit institutions

 

          (387,937)

 

            (47,423)

 

       (1,862,058)

Banco Santander Espanha

 

          (387,937)

 

                     -  

 

                     -  

Santander Securities Services Brasil DTVM S.A

 

                     -  

 

                     -  

 

          (300,074)

Santander Brasil Asset

 

                     -  

 

                     -  

 

            (16,766)

Real Fundo de Investimento Multimercado Santillana Credito Privado (2)

 

                     -  

 

                     -  

 

       (1,543,752)

Banco Santander, S.A. – Uruguay (2)

 

                     -  

 

                     -  

 

              (1,466)

Banco RCI Brasil S.A.

 

                     -  

 

            (47,423)

 

                     -  

Customer deposits

 

                     -  

 

              (9,798)

 

          (222,473)

ISBAN Brasil S.A. (2)

 

                     -  

 

                     -  

 

            (20,893)

Santander Securities Services Brasil Participações S.A. (2)

 

                     -  

 

                     -  

 

            (71,947)

Produban Serviços de Informática S.A. (2)

 

                     -  

 

                     -  

 

            (34,410)

Zurich Santander Brasil Seguros e Previdência S.A. (5)

 

                     -  

 

                     -  

 

            (55,935)

Santander Brasil Gestão de Recursos Ltda

 

                     -  

 

                     -  

 

            (32,334)

Webmotors S.A.

 

                     -  

 

              (9,798)

 

                     -  

Other

 

                     -  

 

                     -  

 

              (6,954)

Other Liabilities - Dividends and Interest on Capital Payable

 

       (3,992,820)

 

                     -  

 

              (1,132)

Banco Santander Espanha

 

          (620,264)

 

                     -  

 

                     -  

Grupo Empresarial Santander, S.L. (1) (2)

 

       (1,264,470)

 

                     -  

 

                     -  

Sterrebeeck B.V. (1) (2)

 

       (2,108,086)

 

                     -  

 

                     -  

Banco Madesant - Sociedade Unipessoal, S.A. (2)

 

                     -  

 

                     -  

 

              (1,132)

Other Liabilities

 

              (2,050)

 

                     -  

 

            (22,014)

Banco Santander Espanha

 

              (2,050)

 

                     -  

 

                     -  

Santander Brasil Asset

 

                     -  

 

                     -  

 

                   (69)

ISBAN Brasil S.A. (2)

 

                     -  

 

                     -  

 

                  237

Produban Servicios Informáticos Generales, S.L. (Produban Espanha) (2)

 

                     -  

 

                     -  

 

                 (905)

Santander Securities Services Brasil DTVM S.A.

 

                     -  

 

                     -  

 

               6,762

Zurich Santander Brasil Seguros e Previdência S.A. (5)

 

                     -  

 

                     -  

 

            (27,748)

Other

 

                     -  

 

                     -  

 

                 (291)

Other - Debt Instruments Eligible for Capital

 

       (7,977,576)

 

                     -  

 

                     -  

Banco Santander Espanha

 

       (7,977,576)

 

                     -  

 

                     -  

(*) All loans and amounts to related parties were made in our ordinary course of business and on sustainable basis, including interest rates and collateral and did not involve more than the normal risk of collectability or present other unfavorable features.                        

(1) Banco Santander (Brasil) S.A. is indirectly controlled by Banco Santander Spain (note 1-a), through its subsidiary Grupo Empresarial Santander, S.L. and Sterrebeeck B.V. (2) Refers to the Company's subsidiaries (Banco Santander Spain).

(3) On June 30, 2018, includes cash of R$1,244,638 (03/31/2018 - R$383,894).                                                                                                                                                                                                                                  

(4) On June 30, 2018,  include foreign currency investments (overnight applications) due on July 02, 2018 in the amount of R$5,784,003 (March 31, 2018 - R$2,778,956) and interest until 1.89% p.a held at Santander Brasil EFC, Banco Santander Brasil and its Grand Cayman Branch.

(5) Significant Influence of Banco Santander Espanha.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 53


 
 
 

 

 

1/01 to
6/30/2018

 

 

Parent (1)

 

Joint-controlled
companies

 

Other Related-Party (2)

Income

 

          (155,805)

 

             63,830

 

           846,879

Interest and similar income - Loans and amounts due from credit institutions

             48,655

 

             60,841

 

                  891

Banco Santander Espanha

 

             48,655

 

                     -  

 

                     -  

Banco RCI Brasil S.A.

 

                     -  

 

             60,841

 

                     -  

Abbey National Treasury Services Plc

 

                     -  

 

                     -  

 

                  143

Cibrasec

 

                     -  

 

                     -  

 

                  748

Interest expense and similar charges - Customer deposits

                     -  

 

                   (71)

 

              (3,878)

ISBAN Brasil S.A.

 

                     -  

 

                     -  

 

                   (90)

Santander Brasil Gestão de Recursos Ltda

 

                     -  

 

                     -  

 

              (2,867)

Santander Cultural

 

                     -  

 

                     -  

 

                   (24)

Gestora de Inteligência de Crédito

 

                     -  

 

                     -  

 

                 (663)

Webmotors S.A.

 

                     -  

 

                   (71)

 

                     -  

Produban Serviços de Informática S.A.

 

                     -  

 

                     -  

 

                 (215)

Other

 

                     -  

 

                     -  

 

                   (20)

Interest expense and similar charges - Deposits from credit institutions

              (4,271)

 

              (2,954)

 

            (71,581)

Banco Santander Espanha

 

              (4,271)

 

                     -  

 

                     -  

Banco RCI Brasil S.A.

 

                     -  

 

              (2,954)

 

                     -  

Santander Securities Services Brasil Participações S.A. (2)

 

                     -  

 

                     -  

 

            (11,797)

SAM Brasil Participações

 

                     -  

 

                     -  

 

                   (25)

Real Fundo de Investimento Multimercado Santillana Credito Privado

 

                     -  

 

                     -  

 

            (56,994)

Santander Securities Services Brasil DTVM S.A

 

                     -  

 

                     -  

 

              (2,229)

Santander Asset Management, S.A. SGIIC.

 

                     -  

 

                     -  

 

                 (536)

Fee and commission income (expense)

               6,400

 

               6,014

 

        1,296,144

Banco Santander Espanha

 

               6,400

 

                     -  

 

                     -  

Banco RCI Brasil S.A.

 

                     -  

 

               5,911

 

                     -  

Banco Santander International

 

                     -  

 

                     -  

 

             10,106

Webmotors S.A.

 

                     -  

 

                  103

 

                     -  

Zurich Santander Brasil Seguros S.A.

 

                     -  

 

                     -  

 

           148,454

Zurich Santander Brasil Seguros e Previdência S.A.

 

                     -  

 

                     -  

 

        1,127,848

Other

 

                     -  

 

                     -  

 

               9,736

Debt Instruments Eligible to Compose Capital

          (212,297)

 

                     -  

 

                     -  

Banco Santander Espanha (2)

 

          (212,297)

 

                     -  

 

                     -  

Gains (losses) on financial assets and liabilities and exchange differences (net)

             39,264

 

                     -  

 

            (51,626)

Banco Santander Espanha

 

             39,264

 

                     -  

 

                     -  

Real Fundo de Investimento Multimercado Santillana Credito Privado

 

                     -  

 

                     -  

 

            (57,005)

Abbey National Treasury Services Plc

 

                     -  

 

                     -  

 

            (15,046)

Santander Securities Services Brasil Participações S.A. (2)

 

                     -  

 

                     -  

 

                 (179)

Zurich Santander Brasil Seguros e Previdência S.A.

 

                     -  

 

                     -  

 

             20,385

Zurich Santander Brasil Seguros  S.A.

 

                     -  

 

                     -  

 

                     -  

Other

 

                     -  

 

                     -  

 

                  219

Administrative expenses and amortization

            (33,556)

 

                     -  

 

          (313,515)

Banco Santander Espanha

 

            (33,556)

 

                     -  

 

                     -  

ISBAN Brasil S.A.

 

                     -  

 

                     -  

 

            (14,210)

Produban Serviços de Informática S.A.

 

                     -  

 

                     -  

 

            (33,567)

ISBAN Chile S.A.

 

                     -  

 

                     -  

 

                   (12)

Aquanima Brasil Ltda.

 

                     -  

 

                     -  

 

            (14,457)

TECBAN - Tecnologia Bancaria Brasil

 

                     -  

 

                     -  

 

          (137,482)

Produban Servicios Informáticos Generales, S.L. (Produban Espanha)

 

                     -  

 

                     -  

 

            (23,633)

Ingeniería de Software Bancário, S.L.

 

                     -  

 

                     -  

 

            (53,960)

Santander Securities Services Brasil DTVM S.A

 

                     -  

 

                     -  

 

            (23,476)

Other

 

                     -  

 

                     -  

 

            (12,719)

Other Administrative expenses - Donation

                     -  

 

                     -  

 

              (9,555)

Santander Cultural

 

                     -  

 

                     -  

 

              (1,500)

Fundação Santander

 

                     -  

 

                     -  

 

                 (270)

Fundação Sudameris

 

                     -  

 

                     -  

 

              (7,785)

Interim Consolidated Condensed Financial Statements - June 30, 2018

54


 
 
   

 

 

 

 

 

 

 

1/01 to
6/30/2017

 

 

Parent (1)

 

Joint-controlled
companies

 

Other Related-Party (2)

Income

 

           304,774

 

             43,004

 

           342,746

Interest and similar income - Loans and amounts due from credit institutions

 

             45,506

 

             39,322

 

                  344

Banco Santander Espanha

 

             45,506

 

                     -  

 

                     -  

Banco RCI Brasil S.A.

 

                     -  

 

             39,322

 

                     -  

Abbey National Treasury Services Plc

 

                     -  

 

                     -  

 

                  344

Interest expense and similar charges - Customer deposits

 

                     -  

 

              (2,977)

 

              (9,037)

ISBAN Brasil S.A.

 

                     -  

 

                     -  

 

              (1,028)

Santander Securities Services Brasil Participações S.A.

 

                     -  

 

                     -  

 

              (3,551)

Santander Brasil Gestão de Recursos Ltda

 

                     -  

 

                     -  

 

              (3,689)

Santander Cultural

 

                     -  

 

                     -  

 

                   (27)

Webmotors S.A.

 

                     -  

 

              (2,977)

 

                     -  

Produban Serviços de Informática S.A.

 

                     -  

 

                     -  

 

                 (681)

Other

 

                     -  

 

                     -  

 

                   (61)

Interest expense and similar charges - Deposits from credit institutions

 

              (7,496)

 

              (1,434)

 

            (64,884)

Banco Santander Espanha

 

              (7,496)

 

                     -  

 

                     -  

Banco RCI Brasil S.A.

 

                     -  

 

              (1,434)

 

                     -  

Santander Securities Services Brasil DTVM S.A

 

                     -  

 

                     -  

 

            (12,614)

SAM Brasil Participações

 

                     -  

 

                     -  

 

                   (59)

Real Fundo de Investimento Multimercado Santillana Credito Privado

 

                     -  

 

                     -  

 

            (52,211)

Fee and commission income (expense)

 

              (1,417)

 

               8,093

 

        1,014,372

Banco Santander Espanha

 

              (1,417)

 

                     -  

 

                     -  

Banco RCI Brasil S.A.

 

                     -  

 

               8,090

 

                     -  

Banco Santander International

 

                     -  

 

                     -  

 

               7,447

Webmotors S.A.

 

                     -  

 

                      3

 

                     -  

Zurich Santander Brasil Seguros  S.A.

 

                     -  

 

                     -  

 

           116,579

Zurich Santander Brasil Seguros e Previdência S.A.

 

                     -  

 

                     -  

 

           888,685

Other

 

                     -  

 

                     -  

 

               1,661

Debt Instruments Eligible to Compose Capital

 

          (110,601)

 

                     -  

 

                     -  

Banco Santander Espanha (2)

 

          (110,601)

 

                     -  

 

                     -  

Gains (losses) on financial assets and liabilities and exchange differences (net)

 

           378,782

 

                     -  

 

            (91,449)

Banco Santander Espanha

 

           378,782

 

                     -  

 

                     -  

Real Fundo de Investimento Multimercado Santillana Credito Privado

 

                     -  

 

                     -  

 

            (75,788)

Abbey National Treasury Services Plc

 

                     -  

 

                     -  

 

              (7,766)

Other

 

                     -  

 

                     -  

 

              (7,895)

Administrative expenses and amortization

 

                     -  

 

                     -  

 

          (496,096)

ISBAN Brasil S.A.

 

                     -  

 

                     -  

 

          (174,198)

Produban Serviços de Informática S.A.

 

                     -  

 

                     -  

 

          (107,909)

ISBAN Chile S.A.

 

                     -  

 

                     -  

 

                   (11)

Aquanima Brasil Ltda.

 

                     -  

 

                     -  

 

            (12,821)

TECBAN - Tecnologia Bancaria Brasil

 

                     -  

 

                     -  

 

          (132,000)

Produban Servicios Informáticos Generales, S.L. (Produban Espanha)

 

                     -  

 

                     -  

 

            (16,195)

Santander Securities Services Brasil DTVM S.A

 

                     -  

 

                     -  

 

            (20,356)

Ingeniería de Software Bancário, S.L.

 

                     -  

 

                     -  

 

            (31,534)

Other

 

                     -  

 

                     -  

 

              (1,072)

Other Administrative expenses - Donation

 

                     -  

 

                     -  

 

            (10,504)

Santander Cultural

 

                     -  

 

                     -  

 

              (2,354)

Fundação Santander

 

                     -  

 

                     -  

 

                 (800)

Fundação Sudameris

 

                     -  

 

                     -  

 

              (7,350)

(1) Banco Santander (Brasil) S.A. is indirectly controlled by Banco Santander Spain, through its subsidiary Grupo Empresarial Santander, S.L. and Sterrebeeck B.V.

(2) Refers to the Company's subsidiaries (Banco Santander Spain).

 

16.          Fair value of financial assets and liabilities                                                                                                               

 

Under IFRS 13, fair value measurement using a fair value hierarchy that reflects the model used in the measurement process should be in accordance with the following hierarchical levels:                                  

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 55
 

 

 
 

 

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

 

Level 2: 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: Are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

Trading Financial Assets, Other financial assets at fair value on through profit or loss, Available-for-sale financial assets and Financial liabilities held for trading

 

Level 1: The securities with high liquidity and observable prices in an active market are classified as level 1. At this level were classified most of the Brazilian Government Securities (mainly LTN, LFT, NTN-B, NTN-C and NTN-F), shares in stocks and other securities traded in an active market.

 

Level 2: When price quotations cannot be observed, the Management, using their own internal models, make their 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 within Level 2 of the fair value hierarchy and are composed mainly by Private Securities (prominently on Debenture portfolio) in a market with less liquidity than those classified at Level 1.

 

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. Level 3 comprises mainly unlisted shares that are not generally traded in an active market.

 

Derivatives

 

Level 1: Derivatives traded on exchanges are classified in Level 1 of the hierarchy.

 

Level 2: For the valuation derivatives traded over the counter, and the valuation of financial instruments (primarily swaps and options), are usually used as observable market data: exchange rates, interest rates, volatility, correlation between indexes and market liquidity.

 

When pricing the financial instruments mentioned, uses the method of the Black-Scholes model (exchange rate options, interest rate options; caps and floors) and the method of present value (discount of future values by market curves).

 

Level 3: Derivatives not traded in the stock market and that do not have an observable data in a active market were classified as Level 3, these and are composed of complex derivatives.

 

The following table shows a summary of the fair values ​​of financial assets and liabilities for the period ended June 30, 2018 and December 31, 2017, classified based on several measurement methods adopted by the Bank to determine fair value:

 

 

 

6/30/2018

 

 


Level 1(1)

 

Level 2

 

Level 3

 

Total

 

Financial assets measured at fair value through profit or loss

35,908,072

 

19,336,112

 

  236,095

 

55,480,279

 

Debt instruments

35,306,504

 

  996,727

 

  -

 

36,303,231

 

Equity instruments

  601,568

 

  2,145

 

  162,978

 

  766,691

 

Trading derivatives

-

 

17,691,456

 

  73,117

 

17,764,573

 

Loans and advances to customers

-

 

645,784

 

  -

 

  645,784

 

Other financial assets measured at fair value through profit or loss

1,619,848

 

-

 

-

 

1,619,848

 

Debt instruments

1,619,848

 

-

 

  -

 

1,619,848

 

Financial assets measured at fair value through other comprehensive income

84,951,285

 

1,229,591

 

  20,986

 

86,201,862

 

Debt instruments

84,950,607

 

1,229,591

 

  5,348

 

86,185,546

 

Equity instruments

678

 

-

 

  15,638

 

  16,316

 

Hedging derivatives (assets)

-

 

293,039

 

  -

 

  293,039

 

Financial liabilities measured at fair value through profit or loss

20,132,869

 

16,755,663

 

  6,549

 

36,895,081

 

Trading derivatives

  -

 

16,755,663

 

  6,549

 

16,762,212

 

Short positions

20,132,869

 

  -

 

  -

 

20,132,869

 

Hedging derivatives (liabilities)

  -

 

  -

 

  -

 

  -

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 56


 
 
                 

 

 

12/31/2017

 

 


Level 1(1)

 


Level 2(1)

 


Level 3

 

Total

Financial assets held for trading

34,380,542

 

18,059,034

 

  -

 

52,439,576

 

Debt instruments

33,891,360

 

  988,321

 

  -

 

34,879,681

 

Equity instruments

  489,182

 

588

 

  -

 

  489,770

 

Trading derivatives

  -

 

17,070,125

 

  -

 

17,070,125

Other financial assets measured at fair value through profit or loss

1,593,951

 

  64,738

 

  33,368

 

1,692,057

 

Debt instruments

1,593,951

 

  64,738

 

  -

 

1,658,689

 

Equity instruments

  -

 

  -

 

  33,368

 

  33,368

Available-for-sale financial assets

79,301,016

 

6,382,225

 

  140,143

 

85,823,384

 

Debt instruments

78,335,629

 

6,381,118

 

  -

 

84,716,747

 

Equity instruments

  965,387

 

  1,107

 

  140,143

 

1,106,637

Hedging derivatives (assets)

  -

 

  192,763

 

  -

 

  192,763

Financial liabilities held for trading

32,808,392

 

16,514,154

 

  -

 

49,322,546

 

Trading derivatives

  -

 

16,514,154

 

  -

 

16,514,154

 

Short positions

32,808,392

 

  -

 

  -

 

32,808,392

Hedging derivatives (liabilities)

  -

 

  163,332

 

  -

 

  163,332

(1) There was no transfer between Level 1 and 2.

 

Movements in fair value of Level 3                                                                                                                              

 

The following table shows the changes that occurred in the six-month period ended June 30, 2018 and 2017 for level 3:

 

 

 

Fair Value
12/31/2017

 

Gains/ losses (Realized/Not Realized)

 

Transfers to Level 3

 

Additions / Low

 


Impact IFRS 9

 

Fair value
6/30/2018

Other financial assets at fair value through profit or loss

          33,368

 

                    -

 

                    -

 

          (4,009)

 

        (29,359)

 

                    -

Financial Assets Measured At Fair Value Through Profit Or Loss

                    -

 

                    -

 

                    -

 

          32,870

 

        203,225

 

        236,095

Financial Assets Measured At Fair Value Through Other Comprehensive Income

        140,143

 

                    -

 

                    -

 

            4,511

 

      (123,668)

 

          20,986

                         

 

 

 

 

Fair Value
12/31/2016

 

Gains/ losses (Realized/Not Realized)

 

Transfers to Level 3

 

Additions / Low

 

Fair Value 6/30/2017

Other financial assets at fair value through profit or loss

 

          37,509

 

          (2,604)

 

                    -

 

                 88

 

          34,993

Available-for-sale financial assets

 

 

        951,612

 

          28,680

 

                    -

 

      (407,120)

 

        573,172

                         

 

 

Fair Value
12/31/2017

 

Gains/ losses (Realized/Not Realized)

 

Transfers to Level 3

 

Additions / Low

 


Impact IFRS 9

 

Fair value
6/30/2018

Financial liabilities measured at fair value through profit or loss

                    -

 

                    -

 

            6,549

 

                    -

 

                    -

 

            6,549

 

Financial assets and liabilities not measured at fair value

 

The financial assets owned by the Bank are measured at fair value in the accompanying consolidated balance sheets, except for loans and receivables.

 

Similarly, the Bank’s financial liabilities except for financial liabilities held for trading and those measured at fair value - are measured at amortized cost in the consolidated balance sheets.

 

i) Financial assets at a value other than fair value

 

Below is a comparison of the carrying amounts of financial assets of the Bank measured to a value other than fair value and their respective fair values at June 30, 2018 and December 31, 2017:

Interim Consolidated Condensed Financial Statements - June 30, 2018 57

 

 
 

 

 

 

 

 

 

 

 

 

 

6/30/2018

Assets

 

Accounting Value

 

Fair Value

 

Level 1

 

Level 2

 

Level 3

                       

 

Open market -  Brazilian Central Bank

 

   39,304,231

 

   39,326,768

 

                    -

 

   39,326,768

 

                    -

 

Financial Assets Measured At Amortized Cost

 

                    -

 

 

 

 

 

 

 

 

 

Loans and amounts due from credit institutions

   36,207,251

 

   36,207,251

 

                    -

 

   36,207,251

 

                    -

 

Loans and advances to customers

 

 283,742,023

 

 286,007,110

 

                    -

 

                    -

 

 286,007,110

 

Loans and receivables - Debt instruments

 

   43,573,540

 

   43,086,897

 

     7,834,527

 

   35,252,370

 

                    -

 

Total

 

 402,827,045

 

 404,628,026

 

     7,834,527

 

 110,786,389

 

 286,007,110

                       

 

 

 

 

 

 

 

 

 

 

 

12/31/2017

Assets

 

Accounting Value

 

Fair Value

 

Level 1

 

Level 2

 

Level 3

                       

 

Open market -  Brazilian Central Bank

 

   33,831,521

 

   33,914,021

 

                    -

 

   33,914,021

 

                    -

 

Held to maturity investments

 

   10,214,454

 

   10,587,117

 

     7,251,246

 

     3,335,871

 

                    -

 

Loans and Receivables:

 

 

 

 

 

 

 

 

 

 

 

Loans and amounts due from credit institutions

   32,300,095

 

   32,300,095

 

                    -

 

   32,300,095

 

                    -

 

Loans and advances to customers

 

 272,420,157

 

 275,647,324

 

                    -

 

                    -

 

 275,647,324

 

Loans and receivables - Debt instruments

 

   17,616,515

 

   17,127,511

 

                    -

 

   17,127,511

 

                    -

 

Total

 

 366,382,742

 

 369,576,068

 

     7,251,246

 

   86,677,498

 

 275,647,324

 
ii) Financial liabilities measured at a value other than fair value                                                                         

 

Following is a comparison of the carrying amounts of financial liabilities of the Bank measured to a value other than fair value and their respective fair values at June 30, 2018 and December 31, 2017:

 

 

 

 

 

 

 

 

6/30/2018

                       
 

Liabilities

 

Accounting Value

 

Fair Value

 

Level 1

 

Level 2

 

Level 3

                       

 

Financial liabilities at measured amortized cost:

 

 

 

 

 

 

  

 

  

 

Deposits of Brazil's Central Bank and deposits of credit institutions, does not include Interbank Deposits

 116,922,396

 

 116,922,396

 

                    -

 

                    -

 

 116,922,396

 

Customer deposits

 

 284,193,102

 

 284,170,507

 

                    -

 

                    -

 

 284,170,507

 

Marketable debt securities

 

   70,129,394

 

   70,065,148

 

                    -

 

     5,170,398

 

   64,894,750

 

Debt instruments Eligible Capital

 

     9,832,489

 

     9,832,489

 

                    -

 

     9,832,489

 

                    -

 

Other financial liabilities

 

   40,308,693

 

   40,308,693

 

                    -

 

                    -

 

   40,308,693

 

Total

 

 521,321,357

 

 521,299,233

 

                  -  

 

   15,002,887

 

 506,296,346

 

 

 

                             -  

 

                             -  

 

                             -  

 

                             -  

 

                             -  

                       

 

 

 

 

 

 

 

 

 

 

12/31/2017

                       
 

Liabilities

 

Accounting Value

 

Fair Value

 

Level 1

 

Level 2

 

Level 3

                       

 

Financial liabilities at measured amortized cost:

  

 

  

 

 

 

  

 

  

 

Deposits of Brazil's Central Bank and deposits of credit institutions, does not include Interbank Deposits

   79,068,604

 

   79,068,564

 

                    -

 

                    -

 

   79,068,564

 

Customer deposits

 

 258,482,156

 

 258,576,177

 

                    -

 

                    -

 

 258,576,177

 

Marketable debt securities

 

   70,247,012

 

   70,245,820

 

                    -

 

     2,000,552

 

   68,245,268

 

Subordinated Debt

 

        519,230

 

        528,799

 

                    -

 

                    -

 

        528,799

 

Debt instruments Eligible Capital

 

     8,436,901

 

     8,436,901

 

                    -

 

     8,436,901

 

                    -

 

Other financial liabilities

 

   44,260,735

 

   43,003,735

 

                    -

 

                    -

 

   43,003,735

 

Total

 

 461,014,638

 

 459,859,996

 

                  -

 

   10,437,453

 

 449,422,543

 

Investments in the Open Market -  Brazil's Central Bank - The book value presented for these instruments approximates their fair value due to short term maturities and the recent start date.

 

The methods and assumptions used to estimate the fair values summarized in the tables above are set forth below:

 

- Loans and amounts due from credit institutions and from customers – Fair value are estimated for groups of loans with similar characteristics. The fair value was measured by discounting estimated cash flow using the interest rate of new contracts.

 

That is, the future cash flow of the current loan portfolio is estimated using the contractual rates, and then the new loans spread over the risk free interest rate are incorporated to the risk free yield curve in order to calculate the loan portfolio fair value. In terms of behavior assumptions, it is important to underline that a prepayment rate is applied to the loan portfolio, thus a more realistic future cash flow is achieved.

 
Interim Consolidated Condensed Financial Statements - June 30, 2018 58

 

 
 

- Deposits from Bacen and credit institutions and Customer deposits – The fair value of deposits was calculated by discounting the difference between the cash flows on a contractual basis and current market rates for instruments with similar maturities. For variable-rate deposits, the carrying amount was considered to approximates fair value.

- Marketable debt securities, Subordinated liabilities and Debt Instruments Eligible to Compose Capital – The fair value of long-term loans were estimated by cash flow discounted  at the interest rate offered on the market with similar terms and maturities.

The valuation techniques used to estimate each level are defined in note 1.j.

17.          Other disclosures

a) Derivative Financial Instruments

 
a.1) Derivatives Recorded in Memorandum and Balance Sheets                       

Summary of Trading Derivative portfolio and Used as Hedge portfolio

 

 

 

 

6/30/2018

 

12/31/2017

Assets

       

Swap Differentials Receivable (1)

 

                13,337,707

 

                15,781,207

Option Premiums to Exercise

 

                  1,222,195

 

                     553,217

Forward Contracts and Other

 

                  3,497,710

 

                     928,464

Total

 

                18,057,612

 

                17,262,888

           

Liabilities

 

 

 

 

Swap Differentials Payable (1)

 

                13,495,220

 

                14,643,016

Option Premiums Launched

 

                     623,923

 

                     385,183

Forward Contracts and Other

 

                  2,816,477

 

                  1,649,287

Total

 

                16,935,620

 

                16,677,486

 

(1) Includes swaption (swap + option) and embedded derivatives.

 

Summary by Category

 

 

Trading

6/30/2018

 

12/31/2017

                 
   

Notional

 

Fair Value

 

Notional

 

Fair Value

 

Swap

              505,471,903

 

                   (277,144)

 

              401,790,569

 

                  1,108,760

 

Asset

              252,563,851

 

              100,102,583

 

              202,081,214

 

                57,294,179

 

CDI (Interbank Deposit Rates)

                42,064,028

 

                21,612,549

 

                33,289,522

 

                22,409,496

 

Fixed Interest Rate - Real

                59,078,985

 

                              -  

 

                95,700,715

 

                              -  

 

Indexed to Price and Interest Rates

                  4,381,011

 

                              -  

 

                  5,592,892

 

                              -  

 

Indexed to Foreign Currency

              146,978,771

 

                78,490,034

 

                67,493,635

 

                34,884,683

 

Other

                       61,056

 

                              -  

 

                         4,450

 

                              -  

 

Liabilities

              252,908,052

 

            (100,379,727)

 

              199,709,355

 

              (56,185,419)

 

CDI (Interbank Deposit Rates)

                20,490,697

 

                              -  

 

                16,664,176

 

                              -  

 

Indexed Interest Rate Fixed - Real

              101,065,814

 

              (22,420,539)

 

              114,055,076

 

              (21,687,884)

 

Indexed to Price and Interest Rates

                81,738,081

 

              (77,362,129)

 

                40,146,968

 

              (34,107,210)

 

Indexed to Foreign Currency

                48,925,679

 

                              -  

 

                28,420,467

 

                              -  

 

Other

                     687,781

 

                   (597,059)

 

                     422,668

 

                   (390,325)

 

Options

              129,034,822

 

                     598,272

 

              190,061,609

 

                     168,034

 

Purchased Position

                62,792,353

 

                  1,222,195

 

                87,503,833

 

                     553,217

 

Call Option - US Dollar

                14,536,976

 

                     505,839

 

                  9,369,821

 

                     169,542

 

Put Option - US Dollar

                  7,608,333

 

                     236,220

 

                  5,130,392

 

                       42,389

 

Call Option - Other

                  2,266,739

 

                     125,391

 

                  1,953,481

 

                       59,220

 

Interbank Market

                     357,133

 

                         2,051

 

                  1,185,310

 

                            389

 

Other (1)

                  1,909,606

 

                     123,340

 

                     768,171

 

                       58,831

 

Put Option - Other

                38,380,305

 

                     354,745

 

                71,050,139

 

                     282,066

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 59


 
 

 

 

 

 

 

 

 

 

 

 

Interbank Market

                37,123,696

 

                     277,042

 

                70,295,282

 

                     257,943

 

Other (1)

                  1,256,609

 

                       77,703

 

                     754,857

 

                       24,123

 

Sold Position

                66,242,469

 

                   (623,923)

 

              102,557,776

 

                   (385,183)

 

Call Option - US Dollar

                  7,804,169

 

                   (277,551)

 

                  5,595,163

 

                   (117,059)

 

Put Option - US Dollar

                10,057,893

 

                   (123,327)

 

                  5,919,598

 

                     (77,145)

 

Call Option - Other

                  9,821,024

 

                     (56,715)

 

                19,880,180

 

                     (35,961)

 

Interbank Market

                  8,240,327

 

                       (4,725)

 

                19,151,110

 

                          (515)

 

Other (1)

                  1,580,697

 

                     (51,990)

 

                     729,070

 

                     (35,446)

 

Put Option - Other

                38,559,383

 

                   (166,330)

 

                71,162,835

 

                   (155,018)

 

Interbank Market

                37,271,948

 

                     (82,806)

 

                70,494,622

 

                   (126,743)

 

Other (1)

                  1,287,435

 

                     (83,524)

 

                     668,213

 

                     (28,275)

 

Futures Contracts

              274,396,876

 

                              -  

 

              161,725,596

 

                              -  

 

Purchased Position

                68,829,144

 

                              -  

 

                54,806,022

 

                              -  

 

Exchange Coupon (DDI)

                33,998,700

 

                              -  

 

                  9,616,936

 

                              -  

 

Interest Rates (DI1 and DIA)

                32,581,631

 

                              -  

 

                26,456,303

 

                              -  

 

Foreign Currency

                  2,023,341

 

                              -  

 

                16,733,437

 

                              -  

 

Indexes (2)

                     204,201

 

                              -  

 

                  1,780,311

 

                              -  

 

Treasury Bonds/Notes

                       21,271

 

                              -  

 

                              -  

 

                              -  

 

Other

                              -  

 

                              -  

 

                     219,035

 

                              -  

 

Sold Position

              205,567,732

 

                              -  

 

              106,919,574

 

                              -  

 

Exchange Coupon (DDI)

                99,219,909

 

                              -  

 

                55,016,928

 

                              -  

 

Interest Rates (DI1 and DIA)

                63,029,804

 

                              -  

 

                51,135,994

 

                              -  

 

Foreign Currency

                42,075,318

 

                              -  

 

                     745,849

 

                              -  

 

Indexes (2)

                       36,204

 

                              -  

 

                       20,803

 

                              -  

 

Treasury Bonds/Notes

                  1,206,497

 

                              -  

 

                              -  

 

                              -  

 

Forward Contracts and Other

              103,634,194

 

                     681,233

 

                47,823,561

 

                   (720,823)

 

Purchased Position

                64,042,116

 

                  1,169,546

 

                23,506,096

 

                     647,376

 

Currencies

                63,235,153

 

                  1,159,772

 

                21,525,220

 

                     618,007

 

Other

                     806,963

 

                         9,774

 

                  1,980,876

 

                       29,369

 

Sold Position

                39,592,078

 

                   (488,313)

 

                24,317,465

 

                (1,368,199)

 

Currencies

                38,946,701

 

                   (477,426)

 

                22,096,104

 

                (1,364,617)

 

Other

                     645,377

 

                     (10,887)

 

                  2,221,361

 

                       (3,582)

(1) Includes stock options, indices and commodities.

(2) Includes B3 S.A.  (Current Company Name of BM&FBovespa) index and S&P.

 

a.2) Derivatives Financial Instruments by Counterparty

 

 

Notional

 

 

 

 

 

 

6/30/2018

       

Related

 

Financial

   
   

Customers

 

Parties

 

Institutions (1)

 

 Total

 

Swap

                32,801,719

 

                34,401,238

 

              185,360,894

 

              252,563,851

 

Options

                14,653,077

 

                  1,346,470

 

              113,035,275

 

              129,034,822

 

Futures Contracts

                              -  

 

                              -  

 

              274,396,876

 

              274,396,876

 

Forward Contracts and Other

                40,984,905

 

                48,164,558

 

                14,484,731

 

              103,634,194

                 

 

Notional

 

 

 

 

 

 

12/31/2017

       

Related

 

Financial

   
   

Customers

 

Parties

 

Institutions (1)

 

 Total

 

Swap

                32,912,721

 

                19,599,395

 

              149,569,098

 

              202,081,214

 

Options

                11,263,513

 

                  1,240,309

 

              177,557,787

 

              190,061,609

 

Futures Contracts

                              -  

 

                              -  

 

              161,725,596

 

              161,725,596

 

Forward Contracts and Other

                25,470,287

 

                18,816,991

 

                  3,536,283

 

                47,823,561

 

(1) Includes trades with the B3 S.A. - Brasil, Bolsa, Balcão (B3 S.A.) (Current Company Name of BM&FBovespa) and other securities and commodities exchanges.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 60

 

 
 

 

a.3) Derivatives Financial Instruments by Maturity

 

 

 Notional

 

 

 

 

 

 

6/30/2018

   

Up to

 

From 3 to

 

Over

   
   

3 Months

 

12 Months

 

12 Months

 

 Total

 

Swap

                26,650,363

 

              100,134,502

 

              125,778,986

 

              252,563,851

 

Options

                27,191,322

 

                96,867,072

 

                  4,976,428

 

              129,034,822

 

Futures Contracts

              132,802,265

 

                96,605,197

 

                44,989,414

 

              274,396,876

 

Forward Contracts and Other

                43,455,208

 

                47,052,413

 

                13,126,573

 

              103,634,194

                 

 

 Notional

 

 

 

 

 

 

12/31/2017

   

Up to

 

From 3 to

 

Over

   
   

3 Months

 

12 Months

 

12 Months

 

 Total

 

Swap

                20,705,247

 

                51,021,102

 

              130,354,865

 

              202,081,214

 

Options

                46,139,545

 

                89,403,700

 

                54,518,364

 

              190,061,609

 

Futures Contracts

                65,489,476

 

                55,490,159

 

                40,745,961

 

              161,725,596

 

Forward Contracts and Others

                25,015,557

 

                14,250,495

 

                  8,557,509

 

                47,823,561

 

a.4) Derivatives by Market Trading

 

 

Notional

 

 

 

 

6/30/2018

   

Stock exchange (1)

 

Over the counter (2)

 

 Total

 

Swap

              104,286,497

 

              148,277,354

 

              252,563,851

 

Options

              101,841,122

 

                27,193,700

 

              129,034,822

 

Futures Contracts

              274,396,876

 

                              -  

 

              274,396,876

 

Forward Contracts and Other

                  6,539,343

 

                97,094,851

 

              103,634,194

             

 

Notional

 

 

 

 

12/31/2017

   

Stock exchange (1)

 

Over the counter (2)

 

 Total

 

Swap

                67,112,505

 

              134,968,709

 

              202,081,214

 

Options

              172,144,700

 

                17,916,909

 

              190,061,609

 

Futures Contracts

              161,725,596

 

                              -  

 

              161,725,596

 

Forward Contracts and Others

                     395,212

 

                47,428,349

 

                47,823,561

 

(1) Includes trades with the B3 S.A. - Brasil, Bolsa, Balcão (B3 S.A.) (Current Company Name of BM&FBovespa) and other securities and commodities exchanges.

(2) Composed of operations that are included in registration chambers, according to Brazilian Central Bank regulations.

 

a.5) Hedge Accounting                                                                                                                                                    

 

Hedge relationships are of three types: Fair Value Hedge, Cash Flow Hedge and Net Investment Hedge of Foreign Operations.

 

Derivatives used as hedge by index are as follows:

 

Fair Value Hedge

 

The Bank’s fair value strategy consists of hedging exposure to changes in fair value in receivables and interest payments related to recognized assets and liabilities.

 

The adopted fair value management methodology segregates transactions by risk factor (e.g. Real/Dollar foreign exchange risk, fixed Reais interest rate risk, Dollar foreign exchange coupon risk, inflation risk, interest rate risk, etc.). The transactions generate exposures that are consolidated by risk factor and compared with internal pre-established limits.

 

In order to hedge against changes of fair value in receivables and interest payments, the bank uses interest rate Swap contracts related to pre-fixed assets and liabilities.

 

The Bank applies fair value hedges as follows:

 

• It contracts Foreign Currency + Coupon against % CDI swaps and designates them as a derivative instrument in a Hedge Accounting structure, having funding operations as the hedged item in this relationship, based on the instrument of Assumption of Foreign Currency Debt. The hedging relationships were designated in January 2016 and the related Swaps will mature between January 2017 and 2021. 

 

• The Bank has a portfolio of loan assets issued in foreign currency - Dollar at a fixed rate in the Balance Sheet of the “Santander EFC” (independent subsidiary in Spain), whose functional currency is the euro. In order to manage this mismatch, the Bank designates each Foreign Currency Floating EUR versus Fixed Dollar swap as the fair value hedge of the corresponding loan. The hedging relationships were designated in 2013 and the related Swaps will mature between 2017 and 2020.  

 

• The Bank has a portfolio of Euro-indexed Assets traded in the Cayman Islands.  In the Euro transaction, the value of the Dollar asset will be converted into Euro at the exchange rate in the contract on the date of recorded of the transaction. After the conversion, the principal, already denominated in Euro will be restated by % CDI or a pre-fixed rate. The Assets will be covered by Cross Currency Swaps in order to transfer the risk in Euro to LIBOR + Coupon. The hedging relationships were designated in February 2017 and the related Swaps will mature between 2017 and 2024.  

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 61

 

 
 

• The Bank has a pre-fixed interest rate risk generated by Government Securities (NTN-F and LTN) in the available for sale portfolio. To manage this mismatch, it contracts DI futures on the BM&FBovespa and designates them as a derivative instrument in a Hedge Accounting structure, with the object of this relationship being fixed-rate government securities (NTN-F and LTN). The hedge relationships were designated in March 2017 and matures in 2027.

In order to assess the effectiveness and measure the ineffectiveness of the strategies, the institution complies with international accounting standard IAS 39, which requires that the effectiveness test be performed at the beginning (prospective test) of the hedge structure and be repeated periodically (prospective and retrospective tests) in order to demonstrate that the hedge ratio remains effective.

a) Prospective test: In accordance with the standard, the prospective test must be performed on the inception date and on a quarterly basis in order to demonstrate that the expectations regarding the effectiveness of the hedge ratio are high.

a.1) Initial prospective test (at inception): it is restricted to a qualitative review of the critical terms and conditions of the hedging instrument and the hedged item in order to conclude whether changes in the fair value of the two instruments are expected to fully offset each other. 

a.2) Periodic prospective test: the sensitivity of the fair value of the hedged item and the hedging instrument will be periodically computed at a parallel variation of 10 basis points in the interest rate curve. For the purposes of effectiveness, these two sensitivity ratios should be between 80% and 125%.

b) Retrospective test: the retrospective effectiveness test will be performed by comparing the MTM change of the hedging instrument since the inception date with the MTM change of the hedged item since the inception date, excluding the transaction’s liquidity and credit spread:

In fair value hedges, gains or losses, both on hedging instruments and hedged items (attributable to the type of risk being hedged) are recognized directly in the consolidated statement of income.

 

 

 

6/30/2018

 

12/31/2017

 

Hedge Structure

Effective Portion Accumulated

 

Portion Ineffective

 

Effective Portion Accumulated

 

Portion Ineffective

 

Fair Value Hedge

 

           

 

Government Securities (LTN, NTN-F)

190,617

 

  -

 

(388,446)

 

  -

 

LEA

(75,706)

 

  -

 

(1,200)

 

  -

 

Resolution 2770

3,517

 

  -

 

  304

 

  -

 

Trade Finance Off

(64,713)

 

  -

 

(57,386)

 

  -

 

Total

53,715

 

  -

 

(446,728)

 

  -

                 

 

 

 

 

6/30/2018

 

 

 

12/31/2017

   

Adjustment

     

Adjustment

   
   

to Market

 

Fair Value

 

to Market

 

Fair Value

 

Hedge Instruments

 

 

 

 

 

 

 

 

Swap Contracts

(100,057)

 

(39,176)

 

(95,672)

 

(130,683)

 

Asset

40,393

 

  4,118,798

 

12,954

 

  3,005,666

 

Deposit Certificate Interbank - CDI (5)(8)

  (865)

 

  1,789,487

 

  (357)

 

  1,818,366

 

Indexed to Foreign Currency - Fixed Dollar (1)

  106

 

12,200

 

  320

 

8,742

 

Indexed to Foreign Currency - USD/BRL - Dollar (2) (3) (4)

(3,900)

 

  1,697,951

 

(23,585)

 

691,872

 

Indexed to Foreign Currency - Euro (6)(7)

45,052

 

619,160

 

36,576

 

486,686

 

Liabilities

(140,450)

 

  (4,157,974)

 

(108,626)

 

  (3,136,349)

 

Indexed to Foreign Currency - US Dollar (6)

(31,257)

 

(410,534)

 

(20,109)

 

(261,915)

 

Indexed to Foreign Currency - Fixed Dollar (5)

(10,031)

 

(249,300)

 

(16,303)

 

(225,857)

 

CDI (Interbank Deposit Rates) (1) (2)

(36,165)

 

  (1,236,178)

 

(21,380)

 

(474,398)

 

Indexed Interest Rate Fixed - Real (3)

5,830

 

  (1,679,922)

 

  22

 

  (1,640,708)

Interim Consolidated Condensed Financial Statements - June 30, 2018 62


 
 
 

 

 

 

 

 

 

Indexed to Foreign Currency - Colombian Peso (7)

(11,358)

 

(210,661)

 

(13,863)

 

(219,392)

 

Indexed to Foreign Currency - Pre Euro (4)

(57,469)

 

(371,379)

 

(36,993)

 

(314,079)

 

Object of Hedge

 

 

 

 

 

 

 

 

Assets

65,013

 

  3,986,261

 

77,623

 

  3,106,562

 

Loans and Receivables

50,667

 

  1,217,053

 

79,496

 

  1,362,060

 

Indexed to Foreign Currency - US Dollar (6)

(9,243)

 

271,428

 

4,319

 

288,420

 

Indexed to Foreign Currency - Fixed Dollar (5)

10,188

 

248,260

 

16,416

 

224,943

 

CDI (InterBank Deposit Rates) (2)

2,943

 

95,563

 

16,401

 

331,805

 

Indexed Interest Rate Fixed - Real (3)

1,367

 

38,985

 

3,900

 

21,077

 

Indexed to Foreign Currency - Colombian Peso (7)

2,735

 

202,039

 

(2,898)

 

173,990

 

Indexed to Foreign Currency - Fixed Euro (4)

42,677

 

360,778

 

41,358

 

321,825

 

Debt instruments

14,346

 

  2,769,208

 

(1,873)

 

  1,744,502

 

CDI (InterBank Deposit Rates) (1) (2)

26,778

 

  1,130,099

 

  354

 

119,892

 

Interest rate - Fixed Real (3)

3,332

 

42,477

 

  91

 

6,082

 

Notas do Tesouro Nacional - NTN F (9)

(15,764)

 

  1,596,632

 

(2,318)

 

  1,618,529

                 

 

 

 

 

 

 

 

 

6/30/2018

                 
               

 Reference

 

Hedge Instruments

 

 

 

 

 

 

 Value

 

Future Contracts (8)

 

 

 

 

 

 

  41,286,091

 

Interest Rate (DI1 and DIA)

 

 

 

 

 

 

  40,695,023

 

Price Index (DAP - IPCA)

 

 

 

 

 

 

591,068

                 

 

 

 

 

 

 

 

 

6/30/2018

           

Adjustment

   
           

to Market

 

 Fair Value

 

Object of Hedge

 

 

 

 

 

 

 

 

Assets

       

(205,940)

 

  43,924,730

 

  Securities - Available for Sale

 

 

 

 

 

 

Government

 

 

 

 

(206,660)

 

  43,372,045

 

National Treasury Bills - LTN

 

 

 

 

119,327

 

  32,847,538

 

National Treasury Notes - NTN F

 

 

 

 

(325,987)

 

  10,524,507

 

Private

 

 

 

 

  720

 

552,685

 

Debentures

 

 

 

 

  720

 

552,685

(1) These are obligations over instruments whose hedged items are securities represented by promissory notes indexed in certificates of interbank deposits (CDI) with market value of R$1.119.782 (12/31/2017 - R$109,538).

(2) These are obligations over instruments whose hedge items are credit operations and securities represented by promissory notes indexed in interbank deposit certificates (CDI), with market value of credit operations of R$95.563  (12/31/2017 - R$352,071) and promissory notes of R$10.317 (12/31/2017 - R$10,354).

(3) These are obligations over instruments whose hedged items are securities represented by promissory notes indexed to Real interest rates with market value of R$42.477 (12/31/2017 - R$6,082) and credit operations in the amount of R$38.985 (12/31/2017 - R$21,077).

(4) These are obligations over instruments whose hedged items are credit operations indexed in foreign currency - fixed interest euro at the market value of R$360.778 (12/31/2017 - R$321,825).

(5) These are obligations over instruments whose hedged items are credit operations indexed in foreign currency - fixed interest US dollar in the market value of R$248.260 (12/31/2017 - R$224,943).

(6) These are obligations over instruments whose hedge items are credit operations indexed in foreign currency - US dollar with a market value of R$271.429 (12/31/2017 - R$288,420).

(7) These are obligations over instruments whose hedged items are credit operations indexed in foreign currency - Colombian peso with market value of R$202.039 (12/31/2017 - R$173,990).

(8) These are obligations over instruments whose hedged items are pre-fixed government securities with a market value e of R$1.596.632 (12/31/2017 - R$1,618,529).


Interim Consolidated Condensed Financial Statements - June 30, 2018 63

 
 

Cash Flow Hedge 

 

Banco Santander’s cash flow hedge strategies consist of hedging exposure to changes in cash flows, interest payments and the exchange rate, which are attributable to changes in the interest rates related to recognized assets and liabilities and changes in the exchange rate of non-recognized assets and liabilities.

 

Banco Santander applies cash flow hedges as follows:

 

• It contracts Fixed Dollar Liabilities and Reais Asset swaps and designates them as a derivative instrument in a Cash Flow Hedge structure, having Reais funding operations with third-parties in the Cayman Islands as the hedged item in this relationship. The hedging relationships were designated in January 2016 and the related hedges will mature between January 2017 and 2021. 

 

• It contracts USD futures or DDI + DI Futures (Synthetic Dollar Futures) and designates them as a derivative instrument in a Cash Flow Hedge structure, having part of its dollar Loan portfolio as the hedged item in this relationship. The hedging operation were designated in 2007 and the related hedges will mature between 2017 and 2026.

 

• It contracts USD futures or DDI + DI Futures (Synthetic Dollar Futures) and designates them as a derivative instrument in a Cash Flow Hedge structure, having part of its dollar Loan portfolio as the hedged item in this relationship. The hedging relationships were designated in 2007 and the related hedges will mature between 2017 and 2025.

 

In cash flow hedges, the effective portion of the change in the value of the hedging instrument is temporarily recognized in shareholders' equity under "Other comprehensive income - cash flow hedges" until the forecasted transactions occur, when that portion is recognized in the consolidated statements of income, except if the forecasted transactions result in the recognition of non-financial assets or liabilities, this portion will be included in the cost of the financial asset or liability. The non-effective portion of the variation in the value of exchange rate hedge derivatives is recognized directly in the consolidated statements of income. And the non-effective portion of the gains and losses on cash flow hedging instruments in a foreign operation is recognized directly in "Gains (losses) on financial assets and liabilities (net)" in the consolidated statements of income.

 

In this hedge strategy the effectiveness tests (prospective and retrospective) are conducted through creation of two hypothetical derivatives, one for the object and another for the instrument.

 

The hypothetical derivative of the object is a conceptual swap where the liability leg simulates the “stable portion” to be protected and the asset leg is identical to the Pre-fixed leg of the derivative designated as hedge. For the hypothetical derivative of the instrument the asset leg will be set by the number of contracts of the future and the liability leg will be the pre-fixed rate negotiated on the acquisition of these contracts. The hypothetical derivative is stable once the contracts are kept until the maturity. Any ineffectiveness will be recognized in profit or loss.

 

Any ineffectiveness is recognized in profit or loss.

 

a) Prospective Test: in accordance with the standard, the prospective test should be performed on the inception date and on a quarterly basis in order to demonstrate that the expectations regarding the effectiveness of the hedge ratio are high. However, the tests are carried out on a monthly basis in order to monitor the projections in a proactive and more efficient manner, in addition to ensuring better maintenance of test-related routines.

 

a.1) Periodic Prospective Test: According to the agreed process flow, Market Risk performs the projections of three scenarios to the tests, being: 1st 10bps in the curve; 2nd 50bps in the curve and 3rd 100bps in the curve. Using the validated estimates, the VPE Finance Strategy and Quality - Management Information | Products & Segments will perform the prospective tests through the valuation of the two legs variable from operation to market.

 

a.2) Initial Prospective Test: the methodology of the periodic prospective test should also be applied on the initial date of each new strategy.

 

b) Retrospective Test: It should be made monthly with historical data to demonstrate cumulatively that the hedge was effective, according to the methodology presented previously. Any ineffectiveness are recognized in profit or loss.

 

The Ineffective portion is recognized through the prospective hedge test.

 

Effectiveness should range between 80% and 125%.

 

In cash flow hedges, the effective portion of changes in the value of the hedging instrument is temporarily recognized in equity under “Other comprehensive income - cash flow hedges” until the expected transactions occur, when this portion is then recognized in the consolidated income statement. However, if the expected transactions result in the recognition of non-financial assets or liabilities, this portfolio will be included in the cost of financial assets or liabilities.  The non-effective portion of the change in the value of foreign exchange hedging derivatives is recognized directly in the consolidated income statement. And the non-effective portion of gains and losses on cash flow hedging instruments in a foreign operation is recognized directly in “Gains (losses) with (net) financial assets and liabilities” in the consolidated income statement. 

Interim Consolidated Condensed Financial Statements - June 30, 2018 64

 
 

 

 

 

6/30/2018

 

12/31/2017

 

Hedge Structure

Effective Portion Accumulated

 

Portion Ineffective

 

Effective Portion Accumulated

 

Portion Ineffective

 

Cash Flow Hedge

 

           

 

Eurobonds

                     (10,898)

 

                              -  

 

                     (25,576)

 

                              -  

 

Trade Finance Off

                     (94,520)

 

                              -  

 

                     (94,896)

 

                       (9,266)

 

CDB

                     114,561

 

                              -  

 

                              -  

 

                              -  

 

Government Securities (LFT)

                     144,626

 

                              -  

 

                     129,995

 

                              -  

 

Total

                     153,768

 

                              -  

 

                         9,523

 

                       (9,266)

                 

 

Thousands of Real

6/30/2018

 

12/31/2017

   

Adjustment

     

Adjustment

   
   

to Market

 

Fair Value

 

to Market

 

Fair Value

 

Hedge Instruments

 

 

 

 

 

 

 

 

Swap Contracts

                     (47,784)

 

                     158,807

 

                     (25,142)

 

                     160,114

 

Asset

                       (7,098)

 

                  2,204,821

 

                       97,846

 

                  2,361,070

 

Indexed to Foreign Currency - Fixed Dollar (1)

                   (116,232)

 

                  1,106,645

 

                     (42,149)

 

                     992,879

 

Indexed to Foreign Currency - Euro (3)

                     116,318

 

                     840,342

 

                     134,435

 

                  1,223,004

 

Indexed to Foreign Currency - USD/BRL - Dollar (2)

                       (7,184)

 

                     257,834

 

                         5,560

 

                     145,187

 

Liabilities

                     (40,686)

 

                (2,046,014)

 

                   (122,988)

 

                (2,200,956)

 

Deposit Certificate Interbank - CDI (1) (2)

                         5,907

 

                   (248,866)

 

                       (5,735)

 

                   (147,925)

 

Indexed to Foreign Currency - Fixed Euro (1)

                       74,438

 

                   (985,135)

 

                       13,639

 

                   (895,399)

 

Indexed to Foreign Currency - Dollar (3)

                   (121,031)

 

                   (812,013)

 

                   (130,892)

 

                (1,157,632)

 

 

 

 

 

 

 

 

 

 

Thousands of Real

 

 

 

 

6/30/2018

 

12/31/2017

                 
           

 Reference

 

 Reference

 

Hedge Instruments

 

 

 

 

 Value

 

 Value

 

Future Contracts

 

 

 

 

                57,157,366

 

                60,299,595

 

Loan operations (4)

 

 

 

 

                51,662,413

 

                54,995,334

 

Foreign Currency - Dollar

 

 

 

 

                              -  

 

                  3,362,582

 

Interest Rate (DI1 and DIA)

 

 

 

 

                30,505,897

 

                32,344,276

 

Interest Rate DDI1

 

 

 

 

                21,156,516

 

                19,288,476

 

Securities-available for sale

 

 

 

 

                  5,494,953

 

                  5,304,261

 

  Government Securities (5)

 

 

 

 

                  5,494,953

 

                  5,304,261

 

 Interest rate (DI1 and DIA)

 

 

 

 

                  5,494,953

 

                  5,304,261

 

Certificates of Bank Deposits - CDB (6)

 

 

 

 

                              -  

 

                              -  

 

Interest Rate (DI1 and DIA)

 

 

 

 

                              -  

 

                              -  

 

 

 

 

 

 

 

 

 

           

6/30/2018

 

12/31/2017

 

Hedge Object - Cost

 

 

 

 

 

 

 

 

Asset

 

 

 

 

              (29,871,678)

 

                25,697,291

 

Lending Operations - Financing and Credit to Export and Imports (3) (4)

 

              (11,149,307)

 

                  7,632,915

 

Loans and Receivables (3) (4)

 

              (10,945,200)

 

                10,989,230

 

Brazilian Foreign Debt Bonds (1)

 

                   (905,640)

 

                     809,660

 

Available for sale - Promissory Notes - NP (2) (4)

 

                (1,638,485)

 

                  1,194,266

 

Government Securities -LFT (5)

 

                (5,233,046)

 

                  5,071,220

 

 Liabilities

 

 

 

 

                              -  

 

                              -  

 

Certificates of Bank Deposits - CDB (6)

 

                              -  

 

                              -  

 

(1) Operation due April 1, 2021 (12/31/2017 - operation due April 1, 2021) which hedge objects are securities represented by title Brazilian External Debt Bonds.

(2) Operations maturing between September, 2018 and June, 2019 (12/31/2017 - maturing between January 5 and  April 14, 2018), whose hedged items are securities represented by promissory notes.

(3) Operations maturing between September, 2018 and June, 2019 (12/31/2017 - operations maturing between January, 30 2018 and September 30, 2022), which objects "hedge" contracts are loans from lending institutions.

(4) Operations maturing between August 2018 and November 2027  (12/31/2017 - transactions with maturities between February 2018 and November 2026) and restated amounts of R$21,014,536 (12/31/2017 - R$16,811,747) where the operations are futures in US dollars and futures in DI and DDI when used together the exchange coupon hedges the trade finance operations whose hedge credit operations - export and import credit and financing agreements, loan operations, other credits and securities represented by promissory notes.

(5) Operations maturing between March 2021 and March 2023 (12/31/2017 - transactions with maturities between March 2021 and March 2023), whose object of hedge are Financial Treasury - LFT, recorded in securities.

(6) Operation with maturity for January 2019, whose object of "hedge" are Certificates of Time Deposits - CDB. In June 2018 this structure was discontinued. The mark-to-market effect of these futures contracts, net of tax effects and included in shareholders' equity, corresponds to a credit in the amount of R $ 44,004, which will be amortized over the next 6 months.

Interim Consolidated Condensed Financial Statements - June 30, 2018 65

 

 
 

The effect of marking to market the swaps and future contracts corresponds to a debit in the amount of R$19,523 (12/31/2017 - credit of R$116,441), and is recorded in stockholders' equity, net of tax effects, of which R$25,725 will be realized on the next 12 months.

 

Hedging of Foreign Investments

 

"Banco Santander reevaluated the investment structure of the wholly-owned subsidiary in Madrid (EFC), as it noted that due to the change in the strategy of the operation in practice, this subsidiary has a business model in which the Bank has a significant influence on driving and decision-making of its activities. According to the concept discussed in IAS 21, Management concluded that the functional currency of this investment is the Real and, therefore, this change becomes effective prospectively as from January 2017. In addition, the Hedge Accounting structure of Foreign investment that Banco Santander had on this investment was discontinued as of the date of change of the functional currency. In this way, the functional currency of Santander EFC and the Cayman agency is Real and the exchange rate differences of operations in foreign currency are recorded in the income statement. In order to hedge the exchange rate exposures, the Bank uses derivatives, and for both investments abroad the Bank does not apply Hedge Accounting. Foreign exchange variations on foreign currency transactions and the effect of derivatives used in economic protection (futures contracts) are recorded in the income statement.

 

a.6) Derivatives Pledged as Guarantee 

 

The guarantee margin transactions traded on the B3 S.A. - Brasil, Bolsa, Balcão (B3 S.A.) derivative financial instruments themselves and other are composed of government securities.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6/30/2018

 

12/31/2017

Financial Treasury Bill - LFT

 

 

 

 

 

 

 

 

 

1,007,883

 

708,960

National Treasury Bill - LTN

 

 

 

 

 

 

 

 

 

4,746,912

 

4,371,286

National Treasury Notes - NTN

 

 

 

 

 

 

 

3,241,350

 

1,193,315

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

8,996,145

 

6,273,561

 

a.7) Sold Position 

 

On June 30, 2018, the balance of sold positions totaled R$20,132,869 (12/31/2017 - R$32,808,392), which includes the amount of financial liabilities resulting from the direct sale of financial assets purchased through resale agreements or borrowed.

 

b) Financial instruments - Sensitivity analysis

 

The risk management is focused on portfolios and risk factors pursuant to the requirements of regulators and good international practices.

 

Financial instruments are segregated into trading and banking portfolios, as in the management of market risk exposure, according to the best market practices and the transaction classification and capital management criteria of the New Standardized Approach of regulators. The trading portfolio consists of all transactions with financial instruments and products, including derivatives, held for trading, and the banking portfolio consists of core business transactions arising from the different Banco Santander business lines and their possible hedges. Accordingly, based on the nature of Banco Santander’s activities, the sensitivity analysis was presented for trading and banking portfolios.

 

The table below summarizes the stress amounts generated by Banco Santander's corporate systems, related to the banking and trading portfolio, for each one of the portfolio scenarios as at June 30, 2018.

 

 

Trading Portfolio

 

 

 

 

 

 

 

 

Risk Factor

Description

Scenario 1

 

Scenario 2

 

Scenario 3

 

Interest Rate - Real

 

Exposures subject to changes in fixed interest rate

  (3,281)

 

  (70,906)

 

  (141,812)

 

Coupon Interest Rate

 

Exposures subject to changes in coupon rate of interest rate

  (1,821)

 

  (9,936)

 

  (19,873)

 

Coupon - US Dollar

 

Exposures subject to changes in coupon US Dollar rate

  (2,148)

 

  (81,971)

 

  (163,943)

 

Coupon - Other Currencies

 

Exposures subject to changes in coupon foreign currency  rate

  (5,831)

 

  (9,152)

 

  (18,305)

 

Foreign currency

 

Exposures subject to foreign exchange

  (7,891)

 

  (197,281)

 

  (394,561)

 

Eurobond/Treasury/Global

 

Exposures subject to changes in interest rate negotiated roles in international market

  (4,176)

 

  (28,844)

 

  (57,688)

 

Inflation

 

Exposures subject to change in coupon rates of price indexes

  (1,192)

 

  (6,428)

 

  (12,856)

 

Shares and Indexes

 

Exposures subject to change in shares price

  (2,397)

 

  (59,918)

 

  (119,837)

 

Total (1)

 

 

  (28,737)

 

  (464,436)

 

  (928,875)

 

(1) Amounts net of taxes.

Interim Consolidated Condensed Financial Statements - June 30, 2018 66

 
 

 

Scenario 1: a shock of 10 base points on the interest curves and 1% to price changes (currency and stocks);

 

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

 

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

 

 

Banking Portfolio

 

 

 

 

 

 

 

 

 

Risk Factor

 

Description

 

Scenario 1

 

Scenario 2

 

Scenario 3

 

Interest Rate - Real

 

Exposures subject to changes in fixed interest rate

 

            (56,342)

 

       (1,070,500)

 

       (2,087,474)

 

TR and Long-Term Interest Rate - (TJLP)

Exposures subject to changes in tax of TR in TJLP

 

            (10,825)

 

          (205,679)

 

          (401,074)

 

Inflation

 

Exposures subject to change in coupon rates of price indexes

 

            (26,950)

 

          (512,047)

 

          (998,492)

 

Coupon - US Dollar

 

Exposures subject to changes in coupon US Dollar rate

 

            (17,255)

 

          (327,837)

 

          (639,283)

 

Coupon - Other Currencies

 

Exposures subject to changes in coupon foreign currency rate

 

              (2,518)

 

            (47,844)

 

            (93,296)

 

Interest Rate Markets International

Exposures subject to changes in interest rate negotiated roles in international market

 

                 (352)

 

              (6,691)

 

            (13,047)

 

Foreign currency

 

Exposures subject to foreign exchange

 

              (3,679)

 

            (91,985)

 

          (183,970)

 

Total (1)

 

 

 

          (117,921)

 

       (2,262,583)

 

       (4,416,636)

(1) Amounts net of taxes.

 

Scenario 1: a shock of 10 and -10 base points in interest rate curves and 1% price variance (currency);    

 

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

 

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

 

c)  Off-balance-sheet funds under management                                                                                      

 

Banco Santander has under its management, investment funds for which does not hold any substantial participation interests and does not act as principal over the funds, and therefore no ownership in such funds. Based on the contractual relationship governing the management of such funds, third parties who hold the participation interests in such funds are those who are exposed to, or have rights, to variable returns and have the ability to affect those returns through power over the fund. Moreover, though Santander Brasil acts as fund manager, in analyzing the fund manager’s remuneration regime, the remuneration regime is proportionate to the service rendered, and therefore does not create exposure of such importance to indicate that the fund manager is acting as the principal.

 

The detail of off-balance-sheets funds managed by the Bank is as follows:

 

 

 

 

6/30/2018

 

12/31/2017

 

Funds under management

 

                  1,867,850

 

                  1,747,623

 

Managed funds

 

              201,412,246

 

              188,728,634

 

Total

 

              203,280,096

 

              190,476,257

 
d) Third-party securities held in custody                                                                                                    

As of June 30, 2018 and December 31, 2017, the Bank held in custody marketable debt securities and equity instruments totaling R$26,487,102 and R$40,459,429, respectively entrusted to it by third parties.

Interim Consolidated Condensed Financial Statements - June 30, 2018 67

 
 

 

APPENDIX I – CONSOLIDATED STATEMENTS OF VALUE ADDED

 

The following Statements of value added is not required under IAS 34 but being presented as supplementary information as required by Brazilian Corporate Law for publicly-held companies, and has been derived from the Bank´s consolidated financial statements prepared in accordance with IAS 34.

 

 

 

01/01 a
06/30/2018

 

01/01 a
06/30/2017

Interest and similar income

 

35,428,651

 

 

 

37,106,560

 

 

Fee and commission income (net)

 

6,972,970

 

 

 

6,160,302

 

 

Impairment losses on financial assets (net)

  (6,179,179)

 

 

 

  (6,157,809)

 

 

Other income and expense

 

  (7,231,332)

 

 

 

(897,054)

 

 

Interest expense and similar charges

  (15,288,024)

 

 

 

  (20,195,543)

 

 

Third-party input

 

  (3,623,438)

 

 

 

  (2,977,879)

 

 

Materials, energy and other

 

(254,797)

 

 

 

(248,786)

 

 

Third-party services

 

  (2,507,354)

 

 

 

  (2,279,922)

 

 

Impairment of assets

 

(413,518)

 

 

 

(90,627)

 

 

Other

 

(447,769)

 

 

 

(358,544)

 

 

Gross added value

 

10,079,648

 

 

 

13,038,577

 

 

Retention

               

Depreciation and amortization

 

(863,129)

     

(810,250)

   

Added value produced

 

9,216,519

 

 

 

12,228,327

 

 

Added value received from transfer

 

 

 

 

 

 

 

Investments in affiliates and subsidiaries

 

  32,962

     

  38,653

 

 

Added value to distribute

 

9,249,481

 

 

 

12,266,980

 

 

Added value distribution

 

 

 

 

 

 

 

 

Employee

 

4,027,444

 

43.5%

 

3,791,772

 

30.9%

Compensation

 

2,877,531

 

 

 

2,753,503

 

 

Benefits

 

  778,999

 

 

 

  719,800

 

 

Government severance indemnity funds for employees - FGTS

  214,190

 

 

 

  199,869

 

 

Other

 

  156,724

 

 

 

  118,600

 

 

Taxes

 

(962,033)

 

-10.4%

 

3,803,478

 

31.0%

Federal

 

  (1,420,325)

 

 

 

3,493,168

 

 

State

 

210

 

 

 

548

 

 

Municipal

 

  458,082

 

 

 

  309,762

 

 

Compensation of third-party capital - rental

  390,880

 

4.2%

 

  400,429

 

3.3%

Remuneration of interest on capital

 

5,793,190

 

62.6%

 

4,271,301

 

34.8%

Dividends and interest on capital

 

1,200,000

 

 

 

  500,000

 

 

Profit Reinvestment

 

4,502,052

 

 

 

3,673,703

 

 

Profit (loss) attributable to non-controlling interests

  91,138

 

 

 

  97,598

 

 

Total

 

9,249,481

 

100.0%

 

12,266,980

 

100.0%

Interim Consolidated Condensed Financial Statements - June 30, 2018 68

 

 
 

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

BANCO SANTANDER (BRASIL) S.A.

MANAGEMENT REPORT

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

 

 

Dear Stockholders:         

                                                                                                                                                            

We present the Performance Review to the Consolidated Financial Statements of Banco Santander (Brasil) S.A. (Banco Santander or Bank) for the half ended June 30, 2018, prepared in accordance with  the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and the interpretations issued by the IFRS Interpretations Committee (Current name of International Financial Reporting Interpretations Committee (IFRIC)).

 

1) Macroeconomic Environment                 

                                                                                                                            

Banco Santander points out that the last few months have shown high volatility in the Brazilian financial markets, implying strong movements in the exchange rate, stock indexes, yield curve, among other assets. According to the Bank’s scenario, these changes have reflected both domestic and external factors.

 

Looking at the global economy, Santander believes that the worsening in trade relations between US and China has been one of the main reasons for the increase in risk aversion around the world. Furthermore, Santander evaluates that the positive data from the US economy lead the market to fuel expectations of further hikes in its interest rates, which heavily affects emerging countries. The combination of these factors, in Santander’s analysis, explains the strengthening of USD in relation to most currencies, including the BRL.  

 

Regarding domestic aspects, Santander Bank thinks that the uncertainties about the electoral process remain as the main driver behind the volatility in markets. For example, BRL depreciated by more than 15% in the second quarter, leading the Bacen to intervene aiming at mitigating the currency devaluation (mainly in June, by offering more than USD35 billion in foreign exchange swaps). Santander continues to expect the exchange rate to reach BRL/USD3.50 by this year-end, due to the dissipation of uncertainties linked to elections, but showing high volatility until then.

 

With regard to the economic activity, Santander highlights that the market expectations have been revised downwards, especially after the truck drivers’ strike occurred in late May. However, in Santander’s view, this does not mean that there will be another recession in the Brazilian economy; the baseline scenario still points to economic growth, but at a slower pace than expected at the beginning of the year. Hence, Santander reinforces that the huge spare capacity in the domestic economy should not be eliminated in the coming quarters, which sustains the outlook of inflation within the target this year and next and, consequently, the maintenance of the Selic rate at low levels for longer. In fact, Santander forecasts that the basic interest rate will be raised only in the second half of next year. The Banco Santander’s expectations for 2018 and 2019 (end of period) are 6.50% p.a. and 7.50% p.a., respectively.

The expectations of low inflation and interest rates released by Santander Bank are based on the continuity of the reform agenda in the Brazilian economy, particularly in the fiscal front.  Santander reiterates the view that the willingness and capacity of the next government to pursue the stabilization of public debt as well as to maintain a sustainable economic policy will be crucial for the country to achieve a path of economic and social development in the long term.  

               

2) Performance                                                                                                                                                                             

 

2.1) Net Income

 

CONSOLIDATED INCOME STATEMENTS 
(R$ Millions)

 

1S18

1S17

annual changes%

2Q18

1Q18

quarter changes %

Interest Net Income (2)

 

16.911,0

19,1

10.321,2

9.819,5

63,8

Income from equity instruments

 

21,7

72,5

-70,0

8,2

13,5

781,9

Income from companies accounted for by the equity method

 

33,0

38,7

-14,7

29,6

3,4

30,7

Fees and Comission (net)

 

6.973,0

6.160,3

13,2

3.517,7

3.455,2

75,1

Gains (losses) on financial assets and liabilities (net) + Exchange
   differences (net)

 

(5.660,2)

511,7

-1.206,1

(5.729,6)

69,5

-108,9

Other operating expense (net)

 

(389,5)

(336,1)

15,9

(217,7)

(171,9)

54,4

Total Income

 

21.118,6

23.358,1

-9,6

7.929,4

13.189,2

194,6

Administrative and personnel expenses

 

(8.194,6)

(7.632,5)

7,4

(4.129,7)

(4.064,9)

84,8

Depreciation and amortization

 

(863,1)

(810,3)

6,5

(431,1)

(432,0)

87,9

Provisions (net)

 

(734,9)

(1.857,8)

-60,4

5,8

(740,8)

-31.868,7

Impairment losses on financial assets and other assets (net)

 

(6.592,7)

(6.248,4)

5,5

(3.509,7)

(3.083,0)

78,0

Gains (losses) on disposal of assets not classified as non-current
   assets held for sale

 

(11,5)

0,2

-5.092,6

(4,9)

(6,6)

-104,7

Gains (losses) on non-current assets held for sale not classified
   as discontinued operations

 

28,5

(338,7)

-108,4

24,8

3,7

-1.466,1

Operating Profit Before Tax (1)

 

4.750,2

6.470,6

-26,6

(115,4)

4.865,6

-5.707,6

Income taxes

 

1.043,0

(2.199,3)

-147,4

3.036,9

(1.993,9)

-172,4

Consolidated Net Income

 

5.793,2

4.271,3

35,6

2.921,5

2.871,7

46,2

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 69


 
 

For a better understanding of the results in IFRS, below is the Operating Profit Before Tax and Income taxes, disregarding the hedge effect (according to item 1):

 

ADJUSTED OPERATING PROFIT BEFORE TAXES
(R$ Millions)

 

1S18

1S17

annual changes%

2Q18

1Q18

quarter changes %

Operating Profit Before Tax

 

4.750,2

6.470,6

-26,6

(115,4)

4.865,6

-5.707,6

Income Tax and Social Contribution (hedge)

 

5.420,1

630,1

760,2

5.269,6

150,5

-88,0

PIS/Cofins (hedge)

 

476,4

68,3

597,5

460,1

16,3

-85,2

Adjusted Operating Profit Before Tax

 

10.646,7

7.169,0

48,5

5.614,3

5.032,4

27,7

 

 

 

 

 

 

 

 

INCOME TAXES
(R$ Millions)

 

1S18

1S17

annual changes%

2Q18

1Q18

quarter changes %

Income taxes

 

1.043,0

(2.199,3)

-147,4

3.036,9

(1.993,9)

-172,4

Income Tax and Social Contribution (hedge)

 

(5.420,1)

(630,1)

760,2

(5.269,6)

(150,5)

-88,0

PIS/Cofins (hedge)

 

(476,4)

(68,3)

597,5

(460,1)

(16,3)

-85,2

Adjusted Income taxes

 

(4.853,5)

(2.897,7)

67,5

(2.692,8)

(2.160,7)

7,6

 

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

 

Banco Santander operates branchs in the Cayman Islands, Luxembourg and a subsidiary called Santander Brasil Establecimiento Financiero de Credito, EFC, or “Santander Brasil EFC” (subsidiary in Spain) 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 are to protect the after-tax net income.

 

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

 

1S18

1S17

annual changes%

2Q18

1Q18

quarter changes %

Exchange Variation

 

6.566,1

770,2

752,5

6.382,2

183,9

3.370,5

Derivative Financial Instruments

 

(12.462,9)

(1.468,6)

748,6

(12.112,2)

(350,7)

3.353,7

Income Tax and Social Contribution

 

5.420,1

630,1

760,2

5.269,6

150,5

3.401,4

PIS/Cofins - Tax Expenses

 

476,4

68,3

597,4

460,1

16,3

2.722,7

 

2) Interest Net Income                                   

 

In the first half of 2018, the increase compared to the same period of the previous year was mainly due to the increase in the average volume of the portfolio and the positive effect of the greater participation of retail in the results.

               

3) Other Events 

 

3.1) Post-employment Benefit Plan

                                                                                                                                            

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

 

3.2) Recoverable Value Assessment        

                                                                                                                            

In the first half of 2018, it mainly includes the recognition by Banco Santander of impairment losses in the amount of R $ 306 million on intangible assets in the acquisition and development of systems. The loss was recorded based on the performance of technical analysis, which demonstrated a significant reduction in expected future economic benefits on these assets.

 

Analysis of Income by Segment   

                              

The Bank has two segments, commercial (except for the Corporate Banking business managed globally using the Global Relationship Model - Global Model of Relationship) and the Global Wholesale Banking segment includes the Investment Banking and markets operations, including departments cash and stock trades.     

Below, the Bank presents table by segment:              

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 70


 
 
 

OPERATING INCOME BEFORE TAXES BY SEGMENT
(R$ Millions)

6M18

% in profit before tax

6M17

annual changes %

2T18

% in profit before tax

1T18

quarter changes %

Commercial Bank (1)

   2,871.0

60.4

  4,598.7

-37.6

  (1,104.1)

177.4

  3,975.1

127.8

Global Wholesale Banking

   1,879.2

39.6

  1,872.0

0.4

     (622.6)

100.0

     890.5

169.9

Operating Profit Before Tax

   4,750.2

100.0

  6,470.6

-26.6

     (622.6)

277.4

  4,865.6

112.8

 

(1) On June 30, 2018 and 2017, includes in the Commercial Bank, the foreign exchange hedge of investment in US Dollar, and excluding this effect, the Operating Income before taxation Adjusted for this segment was R$8,767.8 million and R$5,297.1 million, respectively.

 

General Expenses

                                                              

The other administrative expenses totaled R$3,648.9 million and R$3,334.2 million in the first half of 2018 and 2017, respectively. The personnel expenses totaled R$4,545.7 million and R$4,298.3 million in the first half of 2018 and 2017, respectively. The other administrative expenses increased 5.0% and the personnel expenses increased 5.8% YoY. These changes are mainly due to the increase in variable expenses related to the commercial intensity of Banco Santander.

 

GENERAL EXPENSES
(R$ Millions)

 

1S18

1S17

annual changes%

2Q18

1Q18

quarter changes %

Other Administrative Expenses

 

(3.648,9)

(3.334,2)

9,4

(1.868,8)

(1.780,1)

78,4

Personnel Expenses

 

(4.545,7)

(4.298,3)

5,8

(2.260,9)

(2.284,8)

90,1

Total General Expenses

 

(8.194,6)

(7.632,5)

7,4

(4.129,7)

(4.064,9)

84,8

 

2.2) Assets and Liabilities

 

BALANCE SHEET
(R$ Millions)

 

 

 

 

jun/18

dec/17

jun/18 vs. dec/17 changes %

Cash and Balances with the Brazilian Central Bank

 

 

 

 

113.050,5

100.866,1

12,1

Financial Assets Held For Trading

 

 

 

 

-

52.439,6

-100,0

Financial Assets Measured At Fair Value Through Profit Or Loss

 

 

 

 

55.480,3

-

100,0

Other Financial Assets at Fair Value in Results

 

 

 

 

1.619,8

1.692,1

-4,3

Available-For-Sale Financial Assets

 

 

 

 

-

85.823,4

-100,0

Financial Assets Measured At Fair Value Through Other Comprehensive Income

 

 

 

 

86.201,9

-

100,0

Held to maturity investments

 

 

 

 

-

10.214,5

-100,0

Loans and Receivables

 

 

 

 

-

322.336,8

-100,0

Financial Assets Measured At Amortized Cost

 

 

 

 

363.522,8

-

100,0

Hedging Derivatives

 

 

 

 

293,0

192,8

52,0

Non-Current Assets Held For Sale

 

 

 

 

1.163,1

1.155,5

0,7

Investments in Associates and Joint Ventures

 

 

 

 

953,1

866,6

10,0

Tax Assets

 

 

 

 

33.252,6

28.825,7

15,4

Other Assets

 

 

 

 

4.564,0

4.578,3

-0,3

Tangible Asset

 

 

 

 

6.446,5

6.509,9

-1,0

Intangible Asset

 

 

 

 

29.889,7

30.202,0

-1,0

TOTAL ASSETS

 

 

 

 

696.437,3

645.703,0

7,9

Financial Liabilities Held For Trading

 

 

 

 

-

49.322,5

-100,0

Financial Liabilities Measured At Fair Value Through Profit Or Loss

 

 

 

 

36.895,1

-

100,0

Financial Liabilities at Amortized Cost

 

 

 

 

539.336,8

478.880,7

12,6

Hedge Derivatives

 

 

 

 

173,4

163,3

6,2

Provisions

 

 

 

 

13.702,4

13.986,9

-2,0

Tax Liabilities

 

 

 

 

6.945,0

8.248,0

-15,8

Other Liabilities

 

 

 

 

10.111,1

8.013,9

26,2

TOTAL LIABILITIES

 

 

 

 

607.163,8

558.615,4

8,7

Total Equity

 

 

 

 

89.273,6

87.087,6

2,5

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

696.437,3

645.703,0

7,9

 

Initial Adoption - IFRS 9

                              

The quarterly statements, in accordance with IFRS, were prepared on March 30, 2018 for the first time in accordance with the requirements of IFRS9, with prospective adoption as allowed by the referred rule. The statements include special information for the registration of the new standard, such as:

 

 - revision of the main balance sheet and demonstration headline nomenclatures in 2010;

 

 - Detail of the new practices adopted by the Bank;  

 

 - for the power of the provision of the date of the financial instruments;            

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 71


 
 

The reconciliation of inputs and equity effects of January 1, 2018 (opening) after the acquisition of the new accounting standard, is shown in item 2.4 Shareholders' Equity.

Funding                                                              

Total funding (deposits of Brazil Central Bank and deposits of credit institutions, deposits from clients, marketable debt securities, subordinated liabilities and debt instruments eligible to compose capital) reached R$499,028.1 million on June 30, 2018 and R$434,620.0 on December 31, 2017, increasing 14.8% in the period.

FUNDING
(R$ Million)

 

 

 

 

jun/18

dec/17

jun/18 vs. dec/17 changes %

Deposits of Brazil Central Bank and Deposits of Credit Institutions

 

 

 

 

117.122,2

79.374,7

47,6

Deposits from Clients

 

 

 

 

301.944,0

276.042,1

9,4

Marketable Debt Securities

 

 

 

 

70.129,4

70.247,0

-0,2

Subordinated Liabilities

 

 

 

 

-

519,2

-100,0

Debt Instruments Eligible to Compose Capital

 

 

 

 

9.832,5

8.436,9

16,5

Total Funding

 

 

 

 

499.028,1

434.620,0

14,8

 

2.3) Loan Portfolio

 

LOANS AND RECEIVABLES
(R$ Million)

 

 

 

 

jun/18

dec/17

jun/18 vs. dec/17 changes %

Loans and amounts due from credit institutions, gross

 

 

 

 

36.207,3

32.369,1

11,9

Impairment losses

 

 

 

 

-

(69,0)

-100,0

Loans and amounts due from credit institutions, net

 

 

 

 

36.207,3

32.300,1

12,1

Loans and advances to customers, gross

 

 

 

 

302.413,7

287.829,2

5,1

Impairment losses

 

 

 

 

(18.671,7)

(15.409,1)

21,2

Loans and advances to customers, net

 

 

 

 

283.742,0

272.420,1

4,2

Debt instruments

 

 

 

 

46.226,2

20.400,1

126,6

Impairment losses

 

 

 

 

(2.652,7)

(2.783,6)

-4,7

Debt instruments, net

 

 

 

 

43.573,5

17.616,5

147,3

Total Loans and Receivables

 

 

 

 

363.522,8

322.336,7

12,8

 

Impairment losses on financial assets (net)

The expenses for impairment losses, reduced by loans previously charged off, totaled R$6,179.0 million and R$6,159.3 million in the half ended on June 30, 2018 and 2017, respectively, increasing 0.3%.           

2.4) Stockholders’ Equity 

On June 30, 2018, Banco Santander consolidated stockholders’ equity presented an increase of 2.5%, compared to December, 2017.  

The variance of stockholders’ equity is due, mainly, to the increase of other comprehensive income in the amount of R$714.4 million and which includes as the main event the changes in fair value of certain operations, the net income of the period in the amount of R$5,793.2 million and reduced by the effects of the first adoption of IFRS 9 in the amount of R$1,541.8 million and the highlight of Interest on Capital in the amount of R$600 million and Dividends in the amount of R$600 million.

 

Initial Adoption - IFRS 9

 

Reconciliation of Shareholders' Equity
R$ Million

 

 

 

 

 

 

 

Shareholders' equity before adjustments to IFRS 9 (12/31/2017)

 

 

 

 

 

 

87.088

Allowance for doubtful accounts

 

 

 

 

 

 

-2149

Provision for contingent commitments

 

 

 

 

 

 

(675)

Remesuration of assets arising from the new categories

 

 

 

 

 

 

18

Interest income

 

 

 

 

 

 

238

Deferred income tax

 

 

 

 

 

 

1.026

Shareholders' equity after adjustments to IFRS 9 (01/01/2018)

 

 

 

 

 

 

85.546

 

Treasury Shares

                                                                                                                                                                           

In the meeting held on November 1, 2017, the Bank’s Board of Directors approved, in continuation of the buyback program that expired

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 72


 
 

on November 3, 2017, the buyback program of its Units and ADRs, by the Bank or its agency in Cayman, to be held in treasury or subsequently sold.   

                                                                                                                                            

The Buyback Program will cover the acquisition up to 38,717,204 Units, representing 38,717,204 common shares and 38,717,204 preferred shares, or the ADRs, which, on September 30, 2017, corresponded to approximately 1.03% of the Bank’s share capital. On September 30, 2017, the Bank held 373,269,828 common shares and 401,074,242 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 365 days counted from November 6, 2017, and will expire on November 5, 2018.

 

 

 

 

 

 

 

jun/18

dec/17

 

 

 

 

 

 

Quantidade

Quantidade

 

 

 

 

 

 

Units

Units

Treasury shares at beginning of the period

 

 

 

 

 

1.773

25.786

Cancellation

 

 

 

 

 

-

(32.276)

Shares Acquisitions

 

 

 

 

 

13.478

12.768

Payment - Share-based compensation

 

 

 

 

 

(4.336)

(4.505)

Treasury shares at end of the period

 

 

 

 

 

10.915

1.773

Subtotal - Treasury Shares in thousands of reais

 

 

 

 

 

R$ 356.672

R$ 148.246


Emission Costs in thousands of Reais

 

 

 

 

 

R$ 219

R$ 194

Balance of Treasury Shares in thousands of reais

 

 

 

 

 

R$ 356.891

R$ 148.440

Cost/market Value

 

 

 

 

 

 Units

 Units

Minimum cost

 

 

 

 

 

R$ 7,55

R$ 7,55

Weighted average cost

 

 

 

 

 

R$ 27,51

R$ 24,41

Maximum cost

 

 

 

 

 

R$ 36,98

R$ 32,29

Market value

 

 

 

 

 

R$ 27,64

R$ 27,64

 

In the first quarter of 2018, there were highlights of Interest on Capital, as below:

 

DIVIDENDS AND INTEREST ON CAPITAL
(R$ Millions)

 

 

 

 

jun/18

dec/17

jun/17

Interest on capital

 

 

 

 

600,0

3.800,0

500,0

Intercalary Dividends

 

 

 

 

600,0

2.500,0

0,0

Total

 

 

 

 

1.200,0

6.300,0

500,0

 

2.5) Basel Index

                                                                                                                                                                           

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

 

As required by Resolution CMN 4,193/2013, the requirement for Regulatory Capital in 2017 was 10.5%, composed by 9.25% of Minimum Regulatory Capital plus 1.25% of Additional Conservation Buffer. Considering this additional, the Tier I increased to 7.25% and the Minimum Main Capital to 5.75%.

 

For the base year 2018, the requirement for Regulatory Capital increased to 11.0%, including 8.625% of Minimum Regulatory Capital and a further 2.375% of Principal Capital Additional, being 1.875% of the additional conservation portion and 0.5% of the additional systemic portion. The Tier I reaches 8.375% and the Minimum Principal Capital 6.875%.

 

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

 

BASEL INDEX %

 

 

 

 

jun/18

dec/17

jun/17

Basel Index - consolidated

 

 

 

 

14,77

15,83

16,50

 

2.6) Main Subsidiaries    

 

The table below presents the balances of total assets, net assets, net income and credit operations for the period ended June 30, 2018 for the main subsidiaries of Banco Santander portfolio:

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 73


 
 
 

SUBSIDIARIES
(R$ Million)

 

 

Total
Assets

Stockholders' Equity

Net
Income

Loan Portfolio (1)

Ownership/Interest (%)

Santander Leasing S.A. Arrendamento Mercantil

 

 

18.619,1

5.696,5

257,2

1.915,7

99,99%

Aymoré Crédito, Financiamento e Investimento S.A.

 

 

41.533,5

1.716,5

271,0

35.667,1

100,00%

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

 

 

3.592,2

3.475,0

40,3

1.925,3

100,00%

Banco Olé Bonsucesso Consignado S.A. (Olé Consignado) 
   (Current Corporate Name of Banco Bonsucesso Consignado S.A.)

 

 

12.692,5

1.044,8

150,3

12.434,8

60,00%

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

 

 

22.074,4

2.023,1

230,9

0,0

88,50%

Banco PSA Finance Brasil S.A.

 

 

1.806,8

306,3

11,7

1.665,8

50,00%

Santander Corretora de Câmbio e Valores Mobiliários S.A.

 

 

1.178,9

593,1

63,2

0,0

100,00%

 (1) Includes Leasing portfolio and other loans.

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

3) Other Events 

3.1) Non-Current Assets Held for Sale  

On June 30, 2018, the Management of Banco Santander revalued its strategy on the investment in the company Real TJK Empreendimento Imobiliário SA (currently called Rojo Entretenimento SA), a company that owns the Santander Theater, and decided to transfer the item non-current assets held for sale to interests in affiliates and subsidiaries.

3.2) Opening of the branch in Luxembourg

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

3.3) Adhesion to Tax Debt Installment Programs  

In October 2017 the Bank also joined the Incentive Payment Programs and Installments issued by the cities Rio de Janeiro and São Paulo. Accessions to the programs include lawsuits and administrative proceedings related to ISS of the periods from 2005 to 2016, in the total amount of R$293 million. As a consequence were registered income of R$435 million. The result recorded a reversal of provisions, net of tax effects, in the amount of R$96 million.   

In August 2017, Banco Santander adhered to the program for the payment of tax and social security debts (in accordance with MP 783/2017). Adherence to the program included administrative proceedings related to IRPJ, CSLL and Social Security Contributions referring to the base periods from 1999 to 2005, in the total of R$534 million, after the benefits of the installment program, of which R$192 million was paid in August 2017 and R$300 million in January 2018. With the conversion of the provisional measure into law, and its amendments, the amount became R$492 million. 

3.4) Market Maker Services

On September 28, 2017, the Bank announced the hiring of BTG Pactual Corretora de Títulos e Valores Mobiliários S.A. as the market maker services provider for the Stocks Deposits Certificates (Units) issuance by the Bank, under the code SANB11, traded by B3 – Brasil, Bolsa, Balcão S.A. (B3 S.A.) (current name of BM&Bovespa – Bolsa de Valores, Mercadorias e Futuros), which is replacing Brasil Plural Corretora de Câmbio, Títulos e Valores Mobiliários S.A.. The new market maker has began its activities on January 2, 2018. 

3.5) Public offering of Qatar Holding LLC 

On April 11, 2017, Banco Santander in Brasil informed its shareholders and the market in general, in furtherance of the material facts disclosed on March 28, 2017 and April 6, 2017, the settlement of the secondary public offering for the distribution of 80,000,000 units issued by Banco Santander in Brasil and held by Qatar Holding LLC (Selling Shareholder), including in the form of American Depositary Shares (ADSs), having been allocated 22,000,000 Units for the Brazilian offering and 58,000,000 ADSs for the international offering. The price per Unit was set at R$25.00, resulting on a total amount of R$2 billion. Additionally, the amount of Units of the international offering initially offered was increased by an additional batch of 12,000,000 Units, exclusively in the form of ADSs also held by the Selling Shareholder.   

Interim Consolidated Condensed Financial Statements - June 30, 2018 74


 
 

3.6) Corporate Restructuring

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

a) Acquisition of technology companies Isban Brasil S.A. and Produban Serviços de Informática S.A.

On February 19, 2018, Banco Santander acquired shares representing the total capital of Isban Brasil S.A., previously held by Software Engineering Banking, S.L., for the amount of R$61 million. At the EGM held on February 19, 2018, the capital increase of Isban Brasil in the amount of R$33 million was approved, through the issuance of 11,783,900 new registered shares with no par value. All of the shares of Isban Brasil issued as a result of the capital increase were subscribed and paid up by the shareholder Banco Santander Brasil.

 

On February 28, 2018, Banco Santander purchased the shares corresponding to 100% of the total and voting share capital of Produban Serviços de Informática SA, for a payment of R$43 million in favor of Produban Servicios Informáticos Generales, SL The parties involved in the transaction have Banco Santander, SA (Santander Spain) as common indirect controlling shareholder. These transactions were carried out under market conditions.

b) Partnership Formation with HDI Seguros S.A. for the Creation of the Totally Digital Cars Insurance Company

On December 20, 2017, Banco Santander signed binding documents with HDI Seguros SA (HDI Seguros), to form a partnership for the issuance, offering and sale of auto insurance, in a 100% digital way, through the creation of a new insurance company - Santander Auto, to be held 50% by Sancap, a company controlled by Banco Santander, and 50% by HDI Seguros. The completion of the operation is subject to compliance with certain conditions, including obtaining the relevant regulatory authorizations. On February 2, 2018, the partnership was approved by CADE, on April 30, was approved by Bacen and, on May 15, prior SUSEP approval was obtained. 

c) Agreement for Indirect Purchase of Shares Capital of Ipanema Empreendimentos e Participações and Gestora de Investimentos Ipanema 

On July 5, 2017, Atual Securitizadora, a wholly-owned subsidiary of Banco Santander, entered into a purchase and sale agreement to acquire a corporate interest equivalent to 70% of the quotas representing Ipanema Empreendimentos e Participações Ltda. Gestora de Investimentos Ipanema Ltda. and the Investment Fund Ipanema NPL V. On September 19, 2017, the Central Bank authorized the acquisition and, after fulfilling the other conditions precedent, the parties concluded the transaction on October 16, 2017. 

d) Incorporation of the Gestora de Inteligência de Crédito S.A. – Partnership between Banco Santander and Others Banks of Brazilian Market 

On April 14, 2017, the definitive documents necessary for the creation of a new credit bureau, Gestora de Inteligência de Crédito SA ("Company"), were signed by the stockholders, whose control will be shared among the shareholders who will hold 20% of the its share capital each. The Company will develop a database with the objective of aggregating, reconciling and processing registration and credit information of individuals and legal entities, in accordance with the applicable standards, providing a significant improvement in the processes of granting, pricing and directing credit lines. The Bank estimates that the Company will be fully operational in 2019.

e) Partnership with the Hyundai Group in Brazil

On May 8, 2018, the companies participating in the joint venture - Aymoré CFI and Hyundai Brasil - paid R $ 100 million, 50% each, by way of capital increase. In addition, on this date, the corporate name of the entity was changed to Banco Hyundai Capital S.A. According to the structuring of the business, Banco Santander has control of the entity. It is not yet authorized authorized to operate as a Financial Institution by the Central Bank. 

f) Other Corporate Events 

• In the EGM held on March 23rd, 2018, the company Atual Companhia Securitizadora de Créditos Financeiros had its name changed to Atual Serviços de Recuperação de Créditos e Meios Digitais S.A. In the same EGM, was resolved the company’s capital increase in the amount of R$ 150,000, amounting the full share capital of R$ 270,000, divided into 265,419,392 nominative common shares and without par value. The entirety of shares issued due to referred capital increase were subscribed and paid-in by Santander Brasil.

• On February 28, 2018, the company Isban Brasil S.A. was merged in Produban Serviços de Informática S.A. (both entities controlled and with totality of their equity stake held by Banco Santander), being certain that Produban Serviços de Informática S.A. has succeeded the extinguished Isban Brasil S.A. in all of its rights and obligations. On the same date, Produban Serviços de Informtática had its corporate name changed to Santander Brasil Tecnologia S.A., a company controlled and with equity fully held by Banco Santander. 

• On December 22, 2017, Santander Corretora de Seguros (current corporate name of Santander Participações SA), Cia de Ferro Ligas da Bahia - Ferbasa SA (Ferbasa) and Brazil Wind SA entered into an agreement for the sale of 100% percent) of the shares issued by BW Guirapá I SA (respectively the Contract and BW Guirapá I SA) held by Santander Corretora de Seguros and Brazil Wind SA to Ferbasa (Operation). The basic price of the total sale of this operation is R$414 million, and an additional amount of up to R$35 million may be paid if future targets stipulated in the Contract are met. On April 2, 2018, the closing of the transaction was implemented. This investment was written off, as a result the assets and liabilities of BW Guirapá and its subsidiaries are no longer consolidated in the Conglomerate Balance Sheet, and the result is recorded in the income statement until the base date of November 30, 2017.

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 75


 
   

 

• On November 30, 2017, the merger and the Private Instrument of Protocol and Justification of the Merger Santander Serviços by Santander Corretora de Seguros (current corporate name of Santander Participações S.A.). With the extinction of Santander Serviços , Santander Corretora de Seguros became its successor in all its rights and obligations.

 

• On November 17, 2017, was formalized the acquisition by Banco Santander of the participation by Santusa Holding, S.L. (equivalent to 39.35%) in the share capital of Santander Serviços. Thus, Banco Santander becomes the holder of 99.99% of the shares of Santander Serviços.  

 

• On October 26, 2017, after the Central Bank of Brazil issued an official letter with its positive manifestation in favor of the transaction, was formalized the acquisition by Banco Santander from all of the shares of Webcasas S.A. held by Santander Serviços. On November 1st, 2017, Webcasas S.A. was renamed to Santander Holding Imobiliária S.A. and had its corporate purpose altered to include activities related to real estate business.  

 

• On September 29, 2017, the merger and the Private Instrument of Protocol and Justification of Santander Brasil Advisory by Santander Corretora de Seguros (current corporate name of Santander Participações S.A.) were approved, so that Santander Corretora de Seguros received through their book value, based on the balance sheet drawn up on August 31, 2017, all of the assets, rights and obligations of Santander Brasil Advisory. With the extinction of Santander Brasil Advisory the Santander Corretora de Seguros became its successor in all its rights and obligations.    

 

• On August 31, 2017, the merger and the Private Instrument of Protocol and Justification of Santander Microcrédito by Santander Corretora de Seguros (current corporate name of Santander Participações S.A.) were approved, so that Santander Corretora de Seguros received through their book value, based on the balance sheet drawn up on June 30, 2017, all of the assets, rights and obligations of Santander Microcrédito. With the extinction of Santander Microcrédito the Santander Corretora de Seguros became its successor in all its rights and obligations.

 

• On March 10, 2017, was approved at the EGM of Santander Brasil Advisory, in order to simplify the operational procedures of the company, the group of shares representing its capital stock at the ratio of 100,000 common shares to one common share. As a result of the reverse split, the number of shares representing the Santander Brasil Advisory capital stock was changed from 1,370,914 to 13 common shares, all nominative and without par value, and any fractional shares were canceled. Shareholders who individually held less shares than the one adopted as a reason for the reverse split will receive for their shares the book value to them before the reverse split, calculated based on the shareholders' equity reflected in the Santander Brasil Advisory balance sheet drawn up in February 2017, which is, R$11.22 per common share.

 

4) Strategy

 

Banco Santander Brasil is the only international bank with a scale in the country. The Bank is convinced that the way to grow profitable, recurring and sustainable is to provide excellent services to increase the level of satisfaction and obtain more clients, more linked. Its performance is based on a close and lasting relationship with customers, suppliers and shareholders. With this, its purpose is to contribute to people and businesses to prosper, being a simple Bank, personal and fair, with the following strategic priorities:

 

• Increase customer preference and engagement with segmented, simple, digital and innovative products and services through a multi-channel platform.

 

• Improve profitability, recurrence and sustainability, growing in business, with greater diversification of revenues, considering a balance between credit, funding and services. At the same time, maintain a preventive risk management and a strict control of expenses.

 

• Have capital and liquidity discipline to maintain soundness, address regulatory change, and seize growth opportunities.

 

• Increase productivity through an intense business improvement agenda that enables a complete portfolio of services to be delivered.

 

Banco Santander continues to focus on the recurrence of results generation through a customer-focused strategy and improved satisfaction. In this sense, in 2Q18, it continued to bring innovative solutions to support business generation, which contributed to the increase in market share in a profitable manner and to a consistent increase in the customer base. Banco Santander's strategy is based on strengthening internal culture and employee engagement. Among the initiatives of this quarter, we highlight:

 

Innovations

 

• "My commitments" - The Santander application has a new functionality as of this quarter in which the customer will have access, in a simple and practical way, to the details of each financial commitment he has with Banco Santander. This initiative supports the role in financial education and transparent communication with clients.

 

• SuperGet and sales management app - In acquiring, SuperGet was launched, aimed at the public Individual and microentrepreneur. It was offered the POS without rent, with competitive prices in the sale, added to the proposal of value as fast speed in the delivery and anticipation of sales at attractive rates. In addition, the Getnet app has also been enhanced to be a more complete tool and support the establishments in sales management.

 

• Select Digital - An expansion of Select, the Select Digital, has been launched, a service option for customers seeking flexibility in time and performing most transactions via digital channels. In this way, Banco Santander has positioned itself in the market with a complete offer for the high-income public and has reached regions where it has no physical presence, increasing capillarity.

 

 

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• Roaming PAB - Roaming structure with the function of agency that will be used in the companies until the delivery of the definitive PAB and aims to meet the demand of payroll clients. This innovative project allows for a closer relationship with the customer from the beginning, providing a quality service, which corroborates the increase in the connection.

Customer Relationship

These innovations contribute to improved customer experience and customer engagement. Banco Santander continues to use the Net Promoter Score (NPS) indicator to track satisfaction and improve service and processes. In this quarter, the indicator reached 52 points, which represents an increase of 2.5 points compared to the first quarter of 2018.

As a result of our actions, our active customer base grew 37 consecutive months.

Retail

The main highlights in Retail were:

• Cards: total revenue grew double digit for the tenth consecutive quarter to 19.5% YoY in 2Q18, this expansion was due both to credit and to debt. As a result, the market share in Banco Santander's credit sales reached 13.8% (Fonte Abecs, base date March 2018) (+1.1 pp YoY).

• Consigned: In the first nine months of the year, production expanded by 42.5% (Bacen Source, accumulated between January and May 2018) over last year, this strong pace of growth allowed Banco Santander to reach 12.2% (Fonte Bacen, base date May 2018) market share, that is, YoY increase of 1.9 pp. In this quarter, Banco Santander encouraged portability campaigns and, in the digital scope, the number of contracts increased compared to the previous quarter. It is important to mention that, in Personal Loans, Banco Santander continues with a strong preventive action in which the payroll plays a strategic role.

• Real Estate: Banco Santander continues to focus on maximizing value in the real estate market through different business models. In the area of ​​customers, a massive campaign was launched at the beginning of the quarter, after reducing our rates, and expanded by 2.23 times real estate production compared to the same period last year.

Agro

In this quarter Banco Santander participated in the 25th edition of Agrishow, one of the largest agricultural technology fairs in the world and the most important in Latin America. The Bank continues with the strategy of being more agile in the service and offering products that are appropriate to the profile of the producer, and in the year two specialized stores (Agro specialty stores) were inaugurated.

Getnet

Banco Santander advanced its physical and digital positioning, enabling contactless payment (NFC technology) to reach around 90% of the POS base, experience. In addition, as mentioned earlier, SuperGet was launched and the Getnet app was enhanced to provide an integrated view. From the synergy of the acquiring offer with the Bank, it was possible to provide financial solution and customized payment means for large clients. All these factors contribute to the fact that Banco Santander's revenues continue to expand, in this quarter, YoY growth of 33%, totaling R $ 44.1 billion. As a result, market share reached 13.2% (Fonte Abecs, base date March 2018) expansion of 2.2pp. in twelve months.

 

Companies: the strategy of improving the customer experience and having a differentiated and sectorized offer for the segment allows Banco Santander to grow with market share, which reached 11.2% (Fonte Bacen, base date March 2018) (+2 , 2 pp YoY).

SMEs

Companies: the strategy of improving the customer experience and having a differentiated and sectorized offer for the segment allows Banco Santander to grow with market share, which reached 11.2% (Source Bacen, base date March 2018) (+2 , 2p.p.Y.).

Strengthening Business Leaders

Webmotors: Banco Santander advanced in the implementation of the Cockpit tool that has already brought positive results, with a significant reduction in the average time of customer service and proposals enriched with users' browsing data. In this quarter, an agreement was announced with Estapar through which Banco Santander will assume 51% of the capital of LOOP, one of the main Brazilian players in the replacement market for new and used vehicles. This agreement strengthens the leadership position and allows for a broader portfolio of services. The completion of the operation is subject to compliance with certain conditions.

Santander Financing: leadership in the vehicle financing market, market share reached 23.8% (Source Bacen base date May 2018) (+ 1.9 pp in twelve months). The potential for synergy with Webmotors in conjunction with the + Business platform, whose simulations grow 42% in twelve months, contribute to the sustainability of the business. The + Vezes platform, focused on the segment of goods and services, positions Banco Santander to capture opportunities in the sector.

Global Corporate Banking (GCB): Banco Santander is recognized as a leader in the foreign exchange market in accordance with Bacen3 and in financial advisory services for project financing in Brazil, Dealogic and Anbima (Assessoria Financeira Américas, Dealogic 2017 and Financial Advisory - leader since 2008, ANBIMA 2016.)

People

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The effectiveness of initiatives to keep employees engaged and committed is reflected in Grupo Santander's recognition for the third consecutive year of the GPTW (Great Place to Work) award in the Latin America 2018 Multinational category.

5) Rating Agencies

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

 

(1). Last updated June 11, 2018.

(2). Last updated April 10, 2018.

 

6) Corporate Governance

 

At a meeting held on July 24, 2018, the Board of Directors approved the Consolidated Financial Statements of Banco Santander, prepared in accordance with accounting practices adopted in Brazil, applicable to financial institutions authorized to operate by the Bank and the Interim Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS), in accordance with the IASB and interpretations of the IFRS Interpretation Committee for the period ended June 30, 2018.

 

The Board of Directors approved, at a meeting held on June 26, 2018, the proposal to highlight and pay Dividends, in the gross amount of R$600 million, for payment as from July 27, 2018, without any remuneration in title monetary restatement.

 

At a meeting held on May 29, 2018, the Board of Directors approved the appointment of Mr. Valdemir Moreira de Lima as the Company's Ombudsman for a term of one (1) year, with effect from May 9, 2018.

 

At a meeting held on May 10, 2018, the Board of Directors approved the election of the members of the Company's Audit Committee for a one-year term, which shall extend until the inauguration of those elected at the first Meeting of the Board of Directors to be held after the Ordinary General Meeting of 2019, namely: Deborah Stern Vieitas, acting as Coordinator; Mr. Luiz Carlos Nannini, as a qualified technical member; Ms. Maria Elena Cardoso Figueira and Mr. Júlio Sergio de Souza Cardozo, as members.

 

The Board of Directors approved, at a meeting held on April 24, 2018, the Consolidated Financial Statements of Banco Santander, prepared in accordance with accounting practices adopted in Brazil, applicable to financial institutions authorized to operate by the Bank and the Interim Financial Statements prepared in accordance with the International Financial Reporting Standards (IFRS), in accordance with the IASB and interpretations of the IFRS Interpretation Committee for the period ended March 31, 2018.

 

The Board of Directors approved, at a meeting held on April 18, 2018, the dismissal of Mr. Cassius Schymura from the position of Director without specific designation of the Company.

 

The Board of Directors approved, at a meeting held on April 10, 2018: (i) the appointment of Mrs. Deborah Stern Vieitas as Coordinator of the Company's Audit Committee, in place of Mr. José Luciano Duarte Penido, to mandate until the inauguration of those elected at the first Meeting of the Board of Directors held after the Ordinary General Meeting of 2018; (ii) the dismissal of Mrs. Deborah Stern Vieitas from the role of Coordinator of the Company's Risk and Compliance Committee; and (iii) the appointment of Mr. Bernardo Parnes as the Coordinator of the Company's Risk and Compliance Committee, for a term of office until the inauguration of those elected at the first Board of Directors Meeting held after the 2019 Ordinary General Meeting.

 

At a meeting held on March 27, 2018, the Board of Directors approved the proposal to highlight and pay Interest on Own Capital, in the gross amount of R$600 million, for payment as of April 26, 2018, without no remuneration for monetary restatement.

 

The Board of Directors was informed at a meeting held on March 16, 2018, of the resignation presented by the Director without specific

 

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designation of the Company Mr. Felipe Pires Guerra de Carvalho.

 

The Board of Directors was informed at a meeting held on March 5, 2018, of the resignation presented by the Director without specific appointment of the Company Mr. Marcelo Zerbinatti.

 

The Board of Directors ratified, at a meeting held on February 26, 2018, the exoneration, on February 9, 2018, of Mrs. Maria Eugênia Andrade Lopez Santos, the Company's Executive Director.

 

The Board of Directors, at a meeting held on February 26, 2018: (i) was informed of the resignation presented by the Company's Executive Vice-President Mr. Alexandre Silva D'Ambrosio; and (ii) approved the election of Mr. Alessandro Tomao, as Executive Vice-President of the Company, for a complementary mandate, which shall remain in force until the inauguration of those elected at the first Board of Directors Meeting to be held after the Annual Shareholders' Meeting of 2019.

 

At a meeting held on February 15, 2018, the Board of Directors approved Banco Santander's Consolidated Financial Statements, prepared in accordance with International Financial Reporting Standards (IFRS) for the year ended December 31, 2017.

 

The Board of Directors approved at a meeting held on February 1, 2018: (i) the election of Messrs. Carlos Aguiar Neto, Claudenice Lopes Duarte, Germanuela de Almeida de Abreu, Gustavo Alejo Viviani, José Teixeira de Vasconcelos Neto and Rodrigo Cury , in the capacity of Directors without Specification, for a complementary mandate, which shall remain in force until the inauguration of those elected at the first Meeting of the Board of Directors to be held after the Ordinary General Meeting of 2019; and (ii) the election of Mr. René Luiz Grande, as a member of the Company's Risk and Compliance Committee, for a complementary mandate until the inauguration of those elected at the first Board of Directors Meeting held after the 2019 Ordinary General Meeting.

 

At a meeting held on January 29, 2018, the Consolidated Financial Statements of Banco Santander, prepared in accordance with accounting practices adopted in Brazil, shall apply to financial institutions authorized to operate by the Bank, for the year ended December 31, 2017.

 

The Board of Directors approved, at a meeting held on January 3, 2018, the dismissal of Mr. Conrado Engel, Senior Executive Vice-President of the Company.

                                                                                                                                            

7) Risk Management                                                                                                                                                                    

 

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

 

7.1) Corporate Governance of the Risk Function                                                                                                                

 

The governance model is structured in a vision of decision, focusing on examination and approval of proposals and credit limits, and in a vision of control, with a focus on full control of risks. 

 

The fundamental principles that rule the risk governance model are:

 

• Independence of the risks in relation to business area; 

 

• Involvement of the management in decision making; and 

 

• Collegial Decisions and consensus on credit operations.

 

The Executive Committee (CER) of Risks is the local decision-making forum with representatives of the Bank's management, including the President, Vice President and the other members of the Executive Board. The main tasks of this Committee are:

 

• Monitor the development of credit and market portfolios;

 

• Decide on credit proposals;

 

• Define and monitor the risk appetite fulfillment;

 

• Define the actions with regard to the recommendations made by the local regulator and by Internal Audit; 

 

• Approve and authorize the management tools, improvement initiatives, the follow-up of projects and any other relevant activities related to the management of risks; and  

 

• Approve risk policies as well as changes in risk policies with impact on revenue, margin or costs of provision. 

 

The Risk Control Committee (CCR) is the control and monitoring local forum with representatives of the Bank's management, including the VPE of Risks and the Vice President of Finance. The main tasks of this Committee are: 

 

• Conduct a comprehensive and periodic follow-up of all risk, if its profile is within the established in the risk appetite, Business Strategic Planning and in the budget approved by the Board of Directors;

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• Conduct a periodic and independent control of risk management activities;

• Supervise the measures adopted with regard to risks, to comply with the recommendations and directions made by the local regulator and internal audit; and 

• Provide to the Board of Directors and the Executive Commission with the information and assistance they need in terms of risks.

The relevant topics of risk management or those that exceed the jurisdiction of these committees will be forwarded and decided by the Board of Directors.

 

 

 

7.2) Structure of Capital Management

 

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

 

7.3) Credit Risk

 

Credit risk is the exposure to loss in the case of total or partial default of the clients or counterparties in the fulfillment of their financial obligations to the Banco Santander. Credit risk management seeks to establish strategies, besides setting limits, including the  analysis of exposure and trends, and the effectiveness of credit policies. The goal is to maintain a risk profile and adequate minimum profitability which compensates the estimated default risk of the client and portfolios, as established by the Executive Committee.

 

7.4) Market Risk

 

Market risk is exposure to risk factors including interest rates, exchange rates, commodities prices, stock market prices and other values, according to the type of product, the volume of operations, terms and conditions of the agreement and underlying volatility. Market risk management includes practices of measuring and monitoring the use of limits that are pre-set by internal committees, of the value at risk of the portfolios, of sensitivity to fluctuating interest rates, of exposure to foreign exchange rates, among other practices which the control and monitoring of the risks which might affect the position of Banco Santander portfolios in the different markets in which the Bank operates.                                                            

 

To work on the market risk, the Bank has developed its own Risk Management model, with the following principles: 

 

• Functional independence; 

 

• Executive capacity sustained by knowledge and clients proximity; 

 

• Global scope reach (different types of risk);

 

• Collegial Decisions that evaluate all possible scenarios and do not compromise the results of individual Decisions, including Executive Risk Committee (ERC), which sets limits and approves the transactions and the Executive Committee of Assets and Liabilities, which is responsible for the management of capital and structural risks, which includes country risk, liquidity and interest rates;      

 

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• Management and optimization of the risk/return; and

 

• Advanced methodologies for risk management, such as Value at Risk (VaR) (historical simulation of 520 days, with a confidence level of 99% and a time horizon of one day), scenarios, sensitivity of net interest income, asset value and sensitivity contingency plan.

The structure of market Risk is part of the Vice President of Risks, which implements the policies of risk. 

 

7.5) Environmental and Social Risk                                                                                                                                         

 

Santander’s social and environmental risk management is carried out through the analysis of the socio-environmental practices of 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. Until 2017, social and environmental analysis was applied to the wholesale segment and since January 1st, 2018 it is also conducted to the retail segment Empresas 3. This analysis considers items such as contaminated land, deforestation, working conditions and other possible socio-environmental attention points in which there is a possibility of penalties and losses. A specialized team, with a background in Biology, Health and Safety Engineering, Geology and Chemical Engineering, perform this procedure. The financial analysis team considers the potential for damages and impacts that unfavorable socio-environmental situations can cause to the financial condition and the guarantees of the clients. The analysis focuses on preserving capital and reputation in the market and the dissemination of the practice is obtained through constant training of the commercial and credit areas about the application of socio-environmental risk standards in the credit approval process for legal entity in the Wholesale Bank.

 

The Bank's Social and Environmental Risk Policy is included under the Social and Environmental Responsibility Policy of the Bank, in accordance with Resolution 4,327 of CMN.

 

7.6) Operational Risk Management, Internal Controls, Sarbanes-Oxley Act and Internal Audit 

 

Operational risk losses can occur due in inadequacy or failures with process, systems, human failures and/or from exposure to external events. This definition includes the legal risk associated with the inadequacy or deficiency in contracts signed by the Banc, as well as penalties for non-compliance with legal provisions and damages for third parties arising from the activities developed by the Bank, but excludes those that occur as a consequence of strategic risk. Operational risk losses may result in financial losses, adversely affect the continuity of the business and also negatively affect Bank's image.

                               

To accomplish the operational risk objectives, was established an operational risk model based on three lines of defense, with the objective of continuously improving and developing the management and control of operational risks.

 

• First line of defense: all business and support areas within Banco Santander are responsible for identifying, managing, mitigating and reporting operational risk;

 

• Second line of defense: the Operational and Technological Risk Control units monitoring and ensuring sound operational and technological risk management practices throughout the organization having as premise to implement disseminate our operational risk culture, defining methodologies, policies, tools, training and applicable procedures and requirements for the effective management of operational risk and of ensuring there is adequate business contingency planning in place throughout the Bank; and

 

• Third line of defense: the internal audit department is responsible for undertaking independent reviews of the risk management undertaken by the first and second lines of defense and for promoting continuous model improvements.

 

The aims of the Operational Risk management model are:

• to disseminate a culture of operational risk management and control, to foster the prevention of risk events and operational risks losses and to mitigate their financial, legal and reputational impacts;

 

• to provide support to decision-makers within Banco Santander;

 

• to ensure the business continuity in a sustainable manner and to improve internal controls; and

 

• to maintain control of the operational risk in a manner which is consistent with our business strategy.    

 

The following bodies are involved in the implementation of the risk management model:

 

• CCR: A committee which aims to perform a holistic and periodic monitoring of the risks to which the Bank is exposed and to exercise independent control on the risk management activities;

 

• Operational Risk Operational Committee: A committee which aims to ensure and to foster the adequate monitoring, control and mitigation of operational risks, to support the disseminating cultural norms, methodologies, standards, policies, tools, training and procedures applicable and required for the effective and efficient management and control of operational risk.

 

The risk management model assists managers in achieving their strategic objectives by contributing to the decision-making process and by reducing operational risk losses. It is based on best practices in the identification, assessment, monitoring, management and

 

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control of operational risks. It is compliant with the applicable regulatory requirements and seeks to ensure the sustained improvement of the internal controls environment.

Reputational Risk

Reputational risk is defined as the risk of a current or potential negative economic impact generated by an unfavorable perception of the Bank by employees, customers, shareholders/investors and society in general.

Reputational risk management is the responsibility of the Compliance area, which maintains an overview of both stakeholder perceptions and possible risk events derived from the first lines of defense that are controlled and reported by the second line. This global interaction model seeks to ensure consolidated oversight of reputational risk while at the same time relies on current functions efficiently.

Unit for the Prevention of Money Laundering and Financing of Terrorism

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

Cybersecurity Risk

Comprehensive measures have been implemented to reduce the risk of cybersecurity threats affecting technology platforms and business. Banco Santander considered the best practices established in the ISO-27002 standard as the basis for the model. These measures include, but are not limited to, access and privilege management, separation of test and production environments, network security analysis, incident management, basic hardware and software configuration, activity log correlation, prevention and remediation of malware and security analysis of third-party operations. Several processes have been implemented, including regular compliance checks and continuous monitoring of network activities by the Security Operations Center. Periodic reviews of threats and controls related to cyber security are also performed, including periodic testing by third parties. There are constant investments in technology and security solutions, as well as user training and awareness-raising efforts. In addition, there are exchanges of information and experiences on cyber security with local and international security communities, such as telecommunications companies and other financial institutions, serving as a member of the Financial Services Information Sharing and Analysis Center.

The activities mentioned above are performed by Information Security and Cyber Security Areas. This severed structure allows a better separation of the functions of the areas increasing the focus on their specific and strategic activities.

Internal Audit

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

Internal Audit’s objective is to supervise the compliance, efficiency and effectiveness of internal control systems, as well as the reliability and quality of accounting information. Thus, all Banco Santander’s companies, business units, departments and core services are under its scope of application. The Internal Audit has quality certificate issued by the Institute of Internal Auditors (IIA).

The Audit Committee favorably reviewed and approved the work plan of the Internal Audit for the year 2018.

The Audit Committee and the Board of Directors were informed on Internal Audit’s works done during the first semesterof 2018, according to its annual plan.

In order to perform its duties and reduce coverage risks inherent to Banco Santander's activities, the Internal Audit area has internally-developed tools updated whenever necessary.

Among these tools, it is worth mentioning the risk matrix, for it is used as a planning tool, prioritizing each unit’s risk level, based on, among others,  its inherent risks, audit’s last rating, level of compliance with recommendations and size.

In addition, the work programs are reviewed periodically. These documents describe the audit tests to be performed, so that the requirements are enforced.

Throughout the first semesterof 2018, internal control procedures and controls on information systems pertaining to units under analysis were assessed according to the work plan for 2018, taking into account their design and operating effectiveness.

8) People                                                                                                                                                                                         

When the discussion is about the growth and development of Banco Santander, a force stands out: the People. Having a motivated and dedicated employees is a decisive factor in making the Bank in the best bank for clients and the best company for employees.      

 

 
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The daily performance of Banco Santander with clients, employees, shareholders and society is guided by the purpose of the Bank to contribute to people and businesses to prosper and their way of act.

 

The Bank has a talented team of 48,008 employees only in Brazil. The Bank seeks professionals who identified with the Corporate Culture, to be a Simple Bank (with uncomplicated and easy services to operate), Personal (with solutions and channels that meet clients needs and preferences) and Fair (promoting business and relationships that are good for clients, shareholders and employees). In addition to identifying with the culture, the Banco Santander's employees act in their day to day aligned to it.                                                                                                                                                      

 

 

9) Sustainable Development                                                                                                                                                     

 

Santander’s Sustainability Strategy is based on three pillars which are aligned with business and Brazil’s development priorities: (i) Social and Financial Inclusion, (ii) Education and (iii) Social and Environmental Businesses and Management. From a consistent risk culture, responsible management of activities and improvement of consumer experience, the Bank acts as a transformational agent, contributing to the prosperity of business, customers and society.

 

Among the highlights of the second quarter of 2018 in relation to Social and Financial Inclusion are Prospera Santander Microcrédito, which is the largest productive and oriented microcredit operation among privately owned banks in Brazil based on market share and portfolio value, with a disbursement of R$ 286.4 million (55% above 2017), more than 233,000 actives operations and 95.3% of compliance rate. In the scope of Private Social Investment, Parceiros em Ação program, that supports the development of microenterprises in low-income regions where Prospera Santander Microcrédito is present, trained more than 150 entrepreneurs in two

Brazilian cities.

 

The Amigo de Valor program, which directs employees, clients and the own Bank resources to the Funds for the Rights of Children and Adolescents, has as one of its commitments for 2018, accompany the development of initiatives (still under definition) to attend children and adolescents in situation of social risks and in addition mobilizing resources to invest in these projects for the new cycle of the program. In relation to Education pillar, with partnerships with 315 higher education institutions, Santander Universidades Brazil program has granted, in the second quarter of 2018, 1.218 scholarships, of these 22 are international, 217 are national and 976 are job vacancy.                                                                              

In Social and Environmental Business and Management pillar, Santander financed 1.797 photovoltaic systems, with a commitment for 2018 to finance a total of 2,000 systems, through new partnerships, disclosures and offers by Santander Financiamentos. In addition, the Bank obtained the ISO 14001 certification of the Environmental Management System of the Data Center of Campinas, becoming the first data processing center to receive this certification in Brazil. Two other administrative buildings of the Bank that were already certified are Sede Santander and CASA 1.                                       

 

Within the scope of climate change, Santander is participating for the second consecutive year of the CDP Supply Chain program with the objective of engaging approximately 250 suppliers to your business to become more efficient and prepared for the low-carbon economy.                                                                                                                                            

 

10) Independent Audit                                                                                                                                                                  

 

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

In compliance with the Instruction of the Securities Commission 381/2003, Banco Santander informs that in the period ended June 30, 2018, PricewaterhouseCoopers did not provide services not related to the independent audit of the Financial Statements of Banco Santander and subsidiaries above 5% of total fees related to independent auditing services.

 

In addition, the Bank confirms that PricewaterhouseCoopers has procedures, policies and controls to ensure its independence, which include an evaluation of the work performed, covering any service that is not independent of the Financial Statements of Banco Santander and its subsidiaries. This evaluation is based on the applicable regulations and accepted principles that preserve the independence of the auditor. The acceptance and provision of professional services not related to the external audit during the period ended June 30, 2018 did not affect the independence and objectivity in conducting the external audits carried out in Banco Santander and other entities of the Group, since the above principles were observed.                                                                                                                                                                                           

The Board of Directors

The Executive

(Authorized at the Meeting of the Board of July 24, 2018).

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BANCO SANTANDER (BRASIL) S.A.

Executive’s  Report of  Independent Auditors' Report

 

For purposes of compliance with Article 25, § 1, VI, CVM Instruction 480, of December 7, 2009, the Executives' of Banco Santander (Brasil) S.A. (Banco Santander) (Company) state that they have discussed, reviewed and agreed with the Banco Santander's Financial Statements for the period ended March 31, 2018, the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) and the documents that comprise it, being: Management Reports, consolidated balance sheets, consolidated income statements, consolidated statements of comprehensive income, consolidated cash flow statements, consolidated statements of changes in equity and notes to the consolidated financial statements, prepared according IFRS issued by the International Accounting Standards Board (IASB). These financial statements and the documents that comprise it, have been the object of an unqualified review report of the Independent Auditors and the recommendation for approval issued by the Audit Committee of the Company.

 

Banco Santander Executives on June 30, 2018:

 

CEO
Sergio Agapito Lires Rial

 

Vice-President Senior Executive Officer    
José de Paiva Ferreira

 

Vice-President Executive Officer and Investor Relations     
Angel Santodomingo Martell

 

Vice-President Executive Officer 
Alessandro Tomao            
Antonio Pardo de Santayana Montes            
Carlos Rey de Vicente       
Jean Pierre Dupui              
Juan Sebastian Moreno Blanco      
Manoel Marcos Madureira                               
Mario Roberto Opice Leão               
Vanessa de Souza Lobato Barbosa               

Executive Officer              
Jose Alberto Zamorano Hernandez               
José Roberto Machado Filho

 

Officer Without Designation           
Alexandre Grossmann Zancani      
Amancio Acúrcio Gouveia

André de Carvalho Novaes              

Cassio Schmitt    

Carlos Aguiar Neto                            

Claudenice Lopes Duarte

Ede Ilson Viani    

Germanuela de Almeida de Abreu

Gilberto Duarte de Abreu Filho        

Gustavo Alejo Viviani        

Igor Mario Puga  

José Teixeira de Vasconcelos Neto                               

Leopoldo Martinez Cruz   

Luis Guilherme Mattos de Oliem Bittencourt

Luiz Masagão Ribeiro Filho             

Marcelo Malanga                               

Marino Alexandre Calheiros Aguiar               

Nilton Sergio Silveira Carvalho       

Rafael Bello Noya              

Ramón Sanchez Díez       

Reginaldo Antonio Ribeiro                               

Roberto de Oliveira Campos Neto  

Robson de Souza Rezende             

Rodrigo Cury       

Ronaldo Wagner Rondinelli             

Sérgio Gonçalves               

Thomas Gregor Ilg             

Ulisses Gomes Guimarães

 

For purposes of compliance with Article 25,§ 1, V,CVM Instruction 480, of December 7, 2009, the Executives of Banco Santander (Brasil) S.A. (Banco Santander) (Company) state that they have discussed, reviewed and agreed with Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) of Banco Santander which includes the Independent Auditors' Report for the period ended March 31, 2018, the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) and the documents that comprise it, being: Management Reports, consolidated balance sheets, consolidated income statements, consolidated statements of comprehensive income, consolidated cash flow statements, consolidated statements of changes in equity and notes to the consolidated financial statements, prepared according IFRS issued by the International Accounting Standards Board (IASB). These financial statements and the documents that comprise it, have been the object of an unqualified review

 

Interim Consolidated Condensed Financial Statements - June 30, 2018 84

 
 

 

report of the Independent Auditors and the recommendation for approval issued by Audit Committee of the Company.

 

Banco Santander Executives on June 30, 2018:

 

CEO      

Sergio Agapito Lires Rial  

 

Vice-President Senior Executive Officer    

José de Paiva Ferreira

 

Vice-President Executive Officer and Investor Relations     

Angel Santodomingo Martell

 

Vice-President Executive Officer 

Alessandro Tomao            

Antonio Pardo de Santayana Montes            

Carlos Rey de Vicente       

Jean Pierre Dupui              

Juan Sebastian Moreno Blanco      

Manoel Marcos Madureira               

Mario Roberto Opice Leão               

Vanessa de Souza Lobato Barbosa

 

Executive Officer              

Jose Alberto Zamorano Hernandez               

José Roberto Machado Filho

 

Officer Without Designation           

Alexandre Grossmann Zancani      

Amancio Acúrcio Gouveia

André de Carvalho Novaes              

Cassio Schmitt    

Carlos Aguiar Neto            

Claudenice Lopes Duarte

Ede Ilson Viani    

Germanuela de Almeida de Abreu

Gilberto Duarte de Abreu Filho        

Gustavo Alejo Viviani        

Igor Mario Puga  

José Teixeira de Vasconcelos Neto               

Leopoldo Martinez Cruz   

Luis Guilherme Mattos de Oliem Bittencourt

Luiz Masagão Ribeiro Filho             

Marcelo Malanga               

Marino Alexandre Calheiros Aguiar               

Nilton Sergio Silveira Carvalho       

Rafael Bello Noya              

Ramón Sanchez Díez       

Reginaldo Antonio Ribeiro                               

Roberto de Oliveira Campos Neto  

Robson de Souza Rezende             

Rodrigo Cury       

Ronaldo Wagner Rondinelli             

Sérgio Gonçalves                               

Thomas Gregor Ilg             

Ulisses Gomes Guimarães

Interim Consolidated Condensed Financial Statements - June 30, 2018 85 


 
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 24, 2018
 
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