SECURITIES AND EXCHANGE COMMISSION
Commission File Number: 001-34476
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
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 | 3 | |
• Consolidated Income Statements | 5 | |
• Consolidated Statements of Comprehensive Income | 7 | |
• Consolidated Statements of Changes in Equity | 8 | |
• Consolidated Cash Flow Statements | 9 | |
• Notes to the Consolidated Interim Financial Statements | ||
Note 1 | General information, basis of presentation of the consolidated interim financial statements and other information | 10 |
Note 2 | Basis of consolidation | 14 |
Note 3 | Change in the scope of consolidation | 15 |
Note 4 | Financial assets | 16 |
Note 5 | Non-current assets held for sale | 17 |
Note 6 | Investments in associates and joint ventures | 17 |
Note 7 | Tangible assets | 19 |
Note 8 | Intangible assets | 19 |
Note 9 | Financial liabilities | 20 |
Note 10 | Provisions | 22 |
Note 11 | Equity | 25 |
Note 12 | Breakdown of income accounts | 27 |
Note 13 | Share-based compensation | 27 |
Note 14 | Business segment reporting | 31 |
Note 15 | Related party transactions | 32 |
Note 16 | Other disclosures | 38 |
Note 17 | Supplementary information – Conciliation of shareholders’ equity and net income | 45 |
APPENDIX I | SUBSIDIARIES OF BANCO SANTANDER (BRASIL) S.A. | 47 |
APPENDIX II | MANAGEMENT REPORT | 49 |
Executive’s Report of Financial Statements | 60 | |
Executive’s Report of Independent Auditors' Report | 61 |
INDEPENDENT AUDITORS’ REPORT ON REVIEW
To the Shareholders and Management of
Banco Santander (Brasil) S.A.
São Paulo - SP
Introduction
We have reviewed the interim consolidated balance sheet of Banco Santander (Brasil) S.A. (“Bank”) as of September 30, 2015 and the related statements of income and comprehensive income for the three and nine-month periods, changes in equity and cash flows for the nine-month period then ended, and a summary of significant accounting policies and other explanatory notes.
Management is responsible for the preparation and presentation of this interim consolidated financial information in accordance with IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB. Our responsibility is to express a conclusion on this interim consolidated financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and International Standards on Review Engagements (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial 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 information is not prepared, in all material respects, in accordance with IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB.
1
Deloitte Touche Tohmatsu
Other issues
Statements of value added
We have also reviewed the consolidated statement of value added (DVA) mentioned in note 16.g) as complimentary information, for the nine-month period ended September 30, 2015, prepared under the responsibility of the Management, whose presentation is required by Brazilian Corporate Law by publicly-held companies, and is considered as supplemental information for International Financial Reporting Standards - IFRS that does not require the presentation of DVA. This statement was subject to the same review procedures described above and, based on our review, nothing has come to our attention that cause us to believe that it is not prepared, in all material respects, consistent in relation to the consolidated interim financial information taken as a whole.
The accompanying interim financial statements have been translated into English for the convenience of readers outside Brazil.
São Paulo, October 27, 2015
DELOITTE TOUCHE TOHMATSU | Gilberto Bizerra de Souza |
Auditores Independentes | Engagement Partner |
2
BANCO SANTANDER (BRASIL) S.A. | ||||||
CONSOLIDATED BALANCE SHEETS | ||||||
Thousands of Brazilian Real | ||||||
ASSETS | Note | 9/30/2015 | 12/31/2014 | |||
|
|
|
|
|
|
|
Cash and Balances With The Brazilian Central Bank |
|
|
| 77,911,068 |
| 55,903,848 |
Financial Assets Held For Trading | 4-a | 57,436,740 | 56,013,603 | |||
Debt instruments |
|
|
| 37,156,010 |
| 47,106,811 |
Equity instruments |
|
|
| 606,323 |
| 391,656 |
Trading derivatives |
| 16-b |
| 19,674,407 |
| 8,515,136 |
Other Financial Assets At Fair Value Through Profit Or Loss |
| 4-a |
| 2,243,335 |
| 996,694 |
Debt instruments |
|
|
| 1,437,438 |
| 93,900 |
Equity instruments |
|
|
| 805,897 |
| 902,794 |
|
|
|
|
|
|
|
Available-For-Sale Financial Assets |
| 4-a |
| 67,317,567 |
| 75,164,342 |
Debt instruments |
|
|
| 66,189,430 |
| 73,510,698 |
Equity instruments |
|
|
| 1,128,137 |
| 1,653,644 |
Held to maturity investments |
| 4-a & 16-a.4 |
| 10,416,005 |
| - |
Loans and Receivables |
| 4-a |
| 318,259,751 |
| 264,607,746 |
Loans and amounts due from credit institutions |
|
|
| 53,031,485 |
| 28,917,397 |
Loans and advances to customers |
| 14 |
| 254,108,804 |
| 235,690,349 |
Debt instruments |
| 4-a & 16-a.4 |
| 11,119,462 |
| - |
|
|
|
|
|
|
|
Hedging Derivatives |
| 16-b |
| 1,240,033 |
| 212,552 |
|
|
|
|
|
| |
Non-Current Assets Held For Sale |
| 5 |
| 940,392 |
| 929,948 |
|
|
|
|
|
| |
Investments in Associates and Joint Ventures |
| 6 |
| 1,085,368 |
| 1,023,461 |
|
|
|
|
|
|
|
Tax Assets | 34,185,927 | 23,019,696 | ||||
Current |
|
|
| 4,983,737 |
| 2,981,696 |
Deferred |
|
|
| 29,202,190 |
| 20,038,000 |
Other Assets |
|
|
| 3,305,845 |
| 5,066,726 |
|
|
|
|
|
| |
Tangible Assets |
|
|
| 6,771,202 |
| 7,071,036 |
Intangible Assets |
|
|
| 30,044,709 |
| 30,221,258 |
Goodwill |
| 8-a |
| 28,369,919 |
| 28,270,955 |
Other intangible assets |
| 8-b |
| 1,674,790 |
| 1,950,303 |
Total Assets |
|
|
| 611,157,942 |
| 520,230,910 |
The accompanying Notes and Appendix I are an integral part of these financial statements. |
3
LIABILITIES AND STOCKHOLDERS' EQUITY | Note | 9/30/2015 | 12/31/2014 | |||
|
|
|
|
|
| |
Financial Liabilities Held For Trading |
| 9-a |
| 44,189,768 |
| 19,569,791 |
Trading derivatives |
| 16-b |
| 27,719,864 |
| 8,284,360 |
Short positions |
|
|
| 16,469,904 |
| 11,285,431 |
|
|
|
|
|
| |
Financial Liabilities at Amortized Cost |
| 9-a |
| 458,795,394 |
| 392,186,593 |
Deposits from Brazilian Central Bank and deposits from credit institutions |
|
| 80,264,541 |
| 63,674,201 | |
Customer deposits |
|
|
| 244,564,492 |
| 220,644,019 |
Debt securities |
|
|
| 94,296,697 |
| 70,355,249 |
Subordinated liabilities |
|
|
| 7,818,148 |
| 7,294,077 |
Debt Instruments Eligible to Compose Capital |
|
|
| 10,043,077 |
| 6,773,312 |
Other financial liabilities |
|
|
| 21,808,439 |
| 23,445,735 |
|
|
|
|
|
| |
Hedging Derivatives |
| 16-b |
| 2,371,278 |
| 893,902 |
|
|
|
|
|
| |
Provisions |
| 10-a |
| 11,013,089 |
| 11,127,444 |
Provisions for pension funds and similar obligations |
|
|
| 2,500,305 |
| 3,869,728 |
Provisions, judicial and administrative proceedings, commitments and other provisions |
| 8,512,784 |
| 7,257,716 | ||
|
|
|
|
|
| |
Tax Liabilities |
| 10-b.1 |
| 5,719,451 |
| 12,423,002 |
Current |
|
|
| 4,873,085 |
| 12,110,582 |
Deferred |
|
|
| 846,366 |
| 312,420 |
|
|
|
|
|
| |
Other Liabilities |
|
|
| 6,904,022 |
| 5,346,885 |
|
|
|
|
|
| |
Total Liabilities |
|
|
| 528,993,002 |
| 441,547,617 |
|
|
|
|
|
| |
Stockholders' Equity |
| 11 |
| 85,102,108 |
| 80,105,041 |
Capital |
|
|
| 57,000,000 |
| 56,806,384 |
Reserves |
|
|
| 24,683,965 |
| 20,594,135 |
Treasury shares |
|
|
| (621,529) |
| (445,501) |
Option for Acquisition of Equity Instrument |
|
|
| (1,017,000) |
| (950,000) |
Profit for the period attributable to the Parent |
|
|
| 8,256,672 |
| 5,630,023 |
Less: Dividends and remuneration |
|
|
| (3,200,000) |
| (1,530,000) |
|
|
|
|
|
| |
Other Comprehensive Income |
|
|
| (3,353,048) |
| (1,801,921) |
|
|
|
|
|
| |
Stockholders' Equity Attributable to the Parent |
|
|
| 81,749,060 |
| 78,303,120 |
Non - Controlling Interests |
|
|
| 415,880 |
| 380,173 |
|
|
|
|
|
| |
Total Stockholders' Equity |
|
|
| 82,164,940 |
| 78,683,293 |
Total Liabilities and Stockholders' Equity |
|
|
| 611,157,942 |
| 520,230,910 |
|
|
|
|
|
|
|
The accompanying Notes and Appendix I are an integral part of these financial statements. |
4
BANCO SANTANDER (BRASIL) S.A. | ||||||
CONSOLIDATED INCOME STATEMENTS | ||||||
Thousands of Brazilian Real, except for per share data | ||||||
| Note | 7/01 to | 7/01 to |
| 1/01 to | 1/01 to |
Interest and similar income |
| 18,729,053 | 15,110,049 |
| 51,915,971 | 43,028,449 |
Interest expense and similar charges |
| (10,972,711) | (8,565,607) |
| (27,512,630) | (22,574,683) |
Interest Net Income |
| 7,756,342 | 6,544,442 |
| 24,403,341 | 20,453,766 |
Income from equity instruments |
| 15,268 | 36,582 |
| 95,881 | 173,424 |
Income from companies accounted for by the equity method | 6-b | 26,002 | 30,747 |
| 81,953 | 67,575 |
Fee and commission income |
| 3,216,623 | 3,073,559 |
| 9,598,916 | 8,343,362 |
Fee and commission expense |
| (818,275) | (871,411) |
| (2,647,755) | (2,067,279) |
Gains (losses) on financial assets and liabilities (net) |
| (10,721,368) | 1,928,525 |
| (17,756,686) | 2,319,150 |
Financial assets held for trading |
| (10,625,091) | 1,583,466 |
| (17,428,217) | 1,916,506 |
Other financial instruments at fair value through profit or loss |
| 111,369 | 8,116 |
| (34,652) | 46,694 |
Financial instruments not measured at fair value through profit or loss |
| (214,788) | 332,102 |
| (305,817) | 350,691 |
Other |
| 7,142 | 4,841 |
| 12,000 | 5,259 |
Exchange differences (net) |
| 2,754,665 | (2,806,469) |
| 6,220,274 | (2,254,625) |
Other operating income (expense) |
| 11,554 | (116,405) |
| (193,940) | (373,169) |
Total Income |
| 2,240,811 | 7,819,570 |
| 19,801,984 | 26,662,204 |
Administrative expenses | 12 | (3,633,326) | (3,519,919) |
| (10,525,596) | (10,168,085) |
Personnel expenses |
| (1,986,982) | (1,803,549) |
| (5,673,945) | (5,255,390) |
Other administrative expenses |
| (1,646,344) | (1,716,370) |
| (4,851,651) | (4,912,695) |
Depreciation and amortization |
| (358,961) | (371,132) |
| (1,166,666) | (989,053) |
Tangible assets |
| (266,237) | (237,775) |
| (781,024) | (625,361) |
Intangible assets |
| (92,724) | (133,357) |
| (385,642) | (363,692) |
Provisions (net) |
| (1,061,522) | (643,877) |
| (3,181,916) | (1,399,302) |
Impairment losses on financial assets (net) |
| (3,135,395) | (2,825,129) |
| (9,267,909) | (8,540,861) |
Loans and receivables | 4-b.2 | (3,135,395) | (2,818,078) |
| (9,084,787) | (8,540,681) |
Other financial instruments not measured at fair value through profit |
| - | (7,051) |
| (183,122) | (180) |
Impairment losses on other assets (net) |
| (299,471) | 8,506 |
| (1,242,949) | 11,480 |
Other intangible assets |
| (309,100) | 333 |
| (685,632) | (1,572) |
Other assets |
| 9,629 | 8,173 |
| (557,317) | 13,052 |
Gains (losses) on disposal of assets not classified as non-current assets held for sale | 753,941 | 49,307 |
| 780,838 | 75,824 | |
Gains (losses) on non-current assets held for sale not classified as discontinued operations | 8,120 | 5,887 |
| 74,494 | 10,591 | |
Operating Gains (Losses) Before Tax |
| (5,485,803) | 523,213 |
| (4,727,720) | 5,662,798 |
Income taxes |
| 7,203,088 | 799,802 |
| 13,014,702 | (1,383,523) |
Net Profit from Continuing Operations |
| 1,717,285 | 1,323,015 |
| 8,286,982 | 4,279,275 |
Profit attributable to the Parent |
| 1,691,369 | 1,312,905 |
| 8,256,672 | 4,220,764 |
Profit (loss) attributable to non-controlling interests |
| 25,916 | 10,110 |
| 30,310 | 58,511 |
5
| |
BANCO SANTANDER (BRASIL) S.A. | |
CONSOLIDATED INCOME STATEMENTS | |
Thousands of Brazilian Real, except for per share data |
|
| Note | 7/01 to |
| 7/01 to |
| 1/01 to | 1/01 to |
|
|
|
|
|
|
|
| |
Earnings Per Share (Brazilian Real) |
|
|
|
|
|
|
|
|
Basic earnings per 1,000 shares (Brazilian Real) |
|
|
|
|
|
|
|
|
Common shares |
|
| 213.91 |
| 157.45 |
| 1,043.46 | 517.74 |
Preferred shares |
|
| 235.30 |
| 173.20 |
| 1,147.81 | 569.51 |
Diluted earnings per 1,000 shares (Brazilian Real) |
|
|
|
|
|
|
|
|
Common shares |
|
| 213.86 |
| 152.29 |
| 1,043.25 | 517.58 |
Preferred shares |
|
| 235.25 |
| 167.52 |
| 1,147.57 | 569.34 |
Net Profit attributable - Basic (Brazilian Real) |
|
|
|
|
|
|
|
|
Common shares |
|
| 821,181 |
| 605,350 |
| 4,007,646 | 1,994,544 |
Preferred shares |
|
| 870,188 |
| 641,835 |
| 4,249,026 | 2,118,308 |
Net Profit attributable - Diluted (Brazilian Real) |
|
|
|
|
|
|
|
|
Common shares |
|
| 821,178 |
| 605,948 |
| 4,007,630 | 1,994,533 |
Preferred shares |
|
| 870,191 |
| 641,237 |
| 4,249,042 | 2,118,319 |
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - basic |
|
|
|
|
|
|
|
|
Common shares |
|
| 3,838,938 |
| 3,844,669 |
| 3,840,722 | 3,852,415 |
Preferred shares |
|
| 3,698,215 |
| 3,705,809 |
| 3,701,862 | 3,719,509 |
Weighted average shares outstanding - diluted |
|
|
|
|
|
|
|
|
Common shares |
|
| 3,839,717 |
| 3,978,952 |
| 3,841,501 | 3,853,588 |
Preferred shares |
|
| 3,698,994 |
| 3,827,884 |
| 3,702,641 | 3,720,682 |
The accompanying Notes and Appendix I are an integral part of these financial statements. |
6
BANCO SANTANDER (BRASIL) S.A. | ||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||||
Thousands of Brazilian Real | ||||||
7/01 to | 7/01 to | 1/01 to | 1/01 to | |||
Consolidated Profit for the Period |
| 1,717,285 | 1,323,015 |
| 8,286,982 | 4,279,275 |
Other comprehensive income which may be reclassified to net income: |
| (2,067,839) | 17,320 |
| (2,415,003) | 873,219 |
Available-for-sale financial assets | (2,031,267) | (129,266) | (2,336,528) | 669,111 | ||
Valuation adjustments |
| (3,320,716) | (194,673) |
| (3,620,130) | 1,103,312 |
Amounts transferred to income statement |
| 111,369 | (29,846) |
| (34,652) | (48,435) |
Income taxes |
| 1,178,080 | 95,253 |
| 1,318,254 | (385,766) |
Cash flow hedges | (36,571) | 146,586 | (78,475) | 204,108 | ||
Valuation adjustments |
| (127,996) | 256,421 |
| (298,682) | 336,019 |
Amounts transferred to income statement |
| 36,346 | - |
| 107,851 | 1,829 |
Income taxes |
| 55,079 | (109,835) |
| 112,356 | (133,740) |
Net investment hedge | (763,765) | (60,942) | (944,182) | 98,944 | ||
Net investment hedge |
| (1,272,941) | (101,569) |
| (1,573,637) | 164,907 |
Income taxes |
| 509,176 | 40,627 |
| 629,455 | (65,963) |
Exchange on investments Abroad | 763,764 | 60,942 | 944,182 | (98,944) | ||
Exchange on investments Abroad |
| 763,764 | 60,942 |
| 944,182 | (98,944) |
Other comprehensive income which may not be reclassified to net income: |
| 634,881 | 2,996 |
| 863,876 | 1,773 |
Defined Benefits plan | 634,881 | 2,996 | 863,876 | 1,773 | ||
Defined Benefits plan |
| 1,004,500 | 4,430 |
| 1,383,486 | 3,395 |
Income taxes |
| (369,619) | (1,434) |
| (519,610) | (1,622) |
Total Comprehensive Income | 284,327 | 1,343,331 | 6,735,855 | 5,154,267 | ||
|
|
|
|
|
| |
Attributable to the parent |
| 258,411 | 1,330,225 |
| 6,705,545 | 5,095,756 |
Attributable to non-controlling interests |
| 25,916 | 13,106 |
| 30,310 | 58,511 |
Total |
| 284,327 | 1,343,331 |
| 6,735,855 | 5,154,267 |
The accompanying Notes and Appendix I are an integral part of these financial statements. |
7
BANCO SANTANDER (BRASIL) S.A. | ||||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | ||||||||||||||||||||||||||||
Thousands of Brazilian Real | ||||||||||||||||||||||||||||
Stockholders´ Equity Attributable to the Parent | Non-controlling | Total Stockholders´ | ||||||||||||||||||||||||||
|
| Other Comprehensive Income | ||||||||||||||||||||||||||
Note | Share | Reserves | Treasury shares | Option for Acquisition of Equity Instrument | Profit | Dividends and | Total | Available-for-sale Financial Assets | Defined Benefits plan | Translation adjustments investment abroad | Gains and losses - Cash flow hedge and Investment | Total | ||||||||||||||||
Balances at December 31, 2013 |
| 62,634,585 |
| 17,673,134 |
| (291,707) |
| - |
| 5,723,494 |
| (2,400,000) |
| 83,339,506 |
| (471,947) |
| (1,332,261) |
| 702,168 |
| (871,265) |
| 81,366,201 |
| 289,101 |
| 81,655,302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
| - |
| - |
| - |
| - |
| 4,220,764 |
| - |
| 4,220,764 |
| 669,111 |
| 1,773 |
| (98,944) |
| 303,052 |
| 5,095,756 |
| 58,511 |
| 5,154,267 |
Appropriation of net profit |
| - |
| 5,723,494 |
| - |
| - |
| (5,723,494) |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Dividends and interest on capital |
| - |
| (2,400,000) |
| - |
| - |
| - |
| 1,560,000 |
| (840,000) |
| - |
| - |
| - |
| - |
| (840,000) |
| - |
| (840,000) |
Share based payment |
| - |
| 535 |
| - |
| - |
| - |
| - |
| 535 |
| - |
| - |
| - |
| - |
| 535 |
| - |
| 535 |
Treasury shares |
| - |
| - |
| (75,365) |
| - |
| - |
| - |
| (75,365) |
| - |
| - |
| - |
| - |
| (75,365) |
| - |
| (75,365) |
Results of treasury shares |
| - |
| (5,360) |
| - |
| - |
| - |
| - |
| (5,360) |
| - |
| - |
| - |
| - |
| (5,360) |
| - |
| (5,360) |
Capital restructuring |
| (5,828,201) |
| (185,310) |
| (32) |
| - |
| - |
| - |
| (6,013,543) |
| - |
| - |
| - |
| - |
| (6,013,543) |
| - |
| (6,013,543) |
Option for Acquisition of Equity Instrument |
| - |
| - |
| - |
| (950,000) |
| - |
| - |
| (950,000) |
| - |
| - |
| - |
| - |
| (950,000) |
| - |
| (950,000) |
Other |
| - |
| (14,970) |
| - |
| - |
| - |
| - |
| (14,970) |
| - |
| - |
| - |
| - |
| (14,970) |
| 63,083 |
| 48,113 |
Balances at September 30, 2014 |
| 56,806,384 |
| 20,791,523 |
| (367,104) |
| (950,000) |
| 4,220,764 |
| (840,000) |
| 79,661,567 |
| 197,164 |
| (1,330,488) |
| 603,224 |
| (568,213) |
| 78,563,254 |
| 410,695 |
| 78,973,949 |
Balances at December 31, 2014 |
| 56,806,384 |
| 20,594,135 |
| (445,501) |
| (950,000) |
| 5,630,023 |
| (1,530,000) |
| 80,105,041 |
| 73,292 |
| (1,881,350) |
| 701,987 |
| (695,850) |
| 78,303,120 |
| 380,173 |
| 78,683,293 |
Total comprehensive income | - | - | - | - | 8,256,672 | - | 8,256,672 | (2,336,528) | 863,876 | 944,182 | (1,022,657) | 6,705,545 | 30,310 | 6,735,855 | ||||||||||||||
Appropriation of net profit for the year |
| - |
| 5,630,023 |
| - |
| - |
| (5,630,023) |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Dividends and interest on capital | 11-b | - |
| (1,530,000) |
| - |
| - |
| - |
| (1,670,000) |
| (3,200,000) |
| - |
| - |
| - |
| - |
| (3,200,000) |
| - |
| (3,200,000) |
Share based payments | 13-a.1 | - |
| 187,341 |
| - |
| - |
| - |
| - |
| 187,341 |
| - |
| - |
| - |
| - |
| 187,341 |
| - |
| 187,341 |
Treasury shares | 11-c | - |
| - |
| (175,990) |
| - |
| - |
| - |
| (175,990) |
| - |
| - |
| - |
| - |
| (175,990) |
| - |
| (175,990) |
Results of treasury shares |
| - |
| (3,918) |
| - |
| - |
| - |
| - |
| (3,918) |
| - |
| - |
| - |
| - |
| (3,918) |
| - |
| (3,918) |
Capital restructuring | 11-d | - |
| - |
| (38) |
| - |
| - |
| - |
| (38) |
| - |
| - |
| - |
| - |
| (38) |
| - |
| (38) |
Option for Acquisition of Equity Instrument | 3-a | - |
| - |
| - |
| (67,000) |
| - |
| - |
| (67,000) |
| - |
| - |
| - |
| - |
| (67,000) |
| (240,000) |
| (307,000) |
Other | 11-a | 193,616 |
| (193,616) |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 245,397 |
| 245,397 |
Balances at September 30, 2015 |
| 57,000,000 |
| 24,683,965 |
| (621,529) |
| (1,017,000) |
| 8,256,672 |
| (3,200,000) |
| 85,102,108 |
| (2,263,236) |
| (1,017,474) |
| 1,646,169 |
| (1,718,507) |
| 81,749,060 |
| 415,880 |
| 82,164,940 |
The accompanying Notes and Appendix I are an integral part of these financial statements. |
8
BANCO SANTANDER (BRASIL) S.A. | |||||
CONSOLIDATED CASH FLOW STATEMENTS | |||||
Thousands of Brazilian Real | |||||
Note | 1/01 to 9/30/2015 | 1/01 to 9/30/2014 | |||
1. Cash Flows From Operating Activities |
|
|
|
|
|
Consolidated income for the period |
|
| 8,286,982 |
| 4,279,275 |
Adjustments to profit |
|
| (2,974,565) |
| 9,286,324 |
Depreciation of tangible assets |
|
| 781,024 |
| 625,361 |
Amortization of intangible assets |
|
| 385,642 |
| 363,692 |
Impairment losses on other assets (net) |
|
| 1,242,949 |
| (11,480) |
Provisions and Impairment losses on financial assets (net) |
|
| 12,449,825 |
| 9,940,163 |
Net Gains (losses) on disposal of tangible assets, investments and non-current assets held for sale | (855,332) |
| (86,415) | ||
Share of results of entities accounted for using the equity method |
| 6-a | (81,953) |
| (67,575) |
Changes in deferred tax assets and liabilities |
|
| (9,130,497) |
| (1,472,597) |
Other(1) |
|
| (7,766,223) |
| (4,825) |
Net (increase) decrease in operating assets |
|
| (76,626,151) |
| (48,343,343) |
Balance with the Brazilian Central Bank |
|
| (23,012,395) |
| (9,022,605) |
Financial assets held for trading |
|
| (1,423,137) |
| (22,778,803) |
Other financial assets at fair value through profit or loss |
|
| (1,429,763) |
| (230,700) |
Available-for-sale financial assets |
|
| 6,930,918 |
| 192,579 |
Loans and receivables |
|
| (44,565,586) |
| (16,557,624) |
Other assets |
|
| (13,126,188) |
| 53,810 |
Net increase (decrease) in operating liabilities |
|
| 77,910,446 |
| 40,390,742 |
Financial liabilities held for trading |
|
| 24,619,977 |
| 3,990,460 |
Financial liabilities at amortized cost |
|
| 52,156,023 |
| 35,952,812 |
Other liabilities |
|
| 1,134,446 |
| 447,470 |
Paid tax |
|
| (528,748) |
| (353,147) |
Total net cash flows from operating activities (1) |
|
| 6,067,964 |
| 5,259,851 |
2. Cash Flows From Investing Activities |
|
|
|
|
|
Investments |
|
| (1,251,636) |
| (1,123,395) |
Increase / Acquisition of Investments in associates |
|
| - |
| (2,270) |
Tangible assets |
| 7 | (566,378) |
| (695,561) |
Intangible assets |
|
| (685,258) |
| (425,564) |
Disposal |
|
| 1,286,039 |
| (989,118) |
Net cash received on disposal of Subsidiary |
|
| 857,830 |
| 50,437 |
Acquisition of subsidiary, less net cash on acquisition |
|
| 59 |
| (1,085,470) |
Tangible assets |
|
| 58,074 |
| 102,794 |
Non-Current Assets Held For Sale |
|
| 321,506 |
| - |
Dividends and interest on capital received |
|
| 48,570 |
| (56,879) |
Total net cash flows from investing activities (2) |
|
| 34,403 |
| (2,112,513) |
3. Cash Flows From Financing Activities |
|
|
|
|
|
Acquisition of own shares |
|
| (176,028) |
| (88,910) |
Reduction of capital |
| 11-d | - |
| (6,000,000) |
Issuance of Debt Instruments Eligible to Compose Capital |
| 11-d | - |
| 6,000,000 |
Issuance of other long-term liabilities |
| 9-b.3 | 60,353,823 |
| 35,206,951 |
Dividends paid and interest on capital |
|
| (963,302) |
| (2,087,761) |
Payments of subordinated liabilities |
| 9-b.4 | (216,075) |
| (2,298,809) |
Payments of other long-term liabilities |
| 9-b.3 | (48,686,197) |
| (34,374,157) |
Payments of Debt Instruments Eligible to Compose Capital |
| 9-b.5 | (506,326) |
| (218,831) |
Net increase (decrease) in non-controlling interests |
|
| 245,397 |
| 63,082 |
Total net cash flows from financing activities (3) |
|
| 10,051,292 |
| (3,798,435) |
Net Increase (decrease) in Cash (1+2+3) |
|
| 16,153,659 |
| (651,097) |
Cash and cash equivalents at beginning of period |
|
| 23,399,970 |
| 37,988,003 |
Cash and cash equivalents at end of period |
|
| 39,553,629 |
| 37,336,906 |
Cash and cash equivalents components |
|
|
|
|
|
Cash |
|
| 8,780,838 |
| 3,544,206 |
Loans and other |
|
| 30,772,791 |
| 33,792,700 |
Total of cash and cash equivalents |
|
| 39,553,629 |
| 37,336,906 |
Non-cash transactions |
|
|
|
|
|
Foreclosured loans and other assets transferred to non-current assets held for sale |
| 136,274 |
| 436,081 | |
Dividends and interest on capital declared but not paid |
| 11-b | 3,050,000 |
| 220,000 |
Supplemental information |
|
|
|
|
|
Interest received |
|
| 51,066,822 |
| 42,811,388 |
Interest paid |
|
| 26,851,896 |
| 22,083,303 |
(1) On September 2015, includes, mainly, the effect mentioned in note 10.b-1. | |||||
The accompanying Notes and Appendix I are an integral part of these financial statements. |
9
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), indirectly controlled by Banco Santander, S.A., with headquarters in Spain (Banco Santander Spain), is the lead institution of the financial and non-financial group (Conglomerate Santander) with the Central Bank of Brazil (Bacen), established as a corporation, with main office at Avenida Presidente Juscelino Kubitschek, 2041 e 2235 - Bloco A - Vila Olímpia - São Paulo - SP. Banco Santander operates as a multiple bank and through its subsidiaries carries out its operations through two segments (note 14): Commercial Banking and Global Wholesale Banking, which operates with commercial, investment, credit and financing and exchange, mortgage lending, leasing, credit cards and securities brokerage. Its operations are conducted as part of a set of institutions that operate on integrated financial markets and capital. |
The consolidated interim financial statements for the period ended on September 30, 2015 were authorized for issue by the Board of directors at the meeting held on October 27, 2015. |
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, from 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, this should be read together with the Bank’s consolidated financial statements for the year ended December 31, 2014. 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 all standards and interpretations that became effective up to January 1, 2015. The following standards and interpretations is applicable to the Bank and had no effect on the financial statements: |
• IAS 19 (R1) – Employee benefits – the entity shall consider the contribution of employees and third parties in accounting for defined benefit plans. |
Standards and interpretations that will come into force after September 30, 2015 |
• IFRS 9, Financial Instruments (mandatory for annual reporting periods beginning on or after 1 January 2018) issued in July 2014, will replace IAS 39 Financial Instruments: Recognition and Measurement in its entirety.IFRS 9 differs significantly with respect to: |
I. Classification and measurement: The financial assets and financial liabilities: Financial assets are classified on the basis of the business model within which they are held and their contract cash flow characteristics. Thus, the IASB created three categories based on the business model, which are "amortized cost", "fair value through other comprehensive income" and "fair value through profit or loss". For financial liabilities, the requirements related to the fair value option were changed to address own credit risk, in which the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk shall be presented in other comprehensive income. |
II. Impairment methodology: The IASB added the impairment requirements relating to the accounting for an entity’s expected credit losses on its financial assets and commitments to extend credit. Those requirements eliminate the threshold that was in IAS 39 for recognition of credit losses. Under the impairment approach in IFRS 9 it is no longer necessary for a credit event to have occurred before credit losses are recognized. Instead, an entity always accounts for expected credit losses, and changes in those expected credit losses. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition and, consequently, more timely information is provided about expected credit losses. |
III. Hedge accounting: These requirements align hedge accounting more closely with risk management, establish a more principle-based approach to hedge accounting and address inconsistencies and weaknesses in the hedge accounting model in IAS 39. The three existing hedge accounting categories in IAS 39 were maintained (which are “fair value hedge”, “cash flow hedge” and “hedge of a net investment in a foreign operation”). |
The adoption of this IFRS will affect the consolidated financial statements with respect to the current classification of financial instruments and the current impairment methodology, which is based on recognition of incurred credit losses. |
• IFRS 15 - Revenue from Contracts with Customers: The standard was issued in May 2014 and applies to an annual reporting period beginning on or after January 1, 2017. The standard specifies how and when an IFRS reporter will recognize revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard provides a single, principles-based, five-step model to be applied to all contracts with customers. The Bank is currently assessing the impact of the standard upon its adoption. |
IFRS 11 - Business Jointly - The amendment establishes accounting methods for the acquisition of joint ventures and joint operations which constitute an business, as established methodology in IFRS 3 - Business Combinations. Effective for years beginning on January 1, 2016 and early adoption is permitted by the IASB. The impact of this amendment will be due only if there is the acquisition of joint control. |
Amendment to IAS 16 - Tangible assets and IAS 38 Intangible Assets - The amendment clarifies the principle basis for depreciation and amortization as the expected pattern of consumption of future economic benefits of the asset. Effective for years beginning on January 1, 2016 and early adoption is permitted by the IASB. The possible impacts of the adoption of this change are being evaluated and will be completed by the date of entry into force of regulation. |
10
Amendments to IAS 27, Equity Method in Separate Financial Statements (obligatory for annual reporting periods beginning on or after 1 January 2016, early application permitted) - These amendments permit the use of the equity method as an option in the separate financial statements of an entity for accounting for investments in subsidiaries, joint ventures and associates. |
Amendments to IFRS 10 and IAS 28, Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (obligatory for annual reporting periods beginning on or after 1 January 2016, early application permitted) - These amendments establish that a gain or loss must be recognized for the full amount when the transaction involves assets that constitute a business (whether the business is housed in a subsidiary or not). When the transaction involves assets that do not constitute a business, a partial gain or loss is recognized, even if these assets are recorded in a subsidiary. |
c) Estimates made |
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 best estimates undertaken in accordance with the applicable standard. |
In the consolidated financial statements estimates were made by the management of the Bank and of the consolidated entities in order to quantify certain assets, liabilities, income, expenses, and disclosure notes. |
The main estimates are further discussed on the December 31, 2014, 2013 and 2012 consolidated financial statements. In the period ended on September 30, 2015 there were no significant changes in the estimates made at 2014 year-end besides those indicated in these interim financial statements. |
d) Provisions, Contingent assets and liabilities |
Note 2 to the Bank's consolidated financial statements for the year ended December 31, 2014, 2013 and 2012 includes information on the contingent assets and liabilities. There were no significant changes in the Bank’s contingent assets and liabilities between December 31, 2014 and these interim financial statements' reporting date of September 30, 2015. |
e) Comparative information |
These interim financial statements include the comparable interim period of September 30, 2014 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 also provided as of December 31, 2014. |
f) 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 nine-month period ended September 30, 2015. |
g) 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.(Note 16-a) |
h) 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. |
i) Functional and presentation currency |
The consolidated interim financial statements of Banco Santander are presented in Brazilian Real, the functional and presentation currency of these statements. |
For each subsidiary, entity under joint control and investment in an unconsolidated 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”. |
11
j) Funding, debt notes issued and other liabilities |
Funding debt rates and other liabilities 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 issue of "Notes" must be registered at specific account liabilities and updated according to the agreed rates and adjusted by the effect of 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 9-b.5 and 11-d. |
k) Measurement of financial assets and liabilities and recognition of fair value changes |
In general, financial assets and liabilities are initially recognized at fair value which, in the absence of evidence to the contrary, is deemed to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial instruments not measured at fair value through profit or loss, are adjusted by the transaction costs. Financial assets and liabilities are subsequently measured at each year-end as follows: |
Valuation techniques |
Fair value measurements using a fair value hierarchy that reflects the model used in the measurement process. |
Level 1: Financial instruments at fair value, determined on the basis of public price quotations in active markets, include government debt securities, private-sector debt securities, securitized assets, shares, short positions and fixed-income securities issued. |
Level 2: Fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). |
Level 3: Fair value measurements 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 September 30, 2015 and December 31, 2014 classified based on several measurement methods adopted by the Bank to determine fair value: |
12
|
| 9/30/2015 | ||||||
Thousands of Real | Level 1 |
Level 2 | Level 3 | Total | ||||
Financial assets held for trading |
| 51,228,361 |
| 6,202,666 |
| 5,713 |
| 57,436,740 |
Debt instruments |
| 36,467,035 |
| 688,975 |
| - |
| 37,156,010 |
Equity instruments |
| 392,793 |
| 207,817 |
| 5,713 |
| 606,323 |
Trading derivatives |
| 14,368,533 |
| 5,305,874 |
| - |
| 19,674,407 |
Other financial assets at fair value through profit or loss |
| 1,363,823 |
| 262,865 |
| 616,647 |
| 2,243,335 |
Debt instruments |
| 1,348,575 |
| 88,863 |
| - |
| 1,437,438 |
Equity instruments |
| 15,248 |
| 174,002 |
| 616,647 |
| 805,897 |
Available-for-sale financial assets |
| 55,039,223 |
| 11,446,937 |
| 831,407 |
| 67,317,567 |
Debt instruments |
| 54,799,897 |
| 11,389,533 |
| - |
| 66,189,430 |
Equity instruments |
| 239,326 |
| 57,404 |
| 831,407 |
| 1,128,137 |
Hedging derivatives (assets) |
| 1,235,956 |
| 4,077 |
| - |
| 1,240,033 |
Financial liabilities held for trading |
| 40,498,572 |
| 3,691,196 |
| - |
| 44,189,768 |
Trading derivatives |
| 24,028,668 |
| 3,691,196 |
| - |
| 27,719,864 |
Short positions |
| 16,469,904 |
| - |
| - |
| 16,469,904 |
Hedging derivatives (liabilities) |
| 2,292,692 |
| 78,586 |
| - |
| 2,371,278 |
|
| 12/31/2014 | ||||||
Thousands of Real |
| Level 2 | Level 3 | Total | ||||
Financial assets held for trading |
| 53,609,580 |
| 2,394,494 |
| 9,529 |
| 56,013,603 |
Debt instruments |
| 46,491,597 |
| 615,213 |
| - |
| 47,106,810 |
Equity instruments |
| 293,634 |
| 88,493 |
| 9,529 |
| 391,656 |
Trading derivatives |
| 6,824,349 |
| 1,690,788 |
| - |
| 8,515,137 |
Other financial assets at fair value through profit or loss |
| 18,091 |
| 227,172 |
| 751,431 |
| 996,694 |
Debt instruments |
| - |
| 93,900 |
| - |
| 93,900 |
Equity instruments |
| 18,091 |
| 133,272 |
| 751,431 |
| 902,794 |
Available-for-sale financial assets |
| 55,258,281 |
| 19,328,573 |
| 577,488 |
| 75,164,342 |
Debt instruments |
| 54,380,246 |
| 19,130,453 |
| - |
| 73,510,699 |
Equity instruments |
| 878,035 |
| 198,120 |
| 577,488 |
| 1,653,643 |
Hedging derivatives (assets) |
| 128,106 |
| 84,446 |
| - |
| 212,552 |
Financial liabilities held for trading |
| 18,308,961 |
| 1,260,830 |
| - |
| 19,569,791 |
Trading derivatives |
| 7,023,531 |
| 1,260,830 |
| - |
| 8,284,361 |
Short positions |
| 11,285,430 |
| - |
| - |
| 11,285,430 |
Hedging derivatives (liabilities) |
| 808,953 |
| 84,949 |
| - |
| 893,902 |
The following table shows the changes that occurred during the period of December 31, 2014 and the third quarter of 2015 for level 3: |
In thousand of Real | Fair Value |
| Gains/ losses (Realized-Not Realized) | Transfers to Level 3 |
| Additions / Low |
| Fair value | |
Financial assets held for trading | 9,530 |
| (488) | - |
| (3,329) |
| 5,713 | |
Other financial assets at fair value through profit or loss | 751,430 |
| (134,783) | - |
| - |
| 616,647 | |
Available-for-sale financial assets | 577,489 |
| 3,643 | 263,500 |
| (13,225) |
| 831,407 | |
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)”. | |||||||||
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 equity until the related assets are write-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”). |
13
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, 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. | |||||||||||||||||
l) Income Tax (IRPJ) and Social Contribution on Net Income (CSLL) | |||||||||||||||||
IRPJ is calculated at the rate of 15% plus a surtax of 10% applied on income,after adjustments determined by tax legislation. The Social Contribution Tax on Net Profit (CSLL) is calculated at the rate of 20% to financial institutions, insurance companies and capitalization (15% until August/2015) and 9% for other companies, levied on profit, after adjustmentsrequired by tax legislation. The CSLL rate applicable to financial institutions, legal entities of private insurance and capitalization was raised from 15% to 20% for the period between September,1 2015 and December, 31 2018, in the terms of the current law 13.169/2015 (result of the conversion into law of Provisory Measure 675/2015). | |||||||||||||||||
The expense for corporate income tax is recognized in the consolidated income statement, except when it results from a transaction recognized directly in equity, in which case the tax effect is also recognized in equity. | |||||||||||||||||
The current income tax expense is calculated as the sum of the current tax resulting from application of the appropriate tax rate to the taxable profit for the year (net of any deductions allowable for tax purposes), and of the changes in deferred tax assets and liabilities recognized in the consolidated income statement. | |||||||||||||||||
“Tax assets” includes the amount of all tax assets, which are broken down into “current” amounts of tax to be recovered within the next twelve months and “deferred” amounts of tax to be recovered in future years, including those arising from unused tax losses or tax credits. | |||||||||||||||||
“Tax liabilities” includes the amount of all tax liabilities (except provisions for taxes), which are broken down into “current” amount payable in respect of the income tax on the taxable profit for the year and other taxes in the next twelve months and “deferred” the amount of income tax payable in future years. | |||||||||||||||||
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 carryforwards. These amounts are measured at the tax rates that are expected to apply 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 the deferred tax assets can be utilized, and the deferred tax assets 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 carryforwards) are only recognized if it is considered probable that the consolidated entities will have sufficient future taxable profits against which they can be utilized. | |||||||||||||||||
Due to the change in social contribution tax rate of the group companies made the remeasurement of its deferred tax assets and liabilities at the rates applicable to the period in which estimates the realization of assets and settlement of the liability. | |||||||||||||||||
According to the provisions of current regulations, the tax credits are recognized to the extent that it is probable recovery in base to the generation of future taxable income and is based on a technical study. | |||||||||||||||||
2. Basis of consolidation | |||||||||||||||||
Appendix I includes relevant information on the Bank companies that were consolidated. Similar information regarding companies accounted for under the equity method by the Bank is provided in Note 6. | |||||||||||||||||
14
3. Change in the scope of consolidation | |||||
a) Investment Agreement between Banco Santander and Banco Bonsucesso S.A. (Banco Bonsucesso) | |||||
On July 30, 2014 Banco Santander, through its controlled company Aymoré CFI, and Banco Bonsucesso entered into an Investment Agreement whereby agreed to form an association in payroll credit card loan segment and payroll loans (Banco Bonsucesso Consignado). | |||||
On February 10, 2015, with the approval of the BACEN, the transaction was completed and Banco Santander, through Aymoré CFI, became the controlling shareholder of Banco Bonsucesso Consignado, with 60% of the total and voting capital through an investment of R$460 million. Banco Bonsucesso remained with the remaining portion of the share capital (40%). | |||||
The allocation of the purchase price (Purchase Price Allocation - PPA) shown below was made based on estimates and may be updated within the measurement period (12 months after the completion of the transaction). | |||||
Summary of established values: | |||||
Capital increase by Aymoré CFI | 460,000 | ||||
(+) Non-controlling Interest(1) | 240,000 | ||||
(-) Net assets at fair value(2) | (600,000) | ||||
Goodwill | 100,000 | ||||
(1) Non-controlling interests were initially measured at R$240 million (proportional value of the identifiable net assets of the investee recognized). | |||||
(2) Includes capital contribution of R$460 million made by Aymoré CFI. | |||||
|
| ||||
Summarized Balance Sheet at January 31, 2015 | |||||
Available-for-Sale Financial Assets |
|
|
|
| 121,468 |
Loans and Receivables |
|
|
|
| 508,147 |
Others Assets |
|
|
|
| 374,151 |
Total assets |
|
|
|
| 1,003,766 |
Financial liabilities at amortized cost |
|
|
|
| 466,162 |
Others liabilities |
|
|
|
| 397,604 |
Stockholders Equity |
|
|
|
| 140,000 |
Total liabilities |
|
|
|
| 1,003,766 |
Banco Bonsucesso Consignado has become the exclusive vehicle of Banco Bonsucesso and its affiliates for the pay roll credit supply in Brazil and should consolidate existing payroll loans at Banco Santander and Banco Bonsucesso, in accordance with the association. Banco Santander will continue to originate from payroll loans through their own channels independently. | |||||
In the operation context, it was granted between institutions a put option (right of Banco Bonsucesso to sell) and purchase (right of Banco Santander acquisition), relating to the shares held by Banco Bonsucesso, equivalent to 40% of capital of this company. According IAS 32, it was recognized a financial liability for the amount of R$307 million by the commitment made in relation to the put option, accounted in Shareholders' Equity in the amount of R$67 million, and Non-Controlling Interests in the amount of R$240 million. | |||||
b) Merger of Getnet Tecnologia em Captura e Processamento de Transações H.U.A.H. S.A. (Getnet) into Getnet Adquirencia e Serviços para Meios de Pagamento S.A. (current corporate name of Santander Getnet) | |||||
Banco Santander announced to the market on April 7, 2014, the company's purchase of Getnet ("Transaction"), through its subsidiary SGS, partner of Banco Santander in the development of the activities of acquiring and processing debit and credit cards payments. | |||||
At the EGM held on July 31, 2014, the capital increase of SGS of R$1,173,503 was approved, from the current R$16,000 to R$1,189,503 through the issuance of 53,565,000 new common shares, nominative and without par value, fully subscribed and paid by Banco Santander as follows: R$1,156,263 in local currency and R$17,240 in through the carrying amount, by Banco Santander of 5,300 common shares without par value issued by the iZettle Brazil Payment Services SA to the capital of SGS, which raised the share of Banco Santander from in Getnet S.A. 50.0% to 88.5%. | |||||
On July 31, 2014, SGS acquired all the shares of Getnet. The purchase price amounted to R$1,156.3 million (R$1,089.1 million paid e R$67.2 million payable), and intangible assets was estimated at R$1,064.5 million. On December 31, 2014, with the completion of the study of Purchase Price Allocation (PPA), the intangible assets amounted to R$1,039.3 million. | |||||
In accordance with IFRS 3 – Business Combination, it reflects the purchase accounting adjustments determined at the acquisition date, based on the book collection on July 31, 2014, corresponding to a gain in fixed assets in the amount of R$48,882.The balance on December 31, 2014 is R$74,064. | |||||
The initial accounting of the PPA was made, as summarized below: | |||||
Summary of cleared values | |||||
Stockholders’ Equity on July 31, 2014 | 42,895 | ||||
Added value of assets(1) | 74.064 | ||||
Adjusted accounting value | 116.959 | ||||
Purchase Price | 1,156,263 | ||||
Goodwill | 1,039,304 | ||||
(1) Recorded under Tangible Assets. | |||||
At the EGM held on August 31, 2014 was approved the merger of SGS Getnet under "Private Instrument of Protocol and Justification of Merger of the Getnet S.A. - (Protocol)" of August 29, 2014 (Merger). | |||||
15
The implementation of the Merger represents an important step in the simplification, consolidation and integration of capture and processing of operations activities of electronic payments Group Santander in Brazil, allowing for the consolidation for all commercial, financial and accounting purposes. | ||||||||||||
By the Protocol, Getnet SA received the book value of all assets, rights and obligations of Getnet totaling R$42,895 which was extinguished and succeeded by Getnet SA in all their rights and obligations. In view that all the shares issued by Getnet are the property of Getnet SA, there was no increase in the share capital of Getnet SA following the approval of the Merger, so the net assets of Getnet was registered in Getnet SA in return of the investment account. | ||||||||||||
The context of the transaction, Banco Santander has granted to the minority shareholders of Getnet SA a put option over shares of Getnet SA held by them equivalent to 11.5% of the total capital of the company. As set out in IAS 32, was recognized for the commitment made, as counterpart to a specific account in stockholders' equity in the amount of R$950 million. | ||||||||||||
On August 31, 2014, the SGS shareholders also approved the change of the name of SGS to Getnet S.A. | ||||||||||||
c) Sale of Santander Securities Services Brasil DTVM S.A. (new denomination of CRV Distribuidora de Títulos e Valores Mobiliários S.A.) | ||||||||||||
On June 19, 2014, preliminary documents were executed containing the main terms and conditions related to the sale of the operation of qualified custody business, currently performed by Banco Santander, and all of the shares issued by Santander Securities Services Brasil Distribuidora de Títulos e Valores Mobiliários S.A. | ||||||||||||
The operation fits into the context of a global strategic partnership between Banco Santander Spain and a group led by Warburg Pincus LLC in qualified custody activity in Spain, Brazil and Mexico. | ||||||||||||
On August 31, 2015 the sales transaction of the qualified custody business, with the sale of all shares of Santander Securities Services Brazil Distribuidora de Títulos e Valores Mobiliários S.A. to Santander Securities Services Brasil Participações S.A., indirectly controlled by Banco Santander, S.A. was concluded at the amount of R$ 859 million, according to was informed to the market on June 19, 2014. | ||||||||||||
The transaction generated a gain of R$ 750,550 before taxes, recorded in the caption Result on disposal of assets not classified as non-current assets held for sale. | ||||||||||||
4. Financial assets | ||||||||||||
a) Breakdown by Category | ||||||||||||
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 September 30, 2015 and December 31, 2014 is as follows: | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9/30/2015 | ||||||||
Financial Assets Held for Trading | Other Financial Assets 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 |
| - |
| - |
| - |
| - |
| 53,031,485 |
| 53,031,485 |
Of which: |
|
|
|
|
|
|
|
|
|
|
|
|
Loans and amounts due from credit institutions, gross | - |
| - |
| - |
| - |
| 53,204,678 |
| 53,204,678 | |
Impairment losses (note 4-b.2) |
| - |
| - |
| - |
| - |
| (173,193) |
| (173,193) |
Loans and advances to customers |
| - |
| - |
| - |
| - |
| 254,108,804 |
| 254,108,804 |
Of which: |
|
|
|
|
|
|
|
|
|
|
|
|
Loans and advances to customers, gross(1) |
| - |
| - |
| - |
| - |
| 269,364,745 |
| 269,364,745 |
Impairment losses (note 4-b.2) |
| - |
| - |
| - |
| - |
| (15,255,941) |
| (15,255,941) |
Debt instruments |
| 37,156,010 |
| 1,437,438 |
| 66,189,430 |
| - |
| 11,119,462 |
| 115,902,340 |
Equity instruments |
| 606,323 |
| 805,897 |
| 1,128,137 |
| - |
| - |
| 2,540,357 |
Trading derivatives |
| 19,674,407 |
| - |
| - |
| - |
| - |
| 19,674,407 |
Held to maturity investments |
| - |
| - |
| - |
| 10,416,005 |
| - |
| 10,416,005 |
Total |
| 57,436,740 |
| 2,243,335 |
| 67,317,567 |
| 10,416,005 |
| 318,259,751 |
| 455,673,398 |
|
|
|
| 12/31/2014 | ||||||||
Financial Assets Held for Trading | Other Financial Assets at Fair Value through Profit or Loss | Available-for-Sale Financial Assets | Loans and Receivables | Total | ||||||||
Loans and amounts due from credit institutions |
|
|
| - |
| - |
| - |
| 28,917,397 |
| 28,917,397 |
Of which: |
|
|
|
|
|
|
|
|
|
|
|
|
Loans and amounts due from credit institutions, gross |
| - |
| - |
| - |
| 29,059,676 |
| 29,059,676 | ||
Impairment losses (note 4-b.2) |
|
|
| - |
| - |
| - |
| (142,279) |
| (142,279) |
Loans and advances to customers |
|
|
| - |
| - |
| - |
| 235,690,349 |
| 235,690,349 |
Of which: |
|
|
|
|
|
|
|
|
|
|
|
|
Loans and advances to customers, gross(1) |
|
|
| - |
| - |
| - |
| 249,110,881 |
| 249,110,881 |
Impairment losses (note 4-b.2) |
|
|
| - |
| - |
| - |
| (13,420,532) |
| (13,420,532) |
Debt instruments |
|
|
| 47,106,811 |
| 93,900 |
| 73,510,698 |
| - |
| 120,711,409 |
Equity instruments |
|
|
| 391,656 |
| 902,794 |
| 1,653,644 |
| - |
| 2,948,094 |
Trading derivatives |
|
|
| 8,515,136 |
| - |
| - |
| - |
| 8,515,136 |
Total |
|
|
| 56,013,603 |
| 996,694 |
| 75,164,342 |
| 264,607,746 |
| 396,782,385 |
(1) On September 30, 2015, the amount recorded in “Loans and advances to customers” related to loan portfolio assigned is R$213,459 (12/31/2014 – R$262,515), and R$201,764 (12/31/2014 – R$242,024) of “Other financial liabilities - Financial Liabilities Associated with Assets Transfer”. | ||||||||||||
16
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, 2014, changes in the carrying amounts of financial assets and liabilities are recognized in the consolidated income statement. Except in the case of available-for-sale financial assets, 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 “Other Comprehensive Income” and are reclassified, for the cumulative amount at that date, to the consolidated income statement. | ||||
On September 30, 2015 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. | ||||
b.2) Loans and receivables | ||||
The changes in the balance of the allowances for impairment losses on the assets included under “Loans and Receivables” in the nine-months periods ended September 30, 2015 and 2014 were as follows: | ||||
|
|
| ||
1/01 to 9/30/2015 | 1/01 to 9/30/2014 | |||
Balance at beginning of the period | 13,562,811 |
| 13,640,545 | |
Impairment losses charged to income for the period – Loans and receivables | 9,582,095 |
| 9,161,328 | |
Write-off of impaired balances against recorded impairment allowance | (7,715,772) |
| (9,131,931) | |
Balance at end of the period | 15,429,134 |
| 13,669,942 | |
Recoveries of loans previously charged off | 497,308 |
| 620,647 | |
Considering these amounts recognized in “Impairment losses charged to income” and the "Recoveries of loans previously charged off", the "Impairment losses on financial assets - Loans and receivables” amounted to R$9,084,787 and R$8,540,681 in the nine-months periods ended September 30, 2015 and 2014, respectively. | ||||
c) Impaired assets | ||||
Detail of the changes in the balance of the financial assets classified as "Loans and Receivables" considered to be impaired due to credit risk in the nine-months periods ended September 30, 2015 and 2014 is as follows: | ||||
|
|
| ||
1/01 to 9/30/2015 | 1/01 to 9/30/2014 | |||
Balance at beginning of the period | 14,011,226 |
| 14,021,777 | |
Net additions |
| 10,317,025 |
| 9,834,771 |
Write-off of impaired balances against recorded impairment allowance | (7,715,772) |
| (9,131,931) | |
Balance at end of the period | 16,612,479 |
| 14,724,617 | |
5. Non-current assets held for sale | ||||
Non-current assets held for sale includes foreclosed assets and other tangible assets. | ||||
On September 30, 2014 based on the sale plan, investments in Wind Energy entities were transferred for this heading whose current condition is highly likely; as approved by the Directors of Banco Santander, in compliance with required by IFRS 5. On March 23, 2015, Santander Participações S.A. sold its entire stake in Santos Energy Participações S.A. to Inversiones Global Capital, S.A., a company indirectly controlled by Santander Spain, in the total amount of R$ 127,012. On the same date Santander Participações S.A. sold all of its interest in the Special Purpose Companies Gestamp Eólica Serra de Santana S.A., Gestamp Eólica Paraíso S.A., Gestamp Eólica Lanchinha S.A., Gestamp Eólica Seridó S.A. e Gestamp Eólica Lagoa Nova S.A. to ICG do Brazil S.A., a company indirectly controlled by Santander Spain, in the total amount of R$ 120,000. On September 30, 2015, the total of non-current assets held for sale is R$233,583 and the values of liabilities directly associated with non-current assets held for sale are R$1,197. | ||||
6. 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 | ||||
Banco Santander considers investments classified as significant influence when the Bank is empowered to elect members to the Executive Board. | ||||
17
a) Breakdown | ||||||||||
|
|
|
|
|
|
|
| Participation % | ||
Jointly Controlled by Banco Santander |
| Activity |
| Country |
|
|
| 9/30/2015 |
| 12/31/2014 |
Companhia de Crédito, Financiamento e Investimento RCI Brasil |
| Financial |
| Brazil |
|
|
| 39.89% |
| 39.89% |
Norchem Participações e Consultoria S.A.(1) |
| Other Activities |
| Brazil |
|
|
| 50.00% |
| 50.00% |
Cibrasec - Companhia Brasileira de Securitização(1) |
| Securitization |
| Brazil |
|
|
| 13.64% |
| 13.64% |
Estruturadora Brasileira de Projetos S.A. - EBP(1) |
| Other Activities |
| Brazil |
|
|
| 11.11% |
| 11.11% |
|
|
|
|
|
|
|
|
|
|
|
Jointly Controlled by Santander S.A. Serviços Técnicos, Administrativos e de Corretagem de Seguros (Santander Serviços) |
|
|
|
|
|
|
| |||
Webmotors S.A.(5) |
| Other Activities |
| Brazil |
|
|
| 70.00% |
| 70.00% |
Tecnologia Bancária S.A. - TECBAN(1)(3) |
| Other Activities |
| Brazil |
|
|
| 19.81% |
| 19.81% |
|
|
|
|
|
|
|
|
|
|
|
Jointly Controlled by Santander Getnet |
|
|
|
|
|
|
|
|
|
|
iZettle do Brasil Meios de Pagamento S.A. ("iZettle do Brasil”) (1) (4) |
| Other Activities |
| Brazil |
|
|
| 50.00% |
| 50.00% |
Significant Influence of Banco Santander |
|
|
|
|
|
|
|
|
|
|
Norchem Holding e Negócios S.A.(1) |
| Other Activities |
| Brazil |
|
|
| 21.75% |
| 21.75% |
|
|
|
|
|
| Investments | ||||
9/30/2015 | 12/31/2014 | |||||||||
Jointly Controlled by Banco Santander |
|
|
|
|
| 582,384 | 545,110 | |||
Companhia de Crédito, Financiamento e Investimento RCI Brasil |
|
|
| 542,444 |
| 502,894 | ||||
Norchem Participações e Consultoria S.A. |
|
|
| 23,110 |
| 23,739 | ||||
Cibrasec - Companhia Brasileira de Securitização(1) |
|
|
| 10,306 |
| 10,236 | ||||
Estruturadora Brasileira de Projetos S.A. - EBP(1) |
|
|
| 6,524 |
| 8,241 | ||||
|
|
|
|
|
|
|
|
|
|
|
Jointly Controlled by Santander Serviços |
|
|
| 483,917 |
| 458,444 | ||||
Webmotors S.A.(5) |
|
|
|
|
|
|
| 345,721 |
| 327,615 |
Tecnologia Bancária S.A. - TECBAN(1)(3) |
|
|
|
|
|
|
| 138,196 |
| 130,829 |
|
|
|
|
|
|
|
|
|
| |
Jointly Controlled by Santander Getnet |
|
|
| - |
| 491 | ||||
iZettle do Brasil(1) (4) |
|
|
|
|
|
|
| - |
| 491 |
|
|
|
|
|
|
|
|
|
|
|
Significant Influence of Banco Santander |
|
|
|
|
|
| 19,067 |
| 19,416 | |
Norchem Holding e Negócios S.A.(1) |
|
|
|
|
|
|
| 19,067 |
| 19,416 |
Total |
|
|
|
|
|
|
| 1,085,368 |
| 1,023,461 |
|
|
|
|
|
|
|
| Results of Investments | ||
7/01 to 9/30/2015 | 7/01 to 9/30/2014 | 1/01 to 9/30/2015 | 1/01 to 9/30/2014 | |||||||
Jointly Controlled by Banco Santander | 17,134 | 19,849 |
| 55,906 |
| 32,924 | ||||
Companhia de Crédito, Financiamento e Investimento RCI Brasil |
| 16,301 |
| 23,044 |
| 55,881 |
| 43,326 | ||
Norchem Participações e Consultoria S.A. (1) |
| 509 |
| 287 |
| 1,421 |
| 1,059 | ||
Cibrasec - Companhia Brasileira de Securitização(1) |
| 370 |
| (5) |
| 321 |
| 97 | ||
Estruturadora Brasileira de Projetos S.A. - EBP(1) |
| (46) |
| (86) |
| (1,717) |
| (2,685) | ||
BW Guirapá I S.A.(2) |
|
| - |
| (3,391) |
| - |
| (8,873) | |
|
|
|
|
|
|
|
|
|
|
|
Jointly Controlled by Santander Serviços | 8,504 |
| 12,022 |
| 25,473 |
| 35,073 | |||
Webmotors S.A.(5) | 7,727 |
| 5,259 |
| 18,106 |
| 16,781 | |||
Tecnologia Bancária S.A. - TECBAN (1)(3) | 777 |
| 6,763 |
| 7,367 |
| 18,292 | |||
|
|
|
|
|
|
|
|
|
|
|
Jointly Controlled by Santander Getnet |
|
|
| - |
| (1,378) |
| (491) |
| (1,378) |
iZettle do Brasil(1) (4) |
|
|
| - |
| (1,378) |
| (491) |
| (1,378) |
|
|
|
|
|
|
|
|
|
|
|
Significant Influence of Banco Santander |
|
|
| 364 |
| 254 |
| 1,065 |
| 956 |
Norchem Holding e Negócios S.A.(1) |
| 364 |
| 254 |
| 1,065 |
| 956 | ||
Total |
|
|
| 26,002 |
| 30,747 |
| 81,953 |
| 67,575 |
18
b) Changes | ||||||||||||
The changes in the balance of this item in the periods ended September 30, 2015 and 2014 were as follows: | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| Jointly Controlled by Banco Santander |
|
| 1/01 to 9/30/2015 |
| 1/01 to | ||||||
| Balance at beginning of period |
|
|
|
|
|
|
|
| 1,004,044 |
| 947,992 |
| Change in the scope of consolidation(2) |
|
|
|
|
|
|
|
| - |
| 8,874 |
| Income from companies accounted for by the equity method |
|
|
|
|
|
|
|
| 80,888 |
| 66,619 |
| Addition |
|
|
| - |
| 2,270 | |||||
| Capital gains |
|
|
|
|
|
|
|
| - |
| 368 |
| Dividends proposed/received |
|
|
| (18,631) |
| (20,509) | |||||
| Other |
|
|
|
|
|
|
|
| - |
| 10 |
| Balance at end of period | 1,066,301 | 1,005,624 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant Influence of Banco Santander | ||||||||||||
| Balance at beginning of period |
|
|
|
| 19,417 |
| 115,811 | ||||
| Change in the scope of consolidation(2) |
|
|
|
|
|
|
|
| - |
| (88,715) |
| Dividends proposed/received |
|
|
|
|
|
|
|
| (1,415) |
| (2,696) |
| Income from companies accounted for by the equity method |
|
|
| 1,065 |
| 956 | |||||
| Balance at end of period |
|
|
|
|
|
| 19,067 |
| 25,356 | ||
(1) Companies delayed by one month for the calculation of equity. | ||||||||||||
(2) On September, 2014 the investment held in BW Guirapá I S.A. by Banco Santander was transferred to Santander Participações and was reclassified to non-current assets held for sale (Note 5).
| ||||||||||||
(3) On 18 July 2014 it was published a Notice to the Market with a view to inform that the country’s leading retail banks, among them Banco Santander, by means of one of its subsidiaries, (“Shareholders”), executed on July 17, 2014 a new Shareholders’ Agreement of Tecban (“New Shareholders’ Agreement”). The New Shareholders’ Agreement establishes that, within approximately 4 years from its effective date, the Shareholders shall have replaced part of their own external-access Automated Teller Machines (“ATMs”) with ATMs from Rede Banco24Horas, which are and will continue to be managed by Tecban, thus enhancing the efficiency, quality and points of services to their clients. The effectiveness of the Shareholders’ Agreement is subject to certain conditions precedent, among which its approval by the competent regulatory body. The General Superintendency of CADE published in the Diário Oficial da União, on October 23, 2014, its decision in which approved, without restrictions, the related transaction.
| ||||||||||||
(4) On July 18, 2014, Banco Santander now holds 50% of the total corporate capital of iZettle do Brasil Meios de Pagamento S.A. ("iZettle do Brasil”), through a capital contribution to the company in the amount of R$17,240 thousand, which was authorized by the Brazilian Central Bank on June 3, 2014. iZettle do Brazil is a Swedish source company that operates in the payment mechanisms market, with the development and distribution of payment products and solutions. This partnership was made in the context of a global agreement in December 2012 between Banco Santander, S.A (Spain) and iZettle in Sweden in order to create a joint and coordinated action in markets where the Santander Group operates, among them: Spain, Brazil, the UK and Mexico. One of the solutions developed by iZettle allows merchants to accept card payments through smart phones or tablets, by using a free appliance to a card reader application, converting the smart phones or tablets into a POS (point of sale - terminal accepting credit cards / debit card). The goal of the partnership is to enable Banco Santander to operate in the Brazilian market of card payments with the focus on micro merchants and individuals with an innovative, secure and aggregate supply to a simple solution. At the EGM (definir) held on July 31, 2014, the transfer of the investment held by Banco Santander (5,300 common shares without par value issued by the Izettle do Brasil Meios de Pagamento S.A.) to the capital of Santander Getnet was approved. | ||||||||||||
(5) On April 30, 2015, it was formalized the merger and the consequent extinction of the companies KM Locanet Ltda. - ME (Compreauto) and Idea Productions by Webmotors S.A. | ||||||||||||
(*) 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 | ||||||||||||
Charge-offs was recorded with respect to investments in associates and joint ventures for the periods ended September 30, 2015 and December 31, 2014. | ||||||||||||
7. Tangible assets | ||||||||||||
a) Changes | ||||||||||||
Tangible assets were acquired in the nine-month periods ended September 30, 2015 and 2014 for R$566,378 and R$695,561, respectively. Also, in the nine-months ended September 30, 2015 there was sale of tangible assets amonting R$155,525 and in the nine-months ended September 30, 2014 there was no sale of tangible assets. | ||||||||||||
b) Impairment losses | ||||||||||||
There were no significant impairment losses on tangible assets in the period ended September 30, 2015 and 2014. | ||||||||||||
c) Tangible asset purchase commitments | ||||||||||||
On September 30, 2015, the Bank does not have contractual commitments for the acquisition of tangible fixed assets. | ||||||||||||
8. Intangible assets | ||||||||||||
a) Goodwill | ||||||||||||
The goodwill recorded is subject to impairment test at least annually or in a short period, if any indication of impairment of assets and has been allocated according to the operating segments. | ||||||||||||
19
The recoverable goodwill amounts are determined from value in use calculations. For this purpose, we estimate cash flow for a period of 5 years. We prepare 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 independent research company, which is reviewed and approved by the Executive Board. | |||||||||||||
Based on the assumptions described above management has not identified any evidence of impairment. | |||||||||||||
|
|
|
|
|
|
|
|
|
|
| 9/30/2015 |
| 12/31/2014 |
| Breakdown/Operating segments: |
|
|
|
|
|
|
|
|
|
| ||
| Banco ABN Amro Real S.A. (Banco Real)/ Commercial Banking |
| 27,217,565 |
| 27,217,565 | ||||||||
| Others / Commercial Banking |
|
|
|
|
|
|
|
|
| 1,152,354 |
| 1,053,390 |
| Total |
|
|
|
|
|
|
|
|
| 28,369,919 |
| 28,270,955 |
| |||||||||||||
b) Other intangible assets | |||||||||||||
The details by asset category of the "other intangible assets" of the consolidated balance sheets are as follow: | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With finite lives: | Estimated Useful Life | 9/30/2015 | 12/31/2014 | ||||||||||
| IT developments |
|
|
|
|
|
|
| 5 years |
| 5,002,312 |
| 4,577,074 |
| Other assets |
|
|
|
|
|
|
| Up to 5 years |
| 740,141 |
| 356,868 |
| Amortization |
|
|
|
|
|
|
|
|
| (3,421,959) |
| (2,697,805) |
| Provision for impairment losses(1) |
|
|
|
|
|
|
| (645,704) |
| (285,834) | ||
| Total |
|
|
|
|
|
|
|
|
| 1,674,790 |
| 1,950,303 |
(1) In 2015, includes loss on impairment of assets recorded in the acquisition and development of software in the amount of R$674,780 (Note 16 - a). The loss in the acquisition and development of software was recorded in obsolescence function and discontinuity of such systems. | |||||||||||||
9. 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 September 30, 2015 and December 31, 2014 is as follows: | |||||||||||||
|
|
|
|
|
|
| 9/30/2015 | ||||||
Trading Financial Liabilities | Financial Liabilities at Amortized Cost | Total | |||||||||||
| Deposits from Brazilian Central Bank and deposits from credit institutions | - |
| 80,264,541 |
| 80,264,541 | |||||||
| Customer deposits |
|
|
|
|
|
|
| - |
| 244,564,492 |
| 244,564,492 |
| Marketable debt securities |
|
|
|
|
|
| - |
| 94,296,697 |
| 94,296,697 | |
| Trading derivatives |
|
|
|
|
|
|
| 27,719,864 |
| - |
| 27,719,864 |
| Subordinated liabilities |
|
|
|
|
|
| - |
| 7,818,148 |
| 7,818,148 | |
| Short positions |
|
|
|
|
|
|
| 16,469,904 |
| - |
| 16,469,904 |
| Debt Instruments Eligible to Compose Capital |
|
|
|
|
| - |
| 10,043,077 |
| 10,043,077 | ||
| Other financial liabilities |
|
|
|
|
|
| - |
| 21,808,439 |
| 21,808,439 | |
| Total |
|
|
|
|
|
|
| 44,189,768 |
| 458,795,394 |
| 502,985,162 |
|
|
|
|
|
|
| 12/31/2014 | ||||||
Trading Financial Liabilities | Financial Liabilities at Amortized Cost | Total | |||||||||||
| Deposits from Brazilian Central Bank and deposits from credit institutions | - |
| 63,674,201 |
| 63,674,201 | |||||||
| Customer deposits |
|
|
|
|
|
|
| - |
| 220,644,019 |
| 220,644,019 |
| Marketable debt securities |
|
|
|
|
|
| - |
| 70,355,249 |
| 70,355,249 | |
| Trading derivatives |
|
|
|
|
|
|
| 8,284,360 |
| - |
| 8,284,360 |
| Subordinated liabilities |
|
|
|
|
|
| - |
| 7,294,077 |
| 7,294,077 | |
| Short positions |
|
|
|
|
|
|
| 11,285,431 |
| - |
| 11,285,431 |
| Debt Instruments Eligible to Compose Capital |
|
|
|
|
| - |
| 6,773,312 |
| 6,773,312 | ||
| Other financial liabilities |
|
|
|
|
|
| - |
| 23,445,735 |
| 23,445,735 | |
| Total |
|
|
|
|
|
|
| 19,569,791 |
| 392,186,593 |
| 411,756,384 |
b) Composition and details | |||||||||||||
b.1) Deposits from the Brazilian Central Bank and Deposits from credit institutions | |||||||||||||
|
|
|
|
|
|
|
|
|
|
| 9/30/2015 |
| 12/31/2014 |
| Demand deposits(1) |
|
|
|
|
|
|
|
|
| 320,015 |
| 161,538 |
| Time deposits(2) |
|
|
|
|
|
|
|
|
| 56,449,359 |
| 42,044,680 |
| Repurchase agreements |
|
|
|
|
|
|
|
| 23,495,167 |
| 21,467,983 | |
| Of which: |
|
|
|
|
|
|
|
|
|
|
|
|
| Backed operations with Private Securities(3) |
|
|
|
|
|
|
|
|
| 8,084,255 |
| 961,359 |
| Backed operations with Government Securities |
|
|
|
|
|
|
|
|
| 15,410,912 |
| 20,506,624 |
| Total |
|
|
|
|
|
|
|
|
| 80,264,541 |
| 63,674,201 |
(1) Non-interest bearing accounts. | |||||||||||||
(2) It includes the operation with credit institution arising from export and import financing lines. BNDES and Finame on-lendings, locally and abroad, and other foreign credit. | |||||||||||||
(3) Refers primarily to repurchase agreements backed by debentures own issue. |
20
b.2) Customer deposits | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9/30/2015 |
| 12/31/2014 |
| Demand deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current accounts(1) |
|
|
|
|
|
|
|
|
|
|
| 18,837,665 |
| 15,507,604 | ||
| Savings accounts |
|
|
|
|
|
|
|
|
|
|
|
|
| 35,540,168 |
| 37,938,936 |
| Time deposits |
|
|
|
|
|
|
|
|
|
|
|
|
| 94,282,204 |
| 91,552,181 |
| Repurchase agreements |
|
|
|
|
|
|
|
|
|
|
| 95,904,455 |
| 75,645,298 | ||
| Of which: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Backed operations with Private Securities(2) |
|
|
|
|
|
|
|
|
|
|
|
|
| 64,077,811 |
| 46,699,288 |
| Backed operations with Government Securities |
|
|
|
|
|
|
|
|
|
|
|
|
| 31,826,644 |
| 28,946,010 |
| Total |
|
|
|
|
|
|
|
|
|
|
|
|
| 244,564,492 |
| 220,644,019 |
(1) Non-interest bearing accounts. | |||||||||||||||||
(2) Refers primarily to repurchase agreements backed by debentures own issue. | |||||||||||||||||
b.3) Debt securities | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9/30/2015 |
| 12/31/2014 |
| Real estate credit notes - LCI(1) |
|
|
|
|
|
|
|
|
|
|
| 23,266,552 |
| 22,669,332 | ||
| Bonds and other securities |
|
|
|
|
|
|
|
|
|
|
| 15,787,009 |
| 11,784,701 | ||
| Treasury Bills(3) |
|
|
|
|
|
|
|
|
|
|
|
|
| 52,665,551 |
| 33,998,433 |
| Agribusiness credit notes - LCA(2) |
|
|
|
|
|
|
|
|
| 2,577,585 |
| 1,902,783 | ||||
| Total |
|
|
|
|
|
|
|
|
|
|
|
|
| 94,296,697 |
| 70,355,249 |
(1) LCI´s are fixed income securities underlied to mortgage loans and collateralized by mortgage or chattel mortgage on property. On September 30, 2015, there are maturities between 2015 to 2020 (12/31/2014 - there are maturities between 2015 to 2020). | |||||||||||||||||
(2) Agribusiness credit notes are fixed income securities which resources are allocated to the promotion of agribusiness, indexed at 90.0% to 98.0% of CDI. On September 30, 2015, they have maturities between 2015 to 2016 (12/31/2014 - they have maturities between 2015 to 2016). | |||||||||||||||||
(3) The main features of the financial letters are the minimum period of two years, minimum notional of R$300 and permission for early redemption of only 5% of the issued amount. On September 30, 2015, they have a maturity between 2015 to 2025 (12/31/2014 - they have a maturity between 2015 to 2025). | |||||||||||||||||
The changes in the balance of Marketable debt instruments in the nine-months periods ended September 30, 2015 and 2014 were as follows: | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/01 to 9/30/2015 |
| 1/01 to 9/30/2014 |
| Balance at beginning of the period |
|
|
|
|
|
|
|
|
| 70,355,249 |
| 65,300,548 | ||||
| Issues |
|
|
|
|
|
|
|
|
|
|
|
|
| 60,353,823 |
| 35,206,951 |
| Payments |
|
|
|
|
|
|
|
|
|
|
|
|
| (48,686,197) |
| (34,374,157) |
| Interest |
|
|
|
|
|
|
|
|
|
|
|
|
| 7,113,000 |
| 4,530,493 |
| Exchange differences and other |
|
|
|
|
|
|
|
|
|
|
| 5,160,822 |
| 259,615 | ||
| Transfer Held For Sale |
|
|
|
|
|
|
|
|
|
|
| - |
| (217,357) | ||
| Balance at end of the period |
|
|
|
|
|
|
|
|
|
|
| 94,296,697 |
| 70,706,093 | ||
The Composition of "Eurobonds and other securities" is as follows: | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| Interest |
| 9/30/2015 |
| 12/31/2014 |
Issuance | Maturity | Currency | Rate (p.a.) | Total | Total | ||||||||||||
| Eurobonds |
| apr and nov - 10 |
| apr - 15 |
| US$ |
| 4.5% |
| - |
| 2,173,398 | ||||
| Eurobonds |
| jan and jun - 11 |
| jan - 16 |
| US$ |
| 4.3% |
| 3,317,928 |
| 2,256,237 | ||||
| Eurobonds |
| feb and sep - 12 |
| feb - 17 |
| US$ |
| 4.6% |
| 5,064,889 |
| 3,575,617 | ||||
| Eurobonds (2) |
| mar and may - 13 |
| mar - 16 |
| R$ |
| 8.0% |
| 1,232,379 |
| 1,258,363 | ||||
| Eurobonds (2) |
| apr - 12 |
| apr - 16 |
| CHF |
| 3.3% |
| 622,160 |
| 412,596 | ||||
| Eurobonds |
| mar - 13 |
| apr - 18 |
| US$ |
| 4,5% to 8,4%(1) |
| - |
| 892,090 | ||||
| Eurobonds (2) |
| jun - 13 |
| jun - 15 |
| CHF |
| 1.1% |
| - |
| 339,686 | ||||
| Eurobonds (2) |
|
| mar - 13 |
| mar - 15 |
| CHF |
| 1.7% |
| - |
| 187,974 | |||
| Eurobonds (2) |
|
| apr - 12 |
| apr - 16 |
| CLP |
| 4.6% |
| 135,839 |
| 101,264 | |||
| Eurobonds |
|
| oct - 14 |
| oct - 16 |
| US$ |
| 2.0% |
| 801,423 |
| 51,488 | |||
| Eurobonds (2) |
|
| sep - 14 |
| sep - 16 |
| JPY |
| 1.8% |
| 36,457 |
| 24,480 | |||
| Eurobonds |
|
| may - 15 |
| nov - 15 |
| US$ |
| 1.1% |
| 687,003 |
| - | |||
| Eurobonds |
|
| may - 15 |
| dec - 15 |
| US$ |
| 1.1% |
| 205,293 |
| - | |||
| Eurobonds |
|
| jun - 15 |
| dec - 15 |
| US$ |
| 1.1% |
| 602,102 |
| - | |||
| Eurobonds |
|
| jul - 15 |
| jan - 16 |
| US$ |
| 1.1% |
| 852,433 |
| - | |||
| Eurobonds |
|
| aug- 15 |
| feb - 16 |
| US$ |
| 1.2% |
| 517,575 |
| - | |||
| Eurobonds |
|
| aug- 15 |
| feb - 16 |
| US$ |
| 1.1% |
| 295,641 |
| - | |||
| Other |
|
|
|
|
|
|
|
|
|
|
|
|
| 1,415,887 |
| 511,508 |
| Total |
|
|
|
|
|
|
|
|
|
|
|
|
| 15,787,009 |
| 11,784,701 |
(1) The transaction was settled in advance in the first quarter 2015. | |||||||||||||||||
(2) Includes R$1,990,378 (12/31/2014 - R$1,960,197) in cash flow hedge operations, being R$1,232,379 indexed in Real (12/31/2014 - R$1,258,363), R$622,160 indexed on foreign currency - Swiss Franc (12/31/2014 - R$600,570), R$135,839 in Chilean Peso (12/31/2014 - R$101,264), and R$36,457 (12/31/2014 - R$364,166) for market risk hedge operations, being R$36,457 in Chinese Yuan (12/31/2014 - R$24,480) indexed to foreign currency - Swiss Franc and December 31, 2014 the amount of R$339,686 to foreign currency - Swiss Franc. | |||||||||||||||||
On September 30, 2015 no issues were convertible into Bank shares, nor had any privileges or rights been granted that may, in certain circumstances, make them convertible into shares. | |||||||||||||||||
21
b.4) Subordinated liabilities | |||||||||||||||
The Composition of "Subordinated Liabilities" is as follows: | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 9/30/2015 |
| 12/31/2014 |
|
|
|
|
| Issuance | Maturity(1) |
| Issuance Value |
| Interest Rate (p.a.) |
| Total |
| Total | |
| Subordinated Liabilities |
| jun - 06 |
| jul - 16 | R$1,500 | 105.0% CDI | 4,053,186 |
| 3,683,128 | |||||
| Subordinated Liabilities |
| oct - 06 |
| sep - 16 | R$850 | 104.5% CDI | 2,189,818 |
| 1,990,794 | |||||
| Subordinated Liabilities |
| jul to oct - 06 |
| jul - 16 to jul - 18 |
| R$447 | 104.5% CDI | 1,188,722 |
| 1,080,684 | ||||
| Subordinated Liabilities |
| may to jun - 08 |
| may - 15 to may - 18 |
| R$283 | CDI(2) | 81,874 |
| 114,050 | ||||
| Subordinated Liabilities |
| may to jun - 08 |
| may - 15 to jun - 18 |
| R$268 | IPCA(3) | 304,548 |
| 425,421 | ||||
| Total |
|
|
|
|
|
|
|
|
|
| 7,818,148 |
| 7,294,077 | |
(1) Subordinated Deposit Certificates issued by Banco Santander 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. | |||||||||||||||
Changes in the balance of "Subordinated liabilities" in nine-months period ended September 30, 2015 and 2014 were as follows: | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/01 to | 1/01 to | ||||||||||||||
Balance at beginning of the period | 7,294,077 | 8,906,144 | |||||||||||||
| Payments |
|
|
|
|
|
|
|
|
|
|
| (216,075) |
| (2,298,809) |
| Interest |
|
|
|
|
|
|
|
|
|
|
| 740,146 |
| 671,557 |
| Balance at end of the period |
|
|
|
|
|
|
|
|
| 7,818,148 |
| 7,278,892 | ||
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 (Note 11.d), are as follows: | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 9/30/2015 |
| 12/31/2014 |
|
|
|
|
| Issuance |
| Maturity |
| Issuance Value |
| Interest Rate (p.a.)(3) |
|
|
| Total |
| Tier I(1) |
|
|
| jan-14 | no maturity (perpetual) |
| R$3,000 |
| 7.4% |
| 5,028,226 |
| 3,361,971 | |
| Tier II (2) |
|
|
| jan-14 |
| jan-24 |
| R$3,000 |
| 6.0% |
| 5,014,851 |
| 3,411,341 |
| Total |
|
|
|
|
|
|
|
|
|
| 10,043,077 |
| 6,773,312 | |
(1) Interest quarterly paid from April 29, 2014. | |||||||||||||||
(2) The interest payable semiannually from 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" in nine-months period ended September 30, 2015 and 2014 were as follows: | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/01 to |
| 1/01 to |
| Balance at beginning of the period |
|
|
|
|
|
|
| 6,773,312 |
| - | ||||
| Issues |
|
|
|
|
|
|
|
|
|
|
| - |
| 6,000,000 |
| Interest payment Tier I(1) |
|
|
|
|
|
|
| 205,193 |
| 172,958 | ||||
| Interest payment Tier II(1) |
|
|
|
|
|
|
| 167,879 |
| 140,712 | ||||
| Foreign exchange variation/Others |
|
|
|
|
|
|
|
|
|
|
| 3,403,019 |
| 99,713 |
| Payments of interest - Tier I |
|
|
|
|
|
|
|
|
|
|
| (242,839) |
| (120,664) |
| Payments of interest - Tier II |
|
|
|
|
|
|
|
|
|
|
| (263,487) |
| (98,167) |
| Balance at end of the period |
|
|
|
|
|
|
|
|
| 10,043,077 |
| 6,194,552 | ||
(1) The remuneration of interest relating to the Debt Instruments Eligible to Compose Capital Tier I and Tier II was recorded against income for the period as "Interest expense and similar charges". | |||||||||||||||
10. Provisions | |||||||||||||||
a) Breakdown | |||||||||||||||
The breakdown of the balance of “Provisions” is as follows: | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 9/30/2015 |
| 12/31/2014 |
| Provisions for pension funds and similar obligations |
|
|
|
|
| 2,500,305 |
| 3,869,728 | ||||||
| Provisions for judicial and administrative proceedings, commitments and other provisions |
|
|
| 8,512,784 |
| 7,257,716 | ||||||||
| Judicial and administrative proceedings under the responsibility of former controlling stockholders |
|
| 790,549 |
| 783,909 | |||||||||
| Judicial and administrative proceedings |
|
|
|
|
|
|
| 7,105,056 |
| 5,487,882 | ||||
| Of which: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Civil |
|
|
|
|
|
|
|
|
|
|
| 1,925,385 |
| 1,755,367 |
| Labor |
|
|
|
|
|
|
|
|
|
|
| 2,651,941 |
| 1,982,393 |
| Tax and Social Security |
|
|
|
|
|
|
| 2,527,730 |
| 1,750,122 | ||||
| Other provisions |
|
|
|
|
|
|
|
|
|
|
| 617,179 |
| 985,925 |
| Total |
|
|
|
|
|
|
|
|
|
|
| 11,013,089 |
| 11,127,444 |
22
b) Provisions for civil, labor, tax and social security contingencies | |||||||||||||||||
Banco Santander and its subsidiaries are involved in litigation and administrative tax, labor and civil proceedings arising in the normal course of its activities. | |||||||||||||||||
The provisions were constituted based on the nature, complexity and history of actions and evaluation of successful businesses based on the opinions of internal and external legal advisors. The Santander has the policy to accrue the full amount of lawsuits whose loss valuation is probable. The legal obligation statutory tax and social security were fully recognized in the financial statements. | |||||||||||||||||
Management understands that the provisions recorded are sufficient to meet legal obligations and losses from lawsuits and administrative proceedings as follows: | |||||||||||||||||
b.1) Lawsuits and Administrative Tax and Social Security | |||||||||||||||||
The Bank and its subsidiaries adhered, in August 2014, to the program of amnesty established by Law 12,996/2014. | |||||||||||||||||
The main case included in the amnesty is related to deduction of taxes expenses and interest, with prelimirary decision that suspended payments related to the IRPJ and da CSLL between the years 2006 and 2008. Such case was pending from decision at the administrative level, risk classification was assessed as possible losses, according to legal counsel. Other administrative and judicial proceedings were also included this program. | |||||||||||||||||
Tax and social security claims included in the program paid in 2014 produced accounting effects at the time of joining such program through financial settlement at the amount of R$412,602,whose balance effect after recorded deferred tax assets was zero in net income. | |||||||||||||||||
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$2,948,562 (12/31/2014 - R$10,463,919 ): Banco Santander and its companies filed lawsuits seeking to invalidate the provisions of Law 9,718/1998, pursuant to which PIS and Cofins taxes must be levied on all revenues of legal entities. Prior to the enactment of such provisions, which have been overruled by "Superior Tribunal Federal" - "STF" "Supreme Court" decisions for nonfinancial institutions, PIS and Cofins were levied only on revenues from services and sale of goods. On April 23, 2015, Supreme Court decision was published admitting the extraordinary resort interposed by the Union related to PIS and denying the proceed for the extraordinary resort interposed by Public Ministry concerning to the Cofins,in this case, been exclusively applicable to Banco Santander suit. On May 28, 2015 in Supreme Court’s plenary session, the inadmissibility of extraordinary resort related to Cofins was confirmed in a unanimous decision, that denied the provision of Special Resort interposed by Public Ministry. With this decision, the Cofins plea is decided, prevailing the Fourth Area Federal Regional Court’s judgment, from August 2007, propitiousness for Banco Santander.On Agust 19, 2015, the declaration of embargoes presented by Public Ministry were rejected unanimously at the plenary session of the Supreme Court. According to the legal advisor’s evaluation, the appreciation of Ban’s Resolution is very far for happen to change the decision’s content, handed down by the Supreme Court’s plenary. There are still pending of final judgment by the Supreme Court the Banco Santander PIS chargeability, as well as the PIS and Cofins chargeability’s from other controlled subsidiaries. Based on STF's decision, Banco Santander recorded the reversal of provisions made to cover the legal liabilities related to Cofins, amounting R$7,950 million (R$4,770 million, after tax effects), recorded on "Interest expense and similar" and "Tax on Income". | |||||||||||||||||
• Increase in CSLL tax rate - R$1,505,623 (12/31/2014 - R$1,357,957) – The Bank and its subsidiaries are discussing the increase in the CSLL tax rate, from 9% to 15%, established by Executive Act 413/2008, which subsequently became Law 11.727/2008, in April 2008.Judicial proceedings are pending of judgment. | |||||||||||||||||
Banco Santander and its subsidiaries are parties to judicial and administrative proceedings related to tax and social security matters, which are classified based on the opinion of legal counsel as probable loss risk. | |||||||||||||||||
The main topics discussed in these lawsuits are: | |||||||||||||||||
• CSLL - equal tax treatment - R$51,778 (12/31/2014 - R$54,111) - The Bank and its subsidiaries filed a lawsuit challenging the application of an increased CSLL rate of 18% for financial companies, applicable until 1998, compared to the CSLL rate of 8% for non-financial companies on the basis of the constitutional principle of equal tax treatment. | |||||||||||||||||
• Tax on Services for Financial Institutions (ISS) - R$834,985 (12/31/2014 - R$722,366): The Bank and its subsidiaries filed lawsuits, in administrative and judicial proceedings, some municipalities collection of ISS on certain revenues derived from transactions not usually classified as services. | |||||||||||||||||
• Social Security Contribution (INSS) - R$512,445 (12/31/2014 - R$442,583): The Bank and its subsidiaries are involved in administrative and judicial proceedings regarding the collection of income tax on social security and education allowance contributions over several funds that, according to the evaluation of legal advisors, do not have nature of salary. | |||||||||||||||||
• Provisional Contribution on Financial Transactions (CPMF) on Customer Operations -R$649,764 (12/31/2014 – R$0) : 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 the first two months of 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 3rd , 2015 Bank and Produban Serviços de Informática S.A. (actual Santander DTVM company name) filed lawsuit aiming to cancel both tax charges, amounting R$1,283 million. Based on the assessment of legal counsel, provision was made to cover the probable loss in the lawsuit. | |||||||||||||||||
b.2) Lawsuits and Administrative Proceedings - Labor Contingencies | |||||||||||||||||
These are lawsuits brought 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 history of payments and successes. Claims that do not fit the previous criteria are accrued according to individual assessment performed, and provisions are based on the probable realization, the law and jurisprudence according to the assessment of success made by legal counsel. | |||||||||||||||||
23
b.3) Civil judicial and administrative proceedings | |||||||||||||||||
These contingencies are generally caused by: (1) Action 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) action deriving of financing agreements, (3) execution action; and (4) action indemnity by loss and damage. For civil actions 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 accrued according to individual assessment performed, and provisions are based on the probable realization, the law and jurisprudence according to the assessment of success made by legal counsel. | |||||||||||||||||
The main lawsuits classified as probable loss are described below: | |||||||||||||||||
Lawsuits for indemnity - seeking indemnity for property damage and/or emotional distress, 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 criterion are accrued according to the individual assessment made, and provisions are recognized based on the status of each lawsuit, law and previous court decisions according to the likely risk of payment, and the risk assessment made by the legal counsel. | |||||||||||||||||
Economic Plans -efforts to recover actions with collective the deficient inflation adjustments in savings accounts arising from the Economic Plans (Bresser, Verão, Collor I and II). These refer to the lawsuits filed by savings accountholders disputing the interest credited by the Banco Santander under such plans as they considered that such legal amendments infringed on the rights acquired with regard to the application of the inflation indexes. Provisions are recorded based on the average of cases closed. | |||||||||||||||||
Civil lawsuits that do not fit into the previous criterion are accrued according to the individual assessment made, and provisions are recognized based on the status of each lawsuit, law and previous court decisions according to likely risk of payment, and classification of the legal counsel. The Banco Santander is also a party in public class action suits on the same issue filed by consumer rights organizations, Public Prosecutor’s Offices and Public Defender’s Offices. In these cases, the provision is made only after the final unappealable sentence is handed down on the lawsuits, based on the individual execution orders. The Superior Tribunal da Justiça (STJ - Justice Superior Court) decided against the bank’s. 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 trial courts and those who have a final decision. However, the assessment of this question is paralyzed in the Supreme Court for lack of quorum, considering that some of his ministers declared themselves unable to judge the matter, including the new and newer Minister (Luiz Edson Fachin) and therefore is likely to judgment remains paralyzed for several years yet. There are decisions favorable to banks at the STF with regard to the economic phenomenon similar to that of savings accounts, as in the case of monetary restatement of time deposits - CDB and agreements (present value table). | |||||||||||||||||
Moreover, there are precedents at the STF regarding the constitutionality of the norms that changed Brazil’s monetary standard. On April 14, 2010, in the STJ was recently decided that the deadline for the filing of civil lawsuits that argue the government's purge of five years, but this decision not handed down on the lawsuits yet. Thus, with this decision, a majority stake, as was proposed after the period of 5 years is likely to be rejected, reducing the values involved. Still, the STF decided that the deadline for individual savers to qualify in the public civil litigations, also is five years, counted from the final judgment of their sentence. Banco Santander believes in the success of the arguments defended in these courts based on their content and the sound legal basis. | |||||||||||||||||
b.4) Civil, labor, tax and social security contingencies classified as possible loss risk | |||||||||||||||||
Refer to judicial and administrative proceedings involving civil, labor, tax and social security matters assessed by the legal counsels as possible loss risk, which were not being accrued as a provision. | |||||||||||||||||
Tax lawsuits classified as possible loss risk, totaled R$13.880 million, including the following main lawsuits: | |||||||||||||||||
• Credit Losses -The Bank and its companies challenged the tax assessments issued by the Federal Revenue Services claiming improper deduction of losses on loans on Income Tax of Legal Entities IRPJ and CSLL bases for allegedly failing to meet the relevant requirements under applicable law. As of September 30, 2015 the amount related to this challenge is approximately R$706 million. | |||||||||||||||||
• INSS on Profit Sharing Payments (“PLR”) – The Bank and the subsidiaries are involved in several legal 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 September 30, 2015 amounts related to these proceedings totaled approximately R$2,644 million. | |||||||||||||||||
• IRPJ and CSLL - Capital Gain - The Federal Revenue Service of Brazil issued infraction notices against Zurich Santander Brasil Seguros e Previdência S.A., successor company of ABN AMRO Brasil Dois Participações S.A. (AAB Dois Par), charging income Tax and Social Contribution to related base year 2005, claiming that capital gain in sales shares of Real Seguros S.A and Real Vida Previdência S.A. by AAB Dois Par should be taxed an rate of 34% instead 15%. The assessment was contested administratively based on understanding tax treatment adopted at the transaction was in compliance and capital gain was taxed properly. We partially favor the decision by CARF for give voluntary part appeal to delete the fine craft and interest on this fine. This decision may be appealed. The Banco Santander is responsible for any adverse outcome in this process as Former Controller of Stockholders Zurich Santander Brasil Seguros e Previdência S.A. As of September 30, 2015 the amount related to this proceeding is approximately R$258 million. | |||||||||||||||||
• Goodwill amortization of Banco Real – The Brazilian Federal Revenue issued infraction notices against the Bank to require the income tax and social payments, including late charges, for the base 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 notices 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. On September 30, 2015, the figure was R$1,141 million. | |||||||||||||||||
• Goodwill amortization of Banco Sudameris –The Tax Authorities have issued infraction notices to require the income tax and social contribution payments, including late charges, relating to tax deduction of amortization of goodwill from the acquisition of Banco Sudameris, related period of 2007 to 2012. Banco Santander timely presented their appeals, which are pending. On September 30, 2015, the figure was R$502 million. | |||||||||||||||||
The labor lawsuits classified as possible loss risk totaled R$129 million, excluding the lawsuit below: | |||||||||||||||||
24
• Semiannual Bonus or Profit Sharing - a labor lawsuit relating to the payment of a semiannual bonus or, alternatively, profit sharing, to retired employees from the former Banco do Estado de São Paulo S.A. - Banespa, that had been hired up to May 22, 1975, filed as Banespa’s Retirees Association. This lawsuit was dismissed against the Bank by the Superior Labor Court. The STF rejected the extraordinary appeal of the Bank by a monocratic decision maintaining the earlier condemnation. Santander brought Regimental Appeal which awaits decision by the STF. The Regimental Appeal is an internal appeal filed in the STF itself, in order to refer the monocratic decision to a group of five ministers. The 1st Class of the STF upheld the appeal by the Bank and denied the Afabesp. The materials of the extraordinary appeal of the Bank now proceed to the STF 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 the possible impact such disclosure may have on the progress of the claim. | |||||||||||||||||
The liabilities related to civil lawsuits with possible loss risk totaled R$759 million. | |||||||||||||||||
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$772,556, R$2,131 and R$15,862 (12/31/2014 - R$773,304, R$2,520 e R$8,085), with responsibility of the former controlling stockholders of the banks 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. | |||||||||||||||||
11. Stockholders Equity | |||||||||||||||||
a) Capital | |||||||||||||||||
According to the by-laws, Banco Santander's capital may be increased to the limit of authorized capital, regardless of amendment to the by-laws, 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, within the legal limits established as the number of preferred shares. Any increase in capital in excess of this limit will require the approval of stockholders. | |||||||||||||||||
The capital stock, fully subscribed and paid, is divided into book-entry registered shares with no par value. | |||||||||||||||||
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
| Thousand shares | ||||||||||
9/30/2015 | 12/31/2014 | ||||||||||||||||
Common | Preferred | Total | Common | Preferred | Total | ||||||||||||
| Brazilian Residents |
|
|
|
| 69,178 |
| 94,110 |
| 163,288 |
| 127,192 |
| 153,105 |
| 280,297 | |
| Foreign Residents |
|
|
|
|
| 3,800,671 |
| 3,636,881 |
| 7,437,552 |
| 3,742,658 |
| 3,577,885 |
| 7,320,543 |
| Total |
|
|
|
|
| 3,869,849 |
| 3,730,991 |
| 7,600,840 |
| 3,869,850 |
| 3,730,990 |
| 7,600,840 |
| (-) Treasury shares |
|
|
|
| (34,156) |
| (34,156) |
| (68,312) |
| (29,612) |
| (29,612) |
| (59,224) | |
| Total outstanding |
|
|
|
|
| 3,835,693 |
| 3,696,835 |
| 7,532,528 |
| 3,840,238 |
| 3,701,378 |
| 7,541,616 |
Issuance costs of the Global Offering of Shares held in October 2009, have been reclassified from Capital to Reserves heading for a better presentation amounting R$193,616. | |||||||||||||||||
b) Dividends and interest on capital | |||||||||||||||||
In accordance with the Bank’s bylaws, stockholders are entitled to a minimum dividend equivalent to 25% of net income for the year, adjusted according to legislation. Preferred shares are nonvoting and nonconvertible, but have the same rights and advantages granted to common shares, in addition to priority in the payment of dividends at a rate that is 10% higher than those paid on common shares, and in the capital reimbursement, without premium, in the event of liquidation of the Bank. | |||||||||||||||||
Dividend payments have been and will continue to be calculated and paid in accordance with Brazilian Corporate Law. | |||||||||||||||||
Before 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 from the last balance sheet; or (ii) balance sheets issued in the period shorter than 6 months, in which case the payment of dividends shall not exceed the amount of capital reserves.These payments are fully attributed to the mandatory dividend. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| 9/30/2015 | ||||||
Real per Thousand Shares / Units | |||||||||||||||||
Common | Preferred | Units | |||||||||||||||
| Intercalary Dividends(1) (3) |
|
|
|
|
|
|
| 150,000 |
| 18.9474 |
| 20.8421 |
| 39.7895 | ||
| Intermediary Dividends(2) (4) |
|
|
|
|
|
|
| 3,050,000 |
| 385.8116 |
| 424.3927 |
| 810.2043 | ||
| Total on September 30, 2015 |
|
|
|
|
|
|
| 3,200,000 |
|
|
|
|
|
| ||
(1) Established by the Board of Directors in March 2015. | |||||||||||||||||
(2) Established by the Board of Directors in September 2015. | |||||||||||||||||
(3) The amount of the interim dividend were be fully attributed to supplementary and mandatory dividends, respectively, for the year 2015 and were paid from August 28, 2015, without any compensation to the restatement. | |||||||||||||||||
(4) The amount of the interim dividend were be fully attributed to supplementary and mandatory dividends, respectively, for the year 2015 and were paid from October 05, 2015, without any compensation to the restatement. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| 12/31/2014 | ||||||
Real per Thousand Shares / Units | |||||||||||||||||
Common | Preferred | Units | |||||||||||||||
| Interim Dividends(1) (5) |
|
|
|
|
|
|
|
|
| 99,807 |
| 12.6008 |
| 13.8609 |
| 26.4617 |
| Intercalary Dividends(1) (5) |
|
|
|
|
|
|
|
|
| 120,193 |
| 15.1745 |
| 16.6919 |
| 31.8664 |
| Intercalary Dividends(2) (5) |
|
|
|
|
|
|
|
|
| 400,000 |
| 50.5005 |
| 55.5505 |
| 106.0510 |
| Intercalary Dividends(3) (6) |
|
|
|
|
|
|
|
|
| 220,000 |
| 27.7738 |
| 30.5512 |
| 58.3250 |
| Interest on Capital(4) (6) |
|
|
|
|
|
|
|
|
| 690,000 |
| 87.2120 |
| 95.9332 |
| 183.1452 |
| Total on December 31, 2014 |
|
|
|
|
|
|
|
|
| 1,530,000 |
|
|
|
|
|
|
(1) Established by the Board of Directors in March 2014. | |||||||||||||||||
(2) Established by the Board of Directors in June 2014. | |||||||||||||||||
(3) Established by the Board of Directors in September 2014. | |||||||||||||||||
(4) Established by the Board of Directors in December 2014, common R$74.1309, preferred - R$81.5442 e units - R$155.6751, net of taxes. | |||||||||||||||||
(5) The amount of interim and intercalary dividends were be fully attributed to supplementary and mandatory dividends for the year 2014 and were be paid from August 28, 2014, without any compensation to the restatement. | |||||||||||||||||
(6) The amount of intercalary dividends were be fully attributed to supplementary and mandatory dividends for the year 2014 and were be paid from February 26, 2015, without any compensation to the restatement. |
25
c) Treasury Shares | |||||||||||||||||
In the meeting held on November 3, 2014, the Bank’s Board of Directors approved, in continuation of the buyback program that expired on August 24, 2014, the buyback program of Units or ADRs of the Bank, by the Bank or by the Bank´s agency in Cayman, to be held in treasury or subsequently sold. | |||||||||||||||||
The Buyback Program will cover the acquisition up to 44,253,662 Units, representing 44,253,662 common shares and 44,253,662 preferred shares, or the ADRs, which, on October 31, 2014, corresponded to approximately 1.16% of the Bank’s share capital. | |||||||||||||||||
The Buyback has the scope to (1) maximize the value generation to the shareholders by means of an efficient management of the capital structure; and (2) obtain the payment of the Officers, employees on the managerial level and others Bank’s employees, as well as the companies under its control according to the Long Term Incentive Plan. | |||||||||||||||||
The term of the Buyback Program is 365 days counted from November 3, 2014, and it will expire on November 3, 2015. | |||||||||||||||||
In 2015, 8,886,200 Units were acquired, 4,399,515 Units paid as Bonus and Long-Term Incentive Plan – Local. The balance accumulated of treasury shares on September 30, 2015, amounting to 21,017,862 Units (12/31/2014 – 16,531,177 Units) equivalent to R$298,822 (12/31/2014 – R$230,420). The minimum, weighted average and maximum cost per Unit of the total number of treasury shares is, respectively, R$11.01, R$14.10 and R$18.51. In 2015 was acquired 57,100 ADRs. The balance accumulated of ADRs acquired and held in treasury amounting 13,137,665 ADRs, in the current amount of R$322,624 (12/31/2014 - R$215,036). The minimum, weighted average and maximum cost per ADR of the total number of treasury shares is, respectively, US$$4.37, US$5.52 and US$10.21. The market value of these shares on September 30, 2015 was R$16.61 per Unit and US$3.15 per ADR. In the period ended on September 30, 2015, due to the Optimization Plan PR, were also recorded interest in the amount of R$83, totaling R$621,529 (12/31/2014 - R$445,501) of treasury shares. | |||||||||||||||||
Additionally, during the period of nine-months ended in September 30, 2015, treasury shares were traded, that have resulted in loss of R$3,918 (12/31/2014 - loss of R$4,926) recorded directly in equity in capital reserves. | |||||||||||||||||
d) Plan to Optimize the Capital Structure | |||||||||||||||||
According to the Material Fact disclosed on September 26, 2013, in order to optimize Banco Santander´s capital structure, the Board of Directors submitted a proposal to optimize the composition of Banco Santander’s regulatory capital to the shareholders for their approval ("PR Optimization Plan"). The aim is to establish a more efficient capital structure, consistent with the recent prudent capital rules and aligned with Banco Santander’s business plan and asset growth. The PR Optimization Plan has the following items: (i) the distribution of equity to the shareholders of Banco Santander in the total amount of R$6,000,000, with no reduction in the number of shares; (ii) the issuance abroad of capital instruments to compose Tier I and Tier II of Banco Santander’s regulatory capital and; (iii) a bonus share program and an adjustment in the composition of the Units, followed by a reverse share split (inplit), with the purpose of eliminating trading in cents. | |||||||||||||||||
Equity Distributions | |||||||||||||||||
On November 1st, 2013, the proposal for distribution of equity to shareholders was approved on Shareholders’ Meeting. In January 2014, conditions for effective recovery of resources (lapse of time for opposition from unsecured creditors, approval by the Bacen and filing the minutes of the meeting at the Junta Comercial do Estado de São Paulo - JUCESP). The equity distribution to shareholders occurred on January 29, 2014, and the Bank's shares and Units have been traded ex-rights to the equity distribution since January 15, 2014. | |||||||||||||||||
Issuance of Notes | |||||||||||||||||
On January 14, 2014 the Board of Directors approved the issuance of notes outside Brazil, in US Dollars, amounting to R$6,000,000. The issuance of Notes was held on January 29, 2014. | |||||||||||||||||
The specific characteristics of the Notes issued to compose the Tier I are: (a) Notional: US$1,247,713, equivalent to R$3,000,000, (b) Interest Rate: 7.375% p.a. (c) Maturity: The Tier I Notes shall be perpetual; (d) Frequency of interest payment: interest will be paid quarterly from April 29, 2014; (e) Discretion: Banco Santander can cancel the distribution of interest at any time, for an unlimited period, with no accumulation rights and this suspension shall not be considered as a default event; (f) Subordination: in the case of insolvency, the Notes' financial settlement is subordinated to all Tier II capital instruments. The specific characteristics of the Notes issued to form the Tier II are: (a) Notional: US$1,247,713, equivalent to R$3,000,000 (b) Interest Rate: 6.0% p.a. (c) Maturity: the Tier II Notes will mature on January 29, 2024, and (d) Frequency of interest payment: interest payable semi-annually from July 29, 2014. | |||||||||||||||||
On April 15, 2014, the Bacen approved the issued notes to compose the Tier I and Tier II of Bank’s regulatory capital since the issuance date. | |||||||||||||||||
Bonus Share and Reverse Share Split (inplit) | |||||||||||||||||
With the purposes of eliminating the trading in cents of SANB3 (common) and SANB4 (preferred) shares, increasing liquidity and reducing costs of transaction thereof, on March 18, 2014, our shareholders, in the extraordinary general meeting approved, (i) a bonus share of 19,002,100,957 preferred shares to our shareholders, at the ratio of 0.047619048 preferred shares for each common share (SANB3) or preferred share (SANB4), which results in bonus share of five preferred shares for each Unit (SANB11), through the capitalization of reserves in the amount of R$171,799; and (ii) share reverse split (inplit) of the totality of our common shares and preferred shares in a ratio of 1:55, so that each fifty-five (55) common shares and fifty-five (55) preferred shares now correspond to one (1) common share and one (1) preferred share, respectively. As a result, each Unit (SANB11) is now comprised of one common share and one preferred share. Such events were implemented on June 2, 2014. | |||||||||||||||||
Exchange Offer | |||||||||||||||||
On April 29, 2014 the Bank published Material Fact in order to inform that it was informed by its indirect controlling shareholder, Banco Santander Spain, that it would launch a voluntary exchange offer in Brazil and United States for acquisition of up to the totality of the shares of Banco Santander that were not held by Banco Santander Spain, which represented approximately 25% of Banco Santander’s share capital, with payment in shares of Banco Santander Spain. As a result of the Transaction, Bank would continue to be a listed company, although it would change from the Level 2 of Corporate Governance of BM&FBovespa to the traditional segment. |
26
On June 9, 2014, it was held an extraordinary shareholder meeting, which resolved on the following Agenda: (a) the exit of the Bank from Level 2 of Corporate Governance; and (b) the selection of the specialized firm NM Rothschild & Sons (Brasil) Ltda.(“Rothschild”), to prepare a valuation report, called a “laudo”, based on the Bank’s economic value, for purposes of the Exchange Offer and the consequent exit from Level 2. | |||||||||||||||||
On June 13, 2014, the Bank announced to the market that the valuation report, prepared by Rothschild was duly filed on the date hereof with (i) the CVM; (ii) the BM&FBovespa; and (iii) the U.S. Securities and Exchange Commission - SEC. The Company informed as well that an application for registration of the Exchange Offer was duly filed with the CVM on the date hereof. | |||||||||||||||||
On October 2, 2014 Banco Santander´s Board of Directors issued an opinion regarding the Exchange Offer and Banco Santander filed with the SEC its position with respect to the proposed transaction by means of a Schedule 14D-9. On October 16, 2014 Banco Santander Spain and Banco Santander disclosed to the market the adjustment of exchange ratio of the Exchange Offer referred to in the Public Notice (edital) published on September 18, 2014. In accordance with the Public Notice, the exchange ratio, and consequently the amount of BDR that entitles each Subscription Receipt, was adjusted from 0.70 BDR for each Unit and 0.35 BDR for each share, either ordinary or preferred, to 0.7152 BDR for each Unit and 0.3576 BDR for each share, either ordinary or preferred, in view of the compensation declared by Banco Santander Spain on October 16, 2014, under the Santander Dividendo Elección program, with record date on October 17, 2014. | |||||||||||||||||
On October 31, 2014, Banco Santander together with Banco Santander Spain announced to the market the Exchange Offer Results. Banco Santander Spain acquired 1,640,644 shares and 517,827,702 Units, representing, together, 13.65% of the share capital of Bank. Thereby, the participation of Grupo Santander in Banco Santander would be 88.30% of its total share capital, 88.87% of its common shares and 87.71% of its preferred shares, considering also the ADRs representative of Units acquired in the Exchange Offer in the USA. As consequence of the Exchange Offer, Santander Brasil´s shares are no longer listed on Level 2 of BM&FBovespa, and are trading on the traditional listing segment. | |||||||||||||||||
12. Breakdown of income accounts | |||||||||||||||||
a) Personnel expenses | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01 to |
| 7/01 to |
| 1/01 to |
| 1/01 to 9/30/2014 | |||||||||||
| Wages and salaries |
|
|
|
|
|
|
|
| 1,248,047 |
| 1,153,115 |
| 3,511,244 |
| 3,364,445 | |
| Social security costs |
|
|
|
|
|
|
| 324,234 |
| 289,902 |
| 952,808 |
| 866,656 | ||
| Benefits |
|
|
|
|
|
|
|
|
| 293,816 |
| 277,349 |
| 863,420 |
| 798,538 |
| Defined benefit pension plans |
|
|
|
|
|
|
| 7,833 |
| 5,459 |
| 23,507 |
| 16,373 | ||
| Contributions to defined contribution pension funds | 18,996 |
| 14,618 |
| 55,877 |
| 47,225 | |||||||||
| Share-based payment costs |
|
|
|
|
|
|
| 10,715 |
| 8,485 |
| 34,225 |
| 14,029 | ||
| Training |
|
|
|
|
|
|
|
|
| 22,886 |
| 22,051 |
| 63,422 |
| 50,103 |
| Other personnel expenses | 60,455 |
| 32,570 |
| 169,442 |
| 98,021 | |||||||||
| Total |
|
|
|
|
|
|
|
|
| 1,986,982 |
| 1,803,549 |
| 5,673,945 |
| 5,255,390 |
b) Other administrative expenses | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| 7/01 to |
| 7/01 to |
| 1/01 to |
| 1/01 to |
| Property, fixtures and supplies |
|
|
|
|
|
|
| 310,018 |
| 294,821 |
| 944,192 |
| 895,706 | ||
| Technology and systems |
|
|
|
|
|
|
| 322,508 |
| 268,089 |
| 882,374 |
| 821,311 | ||
| Advertising |
|
|
|
|
|
|
|
|
| 118,261 |
| 113,883 |
| 264,352 |
| 279,893 |
| Communications |
|
|
|
|
|
|
|
|
| 126,328 |
| 127,759 |
| 361,814 |
| 388,809 |
| Per diems and travel expenses |
|
|
|
|
|
|
| 40,656 |
| 32,058 |
| 110,006 |
| 100,040 | ||
| Taxes other than income tax |
|
|
|
|
|
|
| 39,206 |
| 17,628 |
| 109,012 |
| 52,218 | ||
| Surveillance and cash courier services |
|
|
|
|
| 163,521 |
| 138,630 |
| 453,497 |
| 427,078 | ||||
| Insurance premiums |
|
|
|
|
|
|
| 3,808 |
| 4,415 |
| 14,331 |
| 12,609 | ||
| Specialized and technical services |
|
|
|
|
| 448,635 |
| 535,572 |
| 1,290,215 |
| 1,481,240 | ||||
| Technical reports | 99,610 |
| 100,329 |
| 295,973 |
| 285,750 | |||||||||
| Other specialized and technical services | 349,025 |
| 435,243 |
| 994,242 |
| 1,195,490 | |||||||||
| Other administrative expenses |
|
|
|
|
|
|
| 73,403 |
| 183,515 |
| 421,858 |
| 453,791 | ||
| Total |
|
|
|
|
|
|
|
|
| 1,646,344 |
| 1,716,370 |
| 4,851,651 |
| 4,912,695 |
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 elegible 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 Local Program Banco Santander is divided into two types of independent plans: (i) share purchase plans and (ii) Delivery Plans actions. | |||||||||||||||||
The Extraordinary stockholders’ Meeting of Banco Santander held on February 3, 2010 approved the Share-Based Compensation Program - Units of Banco Santander (Local Plan), consisting of two independent plans: Stock Option Plan for Share Deposit Certificates - Units (SOP) and Long-Term Incentive Plan - Investment in Share Deposit Certificates - Units (PSP). | |||||||||||||||||
On 25 October 2011, Banco Santander held an EGM, which approved the grant of the Incentive Long - Term Incentive Plan (SOP 2014) - Investment in Certificates of Deposit Shares ("Units") to certain directors and Managerial level employees of the Bank and companies under its control. | |||||||||||||||||
On 29 April, 2013, Banco Santander held an EGM, which approved the grant of the Banco Santander’s share-based compensation program - Stock Option Plan for Share Deposit Certificates – Units (SOP 2013) and the Long-Term Incentive Plan - Investment in Share Deposit Certificates (PSP 2013). | |||||||||||||||||
27
(i) Share purchase plans | |||||||||||||||||
The purchasing action plans consist of the Option Plans of Purchase Share Deposit Certificates - Units (SOP). | |||||||||||||||||
The characteristic of each plan are: | |||||||||||||||||
SOP Plan: It is a 3 year Stock Option Plan by which new shares of the Banco Santander are issued, as a manner of retaining the officers’ commitment to long-term results. The period for exercising the options starts on June 30, 2012 and is two years longer than the vesting period. The volume equivalent to 1/3 of the Units resulting from the exercise of options cannot be sold by the participant during a period of one year from the exercise date of each unit. | |||||||||||||||||
Long-Term Incentive Plan - SOP 2014: It is a 3 year Stock Option Plan. The period for exercise comprises between June 30, 2014 and June 30, 2016. The number of Units exercisable by the participants will be determined according to the result of the determination of a performance parameter of the Bank: total Shareholder Return (TSR) and may be reduced if failure to achieve the goals of reducing the Return on Risk Adjusted Capital (RORAC), comparison made between realized and budgeted in each year, as determined by the Board of Directors. Additionally, it is necessary that the participant remains in the Bank during the term of the Plan to acquire a position to exercise the corresponding Units. | |||||||||||||||||
Long-Term Incentive Plan – SOP 2013: It is a stock option plan with 3 years of vesting. The period for the exercise comprises between June 30, 2016 and June 30, 2018. The number of Units exercisable by the participants will be determined according to the result of measurement of a performance parameter of the Bank: Total Shareholder Return (TSR) and can be reduced, if not achieved the goals of reducing weighted Return on Assets by Risk (RoRWA), comparison between realized and budgeted in each year, as determined by the Board of Directors. Additionally, it is necessary that the participant remains in the Bank during the term of the Plan to acquire a position to exercise the corresponding Units. | |||||||||||||||||
(ii) Stock Delivery Plans | |||||||||||||||||
The stock delivery plans consist of the Long Term Incentive Plan - Investment in Share Deposit Certificates - Units (PSP).
| |||||||||||||||||
PSP Plan:Compensation Plan based on shares settled in cash, with vesting period of 3 years, promoting a commitment of executives with the long-term results. The Plan has as its object the variable compensation by the Bank to Participants under the Variable Compensation and (i) 50% (fifty percent) consist of the delivery "Units", where which can not be sold during the term of 01 (one) year from the date of exercise and (ii) 50% (fifty percent) will be paid in cash, which may be used freely by the Participants ("fifty percent"), after deductions of all taxes, charges and withholdings. | |||||||||||||||||
Long-Term Incentive Plan – PSP 2013:Compensation Plan based on shares with cycles of 3 years, promoting a commitment of executives with the long-term results. The Plan has as its object the variable compensation by the Bank to Participants under the Variable Compensation 100% (one hundred percent) consist of the delivery Units. | |||||||||||||||||
a.1) Fair Value and Plans Performance Parameters | |||||||||||||||||
For accounting of the Local Program plans, an independent consultant promoted simulations based on Monte Carlo methodology's, 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. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| PSP 2013/ SOP 2013 |
| PlansSOP, PI12 - PSP, PI13 - PSP and PI14 - PSP(1) |
| SOP 2014(2) |
Total Shareholder Return (TSR) rank | % of Exercisable Shares | ||||||||||||||||
| 1st |
|
|
|
|
|
|
|
|
|
|
| 100% |
| 50% |
| 100% |
| 2nd |
|
|
|
|
|
|
|
|
|
|
| 75% |
| 35% |
| 75% |
| 3rd |
|
|
|
|
|
|
|
|
|
|
| 50% |
| 25% |
| 50% |
| 4th |
|
|
|
|
|
|
|
|
|
|
| - |
| - |
| 25% |
(1) Associated with the TSR, the remaining 50% of the shares subject to exercise refer to the realization of net income vs. budgeted profit. | |||||||||||||||||
(2) The percentage of shares determined at the position of TSR is subject to a penalty according to the implementation of the Return on Risk Adjusted Capital (RORAC). | |||||||||||||||||
For measurement of the fair value the following premises was used: | |||||||||||||||||
PSP 2013 | PI14 - PSP | PI13 - PSP | PI12 - PSP | ||||||||||||||
| Method of Assessment |
|
|
|
|
|
|
| Binomial |
| Binomial |
| Binomial |
| Binomial | ||
| Volatility |
|
|
|
|
|
|
|
|
| 40.00% |
| 57.37% |
| 57.37% |
| 57.37% |
| Probability of Occurrence |
|
|
|
|
|
|
| 60.27% |
| 37.59% |
| 26.97% |
| 43.11% | ||
| Risk-Free Rate |
|
|
|
|
|
|
|
|
| 11.80% |
| 10.50% |
| 10.50% |
| 11.18% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SOP 2013 |
| SOP 2014 |
| SOP plan |
| Method of Assessment |
|
|
|
|
|
|
|
|
| Black&Scholes |
| Black&Scholes |
| Binomial | ||
| Volatility |
|
|
|
|
|
|
|
|
|
|
| 40.00% |
| 40.00% |
| 57.37% |
| Rate of Dividends |
|
|
|
|
|
|
|
|
|
|
| 3.00% |
| 3.00% |
| 5.43% |
| Vesting Period |
|
|
|
|
|
|
|
|
|
|
| 2 years |
| 2 years |
| 2,72 years |
| Average Exercise Time |
|
|
|
|
|
|
|
|
| 5 years |
| 5 years |
| 3,72 years | ||
| Risk-Free Rate |
|
|
|
|
|
|
|
|
|
|
| 11.80% |
| 10.50% |
| 11.18% |
| Probability of Occurrence |
|
|
|
|
|
|
|
|
| 60.27% |
| 71.26% |
| 43.11% | ||
| Fair Value of the Option Shares |
|
|
|
|
|
|
|
|
| R$5,96 |
| R$6,45 |
| R$7,19 | ||
The average value of shares SANB11(Shares of the Bank in BM&FBovespa) in the period ended on September 30, 2015 is R$15.40 (12/31/2014 - R$15.06). | |||||||||||||||||
In the period ended on September 30, 2015, daily pro-rata expenses amounting R$8,425 (6/30/2014 - expenses of R$3,645), relating to the SOP plan and expenses amounting R$5,793 (6/30/2014 - expenses of R$6,474) relating to the PSP plan. Also recorded in the period a loss with the movement of the market value of the share of the PSP Plan in the amount of R$1,048 as "Gains (losses) on financial assets and liabilities (net) - other". | |||||||||||||||||
28
|
|
|
|
|
|
| Number of Units |
| Exercise Price |
| Year Granted |
| Employees | Date of Commencement of Period |
| Expiration Date of Period | |
Final Balance on December 31, 2013 |
| 35,654,230 |
|
|
|
|
|
|
|
|
|
| |||||
Cancelled (PI 14 - PSP) options |
|
|
| (1,536,735) |
|
|
| 2012 |
| Managers |
| 05/29/12 |
| 06/30/14 | |||
Cancelled (SOP - 2014) options |
|
|
| (13,300,678) |
| 14.31 |
| 2011 |
| Managers |
| 10/26/11 |
| 06/30/16 | |||
Cancelled (SOP - 2013) options |
|
|
| (804,121) |
| 14.43 |
| 2013 |
| Managers |
| 05/02/13 |
| 06/30/18 | |||
Cancelled (PSP - 2013) options |
|
|
| (163,544) |
|
|
| 2013 |
| Managers |
| 08/13/13 |
| 06/30/16 | |||
Granted (PSP - 2013) options |
|
|
| 295,957 |
|
|
| 2013 |
| Managers |
| 08/13/13 |
| 06/30/16 | |||
Cancelled (SOP) options |
|
|
| (4,903,768) |
| 23.50 |
| 2010 |
| Managers |
| 02/03/10 |
| 06/30/14 | |||
Exercised (PI 14 - PSP) options |
|
|
| (180,574) |
|
|
| 2012 |
| Managers |
| 05/29/12 |
| 06/30/14 | |||
Exercised (SOP delivery 2014) options |
| (1,230,303) |
|
|
| 2011 |
| Managers |
| 10/26/11 |
| 06/30/16 | |||||
Final Balance on December 31, 2014 |
| 13,830,464 |
|
|
|
|
|
|
|
|
|
| |||||
Cancelled (SOP - 2013) options |
|
|
| (498,407) |
| 14.43 |
| 2013 |
| Managers |
| 05/02/13 |
| 06/30/18 | |||
Cancelled (PSP - 2013) options |
|
|
| (45,085) |
|
|
| 2013 |
| Managers |
| 08/13/13 |
| 06/30/16 | |||
Exercised (SOP delivery 2014) options |
| (233,499) |
|
|
| 2011 |
| Managers |
| 10/26/11 |
| 06/30/16 | |||||
Final Balance on September 30, 2015 |
| 13,053,473 |
|
|
|
|
|
|
|
|
|
| |||||
SOP 2014 |
|
|
|
|
| 794,926 |
| 14.31 |
| 2011 |
| Managers |
| 10/26/11 |
| 06/30/16 | |
SOP 2013 |
|
|
|
|
| 9,740,217 |
| 14.43 |
| 2013 |
| Managers |
| 05/02/13 |
| 06/30/18 | |
PSP 2013 |
|
|
|
|
| 2,518,330 |
|
|
| 2013 |
| Managers |
| 08/13/13 |
| 06/30/16 | |
Total |
|
|
|
|
| 13,053,473 |
|
|
|
|
|
|
|
|
|
| |
a.2) Global Program | |||||||||||||||||
Long-Term Incentive Policy | |||||||||||||||||
The Board of Directors’ of Banco Santander Spain approved in a meeting held on March 26, 2008, the long-term incentive policy intended for the executives of Banco Santander Spain and the Santander Group companies (except Banco Español de Crédito, S.A. - Banesto). This policy provides for compensation tied to the performance of the stock of Banco Santander Spain, as established in the Annual Stockholders’ Meeting. | |||||||||||||||||
Among the plans of Banco Santander Spain, Conglomerate Santander's executives in Brazil already participate in the Stock Plan Tied to Goals: multiyear plan paid in shares of Banco Santander Spain. This plan’s beneficiaries are the Executive Officers and other members of Top Management, as well as any other group of executives identified by the Executive Board or the Executive Committee. | |||||||||||||||||
This plan involves three-years cycles for the delivery of shares to the grantees. The first two cycles started in July 2007, with the first cycle lasting two years (Plan I09) and the other cycles lasting three years, on average (Plan I10/Plan I11/Plan I12/Plan I13 and Plan l14). Therefore since 2009 a new cycle beginnings and the closure of a previous cycle. The purpose is to establish an appropriate sequence between the end of the incentive program, tied to the previous plan, I-06, and the successive cycles of this plan. | |||||||||||||||||
For each cycle is set a maximum number of shares for each grantee who continued working at Grupo Santander Spain during the plan. The objectives whose fulfillment determine the number of shares distributed are defined by comparing the performance of Grupo Santander Spain in relation to a Reference Group (financial institutions) and are related to two parameters: RTA and growth in Earnings / Benefit for Action (BPA). | |||||||||||||||||
Each of these parameters has a weight of 50% in the determination of the percentage of shares to be granted. The number of shares to be granted is determined in each cycle by the goal attainment level on the third anniversary of the start of each cycle (except the first cycle, for which the second anniversary will be considered). | |||||||||||||||||
From the plan Pl12 the purpose determines the number of actions thats relate to just one performance condition, which has 100% weight in the percentage of shares to be distributed: the TSR Group. | |||||||||||||||||
In 2014, it was released a share delivery plan called Long Term Incentive Global Grant 2014 - ILP CRDIV. 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. | |||||||||||||||||
Global Plan Fair Value | |||||||||||||||||
It was 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 valuation model, 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. | |||||||||||||||||
|
|
|
|
|
|
|
|
| PI10 |
| PI11 |
| PI12 |
| PI13 |
| PI14 |
Expected volatility (*) |
| 15.67% |
| 19.31% |
| 42.36% |
| 49.64% |
| 51.35% | |||||||
Annual dividend yield based on last five years | 3.24% |
| 3.47% |
| 4.88% |
| 6.33% |
| 6.06% | ||||||||
Risk-free interest rate (Treasury Bond yield –zero coupon) over the period of the plan | 4.50% |
| 4.84% |
| 2.04% |
| 3.33% |
| 4.07% | ||||||||
(*) calculated on the basis of historical volatility over the corresponding period (two or three years). | |||||||||||||||||
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. | |||||||||||||||||
29
|
|
|
|
|
|
|
|
| Number of Units | Granted Year | Employees | Data of Commencement of Period | Data of Expiry of Period | ||||
Final Balance on December 31, 2013 |
| 379,685 |
|
|
|
|
|
|
|
| |||||||
Cancelled Options (PI14) |
| (379,685) |
| 2011 |
| Managers |
| 07/01/11 |
| 07/31/2014 | |||||||
Final Balance on December 31, 2014 |
| - |
|
|
|
|
|
|
|
| |||||||
Final Balance on September 30, 2015 |
| - |
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Plan CRD-IV: | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 2 years |
| 3 years |
| 4 years |
| Future income Dividend |
|
|
|
|
|
|
| 11.1% |
| 10.8% |
| 9.5% | ||||
| Expected Volatility |
|
|
| 32.7% |
| 34.7% |
| 36.9% | ||||||||
| Volatility comparator |
| 12% -52% |
| 16% - 56% |
| 16% - 52% | ||||||||||
| Risk-free interest rate |
| 1.7% |
| 2.1% |
| 2.5% | ||||||||||
| Correlation |
| 0.6 |
| 0.6 |
| 0.6 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The indicator will be used to measure the achievement of targets will be the comparison of the Total Shareholder Return (TSR) 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 (2015) and a second time in the annual payment of each installment (2015, 2016 and 2017). | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Each executive has a target in dollars. If the indicators are reached, the target will be converted to Group's shares awarded in installments in the years 2016, 2017 and 2018, with sale restriction of one (1) year after each delivery. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Number of Shares | Granted Year | Employees |
| Data of Commencement of the Period | Data of Expiry of Period | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance Plans on December 31, 2014 |
| - |
| 2014 |
| Executivos |
|
|
|
| ||||||
| Balance Plans on September 30, 2015 |
| - |
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the period ended September 30, 2015, were recognized expenses daily pro rata amounting to R$6,760 (9/30/2014 - expense amounting to R$3,689), 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) Referenced Variable Remuneration in Shares | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Annual stockholders’ Meeting of Banco Santander Spain, held on June 11, 2010, approved the new policy for executive compensation through a referenced variable remuneration in shares plan effective for all the companies of the Group, including Banco Santander. This new policy, subject to adjustments applicable to Banco Santander, were approved by Appointment and Compensation Committee and Board of Directors at the meeting held on February 2, 2011. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The plan's objectives are: (i) to align the compensation program with the principles of the “Financial Stability Board” (FSB) agreed upon at the G20; (ii) to align Banco Santander’s interests with those of the plan’s participants (to achieve the sustainable and recurring growth and profitability of Banco Santander’s businesses and to recognize the participants’ contributions); (iii) to allow the retention of participants; and (iv) to improve Banco Santander’s performance and defend the interests of stockholders' via a long-term commitment. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The purpose of the plan is the cash or shares payment of part of the variable compensation owed by Banco Santander to the plan’s participants pursuant to the Bank’s compensation policy, based on the future performance of the bank’s shares. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The referenced variable remuneration in shares is within the limits of the overall management compensation approved by Banco Santander's Annual Stockholders' Meeting. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total number of shares on which the compensation plan is based will be settled in three installments and equally allocated to each of the three fiscal years following the reference year. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On December 21, 2011, the Board of Directors approved the proposed new incentive plan (deferred) for payment of the variable remuneration of directors and certain employees, which was the subject to resolution of the ordinary general meeting February 7, 2012. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On December 19, 2012, the Board of Directors approved the proposed new incentive plan (deferred) for payment of the variable remuneration of directors and certain employees, which will be subject to resolution of the ordinary general meeting on February 15, 2013. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On April 24, 2013, the Board of Directors approved the proposed new incentive plan (deferred) for payment of the variable remuneration of directors and certain employees, which was approved in AGE (Extraordinary General Meeting) of June 3, 2013. resolution of the ordinary general meeting on June 3, 2013. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 has been assessed and became divided into two programs: (i) Collective Identified and (ii) Collective undentified. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a) Identified Collective - Participants of the Executive Committee, Statutory Officers and other executives who take significant risks in the Bank and are responsible for the control areas. The deferral will be half in cash, indexed to 100% of CDI and half in shares. On the year ended on September 30, 2015, was recorded expense amounting R$4,324 (9/30/2014 - credits of R$1,321), regarding the provision of the plan and recorded gain with the oscillation of the share market value of the plan in the amount of R$1,673 (9/30/2014 - R$4,992) as personal expenses. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 September 30, 2015, there were expenses of R$8,923 (9/30/2014 - expenses of R$221). | |||||||||||||||||
30
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 operates in Brazil and abroad, through the Cayman branch and its subsidiary in Spain, with Brazilian clients and therefore has no geographical segments. | |||||||||||||||||
The Commercial Banking segment encompasses the entire commercial banking business (except for the Corporate Banking business managed globally using the Global Relationship Model). The Global Wholesale Banking segment reflects the returns on the Global Corporate Banking business, those on Investment Banking and Markets worldwide, including all treasury departments and the equities business. | |||||||||||||||||
The income statements and other significant data are as follows: | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| 7/01 to 9/30/2015 | ||||||
(Condensed) Income Statement | Commercial Banking | Global Wholesale Banking | Total | ||||||||||||||
| NET INTEREST INCOME | 6,696,738 |
| 1,059,604 |
| 7,756,342 | |||||||||||
| Income from equity instruments | 15,268 |
| - |
| 15,268 | |||||||||||
| Share of results of entities accounted for using the equity method |
|
|
|
|
| 26,002 |
| - |
| 26,002 | ||||||
| Net fee and commission income | 2,091,845 |
| 306,503 |
| 2,398,348 | |||||||||||
| Gains (losses) on financial assets and liabilities and exchange differences(1) | (7,804,844) |
| (161,859) |
| (7,966,703) | |||||||||||
| Other operating income/(expenses) |
|
|
|
|
|
|
| 11,755 |
| (201) |
| 11,554 | ||||
| TOTAL INCOME | 1,036,764 |
| 1,204,047 |
| 2,240,811 | |||||||||||
| Personnel expenses | (1,816,700) |
| (170,282) |
| (1,986,982) | |||||||||||
| Other administrative expenses | (1,580,077) |
| (66,267) |
| (1,646,344) | |||||||||||
| Depreciation and amortization | (328,026) |
| (30,935) |
| (358,961) | |||||||||||
| Provisions (net) |
| (996,489) |
| (65,033) |
| (1,061,522) | ||||||||||
| Net impairment losses on financial assets |
|
|
|
|
|
|
| (2,850,011) |
| (285,384) |
| (3,135,395) | ||||
| Net impairment losses on non-financial assets |
|
|
|
|
|
|
| (299,250) |
| (221) |
| (299,471) | ||||
| Other financial gains/(losses) | 762,061 |
| - |
| 762,061 | |||||||||||
| PROFIT/LOSS BEFORE TAX(1) |
|
|
|
|
|
|
| (6,071,728) |
| 585,925 |
| (5,485,803) | ||||
(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. Adjusted for losses amounting to R$7,616,244 due to the effects of the devaluation of the Real against the US Dollar on September 30, 2015, the Profit before Tax for the Commercial Bank segment was R$1,544,515. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| 7/01 to 9/30/2014 | ||||||
(Condensed) Income Statement | Commercial Banking | Global Wholesale Banking | Total | ||||||||||||||
| NET INTEREST INCOME | 6,019,074 |
| 525,368 |
| 6,544,442 | |||||||||||
| Income from equity instruments | 36,582 |
| - |
| 36,582 | |||||||||||
| Share of results of entities accounted for using the equity method | 30,747 |
| - |
| 30,747 | |||||||||||
| Net fee and commission income | 1,934,691 |
| 267,457 |
| 2,202,148 | |||||||||||
| Gains (losses) on financial assets and liabilities and exchange differences(1) | (1,110,095) |
| 232,151 |
| (877,944) | |||||||||||
| Other operating income/(expenses) |
|
|
|
|
|
|
| (112,168) |
| (4,237) |
| (116,405) | ||||
| TOTAL INCOME | 6,798,831 |
| 1,020,739 |
| 7,819,570 | |||||||||||
| Personnel expenses | (1,645,748) |
| (157,801) |
| (1,803,549) | |||||||||||
| Other administrative expenses | (1,650,833) |
| (65,537) |
| (1,716,370) | |||||||||||
| Depreciation and amortization | (339,241) |
| (31,891) |
| (371,132) | |||||||||||
| Provisions (net) | (631,324) |
| (12,553) |
| (643,877) | |||||||||||
| Net impairment losses on financial assets |
|
|
|
|
|
|
| (2,786,046) |
| (39,083) |
| (2,825,129) | ||||
| Net impairment losses on non-financial assets |
|
|
|
|
|
|
| 8,321 |
| 185 |
| 8,506 | ||||
| Other financial gains/(losses) | 55,194 |
| - |
| 55,194 | |||||||||||
| PROFIT BEFORE TAX(1) | (190,846) |
| 714,059 |
| 523,213 | |||||||||||
(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. Adjusted for losses amounting to R$1,367,883 due to the effects of the devaluation of the Real against the US Dollar on September 30, 2014, the Profit before Tax for the Commercial Bank segment was R$1,177,037. | |||||||||||||||||
31
|
|
|
|
|
|
|
|
|
|
| 1/01 to 9/30/2015 | ||||||
(Condensed) Income Statement | Commercial Banking | Global Wholesale Banking | Total | ||||||||||||||
| NET INTEREST INCOME | 21,657,952 |
| 2,745,389 |
| 24,403,341 | |||||||||||
| Income from equity instruments |
|
|
|
|
|
|
|
|
| 95,881 |
| - |
| 95,881 | ||
| Share of results of entities accounted for using the equity method |
|
|
|
|
| 81,953 |
| - |
| 81,953 | ||||||
| Net fee and commission income |
|
|
|
|
|
|
|
| 6,041,586 |
| 909,575 |
| 6,951,161 | |||
| Gains (losses) on financial assets and liabilities and exchange differences(1) |
|
|
|
|
| (11,459,005) |
| (77,407) |
| (11,536,412) | ||||||
| Other operating income/(expenses) |
|
|
|
|
|
|
| (185,526) |
| (8,414) |
| (193,940) | ||||
| TOTAL INCOME | 16,232,841 |
| 3,569,143 |
| 19,801,984 | |||||||||||
| Personnel expenses |
|
|
|
|
|
|
|
|
| (5,182,395) |
| (491,550) |
| (5,673,945) | ||
| Other administrative expenses |
|
|
|
|
|
|
|
|
| (4,664,020) |
| (187,631) |
| (4,851,651) | ||
| Depreciation and amortization |
|
|
|
|
|
|
|
|
| (1,068,457) |
| (98,209) |
| (1,166,666) | ||
| Provisions (net) | (3,212,547) |
| 30,631 |
| (3,181,916) | |||||||||||
| Net impairment losses on financial assets |
|
|
|
|
|
|
| (8,502,519) |
| (765,390) |
| (9,267,909) | ||||
| Net impairment losses on non-financial assets |
|
|
|
|
|
|
| (1,242,369) |
| (580) |
| (1,242,949) | ||||
| Other financial gains/(losses) | 855,332 |
| - |
| 855,332 | |||||||||||
| PROFIT BEFORE TAX(1) | (6,784,134) |
| 2,056,414 |
| (4,727,720) | |||||||||||
(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. Adjusted for losses amounting to R$11,454,511 due to the effects of the devaluation of the Real against the US Dollar on Setembro 30, 2015, the Profit before Tax for the Commercial Bank segment was R$4,670,376. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| 1/01 to 9/30/2014 | ||||||
(Condensed) Income Statement | Commercial Banking | Global Wholesale Banking | Total | ||||||||||||||
| NET INTEREST INCOME |
|
|
|
|
|
|
|
|
| 18,632,244 |
| 1,821,522 |
| 20,453,766 | ||
| Income from equity instruments |
|
|
|
|
|
|
|
|
| 173,424 |
| - |
| 173,424 | ||
| Share of results of entities accounted for using the equity method |
|
|
|
|
| 67,575 |
| - |
| 67,575 | ||||||
| Net fee and commission income |
|
|
|
|
|
|
|
| 5,519,680 |
| 756,403 |
| 6,276,083 | |||
| Gains (losses) on financial assets and liabilities and exchange differences(1) |
|
|
|
|
| (308,191) |
| 372,716 |
| 64,525 | ||||||
| Other operating income/(expenses) |
|
|
|
|
|
|
| (358,339) |
| (14,830) |
| (373,169) | ||||
| TOTAL INCOME | 23,726,393 |
| 2,935,811 |
| 26,662,204 | |||||||||||
| Personnel expenses |
|
|
|
|
|
|
|
|
| (4,795,968) |
| (459,422) |
| (5,255,390) | ||
| Other administrative expenses |
|
|
|
|
|
|
|
|
| (4,728,852) |
| (183,843) |
| (4,912,695) | ||
| Depreciation and amortization |
|
|
|
|
|
|
|
|
| (889,905) |
| (99,148) |
| (989,053) | ||
| Provisions (net) | (1,386,685) |
| (12,617) |
| (1,399,302) | |||||||||||
| Net impairment losses on financial assets |
|
|
|
|
|
|
| (8,336,135) |
| (204,726) |
| (8,540,861) | ||||
| Net impairment losses on non-financial assets |
|
|
|
|
|
|
| 10,655 |
| 825 |
| 11,480 | ||||
| Other financial gains/(losses) |
|
|
|
|
|
|
|
|
| 86,415 |
| - |
| 86,415 | ||
| PROFIT BEFORE TAX(1) |
|
|
|
|
|
|
|
|
| 3,685,918 |
| 1,976,880 |
| 5,662,798 | ||
(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. Adjusted for losses amounting to R$501,687 due to the effects of the devaluation of the Real against the US Dollar on September 30, 2014, the Profit before Tax for the Commercial Bank segment was R$4,187,605. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| 9/30/2015 | ||||||
Other aggregates: | Commercial Banking | Global Wholesale Banking | Total | ||||||||||||||
| Total assets |
|
|
|
|
|
|
|
|
|
|
| 530,638,198 |
| 80,519,744 |
| 611,157,942 |
| Loans and advances to customers |
|
|
|
|
|
|
| 187,427,787 |
| 66,681,017 |
| 254,108,804 | ||||
| Customer deposits |
|
|
|
|
|
|
|
|
|
|
| 221,355,234 |
| 23,209,258 |
| 244,564,492 |
|
|
|
|
|
|
|
|
|
|
| 12/31/2014 | ||||||
Other aggregates: | Commercial Banking | Global Wholesale Banking | Total | ||||||||||||||
| Total assets |
|
|
|
|
|
|
|
|
|
|
| 447,099,883 |
| 73,131,027 |
| 520,230,910 |
| Loans and advances to customers |
|
|
|
|
|
|
| 177,426,688 |
| 58,263,661 |
| 235,690,349 | ||||
| Customer deposits |
|
|
|
|
|
|
|
|
|
|
| 199,721,072 |
| 20,922,947 |
| 220,644,019 |
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. | |||||||||||||||||
The transactions related to the Bank with its related parties for nine-months ended September 30, 2015 and December 31, 2014 were as follows: | |||||||||||||||||
a) Key-person management compensation | |||||||||||||||||
The Board of Directors' meeting, held on January 29, 2015 approved, in accordance with the Compensation and Appointment Committee the global compensation proposal of directors (Board of Directors and Executive Officers) overall amounting to R$300,000 for the 2015 financial year, covering fixed remuneration, variable and equity-based and other benefits. The proposal were approved by the extraordinary stockholders' meeting (ESM) held on April 30, 2015. | |||||||||||||||||
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. | |||||||||||||||||
32
a.2) Short-term benefits | |||||||||||||||||
The following table shows the Board of Directors’ and Executive Board’s: | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/01 to 9/30/2015 |
| 1/01 to 9/30/2014 |
| Fixed compensation |
|
|
|
|
|
|
|
|
|
|
|
| 42,821 |
| 37,590 | |
| Variable compensation |
|
|
|
|
|
|
|
|
|
|
| 79,186 |
| 71,740 | ||
| Other |
|
|
|
|
|
|
|
|
|
|
|
|
| 12,048 |
| 10,879 |
| Total Short-term benefits |
|
|
|
|
|
|
|
|
|
|
| 134,055 |
| 120,209 | ||
| Share-based payment |
|
|
|
|
|
|
|
|
|
|
|
|
| 18,242 |
| 22,892 |
| Total Long-term benefits |
|
|
|
|
|
|
|
|
|
|
| 18,242 |
| 22,892 | ||
| Total(1) |
|
|
|
|
|
|
|
|
|
|
|
|
| 152,297 |
| 143,101 |
(1) Refers to the amount paid by Banco Santander to their Managers for positions they hold at Banco Santander and other companies in the Conglomerate Santander. | |||||||||||||||||
Additionally, in the period of nine-months ended September 30, 2015, charges were collected on key-person management compensation amounting R$20,606 (6/30/2014 - R$22,184). | |||||||||||||||||
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 - directors, members of board of directors and audit committee as well as their spouses and relatives up to the second degree; | |||||||||||||||||
II - individuals or legal entities of Banco Santander, which hold more than 10% of the share capital; | |||||||||||||||||
III - Legal entities which hold more than 10% of the share capital, Banco Santander and its subsidiaries; | |||||||||||||||||
IV - legal entities which hold more than 10% of the share capital, any of the directors or members of the Board of Directors and Audit Committee or management's own financial institution, as well as their spouses or relatives up to the second degree. | |||||||||||||||||
c) Ownership Interest | |||||||||||||||||
The table below shows the direct ownership interests (common shares and preferred shares): | |||||||||||||||||
|
|
|
|
|
|
| 9/30/2015 | ||||||||||
Common | Preferred | Total | |||||||||||||||
Shares | Common | Shares | Preferred | Shares | Total | ||||||||||||
| Stockholders' |
|
|
|
|
| (thousands) |
| Shares (%) |
| (thousands) |
| Shares (%) |
| (thousands) |
| Shares (%) |
| Sterrebeeck B.V.(1) | 1,809,583 |
| 46.8% |
| 1,733,644 |
| 46.5% |
| 3,543,227 |
| 46.6% | |||||
| Grupo Empresarial Santander, S.L.(1) |
| 1,107,673 |
| 28.6% |
| 1,019,645 |
| 27.3% |
| 2,127,318 |
| 28.0% | ||||
| Banco Santander, S.A.(1) |
|
|
| 518,207 |
| 13.4% |
| 519,089 |
| 13.9% |
| 1,037,296 |
| 13.6% | ||
| Santander Insurance Holding, S.L.(1) |
| 3,758 |
| 0.1% |
| 179 |
| 0.0% |
| 3,937 |
| 0.1% | ||||
| Qatar Holding, LLC(2) |
| 207,812 |
| 5.4% |
| 207,812 |
| 5.6% |
| 415,624 |
| 5.5% | ||||
| Employees | 3,389 |
| 0.1% |
| 3,411 |
| 0.1% |
| 6,800 |
| 0.1% | |||||
| Members of the Board of Directors |
| (*) |
| (*) |
| (*) |
| (*) |
| (*) |
| (*) | ||||
| Members of the Executive Board |
|
|
| (*) |
| (*) |
| (*) |
| (*) |
| (*) |
| (*) | ||
| Other | 185,271 |
| 4.7% |
| 213,055 |
| 5.7% |
| 398,326 |
| 5.2% | |||||
| Total | 3,835,693 |
|
|
| 3,696,835 |
|
|
| 7,532,528 |
|
| |||||
| Treasury shares | 34,156 |
| 0.9% |
| 34,156 |
| 0.9% |
| 68,312 |
| 0.7% | |||||
| Total | 3,869,849 |
| 100.0% |
| 3,730,991 |
| 100.0% |
| 7,600,840 |
| 100.0% | |||||
| Free Float | 396,472 |
| 10.2% |
| 424,278 |
| 11.4% |
| 820,750 |
| 10.8% | |||||
|
|
|
|
|
|
| 12/31/2014 | ||||||||||
Common | Preferred | Total | |||||||||||||||
Shares | Common | Shares | Preferred | Shares | Total | ||||||||||||
Stockholders' | (thousands) | Shares (%) | (thousands) | Shares (%) | (thousands) | Shares (%) | |||||||||||
| Sterrebeeck B.V.(1) | 1,809,583 |
| 46.8% |
| 1,733,644 |
| 46.5% |
| 3,543,227 |
| 46.6% | |||||
| Grupo Empresarial Santander, S.L.(1) |
| 1,107,673 |
| 28.6% |
| 1,019,645 |
| 27.3% |
| 2,127,318 |
| 28.0% | ||||
| Banco Santander, S.A.(1) | 518,207 |
| 13.4% |
| 519,089 |
| 13.9% |
| 1,037,296 |
| 13.6% | |||||
| Santander Insurance Holding, S.L.(1) |
| 3,758 |
| 0.1% |
| 179 |
| - |
| 3,937 |
| 0.1% | ||||
| Qatar Holding, LLC(2) |
| 207,812 |
| 5.1% |
| 207,812 |
| 5.3% |
| 415,624 |
| 5.2% | ||||
| Employees | 2,216 |
| 0.1% |
| 2,239 |
| 0.1% |
| 4,455 |
| 0.1% | |||||
| Members of the Board of Directors |
| (*) |
| (*) |
| (*) |
| (*) |
| - |
| (*) | ||||
| Members of the Executive Board | (*) |
| (*) |
| (*) |
| (*) |
| - |
| (*) | |||||
| Other | 190,989 |
| 5.2% |
| 218,770 |
| 6.2% |
| 409,759 |
| 5.7% | |||||
| Total | 3,840,238 |
|
|
| 3,701,378 |
|
|
| 7,541,616 |
|
| |||||
| Treasury shares | 29,612 |
| 0.7% |
| 29,612 |
| 0.7% |
| 59,224 |
| 0.7% | |||||
| Total | 3,869,850 |
| 100.0% |
| 3,730,990 |
| 100.0% |
| 7,600,840 |
| 100.0% | |||||
| Free Float(3) | 401,017 |
| 10.4% |
| 428,821 |
| 11.5% |
| 829,838 |
| 10.9% | |||||
(1) Companies of the Santander Spain Group. | |||||||||||||||||
(2) Information refer to the December 2014 (last available data). | |||||||||||||||||
(3) 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. | |||||||||||||||||
33
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 commutativity condition. | ||||||
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 principal transactions and balances are as follows: | ||||||
Thousands of Real |
| 9/30/2015 | ||||
Parent(1) | Joint-controlled | OtherRelated- Party(2) | ||||
Assets |
| 28,562,597 |
| 1,108,097 |
| (230,834) |
Trading derivatives, net |
| (342,349) |
| - |
| (1,265,480) |
Banco Santander Spain |
| (342,349) |
| - |
| - |
Abbey National Treasury Services Plc |
| - |
| - |
| (170,173) |
Real Fundo de Investimento Multimercado Santillana Credito Privado |
| - |
| - |
| (1,095,307) |
Loans and amounts due from credit institutions - Cash and overnight operations in foreign currency |
|
|
|
|
|
|
| 28,669,063 |
| - |
| 159,017 | |
Banco Santander Spain(3) (5) |
| 28,669,063 |
| - |
| - |
Banco Santander Totta, S.A. |
| - |
| - |
| 5,006 |
Abbey National Treasury Services Plc |
| - |
| - |
| 153,851 |
Bank Zachodni |
| - |
| - |
| 91 |
Banco Santander, S.A. – México |
| - |
| - |
| 69 |
Loans and other values with customers |
| - |
| (16) |
| 875,629 |
Zurich Santander Brasil Seguros e Previdência S.A. |
| - |
| - |
| 643,057 |
Webmotors S.A. |
| - |
| (16) |
| - |
Santander Brasil Gestão de Recursos Ltda |
| - |
| - |
| 186 |
BW Guirapá |
| - |
| - |
| 232,386 |
Loans and other values with credit institutions(1) |
| 4,568 |
| 1,105,753 |
| - |
Banco Santander Spain |
| 4,568 |
| - |
| - |
Companhia de Crédito, Financiamento e Investimento RCI Brasil |
| - |
| 1,105,493 |
| - |
Companhia de Arrendamento Mercantil RCI Brasil |
| - |
| 260 |
| - |
Other Assets |
| 231,315 |
| 2,360 |
| - |
Banco Santander Spain |
| 231,315 |
| - |
| - |
Companhia de Crédito, Financiamento e Investimento RCI Brasil |
| - |
| 1,969 |
| - |
Companhia de Arrendamento Mercantil RCI Brasil |
| - |
| 391 |
| - |
|
|
|
|
|
| |
Liabilities |
| (12,356,860) |
| (226,381) |
| (368,445) |
Deposits from credit institutions |
| (123,745) |
| (15,566) |
| (99,887) |
Banco Santander Spain(4) |
| (123,745) |
| - |
| - |
Companhia de Crédito, Financiamento e Investimento RCI Brasil |
| - |
| (11,869) |
| - |
Santander Brasil Asset |
| - |
| - |
| (12,988) |
Real Fundo de Investimento Multimercado Santillana Credito Privado |
| - |
| - |
| (65,816) |
Banco Santander, S.A. – Uruguay |
| - |
| - |
| (21,083) |
Companhia de Arrendamento Mercantil RCI Brasil |
| - |
| (3,697) |
| - |
Marketable debt securities |
| (12,416) |
| - |
| - |
Banco Santander Spain(6) |
| (12,416) |
| - |
| - |
Customer deposits |
| - |
| (210,815) |
| (251,773) |
ISBAN Brasil S.A. |
| - |
| - |
| (79,076) |
Santander Securities |
| - |
| - |
| (38,329) |
Produban Serviços de Informática S.A. |
| - |
| - |
| (38,517) |
Zurich Santander Brasil Seguros e Previdência S.A. |
| - |
| - |
| (52,836) |
Santander Brasil Gestão de Recursos Ltda |
| - |
| - |
| (26,953) |
Santander Trade Services |
| - |
| - |
| (6,829) |
Webmotors S.A. |
| - |
| (210,815) |
| - |
Other |
| - |
| - |
| (9,233) |
Other Liabilities - Dividends and Interest on Capital Payable |
| (2,715,741) |
| - |
| (770) |
Banco Santander, S.A. – Espanha |
| (420,228) |
| - |
| - |
Grupo Empresarial Santander, S.L. (1) |
| (860,083) |
| - |
| - |
Santander Insurance Holding, S.L. |
| (1,526) |
| - |
| - |
Sterrebeeck B.V.(1) |
| (1,433,904) |
| - |
| - |
Banco Madesant - Sociedade Unipessoal, S.A. (Zona Franca da Madeira) |
| - |
| - |
| (770) |
Other - Debt Instruments Eligible for Capital |
| (9,504,958) |
| - |
| - |
Banco Santander Espanha(2) (7) | (9,504,958) | - |
| - | ||
Other Liabilities |
| - |
| - |
| (16,015) |
Santander Brasil Asset |
| - |
| - |
| (67) |
Produban Serviços de Informática S.A. |
| - |
| - |
| (272) |
Ingeniería de Software Bancario, S.L. |
| - |
| - |
| (218) |
Zurich Santander Brasil Seguros e Previdência S.A. |
| - |
| - |
| (14,460) |
Others | - | - | (998) |
34
Thousands of Real |
| 12/31/2014 | ||||
Parent(1) | Joint-controlled | Other Related- Party(2) | ||||
Assets |
| 11,033,229 |
| 1,880,176 |
| 546,856 |
Trading derivatives, net |
| (98,286) |
| - |
| (87,161) |
Banco Santander Spain |
| (98,286) |
| - |
| - |
Santander Benelux, S.A., N.V. |
| - |
| - |
| 381,956 |
Abbey National Treasury Services Plc |
| - |
| - |
| (871) |
Real Fundo de Investimento Multimercado Santillana Credito Privado |
| - |
| - |
| (468,246) |
Loans and other values with credit institutions - Cash and overnight operations in foreign currency | 10,913,872 |
| - |
| 2,787 | |
Banco Santander Spain(3) (5) (6) |
| 10,913,872 |
| - |
| - |
Banco Santander Totta, S.A. |
| - |
| - |
| 2,787 |
Loans and other values with customers |
| - |
| 10,340 |
| 631,149 |
Zurich Santander Brasil Seguros e Previdência S.A. |
| - |
| - |
| 630,694 |
Webmotors S.A. |
| - |
| 10,340 |
| - |
Santander Brasil Gestão de Recursos Ltda |
| - |
| - |
| 455 |
Loans and other values with credit institutions |
| 11,900 |
| 1,867,750 |
| 81 |
Banco Santander Spain |
| 11,900 |
| - |
| - |
Companhia de Crédito, Financiamento e Investimento RCI Brasil |
| - |
| 1,867,138 |
| - |
Companhia de Arrendamento Mercantil RCI Brasil |
| - |
| 612 |
| - |
Real Fundo de Investimento Multimercado Santillana Credito Privado |
| - |
| - |
| 81 |
Other Assets |
| 205,743 |
| 2,086 |
| - |
Banco Santander Spain |
| 205,743 |
| - |
| - |
Companhia de Crédito, Financiamento e Investimento RCI Brasil |
| - |
| 2,086 |
| - |
|
|
|
|
|
|
|
Liabilities |
| (7,375,101) |
| (161,871) |
| (612,659) |
Deposits from credit institutions |
| (416,969) |
| (19,186) |
| (286,348) |
Banco Santander Spain(4) |
| (416,969) |
| - |
| - |
Companhia de Crédito, Financiamento e Investimento RCI Brasil |
| - |
| (15,699) |
| - |
Santander Brasil Asset |
| - |
| - |
| (16,742) |
Real Fundo de Investimento Multimercado Santillana Credito Privado |
| - |
| - |
| (261,865) |
Banco Santander, S.A. – Uruguay |
| - |
| - |
| (7,741) |
Companhia de Arrendamento Mercantil RCI Brasil |
| - |
| (3,487) |
| - |
Marketable debt securities |
| (6,082) |
| - |
| - |
Banco Santander Spain(7) | (6,082) | - |
| - | ||
Customer deposits |
| - |
| (142,685) |
| (271,753) |
ISBAN Brasil S.A. |
| - |
| - |
| (70,449) |
Produban Serviços de Informática S.A. |
| - |
| - |
| (41,646) |
Zurich Santander Brasil Seguros e Previdência S.A. |
| - |
| - |
| (49,526) |
Santander Brasil Gestão de Recursos Ltda |
| - |
| - |
| (89,830) |
Webmotors S.A. |
| - |
| (142,685) |
| - |
Other |
| - |
| - |
| (20,302) |
Other Liabilities - Dividends and Interest on Capital Payable |
| (538,636) |
| - |
| (47,271) |
Banco Santander, S.A. – Espanha |
| (25,084) |
| - |
| - |
Grupo Empresarial Santander, S.L.(1) |
| (134,413) |
| - |
| - |
Santander Insurance Holding, S.L. |
| (403) |
| - |
| - |
Sterrebeeck B.V.(1) |
| (378,736) |
| - |
| - |
Banco Madesant - Sociedade Unipessoal, S.A. |
| - |
| - |
| (55) |
Santusa Holding, S.L. |
| - |
| - |
| (47,216) |
Other Liabilities |
| (7,719) |
| - |
| (7,287) |
Banco Santander Spain |
| (7,719) |
| - |
| - |
Produban Serviços de Informática S.A. |
| - |
| - |
| (441) |
Zurich Santander Brasil Seguros e Previdência S.A. |
| - |
| - |
| (35) |
Santander Brasil Asset |
| - |
| - |
| (6,811) |
Debt Instruments Eligible for Capital |
| (6,405,695) |
| - |
| - |
Banco Santander Espanha(2) (7) |
| (6,405,695) |
| - |
| - |
(*) 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 September 30, 2015, includes to the cash of R$185,879 (2014 - R$410,193). | ||||||
(4) On September 30, 2015, refers to raising funds through operations transfers abroad amounting R$123,745 (2014 - R$416,969, with maturity until october, 2018 and interest between 0.56% and 14.03%p.a). | ||||||
(5) On September 30, 2015, includes to investments in foreign currency (applications overnight): maturing on October 01, 2015 the amount of R$27,788,681 (2014 - R$10,663,319) and up to interest 0.17 % a.a., held at Santander Estabelecimento Financeiro de Crédito, Banco Santander Brasil and its Agency Grand Cayman. | ||||||
(6) Refers to Eurobonds issues of Agency Grand Cayman with maturing of January 16, 2016 to February 13, 2017 and interest 3.152% and 4.625% a.a. | ||||||
(7)Refers to the share acquired by the controller with the PR Optimization Plan held in the first half of 2014. |
35
Thousands of Real |
| 1/01 to 9/30/2015 | ||||
Parent(1) | Joint-controlled | Other Related-Party(2) | ||||
Income |
| (1,232,026) |
| 148,158 |
| 372,194 |
Interest and similar income - Loans and amounts due from credit institutions |
| 21,603 |
| 125,057 |
| 48 |
Banco Santander Spain |
| 21,603 |
| - |
| - |
Companhia de Crédito, Financiamento e Investimento RCI Brasil |
| - |
| 125,057 |
| - |
Abbey National Treasury Services Plc |
| - |
| - |
| 48 |
Interest expense and similar charges - Customer deposits |
| - |
| (18,246) |
| (95,027) |
ISBAN Brasil S.A. |
| - |
| - |
| (5,876) |
Santander Brasil Gestão de Recursos Ltda |
| - |
| - |
| (12,375) |
Webmotors S.A. |
| - |
| (18,246) |
| - |
Produban Serviços de Informática S.A. |
| - |
| - |
| (2,848) |
Santander Securities |
| - |
| - |
| (71,787) |
Others |
| - |
| - |
| (2,141) |
Interest expense and similar charges - Deposits from credit institutions |
| (214) |
| (83) |
| (4,206) |
Banco Santander Spain |
| (214) |
| - |
| - |
Companhia de Crédito, Financiamento e Investimento RCI Brasil |
| - |
| (83) |
| - |
Real Fundo de Investimento Multimercado Santillana Credito Privado |
| - |
| - |
| (2,526) |
Santander Asset Management, S.A. SGIIC. |
| - |
| - |
| (1,680) |
Fee and commission income (expense) |
| (15,048) |
| 19,331 |
| 1,327,971 |
Banco Santander Spain |
| (15,048) |
| - |
| - |
Companhia de Arrendamento Mercantil RCI Brasil |
| - |
| 2,938 |
| - |
Companhia de Crédito, Financiamento e Investimento RCI Brasil |
| - |
| 15,652 |
| - |
Banco Santander International |
| - |
| - |
| 8,804 |
Webmotors S.A. |
| - |
| 741 |
| - |
Zurich Santander Brasil Seguros S.A. |
| - |
| - |
| 184,684 |
Zurich Santander Brasil Seguros e Previdência S.A. |
| - |
| - |
| 1,131,469 |
Other |
| - |
| - |
| 3,014 |
Debt Instruments Eligible to Compose Capital |
| (282,646) |
| - |
| - |
Banco Santander Spain(2) (8) |
| (282,646) |
| - |
| - |
Gains (losses) on financial assets and liabilities and exchange differences (net) |
| (955,721) |
| 22,099 |
| (165,749) |
Banco Santander Spain |
| (955,721) |
| - |
| - |
Santander Benelux, S.A., N.V. |
| - |
| - |
| 371,385 |
Real Fundo de Investimento Multimercado Santillana Credito Privado |
| - |
| - |
| (449,273) |
Abbey National Treasury Services Plc |
| - |
| - |
| (98,235) |
Companhia de Crédito, Financiamento e Investimento RCI Brasil |
| - |
| 22,099 |
| - |
Other |
| - |
| - |
| 10,374 |
Administrative expenses and amortization |
| - |
| - |
| (713,179) |
ISBAN Brasil S.A. |
| - |
| - |
| (297,517) |
Produban Serviços de Informática S.A. |
| - |
| - |
| (149,787) |
ISBAN Chile S.A. |
| - |
| - |
| (707) |
Aquanima Brasil Ltda. |
| - |
| - |
| (16,931) |
TECBAN - Tecnologia Bancaria Brasil |
| - |
| - |
| (117,986) |
Produban Servicios Informaticos Generales, S.L. |
| - |
| - |
| (15,933) |
Konecta Brazil Outsourcing Ltda |
| - |
| - |
| (67,863) |
Ingeniería de Software Bancario, S.L. |
| - |
| - |
| (41,355) |
Other |
| - |
| - |
| (5,100) |
Other Administrative expenses - Donation |
| - |
| - |
| (12,068) |
Santander Cultural |
| - |
| - |
| (2,458) |
Fundacao Santander |
| - |
| - |
| (1,970) |
Instituto Escola Brasil |
| - |
| - |
| (1,140) |
Fundação Sudameris |
| - |
| - |
| (6,500) |
Result on disposal of assets not classified as non-current assets held for sale |
| - |
| - |
| 750,550 |
Santander Securities Services Brasil Participações(5) |
| - |
| - |
| 750,550 |
Income on disposal of non-current assets held for sale not classified as discontinued operations |
| - |
| - |
| 34,404 |
Capital Riesgo Global(3) | - |
| - |
| 34,404 |
36
Thousands of Real |
| 1/01 to 9/30/2014 | ||||
Parent(1) | Joint-controlled | Other Related-Party(2) | ||||
Income |
| (342,400) |
| 83,790 |
| 554,090 |
Interest and similar income - Loans and amounts due from credit institutions |
| 13,463 |
| 79,729 |
| 7 |
Banco Santander Spain |
| 13,463 |
| - |
| - |
Abbey National Treasury Services Plc |
| - |
| - |
| 5 |
Companhia de Crédito, Financiamento e Investimento RCI Brasil |
| - |
| 79,729 |
| - |
Santander Benelux, S.A., N.V. |
| - |
| - |
| 2 |
Interest expense and similar charges - Customer deposits |
| - |
| (10,282) |
| (16,501) |
Webmotors S.A. |
| - |
| (10,282) |
| - |
ISBAN Brasil S.A. |
| - |
| - |
| (5,282) |
Produban Serviços de Informática S.A. |
| - |
| - |
| (2,050) |
Other |
| - |
| - |
| (9,169) |
Interest expense and similar charges - Deposits from credit institutions |
| (14,292) |
| (4,134) |
| (45,026) |
Banco Santander Spain |
| (14,292) |
| - |
| - |
Companhia de Crédito, Financiamento e Investimento RCI Brasil |
| - |
| (4,134) |
| - |
Real Fundo de Investimento Multimercado Santillana Credito Privado |
| - |
| - |
| (45,026) |
Interest expense and similar charges - Marketable debt securities |
| (17) |
| - |
| - |
Banco Santander Spain |
| (17) |
| - |
| - |
Fee and commission income (expense) |
| (41,904) |
| 18,477 |
| 1,163,975 |
Companhia de Arrendamento Mercantil RCI Brasil |
| - |
| 3,102 |
| - |
Companhia de Crédito, Financiamento e Investimento RCI Brasil |
| - |
| 15,023 |
| - |
Banco Santander Spain |
| (41,904) |
| - |
| - |
Webmotors S.A. |
| - |
| 352 |
| - |
Zurich Santander Brasil Seguros S.A. |
| - |
| - |
| 144,109 |
Zurich Santander Brasil Seguros e Previdência S.A. |
| - |
| - |
| 1,019,585 |
Other |
| - |
| - |
| 281 |
Debt Instruments Eligible to Compose Capital |
| (268,615) |
| - |
| - |
Banco Santander – Spain |
| (268,615) |
| - |
| - |
Gains (losses) on financial assets and liabilities and exchange differences (net) |
| (31,035) |
| - |
| 171,674 |
Banco Santander Spain |
| (31,035) |
| - |
| - |
Santander Benelux, S.A., N.V. |
| - |
| - |
| 113,099 |
Real Fundo de Investimento Multimercado Santillana Credito Privado |
| - |
| - |
| 10,440 |
Abbey National Treasury Services Plc |
| - |
| - |
| 42,609 |
Other |
| - |
| - |
| 5,526 |
Administrative expenses and amortization |
| - |
| - |
| (700,603) |
ISBAN Brasil S.A. |
| - |
| - |
| (327,933) |
Produban Serviços de Informática S.A. |
| - |
| - |
| (156,208) |
ISBAN Chile S.A. |
| - |
| - |
| (2,231) |
Aquanima Brasil Ltda. |
| - |
| - |
| (16,931) |
Ingeniería de Software Bancario, S.L. |
| - |
| - |
| (38,814) |
Produban Servicios Informaticos Generales, S.L. |
| - |
| - |
| (19,772) |
Tecnologia Bancária S.A. - TECBAN |
| - |
| - |
| (96,521) |
Konecta Brazil Outsourcing Ltda |
| - |
| - |
| (35,301) |
Others |
| - |
| - |
| (6,892) |
Other Administrative expenses - Donation |
| - |
| - |
| (19,436) |
Santander Cultural |
| - |
| - |
| (2,450) |
Fundação Santander |
| - |
| - |
| (3,434) |
Instituto Escola Brasil |
| - |
| - |
| (1,552) |
Fundação Sudameris |
| - |
| - |
| (12,000) |
(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). | ||||||
(3) Refers to gain on sale of MS Participações. | ||||||
(4) Refers to gain on sale of Santander Brasil Asset Management. | ||||||
(5) Refers to gain on sale of Santander Securities Services Brasil DTVM (Note 3.c) |
37
16. Other disclosures | |||||||||||||||||
a) Transactions and significative events | |||||||||||||||||
a.1) Hedge of foreign investments | |||||||||||||||||
The Bank operate a branch in the Cayman Islands and Santander Brasil EFC which used primarily for sourcing funds in the international banking and capital markets to provide credit lines for us, which are extended to our customers for working capital and trade-related financings. | |||||||||||||||||
The functional currency of Santander EFC is the euro, so the exchange rate differences generated for converting that investment to the real are recorded in "Other comprehensive income". In the case of the Cayman branch, its functional currency is the real. Thus, the foreign exchange differences of operations that are carried out in US dollars are recorded as a result.To hedge exposure to foreign exchange variations, the Bank uses derivative. According to Brazilian tax rules, gains or losses resulting from the impact of the appreciation or depreciation of the real on foreign investment are not taxable for PIS purposes / COFINS / IR / CSLL, while gains or losses from derivatives used as hedges are taxable.The purpose of these derivatives is to protect the net result after tax. Whereas the effect of exchange rate changes are not taxable, and the effect of changes in these derivatives suffer taxation, the notional of the derivative contracts is greater than the amount of net assets protected. | |||||||||||||||||
In the case of Santander EFC, the Bank uses hedge accounting (Net Investment Hedge). Changes in the value of derivatives, as well as related tax effect, are recorded in other comprehensive income, offsetting the exchange differences produced by the conversion of the investment for real when the hedges are effective. | |||||||||||||||||
In the case of the Cayman Islands branch, the Bank does not use hedge accounting. Exchange differences of operations in dollars and the effects of derivatives used for economic protection (futures contracts) are recorded in income. The different tax treatment of such exchange differences result in volatility in Income (Loss) Operating Before Tax and Tax on income account. Exchange rate variations recorded in results from operations in dollars in the Cayman branch in the six months ended September 30, 2015, resulted in a gain of R$14,578 million. On the other hand, contracts for derivatives contracted to cover these positions generated a loss in earnings account (losses) on financial assets and liabilities of R$26,032 million. The tax effect of these derivatives impacted the line Income taxes, generating a tax gain of R$11,455 million consisting of R$1,210 million PIS / COFINS and R$10,244 million IR and CSLL. | |||||||||||||||||
a.2 ) Cofins | |||||||||||||||||
In June 2015, Banco Santander recorded the reversal of legal liabilities amounting R$7,950 million related to Cofins under "Interest expense and similar charges" amountig R2,057 million and "Income Taxes", amounting to R$7,950 million (Note 10-b.1). The tax effect was recorded on "Income taxes" amounting R$3,180 million. | |||||||||||||||||
With this decision handed down on the lawsuits , the Bank also recognizes the right to offset COFINS paid in the period 1999-2006, under the Income taxes of R$381,597 and under Interest and similar income update as to tax offset the amount of R$383,560. The amount of taxes on these revenues amounted to R$306,102. | |||||||||||||||||
a.3) Other significant items that affected results for the period | |||||||||||||||||
The Bank recorded provisions in the nine months ended September 30, 2015, and the main ones were as follows: (i) loss to the recoverable amount of the asset recorded for the purchase of rights to the provision of payroll services worth R$534 million , recorded under "Loss on other assets (net) - other", (ii) assets in the acquisition and development of software in the amount of R$675 million recorded under "Loss on other assets (net) - Intangible Assets" and (iii) provisions for securities and financial instruments in the amount of R$432 million, of which R$183 million recorded under "Other financial instruments not measured at fair value through profit" and R$249 million in "Other financial instruments at fair value through profit". | |||||||||||||||||
a.4) Transfer between categories | |||||||||||||||||
In the third quarter 2015, due changes on Banco Santander's strategy, according IAS 39, was reclassified from the Financial Assets Available for Sale - Debt Instruments the total amount of R$21,535,467, of which R$10,416,005 were transferred to Held-to-maturity Investments and R$11,119,462 for Loans and Receivables - Debt Instruments. Banco Santander has the financial capacity and intention to hold to maturity securities classified as held-to-maturity. | |||||||||||||||||
b) Derivative Financial Instruments | |||||||||||||||||
b.1) Derivatives Recorded in Memorandum and Balance Sheets | |||||||||||||||||
Summary of Trading Derivative portfolio and Used as Hedge portfolio | |||||||||||||||||
| Assets |
|
| 9/30/2015 |
| 12/31/2014 | |||||||||||
| Swap Differentials Receivable(1) |
|
| 17,841,510 |
| 5,538,082 | |||||||||||
| Option Premiums to Exercise |
|
| 1,124,357 |
| 628,851 | |||||||||||
| Forward Contracts and Other |
|
| 1,948,573 |
| 2,560,755 | |||||||||||
| Total |
|
| 20,914,440 |
| 8,727,688 | |||||||||||
|
|
|
|
|
| ||||||||||||
| Liabilities |
|
|
|
|
| |||||||||||
| Swap Differentials Payable(1) |
|
| 21,629,384 |
| 6,552,166 | |||||||||||
| Option Premiums Launched |
|
| 1,007,117 |
| 569,011 | |||||||||||
| Forward Contracts and Other |
|
| 7,454,641 |
| 2,057,085 | |||||||||||
| Total |
|
| 30,091,142 |
| 9,178,262 | |||||||||||
(1) Includes swaption and embedded derivatives. |
38
Summary by Category | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Trading |
| 9/30/2015 |
| 12/31/2014 | ||||||||||||
Notional | Cost | Market | Notional | Cost | Fair Value | ||||||||||||
| Swap |
|
| 14,393,874 |
| (2,656,629) |
|
|
| (806,706) |
| (332,734) | |||||
| Asset | 322,483,663 |
| 41,592,225 |
| 40,994,589 |
| 284,533,034 |
| 67,310,058 |
| 67,713,764 | |||||
| CDI (Interbank Deposit Rates) | 37,071,079 |
| 6,856,012 |
| 8,696,915 |
| 70,772,781 |
| - |
| - | |||||
| Fixed Interest Rate - Real | 202,411,304 |
| - |
| - |
| 83,317,134 |
| 66,825,563 |
| 67,425,070 | |||||
| Indexed to Price and Interest Rates | 17,148,144 |
| 9,962,114 |
| 7,611,062 |
| 31,603,343 |
| 484,495 |
| 288,694 | |||||
| Indexed to Foreign Currency | 65,842,859 |
| 24,764,251 |
| 24,695,734 |
| 98,810,878 |
| - |
| - | |||||
| Other | 10,277 |
| 9,848 |
| (9,122) |
| 28,898 |
| - |
| - | |||||
| Liabilities | 308,089,790 |
| (27,198,351) |
| (43,651,218) |
| 285,339,739 |
| (68,116,764) |
| (68,046,498) | |||||
| CDI (Interbank Deposit Rates) | 30,215,067 |
| - |
| - |
| 101,623,563 |
| (30,850,783) |
| (30,163,786) | |||||
| Fixed Interest Rate - Real | 229,609,656 |
| (27,198,351) |
| (43,651,218) |
| 16,491,571 |
| - |
| - | |||||
| Indexed to Price and Interest Rates | 7,186,030 |
| - |
| - |
| 31,118,848 |
| - |
| - | |||||
| Indexed to Foreign Currency | 41,078,608 |
| - |
| - |
| 136,072,590 |
| (37,261,712) |
| (37,879,212) | |||||
| Other | 429 |
| - |
| - |
| 33,167 |
| (4,269) |
| (3,500) | |||||
| Options | 123,693,875 |
| (18,561) |
| 117,240 |
| 240,746,222 |
| (5,613) |
| 59,840 | |||||
| Purchased Position | 63,017,285 |
| 365,366 |
| 1,124,357 |
| 116,184,661 |
| 460,152 |
| 628,851 | |||||
| Call Option - US Dollar | 5,224,964 |
| 232,173 |
| 826,435 |
| 3,942,457 |
| 221,951 |
| 331,533 | |||||
| Put Option - US Dollar | 2,702,313 |
| 37,492 |
| 7,535 |
| 1,767,822 |
| 31,194 |
| 49,704 | |||||
| Call Option - Other | 14,611,250 |
| 42,142 |
| 181,267 |
| 56,931,274 |
| 119,424 |
| 153,976 | |||||
| Interbank Market | 13,259,401 |
| 17,967 |
| 108,881 |
| 51,308,444 |
| 91,567 |
| 118,061 | |||||
| Other(1) | 1,351,849 |
| 24,175 |
| 72,386 |
| 5,622,830 |
| 27,857 |
| 35,915 | |||||
| Put Option - Other | 40,478,758 |
| 53,559 |
| 109,120 |
| 53,543,108 |
| 87,583 |
| 93,638 | |||||
| Interbank Market | 39,317,212 |
| 23,650 |
| 11,027 |
| 49,105,277 |
| 29,788 |
| 1,335 | |||||
| Other(1) | 1,161,546 |
| 29,909 |
| 98,093 |
| 4,437,831 |
| 57,795 |
| 92,303 | |||||
| Sold Position | 60,676,590 |
| (383,927) |
| (1,007,117) |
| 124,561,561 |
| (465,765) |
| (569,011) | |||||
| Call Option - US Dollar | 3,021,769 |
| (169,507) |
| (728,369) |
| 4,239,625 |
| (280,478) |
| (428,681) | |||||
| Put Option - US Dollar | 3,800,142 |
| (82,535) |
| (39,762) |
| 1,774,640 |
| (22,637) |
| (25,163) | |||||
| Call Option - Other | 10,843,709 |
| (74,138) |
| (150,900) |
| 54,354,491 |
| (102,394) |
| (103,436) | |||||
| Interbank Market | 9,695,180 |
| (22,140) |
| (109,451) |
| 53,571,293 |
| (64,873) |
| (72,078) | |||||
| Other(1) | 1,148,529 |
| (51,998) |
| (41,449) |
| 783,198 |
| (37,521) |
| (31,358) | |||||
| Put Option - Other | 43,010,970 |
| (57,747) |
| (88,086) |
| 64,192,805 |
| (60,256) |
| (11,731) | |||||
| Interbank Market | 42,214,814 |
| (24,126) |
| (10,734) |
| 60,555,093 |
| (32,098) |
| (1,950) | |||||
| Other(1) | 796,156 |
| (33,621) |
| (77,352) |
| 3,637,712 |
| (28,158) |
| (9,781) | |||||
| Trading | 9/30/2015 |
| 12/31/2014 | |||||||||||||
Notional | Cost | Market | Notional | Cost | Fair Value | ||||||||||||
| Futures Contracts | 187,788,832 |
| - |
| - |
| 302,239,388 |
| - |
| - | |||||
| Purchased Position | 27,801,321 |
| - |
| - |
| 105,230,874 |
| - |
| - | |||||
| Exchange Coupon (DDI) | 1,892,779 |
| - |
| - |
| 6,888,319 |
| - |
| - | |||||
| Interest Rates (DI1 and DIA) | 15,537,244 |
| - |
| - |
| 94,307,498 |
| - |
| - | |||||
| Foreign Currency | 10,368,895 |
| - |
| - |
| 3,897,223 |
| - |
| - | |||||
| Indexes(2) | 2,403 |
| - |
| - |
| 137,834 |
| - |
| - | |||||
| Sold Position | 159,987,511 |
| - |
| - |
| 197,008,514 |
| - |
| - | |||||
| Exchange Coupon (DDI) | 76,393,459 |
| - |
| - |
| 50,378,949 |
| - |
| - | |||||
| Interest Rates (DI1 and DIA) | 26,780,964 |
| - |
| - |
| 57,355,214 |
| - |
| - | |||||
| Foreign Currency | 17,402,694 |
| - |
| - |
| 15,845,107 |
| - |
| - | |||||
| Indexes(2) | 182,061 |
| - |
| - |
| 8,418 |
| - |
| - | |||||
| Treasury Bonds/Notes | 25,061 |
| - |
| - |
| 249,203 |
| - |
| - | |||||
| Average rate of Repo Operations (OC1) | 39,203,272 |
| - |
| - |
| 73,171,623 |
| - |
| - | |||||
| Forward Contracts and Other | 48,727,886 |
| (5,835,722) |
| (5,506,068) |
| 46,406,749 |
| 1,853,827 |
| 503,670 | |||||
| Purchased Commitment | 23,073,568 |
| 41,356 |
| 25,989 |
| 20,552,988 |
| (1,195,416) |
| 270,611 | |||||
| Currencies | 22,268,447 |
| 40,392 |
| 24,578 |
| 20,302,193 |
| (1,446,211) |
| 19,677 | |||||
| Other | 805,121 |
| 964 |
| 1,411 |
| 250,795 |
| 250,795 |
| 250,934 | |||||
| Sell Commitment | 25,654,318 |
| (5,877,078) |
| (5,532,057) |
| 25,853,761 |
| 3,049,243 |
| 233,059 | |||||
| Currencies | 25,599,007 |
| (5,891,870) |
| (5,554,245) |
| 25,708,788 |
| 3,290,737 |
| 474,273 | |||||
| Other | 55,311 |
| 14,792 |
| 22,188 |
| 144,973 |
| (241,494) |
| (241,214) | |||||
(1) Includes stock options, indices and commodities. | |||||||||||||||||
(2) Includes Bovespa index and S&P. | |||||||||||||||||
b.2) Derivatives Financial Instruments by Counterparty | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional | 9/30/2015 | 12/31/2014 | |||||||||||||||
Related | Financial | ||||||||||||||||
|
|
|
|
|
|
|
|
| Customers |
| Parties |
| Institutions(1) |
| Total |
| Total |
| Swap | 130,519,634 |
| 66,627,150 |
| 125,336,879 |
| 322,483,663 |
| 284,533,034 | |||||||
| Options | 4,577,423 |
| 615,843 |
| 118,500,609 |
| 123,693,875 |
| 240,746,222 | |||||||
| Futures Contracts | - |
| - |
| 187,788,832 |
| 187,788,832 |
| 302,239,388 | |||||||
| Forward Contracts and Other | 30,488,081 |
| 15,205,810 |
| 3,033,995 |
| 48,727,886 |
| 46,406,749 | |||||||
| (1) Includes trades with the BM&FBovespa and other securities and commodities exchanges. | ||||||||||||||||
39
Ib.3) Derivatives Financial Instruments by Maturity | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Notional | 9/30/2015 | 12/31/2014 | |||||||||
Up to | From 3 to | Over | |||||||||
|
|
| 3 Months |
| 12 Months |
| 12 Months |
| Total |
| Total |
Swap |
|
| 20,819,457 |
| 39,233,986 |
| 262,430,220 |
| 322,483,663 |
| 284,533,034 |
Options |
|
| 61,018,646 |
| 60,130,510 |
| 2,544,719 |
| 123,693,875 |
| 240,746,222 |
Futures Contracts |
|
| 60,771,074 |
| 76,175,392 |
| 50,842,366 |
| 187,788,832 |
| 302,239,388 |
Forward Contracts and Other |
|
| 23,529,563 |
| 18,008,128 |
| 7,190,195 |
| 48,727,886 |
| 46,406,749 |
b.4) Derivatives by Market Trading | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Notional | 9/30/2015 | 12/31/2014 | |||||||||
Stock Exchange(1) | Cetip(2) | Over the Counter | Total | Total | |||||||
Swap |
|
| 155,178,694 |
| 111,500,320 |
| 55,804,649 |
| 322,483,663 |
| 284,533,034 |
Options |
|
| 118,426,958 |
| 4,760,746 |
| 506,171 |
| 123,693,875 |
| 240,746,222 |
Futures Contracts |
|
| 187,788,832 |
| - |
| - |
| 187,788,832 |
| 302,239,388 |
Forward Contracts and Other |
|
| - |
| 36,652,594 |
| 12,075,292 |
| 48,727,886 |
| 46,406,749 |
(1) Includes trades with the BM&FBovespa and other securities and commodities exchanges. | |||||||||||
(2) Includes amount traded on other clearinghouses. | |||||||||||
b.5) Derivatives Used as Hedge Instruments | |||||||||||
Derivatives used as hedge by index are as follows: | |||||||||||
Market Risk Hedge | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Thousands of Real | 9/30/2015 | 12/31/2014 | |||||||||
Adjustment | Adjustment | ||||||||||
Cost | to Market | Fair Value | Cost | to Market | Fair Value | ||||||
Hedge Instruments |
|
|
|
|
|
|
|
|
|
|
|
Swap Contracts | 170,271 |
| (135,489) |
| 34,782 |
| (82,636) |
| (80,671) |
| (163,307) |
Asset | 6,883,164 |
| (37,720) |
| 6,845,444 |
| 3,063,742 |
| 62,296 |
| 3,126,038 |
CDI (Interbank Deposit Rates) (1) (2) (7) | 1,917,004 |
| 4,606 |
| 1,921,610 |
| 1,513,959 |
| 1,549 |
| 1,515,508 |
Fixed Interest Rate - Real(2) | 3,479,329 |
| (52,725) |
| 3,426,604 |
| 492,205 |
| 707 |
| 492,912 |
Fixed Interest Rate - Dolar(7) | 53,692 |
| 1,457 |
| 55,149 |
| - |
| - |
| - |
Indexed to Foreign Currency - USD/BRL - Dollar(3) | 521,461 |
| (37,142) |
| 484,319 |
| - |
| - |
| - |
Indexed to Foreign Currency - LIBOR - US Dollar(2) (4) (5) (7) | 379,159 |
| 3,600 |
| 382,759 |
| 341,737 |
| 10,850 |
| 352,587 |
Indexed to Foreign Currency - Swiss Franc(6) | - |
| - |
| - |
| 337,352 |
| 2,628 |
| 339,980 |
Indexed to Foreign Currency - Euro(7) | 459,554 |
| 42,340 |
| 501,894 |
| 353,974 |
| 46,092 |
| 400,066 |
Indexed to Foreign Currency - YEN(8) | 72,965 |
| 144 |
| 73,109 |
| 24,515 |
| 470 |
| 24,985 |
Liabilities | (6,712,893) |
| (97,769) |
| (6,810,662) |
| (3,146,378) |
| (142,967) |
| (3,289,345) |
Indexed to Foreign Currency - US Dollar(1) (7) | (1,453,402) |
| (50,638) |
| (1,504,040) |
| (1,072,586) |
| (82,987) |
| (1,155,573) |
Indexed to Price Indexes and Interest(2) | (1,021,992) |
| (23,359) |
| (1,045,351) |
| (1,247,506) |
| (43,771) |
| (1,291,277) |
Indexed to Foreign Currency - Fixed Interest US Dollar(4) | (13,508) |
| (98) |
| (13,606) |
| (15,221) |
| (555) |
| (15,776) |
CDI (Interbank Deposit Rates)(3) (5) | (3,097,548) |
| (4,411) |
| (3,101,959) |
| (25,975) |
| (900) |
| (26,875) |
Indexed to Foreign Currency - LIBOR - US Dollar(6) (8) | (5,628) |
| (142) |
| (5,770) |
| (373,610) |
| (2,810) |
| (376,420) |
Fixed Interest Rate - Real(7) | (1,120,815) |
| (19,121) |
| (1,139,936) |
| (411,480) |
| (11,944) |
| (423,424) |
Object of Hedge |
|
|
|
|
|
|
|
|
|
|
|
Assets | 2,530,454 |
| 60,222 |
| 2,590,676 |
| 2,177,702 |
| 119,205 |
| 2,296,907 |
Lending Operation | 1,706,784 |
| 59,291 |
| 1,766,075 |
| 1,583,835 |
| 82,368 |
| 1,666,203 |
Indexed to Foreign Currency - US Dollar | 799,250 |
| 12,637 |
| 811,887 |
| 907,319 |
| 46,947 |
| 954,266 |
Indexed to Foreign Currency - Fixed Interest - US Dollar | 14,112 |
| 22 |
| 14,134 |
| 15,788 |
| (423) |
| 15,365 |
Indexed of Prices and Interest | 884,264 |
| 47,265 |
| 931,529 |
| 421,144 |
| 32,415 |
| 453,559 |
CDI (Interbank Deposit Rates) | - |
| - |
| - |
| 24,510 |
| 600 |
| 25,110 |
Fixed Interest Rate - Real | 9,158 |
| (633) |
| 8,525 |
| 215,074 |
| 2,829 |
| 217,903 |
Securities | 823,670 |
| 931 |
| 824,601 |
| 593,867 |
| 36,837 |
| 630,704 |
Debentures | 573,107 |
| 9,686 |
| 582,793 |
| 593,867 |
| 36,837 |
| 630,704 |
Promissóris notes - NP | 250,563 |
| (8,755) |
| 241,808 |
| - |
| - |
| - |
Liabilities | (3,574,873) |
| 100,889 |
| (3,473,984) |
| (364,166) |
| (2,826) |
| (366,992) |
Foreign Borrowings | (3,538,416) |
| 101,142 |
| (3,437,274) |
| - |
| - |
| - |
Indexed to Foreign Currency - US Dollar | (3,538,416) |
| 101,142 |
| (3,437,274) |
| - |
| - |
| - |
Obligations for Securities Abroad | (36,457) |
| (253) |
| (36,710) |
| (364,166) |
| (2,826) |
| (366,992) |
Eurobonds | (36,457) |
| (253) |
| (36,710) |
| (364,166) |
| (2,826) |
| (366,992) |
(1) Instruments where the hedge item are loan operations indexed in foreign currency - US Dollar with fair value R$1,378,834 (12/31/2014 - R$954,266) and securities shown by debentures with fair value R$91,549 (12/31/2013 - R$82,819). | |||||||||||
(2) Instruments where the hedge item are loan operations indexed in foreign price index and interest amounting to R$931,529 (12/31/2014 - R$453,559) and Instruments where hedge object are securities shown by debentures with fair value R$491,244 (12/31/2014 - R$547,885). | |||||||||||
(3) Instruments where the hedge item are loan operations indexed in foreign currency fixed interest - US US Dollar with fair value R$14,134 (12/31/2014 - R$15,365). | |||||||||||
(4) Instruments where the hedge item are securities represented indexed in CDI with fair value R$199,783 (12/31/2014 - R$25,110). | |||||||||||
(5) Instruments where hedge objects are obligations for securities abroad - eurobonds with fair value R$36,710 (12/31/2014 - R$366,992) | |||||||||||
(6) Instruments where hedge objects are lending operations indexed pre fixed interest - Real with a market value of R$8,525 (12/31/2014 - R$217,903). | |||||||||||
(7) Instruments where hedge objects are foreign borowings indexed in foreign currency - Dollar with a market value of R$3,437,274 and liabilities market instruments where hedge objectsare securities represented by promissory notes indexed to rates interest pre - with real value of R$ 42,025. |
40
Cash Flow Hedge | |||||
|
|
|
|
|
|
Thousands of Real | 9/30/2015 | ||||
Adjustment | |||||
| Cost |
| to Fair Value |
| Fair Value |
Hedge Instruments | |||||
Swap Contracts | (1,124,400) |
| (41,625) |
| (1,166,027) |
Asset | 8,145,923 |
| 50,618 |
| 8,196,539 |
Indexed to Foreign Currency - Swiss Franc (1) | 1,265,157 |
| 14,328 |
| 1,279,485 |
Indexed to Pre Interest Rate - Chilean Peso(2) | 308,266 |
| 3,988 |
| 312,254 |
Indexed to Pre Interest Rate - Real(4) | 3,764,552 |
| (25,893) |
| 3,738,659 |
Indexed to Foreign Currency - Fixed Dollar(5) (6) | 2,312,097 |
| 21,264 |
| 2,333,360 |
Indexed to Foreign Currency - Euro(6) | 495,851 |
| 36,931 |
| 532,781 |
Liabilities | (9,270,323) |
| (92,243) |
| (9,362,566) |
Indexed to Foreign Currency - Fixed Dollar(1) (2) (3) | (6,675,787) |
| (39,745) |
| (6,715,532) |
Indexed to Pre Interest Rate - Real(5) | (191,723) |
| 135,978 |
| (55,745) |
Indexed to Pre Interest Rate - Euro(5) | (1,786,660) |
| (143,555) |
| (1,930,215) |
Indexed to Foreign Currency - Fixed Dollar(5) (6) | (547,541) |
| (42,480) |
| (590,021) |
Indexed to Foreign Currency - Euro(6) | (68,612) |
| (2,441) |
| (71,053) |
|
|
|
|
|
|
Thousands of Real | 12/31/2014 | ||||
Adjustment | |||||
Cost | to Fair Value | Fair Value | |||
Hedge Instruments |
|
|
|
|
|
Swap Contracts | (409,365) |
| (108,678) |
| (518,043) |
Asset | 3,820,303 |
| 128,759 |
| 3,949,062 |
Indexed to Foreign Currency - Swiss Franc (1) | 599,818 |
| 20,210 |
| 620,028 |
Indexed to Foreign Currency - Chilean Peso (2) | 100,804 |
| 4,624 |
| 105,428 |
Indexed in Real(3) | 1,278,611 |
| (36,351) |
| 1,242,260 |
Indexed to Foreign Currency - Fixed Dollar(4) (5) | 935,787 |
| 97,890 |
| 1,033,677 |
Indexed to Foreign Currency - Euro(5) | 905,283 |
| 42,386 |
| 947,669 |
Liabilities | (4,229,668) |
| (237,437) |
| (4,467,105) |
Indexed to Foreign Currency - Fixed Dollar(1) (2) (3) | (2,451,465) |
| (63,132) |
| (2,514,597) |
CDI (Interbank Deposit Rates)(4) | (104,950) |
| (15,444) |
| (120,394) |
Indexed to Foreign Currency - Fixed Euro(4) | (659,231) |
| (108,193) |
| (767,424) |
Indexed to Foreign Currency - Dollar(5) | (487,865) |
| (40,440) |
| (528,305) |
Indexed to Foreign Currency - Real(5) | (526,157) |
| (10,228) |
| (536,385) |
Thousands of Real | |||||
9/30/2015 | 12/31/2014 | ||||
Reference value | Reference value | ||||
Hedge Instruments | |||||
Swap Contracts |
|
| 57,256,769 |
| 16,053,248 |
Foreign Currency - Dollar (6) |
|
| 57,256,769 |
| 16,053,248 |
Thousands of Real |
|
|
|
|
|
9/30/2015 | 12/31/2014 | ||||
Hedge Object - Cost | |||||
Assets |
|
| 38,890,714 |
| 17,678,432 |
Lending Operations |
|
|
|
|
|
Financing and Export Credit and Imports |
|
| 37,353,964 |
| 15,999,182 |
Lending Operations |
|
| 641,421 |
| 1,023,468 |
Securities Available for Sale |
|
|
|
|
|
Brazilian External Debt Bonds |
|
| 895,329 |
| 655,782 |
Liabilities |
|
| (1,990,377) |
| (1,960,197) |
Eurobonds |
|
| (1,990,377) |
| (1,960,197) |
(1) Operations due April 12, 2016 (12/31/2014 - Operations due March 4, 2015 and April 12, 2016), where object of "hedging" transactions are eurobonds. | |||||
(2) Operation due April 13, 2016 (12/31/2014 - Operation due April 13, 2016), where object of Hedge is an operation of eurobonds. | |||||
(3) On June 30, 2014 operation maturing on December 24, 2014, whose purpose of "hedge" is a eurobonds operation. | |||||
(4) Operation with maturing on March 18, 2016 (12/31/2014 - Operation with maturing on March 18, 2015, September 18, 2015 and March 18, 2016), where object of Hedge is an operation of eurobonds. | |||||
(5) Operation with maturing on October 26, 2015, March 18, 2016 and April 1, 2021 (12/31/2014 - Operation with maturing on October 26, 2015 and April 1, 2021) which hedge objects its securities operation represented by promissory notes, brazilian external debt bonds and a lending operation . | |||||
(6) Operations with maturing between August, 2016 to June, 2021 (12/31/2014 - Operation with maturing between May, 2015 to June, 2021) where objects Hedge contracts are loans from credit institutions. | |||||
(7) Operations with maturing on October 30, 2015 to January 2, 2017 (12/31/2014 - operation maturing on February 2, 2015) and the updated value of the instruments is R$37,356,936 (12/31/2014 - US$15,991,293), which object "hedge" are credit transactions - credit financing contracts and the export and import. | |||||
Between July and September 2014 operations were contracted to hedge accounting of cash flow with the object of hedge bank deposit certificates (CDB). In October, 2014 this structure was discontinued. The effect of marking to market the future contracts net of tax effects that will be recognized in income and is posted in equity corresponds to a credit of R$21,697 (12/31/2014 - R$83,399) which will be amortized over the next 12 months. | |||||
41
The effect of marking to market the swaps and future contracts amounts a debit of R$94,034 (12/31/2014 - R$77,261), and is recorded in stockholders' equity, net of tax effects. | |||||||||||||||||
There was not identified any ineffective portion to be recorded in income for the accounting period. | |||||||||||||||||
Investment Hedge | |||||||||||||||||
On September 30, 2015, the Bank has recorded a transaction of investment hedge on its stake in Santander EFC, with notional value of R$3,376,153, maturing between December, 2015 to February, 2016 and the effect of R$944,182 , of exchange rate changes recorded in equity, net of taxes. No ineffective portion be recorded in the consolidated income statement was identified. | |||||||||||||||||
b.6) Derivatives Pledged as Guarantee | |||||||||||||||||
The guarantee margin transactions traded on the BM&FBovespa derivative financial instruments themselves and other are composed of government securities. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9/30/2015 |
| 12/31/2014 |
| Financial Treasury Bill - LFT |
|
|
|
|
|
|
|
|
|
|
| 423,978 |
| 1,135,366 | ||
| National Treasury Bill - LTN |
|
|
|
|
|
|
|
|
|
|
| 10,142,445 |
| 4,688,978 | ||
| National Treasury Notes - NTN |
|
|
|
|
|
|
|
|
|
|
| 754,755 |
| 1,763,751 | ||
| Total |
|
|
|
|
|
|
|
|
|
|
|
|
| 11,321,178 |
| 7,588,095 |
c) 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. | |||||||||||||||||
Banco Santander performs the sensitivity analysis of the financial instruments in accordance with requirements of regulatory bodies and international best practices, considering the market information and scenarios that would adversely affect the positions of the Bank. | |||||||||||||||||
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 September 30, 2015. | |||||||||||||||||
| Trading Portfolio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Factor | Description | Scenario 1 | Scenario 2 | Scenario 3 | |||||||||||||
| Interest Rate - Real |
|
| Exposures subject to changes in fixed interest rate |
| (5,811) |
| (252,763) |
| (505,526) | |||||||
| Coupon Interest Rate |
| Exposures subject to changes in coupon rate of interest rate |
| (4,332) |
| (72,021) |
| (144,043) | ||||||||
| Coupon - US Dollar |
|
| Exposures subject to changes in coupon US Dollar rate |
| (910) |
| (5,259) |
| (10,519) | |||||||
| Coupon - Other Currencies |
| Exposures subject to changes in coupon foreign currency rate |
| (73) |
| (25,765) |
| (51,530) | ||||||||
| Foreign currency |
|
|
| Exposures subject to foreign exchange |
| (13,279) |
| (331,985) |
| (663,970) | ||||||
| Eurobond/Treasury/Global |
| Exposures subject to changes in interest rate negotiated roles in international market |
| (206) |
| (1,077) |
| (2,154) | ||||||||
| Inflation |
|
|
| Exposures subject to change in coupon rates of price indexes |
| (365) |
| (9,677) |
| (19,354) | ||||||
| Shares and Indexes |
|
| Exposures subject to change in shares price |
| (474) |
| (11,848) |
| (23,696) | |||||||
| Other |
|
|
| Exposures not meeting the previous settings |
| (26,033) |
| (141) |
| (283) | ||||||
| Total(1) |
|
|
|
|
|
|
|
|
|
|
| (51,483) |
| (710,536) |
| (1,421,075) |
(1) Amounts net of taxes. | |||||||||||||||||
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 |
| (101,474) |
| (2,704,520) |
| (5,154,001) | |||||||
TR and Long-Term Interest Rate - (TJLP) | Exposures subject to changes in tax of TR in TJLP |
| (13,281) |
| (392,077) |
| (687,323) | ||||||||||
Inflation |
|
|
| Exposures subject to change in coupon rates of price indexes |
| (367) |
| (2,959) |
| (4,658) | |||||||
Coupon - US Dollar |
|
|
| Exposures subject to changes in coupon US Dollar rate |
| (4,246) |
| (41,015) |
| (68,544) | |||||||
Coupon - Other Currencies |
|
| Exposures subject to changes in coupon foreign currency rate |
| (4,144) |
| (7,949) |
| (16,255) | ||||||||
Interest Rate Markets International |
|
| Exposures subject to changes in interest rate negotiated roles in international market |
| (13,432) |
| (216,808) |
| (409,861) | ||||||||
Foreign currency |
|
|
| Exposures subject to foreign exchange |
| (1,124) |
| (28,104) |
| (56,207) | |||||||
Total(1) |
|
|
|
|
|
|
|
|
|
|
| (138,068) |
| (3,393,432) |
| (6,396,849) | |
(1) Amounts net of taxes. | |||||||||||||||||
Scenario 1: a shock of 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. |
42
d) Off-balance-sheet funds under management | |||||||||||||||||
Banco Santander has under its management investment funds for which we do not hold any substantial participation interests and we do 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. Moreoever, 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. See note 2.w for further information in this respect. (Note 2.w). | |||||||||||||||||
The detail of off-balance-sheets funds managed by the Bank is as follows: | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/30/2015 | 12/31/2014 | ||||||||||||||||
| Funds under management |
|
|
|
|
|
| 7,236,670 |
| 4,591,810 | |||||||
| Total |
|
|
|
|
|
| 7,236,670 |
| 4,591,810 | |||||||
e) Third-party securities held in custody | |||||||||||||||||
As of September 30, 2015 and December 31, 2014, the Bank held in custody marketable debt securities and equity instruments totaling R$256,750,662 and R$398,499,007, respectively entrusted to it by third parties. | |||||||||||||||||
f) Fair value of financial assets and liabilities not measured at fair value | |||||||||||||||||
i) Financial assets at a value other than fair value | |||||||||||||||||
Following 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 September 30, 2015 and December 31, 2014: | |||||||||||||||||
Thousands of Real |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9/30/2015 | |
Assets | Accounting Value | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||
| Investments in Open Market | 19,173,455 |
| 19,173,455 |
| - |
| 19,173,455 |
| - | |||||||
| Held to maturity investments | 10,416,005 |
| 9,747,832 |
| 5,937,801 |
| 3,810,031 |
| - | |||||||
| Loans and Receivables: |
|
|
|
|
|
|
| |||||||||
Loans and amounts due from credit institutions | 53,031,485 | 52,983,603 | - | 52,983,603 | |||||||||||||
| Loans and advances to customers | 254,108,804 |
| 254,014,762 |
| - |
| 254,014,762 |
| - | |||||||
| Loans and receivables - Debt instruments |
|
|
| 11,119,462 |
| 10,622,032 |
| - |
| 10,622,032 |
| - | ||||
| Total |
|
|
|
|
|
|
| 318,259,751 |
| 317,620,397 |
| - |
| 317,620,397 |
| - |
Thousands of Real |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12/31/2014 | |
Assets | Accounting Value | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||
| Investments in Open Market |
|
|
|
|
| 16,212,907 |
| 16,212,907 |
| - |
| 16,212,907 |
| - | ||
| Loans and Receivables: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Loans and amounts due from credit institutions |
|
|
| 28,917,397 |
| 28,878,632 |
| - |
| 28,878,632 |
| - | ||||
| Loans and advances to customers |
|
|
| 235,690,349 |
| 235,086,295 |
| - |
| 235,086,295 |
| - | ||||
| Total |
|
|
|
|
|
|
| 264,607,746 |
| 263,964,927 |
| - |
| 263,964,927 |
| - |
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 September 30, 2015 and December 31, 2014: | |||||||||||||||||
| Thousands of Real |
|
|
|
|
|
|
| 9/30/2015 | ||||||||
Liabilities | Accounting Value | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||
| Financial liabilities at amortized cost: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Deposits of Brazil's Central Bank and deposits of credit institutions | 80,264,541 |
| 80,279,948 |
| - |
| 80,279,948 |
| - | |||||||
| Customer deposits(*) |
|
|
|
|
| 244,580,099 |
| 244,754,124 |
| - |
| - |
| 244,754,124 | ||
| Marketable debt securities |
|
|
|
|
| 94,296,697 |
| 95,559,013 |
| - |
| 95,559,013 |
| - | ||
| Subordinated Debt |
|
|
|
|
|
|
| 7,818,148 |
| 7,871,667 |
| - |
| 7,871,667 |
| - |
| Debt instruments Eligible Capital |
|
|
|
| 10,043,077 |
| 10,043,077 |
| - |
| 10,043,077 |
| - | |||
| Other financial liabilities |
|
|
|
|
| 21,808,439 |
| 21,808,439 |
| - |
| - |
| 21,808,439 | ||
| Total |
|
|
|
|
|
|
| 458,811,001 |
| 460,316,268 |
| - |
| 193,753,705 |
| 266,562,563 |
| Thousands of Real |
|
|
|
|
|
|
| 12/31/2014 | ||||||||
Liabilities | Accounting Value | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||
| Financial liabilities at amortized cost: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Deposits of Brazil's Central Bank and deposits of credit institutions | 63,674,201 |
| 63,698,255 |
| - |
| 63,698,255 |
| - | |||||||
| Customer deposits(*) |
|
|
|
|
| 220,644,019 |
| 220,800,026 |
| - |
| - |
| 220,800,026 | ||
| Marketable debt securities |
|
|
|
|
| 70,355,249 |
| 71,058,657 |
| - |
| 71,058,657 |
| - | ||
| Subordinated Debt |
|
|
|
|
|
|
| 7,294,077 |
| 7,382,396 |
| - |
| 7,382,396 |
| - |
| Debt instruments Eligible Capital |
|
|
|
| 6,773,312 |
| 6,773,312 |
| - |
| 6,773,312 |
| - | |||
| Other financial liabilities |
|
|
|
|
| 23,445,735 |
| 23,445,735 |
| - |
| - |
| 23,445,735 | ||
| Total |
|
|
|
|
|
|
| 392,186,593 |
| 393,158,381 |
| - |
| 148,912,620 |
| 244,245,761 |
(*) For these purposes, the fair value of customer demand deposits, which are included within customer deposits, are taken to be the same as their carrying amount. |
43
The methods and assumptions used to estimate the fair values summarized in the tables above are set forth below: | |||||||||||||||||
- Short-term investments. Short-term investments include interbank deposits and repurchase agreements.The carrying amount is approximated to the fair value. | |||||||||||||||||
- Loans operations. Fair values are estimated for groups of loans with similar characteristics. The fair value is measured by discounting estimated cash flow using the interest rate of new contracts. | |||||||||||||||||
- Deposits. The fair value of deposits is 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 is considered to approximate fair value. | |||||||||||||||||
- Long-term loans. The fair value of long-term loans are estimated by cash flow discounted at the interest rate offered on the market with similar terms and maturities. | |||||||||||||||||
The following valuation techniques are used for each Level: | |||||||||||||||||
- Level 1. Valuations for Level 1 are based on observable information which reflects the public prices (not adjusted) for identical assets or liabilities on active markets. | |||||||||||||||||
- Level 2. Valuations for Level 2, valuations are based on observable information (other than the prices referred to in relation to Level 1) which includes prices quoted for similar assets or liabilities in active markets, and prices quoted for identical or similar assets or liabilities in markets which are not active. | |||||||||||||||||
- Level 3. Valuations for Level 3 are generated using proprietary models. Such models are based on interest rate curves generated by financial modelling produced internally within the Bank. | |||||||||||||||||
g) 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. | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/01 to 9/30/2015 | 1/01 to 9/30/2014 | ||||||||||||||||
Interest and similar income |
| 51,915,971 |
|
|
| 43,028,449 |
|
| |||||||||
Fee and commission income (net) |
| 6,951,161 |
|
|
| 6,276,083 |
|
| |||||||||
Impairment losses on financial assets (net) |
| (9,267,909) |
|
|
| (8,540,861) |
|
| |||||||||
Other income and expense |
|
| (5,539,705) |
|
|
| (249,781) |
|
| ||||||||
Interest expense and similar charges |
|
| (27,512,630) |
|
|
| (22,574,683) |
|
| ||||||||
Third-party input |
|
| (5,425,538) |
|
|
| (4,324,734) |
|
| ||||||||
Materials, energy and other |
|
| (384,142) |
|
|
| (371,443) |
|
| ||||||||
Third-party services |
|
|
| (3,252,252) |
|
|
| (3,398,331) |
|
| |||||||
Impairment of assets |
|
| (1,242,949) |
|
|
| 11,480 |
|
| ||||||||
Other |
|
|
| (546,195) |
|
|
| (566,440) |
|
| |||||||
Gross added value |
|
|
| 11,121,350 |
|
|
| 13,614,473 |
|
| |||||||
Retention |
|
|
|
|
|
|
|
|
|
| |||||||
Depreciation and amortization |
|
| (1,166,666) |
|
|
| (989,053) |
|
| ||||||||
Added value produced |
| 9,954,684 |
|
|
| 12,625,420 |
|
| |||||||||
Added value received from transfer |
|
|
|
|
|
|
|
|
|
| |||||||
Investments in affiliates and subsidiaries | 81,953 |
|
|
| 67,575 |
|
| ||||||||||
Added value to distribute |
|
|
| 10,036,637 |
|
|
| 12,692,995 |
|
| |||||||
Added value distribution |
|
|
|
|
|
|
|
|
|
| |||||||
Employee |
|
|
| 5,405,716 |
| 53.9% |
| 4,610,724 |
| 36.3% | |||||||
Compensation |
|
|
|
| 3,538,708 |
|
|
| 3,374,786 |
|
| ||||||
Benefits |
|
|
|
|
| 949,564 |
|
|
| 865,824 |
|
| |||||
Government severance indemnity funds for employees - FGTS | 763,197 |
|
|
| 232,791 |
|
| ||||||||||
Other |
|
|
|
|
|
| 154,247 |
|
|
| 137,323 |
|
| ||||
Taxes |
|
|
|
|
|
|
| (4,216,111) |
| -42.0% |
| 3,278,733 |
| 25.8% | |||
Federal |
|
|
|
|
|
| (4,577,866) |
|
|
| 3,235,253 |
|
| ||||
State |
|
|
|
|
|
|
| 529 |
|
|
| 756 |
|
| |||
Municipal |
|
|
|
|
|
| 361,226 |
|
|
| 42,724 |
|
| ||||
Compensation of third-party capital - rental |
|
| 560,050 |
| 5.6% |
| 524,263 |
| 4.1% | ||||||||
Remuneration of interest on capital |
| 8,286,982 |
| 82.6% |
| 4,279,275 |
| 33.7% | |||||||||
Dividends and interest on capital |
|
| 3,200,000 |
|
|
| 740,193 |
|
| ||||||||
Profit Reinvestment |
|
|
|
|
| 5,056,672 |
|
|
| 3,480,571 |
|
| |||||
Profit (loss) attributable to non-controlling interests |
|
| 30,310 |
|
|
| 58,511 |
|
| ||||||||
Total |
|
|
|
| 10,036,637 |
| 100.0% |
| 12,692,995 |
| 100.0% | ||||||
44
17. Supplementary information – Conciliation of stockholders' equity and net income | |||||||||||||||||
The table below presents a conciliation of stockholders' equity and net income attributed to the parent between standards adopted in Brazil (BRGAAP) and IFRS, with the conceptual description of the main adjustments: | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| Note |
| 9/30/2015 |
| 9/30/2014 |
| 12/31/2014 |
| Stockholders' equity attributed to the parent under Brazilian GAAP |
|
|
|
|
| 57,601,587 |
| 58,312,898 |
| 57,320,685 | ||||||
| IFRS adjustments, net of taxes, when applicable: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Reclassification of financial instruments at fair value through profit or loss | a |
| (110,941) |
| (1,027) |
| (188,803) | |||||||||
| Reclassification of financial instruments to available-for-sale | b |
| 36,849 |
| 34,204 |
| 34,852 | |||||||||
| Impairment on loans and receivables |
|
|
|
|
| c |
| 123,669 |
| 128,503 |
| 128,080 | ||||
| Category transfers |
|
|
|
|
|
|
|
|
| d |
| 781,563 |
| - |
| - |
| Deferral of financial fees, commissions and inherent costs under effective interest rate method |
|
|
|
|
|
|
| |||||||||
| e |
| 312,779 |
| 265,073 |
| 273,275 | ||||||||||
| Reversal of goodwill amortization |
|
|
|
|
| f |
| 23,075,710 |
| 19,790,917 |
| 20,733,974 | ||||
| Realization on purchase price adjustments |
|
|
|
|
| g |
| 817,767 |
| 893,526 |
| 874,738 | ||||
| Recognition of fair value in the partial sale in subsidiaries |
|
|
|
|
| h |
| 112,052 |
| 112,052 |
| 112,052 | ||||
| Option for Acquisition of Equity Instrument |
|
|
|
|
| i |
| (1,017,000) |
| (950,000) |
| (950,000) | ||||
| Other |
|
|
|
|
|
|
|
|
|
|
| 15,025 |
| (22,892) |
| (35,733) |
| Stockholders' equity attributed to the parent under IFRS |
|
|
|
|
| 81,749,060 |
| 78,563,254 |
| 78,303,120 | ||||||
| Non-controlling interest under IFRS |
|
|
|
|
|
|
| 415,880 |
| 410,695 |
| 380,173 | ||||
| Stockholders' equity (including non-controlling interest) under IFRS |
|
|
|
|
| 82,164,940 |
| 78,973,949 |
| 78,683,293 | ||||||
| Thousands of Reais |
|
|
|
|
| Note |
| 7/01 to 9/30/2015 |
| 7/01 to 9/30/2014 |
| 1/01 to 9/30/2015 |
| 1/01 to 9/30/2014 | ||
| Net income attributed to the Parent under Brazilian GAAP |
|
|
| 1,266,336 |
| 536,829 |
| 5,831,076 |
| 1,582,751 | ||||||
| IFRS adjustments, net of taxes, when applicable: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Reclassification of financial instruments at fair value through profit or loss |
| a |
| (822) |
| (1,927) |
| (2,244) |
| 1,144 | ||||||
| Reclassification of financial instruments to available-for-sale |
| b |
| (4,963) |
| (7,875) |
| (19,607) |
| (27,253) | ||||||
| Impairment on loans and receivables |
|
|
|
|
|
|
| c |
| 224 |
| 10,068 |
| (4,411) |
| 37,421 |
Deferral of financial fees, commissions and inherent costs under effective interest rate method |
|
|
|
|
|
|
|
|
|
| |||||||
| e |
| 7,944 | (4,367) |
| 39,504 |
| (19,255) | |||||||||
| Reversal of goodwill amortization |
|
|
| f |
| 445,629 |
| 927,237 |
| 2,341,736 |
| 2,745,730 | ||||
| Realization on purchase price adjustments |
|
|
| g |
| (18,991) |
| (18,787) |
| (56,972) |
| (56,363) | ||||
| Regulatory Capital Optimization Plan |
|
|
|
|
|
|
|
|
| - |
| (107,912) |
| - |
| - |
| Others |
|
|
|
|
|
|
|
|
| (3,988) |
| (20,361) |
| 127,590 |
| (43,411) |
| Net income attributed to the parent under IFRS |
|
|
|
|
| 1,691,369 |
| 1,312,905 |
| 8,256,672 |
| 4,220,764 | ||||
| Non-controlling interest under IFRS |
|
|
|
|
| 25,916 |
| 10,110 |
| 30,310 |
| 58,511 | ||||
| Net income (including non-controlling interest) under IFRS |
|
|
| 1,717,285 |
| 1,323,015 |
| 8,286,982 |
| 4,279,275 | ||||||
| |||||||||||||||||
a) Reclassification of financial instruments at fair value through profit or loss: | |||||||||||||||||
Under BRGAAP, all loans and receivables and deposits are accounted for at amortized cost. Under IFRS, in accordance with IAS 39 “Financial Instruments: Recognition and Measurement” the financial assets can be measured at fair value and included in the category as “other financial assets at fair value through profit or loss” to eliminate or significantly reduce the accounting mismatch the recognition or measurement derived from measuring assets or liabilities or recognizing gains or losses on them on different bases, which are managed and their performance evaluated on the basis of fair value. Thus, the Bank classified loans, financing and deposits that meet these parameters, as the "other financial assets at fair value through profit or loss", as well as certain debt instruments classified as “available for sale” under BRGAAP. The Bank has selected such classification basis in IFRS as it eliminates an accounting mismatch in the recognition of income and expenses. | |||||||||||||||||
b) Reclassification of financial instruments to available-for-sale: | |||||||||||||||||
Under BRGAAP, the Bank accounts some investments, for example, in debt securities at amortized cost and equity securities at cost. At the time of preparing this balance sheet, management revised its strategy for managing their investments and in accordance with the premises of the Central Bank Circular 3.068, were reclassified debt securities category for "negotiation" with record in fair value through profit or loss. Under IFRS, the Bank has classified these investments as available for sale, measuring them at fair value with changes recognized in the "Consolidated statements of comprehensive income", within the scope of IAS 39 "Financial Instruments: Recognition and Measurement", which does not allow reclassification of any financial instrument for the fair value through profit or loss category after initial recognition. | |||||||||||||||||
c) Impairment on loans and receivables: | |||||||||||||||||
On the income refers to the adjust based on estimated losses on loans and receivables portfolio, which was established with based on historical loss of impairment and other circumstances known at the time of evaluation, according to the guidance provided by IAS 39 "Financial Instruments: Recognition and Measurement. These criteria differ in certain aspects of the criteria adopted under BRGAAP, which uses certain regulatory limits set by the Central Bank. | |||||||||||||||||
d) Category transfers | |||||||||||||||||
The IAS 39 permits reclassification of the category "available for sale" to "held to maturity" at any time provided that the entity has the intention and ability to hold the financial asset in this category. However, for the purpose of BRGAAP, pursuant to art. 5 of the Central Bank Circular 3068, the revaluation regarding the classification into categories of securities may only be made when preparing the half-yearly financial statements. | |||||||||||||||||
45
e) Deferral of financial fees, commissions and inherent costs under effective interest rate method: | |||||||||||||||||
Under IFRS, in accordance with IAS 39 “Financial Instruments: Recognition and Measurement”, financial fees, commissions and other costs that are integral part of effective interest rate of financial instruments measured at amortized cost are recognized in profit or loss over the term of the corresponding contracts. Under BRGAAP these fees and expenses are recognized directly as income when received or paid. | |||||||||||||||||
f) Reversal of goodwill amortization: | |||||||||||||||||
Under BRGAAP, goodwill is amortized systematically over a period upto 10 years and additionally, the goodwill recorded is measured annually or whenever there is any indication that the asset may be impaired. Under IFRS, in accordance with IAS 38 “Intangible Assets”, goodwill is not amortized, but instead, is tested for impairment, at least annually, and whenever there is an indication that the goodwill may be impaired; comparing its recoverable amount with its carrying value. The tax amortization of goodwill of Banco ABN Amro Real SA represents a difference between book and tax basis of a permanent nature and definitive as the possibility of future use of resources to settle a tax liability is considered remote by management, supported by the opinion of expert external advisors. The tax amortization of goodwill is permanent and definitive, and therefore does not apply to the recognition of a deferred tax liability in accordance with IAS 12, on temporary differences. | |||||||||||||||||
g) Realization on purchase price adjustments: | |||||||||||||||||
As part of the allocation of the purchase price related to the acquisition of Banco Real, following the requirements of IFRS 3, the Bank has recognized the assets and liabilities of the acquiree to fair value, including identifiable intangible assets with finite lives. Under BRGAAP, in a business combination, the assets and liabilities are kept at their book value. This purchase price adjustment relates substantially to the following items: | |||||||||||||||||
• The allocation related to the value of assets in the loan portfolio. The initial recognition of value of the loans at fair value, adjustment to the yield curve of the loan portfolio in comparison to its nominal value, which is apportion by its average realization period. | |||||||||||||||||
• The amortization of the identified intangible assets with finite lives over their estimated useful lives. | |||||||||||||||||
h) Recognition of fair value in the partial disposal of investments in subsidiaries | |||||||||||||||||
Under IFRS, in accordance with IFRS 10 "Consolidated Financial Statements" on partial disposal of a permanent investment, fair value is recognized over the remaining portion. Under BRGAAP, this type of operation, ongoing participation is accounted for by its book value. | |||||||||||||||||
i) Option for Acquisition of Equity Instrument | |||||||||||||||||
Within the context of transaction, Banco Santander has granted to members of the Getnet S.A. and the Banco Bonsucesso a put with the purpose all shares of Getnet S.A. and the Banco Bonsucesso held by them. As set out in IAS 32, a financial liability was recognized for its commitment, and as a result it has a specific account in stockholders' equity in the amount of R$950 million and R$67 million respectively. Were accounted a amoun R$240 million in Non - Controlling Interests in the Banco Bonsucesso transaction. | |||||||||||||||||
46
APPENDIX I – SUBSIDIARIES OF BANCO SANTANDER (BRASIL) S.A. | ||||||||||||||||
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Directly and Indirectly controlled by Banco Santander (Brasil) S.A. | Participation % | Stockholders' | ||||||||||||||
Activity | Direct | Indirect | Equity | Net Income | ||||||||||||
Banco Bandepe S.A. |
| Bank |
| 100.00% |
| 100.00% |
| 3,153,142 |
| 205,363 | ||||||
Santander Leasing S.A. Arrendamento Mercantil | Leasing |
| 78.57% |
| 99.99% |
| 5,369,873 |
| 360,395 | |||||||
Aymoré Crédito, Financiamento e Investimento S.A. | Financial |
| 100.00% |
| 100.00% |
| 1,771,889 |
| 525,020 | |||||||
Santander Brasil Administradora de Consórcio Ltda. | Buying club |
| 100.00% |
| 100.00% |
| 162,912 |
| 15,998 | |||||||
Santander Microcrédito Assessoria Financeira S.A. | Microcredit |
| 100.00% |
| 100.00% |
| 23,046 |
| 935 | |||||||
Santander Brasil Advisory Services S.A. | Other Activities |
| 96.52% |
| 96.52% |
| 14,566 |
| 1,140 | |||||||
Atual Companhia Securitizadora de Créditos Financeiros(10) | Securitization |
| 100.00% |
| 100.00% |
| - |
| - | |||||||
Santander Securities Services Brasil DTVM S.A.(2) | Dealer |
| - |
| - |
| - |
| 105,288 | |||||||
Santander Corretora de Câmbio e Valores Mobiliários S.A. | Broker |
| 99.99% |
| 100.00% |
| 446,691 |
| 63,076 | |||||||
Santander Participações S.A.(3) | Holding |
| 100.00% |
| 100.00% |
| 1,658,769 |
| (170,029) | |||||||
Santander Getnet(6) | Other Activities |
| 88.50% |
| 88.50% |
| 1,438,324 |
| 217,919 | |||||||
Sancap Investimentos e Participações S.A. | Holding |
| 100.00% |
| 100.00% |
| 327,141 |
| 33,608 | |||||||
Mantiq Investimentos Ltda. | Other Activities |
| 100.00% |
| 100.00% |
| 7,003 |
| 2,628 | |||||||
Santander Brasil EFC | Financial |
| 100.00% |
| 100.00% |
| 3,469,031 |
| 23,443 | |||||||
Santander S.A. Serviços Técnicos, Administrativos e de Corretagem de Seguros | Insurance Broker |
| 60.65% |
| 60.65% |
| 580,152 |
| 1,193 | |||||||
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Controlled by Santander Serviços |
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Webcasas S.A. |
| Other Activities |
| - |
| 100.00% |
| 20,206 |
| (296) | ||||||
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Controlled by Getnet S.A.(4) |
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Auttar HUT Processamento de Dados Ltda. (Auttar HUT)(4) |
| Other Activities |
| - |
| 100.00% |
| 9,547 |
| 1,873 | ||||||
Integry Tecnologia e Serviços A.H.U Ltda. (Integry Tecnologia)(4) |
| Other Activities |
| - |
| 100.00% |
| (47) |
| (81) | ||||||
Toque Fale Serviços de Telemarketing Ltda. (Toque Fale)(4) |
| Other Activities |
| - |
| 100.00% |
| 1,583 |
| 1,543 | ||||||
Transacciones Eletrónicas Pos Móvil S.A. (Pos Móvil)(5) |
| Other Activities |
| - |
| 100.00% |
| - |
| (3,167) | ||||||
Controlled by Sancap |
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Santander Capitalização S.A. |
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| Savings and annuities |
| - |
| 100.00% |
| 245,675 |
| 75,913 | ||
Evidence Previdência S.A.(1) |
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| Social Securities |
| - |
| 100.00% |
| 143,518 |
| (42,461) | ||
Controlled by Aymoré CFI(7)(8) | ||||||||||||||||
Super Pagamentos e Administração de Meios Eletrônicos Ltda. (Super)(7) |
| Other Activities |
| - |
| 50.00% |
| 30,960 |
| (3,124) | ||||||
Banco Bonsucesso Consignado S.A.(8) |
| Bank |
| - |
| 60.00% |
| 614,615 |
| 19,455 | ||||||
Controlled by Banco Bonsucesso Consignado S.A.(8) |
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BPV Promotoda de Vendas e Cobrança Ltda.(8) | Other Activities | - |
| 100.00% |
| 3,438 |
| (5,972) | ||||||||
BSI Informática Ltda.(8) | Other Activities | - |
| 100.00% |
| 6,943 |
| 6,108 | ||||||||
Directly and Indirectly controlled by Banco Santander (Brasil) S.A. | ||||||||||||||||
Brazil Foreign Diversified Payment Rights Finance Company (a)(9) |
| Securitization |
| - |
| (a) (10) |
| - |
| - | ||||||
Santander FIC FI Contract I Referenciado DI(a) |
| Investment Fund |
| - |
| (a) |
| - |
| - | ||||||
Santander Fundo de Investimento Unix Multimercado Crédito Privado(a) |
| Investment Fund |
| - |
| (a) |
| - |
| - | ||||||
Santander Fundo de Investimento Diamantina Multimercado Crédito Privado de Investimento no Exterior(a) |
| Investment Fund |
| - |
| (a) |
| - |
| - | ||||||
Santander Fundo de Investimento Amazonas Multimercado Crédito Privado de Investimento no Exterior(a) |
| Investment Fund |
| - |
| (a) |
| - |
| - | ||||||
Santander Fundo de Investimento SBAC Referenciado DI Crédito Privado(a) |
| Investment Fund |
| - |
| (a) |
| - |
| - | ||||||
Santander Fundo de Investimento Guarujá Multimercado Crédito Privado de Investimento no Exterior(a) |
| Investment Fund |
| - |
| (a) |
| - |
| - | ||||||
Santander Fundo de Investimento Financial Curto Prazo(a) |
| Investment Fund |
| - |
| (a) |
| - |
| - | ||||||
Santander Fundo de Investimento Capitalization Renda Fixa(a) |
| Investment Fund |
| - |
| (a) |
| - |
| - | ||||||
Santander Paraty QIF PLC(a) |
| 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) On the Extraordinary Shareholders Meeting (ESM) held on December 5, 2014 was approved the capital increase by Sancap amounting R$140,000, through the issue of 7,000,000,000 new common shares, no face value, changing the current capital from R$45,000 to R$185,000. On January 29, 2015, was approved by "Superintendência de Seguros Privados – Susep" the transfer of Ensuring Benefits Fund Portfolio - FGB of Zurich Santander Brasil Seguros e Previdência S.A. for Evidence Previdência S.A. On February 2, 2015, assets and reserves of that Portfolio has been transferred and are now managed by the Evidence. | ||||||||||||||||
(2) Investiment disposed on August 2015 (note 3.c). | ||||||||||||||||
(3) On the Extraordinary Shareholders Meeting (ESM) held on January 7, 2015, was approved the capital increase of R$149,000, and the capital stock of R$1,551,000 to R$1,700,000, through the issuance of 360,348 new common shares, subscribed and paid by Banco Santander in local currency. | ||||||||||||||||
(4) Companies acquired indirectly by the acquisition of Getnet Tecnologia em Captura e Processamento de Transações H.U.A.S.A. (Getnet) by Getnet S.A (current corporate name of Santander Getnet) | ||||||||||||||||
(5) Pos Mobile because of the end of the period of validity was dissolved as a note published in the Diario Oficial de la Republica de Chile on August 21, 2015 confirming the dissolution of the Company. | ||||||||||||||||
(6) The Go Pay Trade and Information Technology Services Ltda. It was merged into Getnet SA on April 30, 2015. |
47
(7) Investment acquired on December 12, 2014. The EGM of December 15, 2014, approved the capital reduction in order to fit the value of effectively paid amounts, which goes from R$51,128 to R$49,451, said reduction in the amount of R$1,677, without cancellation of shares, and no refund of any amounts to shareholders, subject to the provisions of applicable law. | ||||||||||||||||
(8) Companies acquired indirectly by the acquisition of Banco Bonsucesso (Note 3.a) | ||||||||||||||||
(9) The Brazil Foreign was closed on April 27, 2015, according to the Certificate of Dissolution issued by the Registrar of Companies of the Cayman Islands on January 29, 2015. | ||||||||||||||||
(10)The capital of the Company is R$100.00 composed of one hundred (100) common shares with no par value. | ||||||||||||||||
Agreement on the acquisition of part of the financial operation of PSA Group in Brazil and a consequent creation of a joint venture | ||||||||||||||||
On 24 July 2015, Aymoré CFI and Banco Santander, in furtherance of the partnership entered into between Banque PSA Finance (“Banque PSA”) and Santander Consumer Finance for the joint operation of the vehicle financing business related to PSA brands (Peugeot, Citroën and DS) in Europe, on this date Banco Santander entered into binding agreements for the formation of a financial cooperation in Brazil with Banque PSA to locally offer a range of financial and insurance products to consumers and distributors of the PSA brands. The main vehicle of the financial cooperation shall be Banco PSA Finance Brasil S.A., which shall be held in the proportion of fifty per cent (50%) by Aymoré CFI, and fifty per cent (50%) by Banque PSA. The acquisition shall be carried out for the proportional book value on the closing date. The transaction also contemplates the acquisition, by subsidiaries of Banco Santander, of hundred per cent (100%) of PSA Finance Arrendamento Mercantil S.A. which purchase price shall be equivalent to seventy four per cent (74%) of its book value on the closing date, and, of fifty per cent (50%) of PSA Corretora de Seguros e Serviços Ltda., which purchase price shall be equivalent to the proportional book value on the closing date. The closing of the transaction shall be subject to the fulfillment of certain conditions precedent usual in similar transactions, including obtaining the applicable regulatory and anti-trust approvals. | ||||||||||||||||
48
BANCO SANTANDER (BRASIL) S.A. | |||||||||||||||||||
PERFORMANCE REVIEW | |||||||||||||||||||
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Dear Stockholders: | |||||||||||||||||||
We present the Management Report to the consolidated financial statements of Banco Santander (Brasil) S.A. for the period ended September 30, 2015, prepared in accordance with IAS 34, Interim Financial Reporting, from 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). | |||||||||||||||||||
1) Macroeconomic Environment | |||||||||||||||||||
In the third quarter of 2015 the banking activity in Brazil was carried out in an environment of economic contraction and higher interest rates in order to contain inflation and depreciation of the real against the dollar. | |||||||||||||||||||
The Selic interest rate stood at 14.25%, up 250 basis points from the 11.75% in the end of 2014. Monetary policy action along with fiscal tightening measures should help contain inflation at the next year. The IPCA reached 9.53% in August 2015, exceeding the target that is 6.5%. | |||||||||||||||||||
The labor market still in a process of deterioration, that begun at the first quarter of 2015, with unemployment rate of 7.6% in August 2015, at rate of 5.0% recorded in August 2014. | |||||||||||||||||||
The loan portfolio grew 9.6% in August 2015 compared to August 2014. In the first semester, the growth rate was around 10.5%. This deceleration, can be seen both in the credit of directed resources, whose growth gave to 14.7% a year, as the credit with free resources, which grew only 5.2% between August 2014 and August 2015. The portfolio of public banks increased 14.3% in twelve months, while private banks expanded by 4.3%. | |||||||||||||||||||
2) Performance | |||||||||||||||||||
2.1) Net Income | |||||||||||||||||||
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INCOME STATEMENTS |
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| 9M15 |
| 9M14 |
| changes | 3Q15 |
| 2Q15 |
| changes in period % | ||||
INTEREST NET INCOME(b) | 24,403 | 20,454 | 19.31 | 7,756 | 9,410 | -17.58 | |||||||||||||
Income from equity instruments | 96 | 173 | -44.51 | 15 | 74 | -79.73 | |||||||||||||
Income from companies accounted for by the equity method | 82 | 68 | 20.59 | 26 | 24 | 8.33 | |||||||||||||
Fee and commission net | 6,951 | 6,276 | 10.76 | 2,398 | 2,299 | 4.31 | |||||||||||||
Gains (losses) on financial assets and liabilities (net) + Exchange differences (net)(a) (c) | (11,536) | 64 | -18,125.00 | (7,967) | 1,129 | -805.67 | |||||||||||||
Other operating income (expense) | (194) | (373) | -47.99 | 13 | (118) | -111.02 | |||||||||||||
TOTAL INCOME | 19,802 | 26,662 | -25.73 | 2,241 | 12,818 | -82.52 | |||||||||||||
Administrative expenses | (10,526) | (10,168) | 3.52 | (3,634) | (3,483) | 4.34 | |||||||||||||
Depreciation and amortization | (1,167) | (989) | 18.00 | (359) | (412) | -12.86 | |||||||||||||
Provisions (net) | (3,182) | (1,399) | 127.45 | (1,062) | (1,536) | -30.86 | |||||||||||||
Impairment losses on financial assets and other assets (net)(c) | (10,511) | (8,530) | 23.22 | (3,435) | (4,437) | -22.58 | |||||||||||||
Gains (losses) on disposal of assets not classified as non-current assets held for sale(d) | 781 | 76 | - | 754 | 25 | - | |||||||||||||
Gains (losses) on non-current assets held for sale not classified as discontinued operations | 75 | 11 | - | 9 | 4 | 125.00 | |||||||||||||
OPERATING PROFIT BEFORE TAX | (4,728) | 5,663 | -183.49 | (5,486) | 2,979 | -284.16 | |||||||||||||
Income taxes (a) (b) | 13,015 | (1,384) | -1,040.39 | 7,203 | 1,954 | 268.63 | |||||||||||||
CONSOLIDATED PROFIT |
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| 8,287 |
| 4,279 |
| 93.67 | 1,717 |
| 4,933 |
| -65.19 | ||
The net income of Banco Santander presented in the period ended September 30, 2015 a result of R$1,717 million. | |||||||||||||||||||
The other administrative expenses totaled R$4,852 millions and R$4,913 millions on September 30, 2015 and 2014 respectively. The personnel expenses totaled R$5,674 million and R$5,255 million on September 30, 2015 and 2014 respectively. The other administrative expenses reduced 1.2% and the personnel expenses increased 8.0% YoY. | |||||||||||||||||||
As a result the efficiency ratio, calculated by division of the general expenses amounting R$10,527 million by total revenue amounting R$19,802 million, reached 53.2%. | |||||||||||||||||||
Main changes that affected the net income of the period | |||||||||||||||||||
a) Hedge of foreign investments | |||||||||||||||||||
The total taxes includes income tax, social contribution, PIS and Cofins. On September 30, 2015, the tax change amounted to a credit of R$13,015 million, how ever considering the Cayman fiscal hedge effect the income tax change is an expense of R$1,561 million. | |||||||||||||||||||
The functional currency of Santander EFC is the euro, so the exchange rate differences generated for converting that investment to the real are recorded in "Other comprehensive income". In the case of the Cayman branch, its functional currency is the real. Thus, the foreign exchange differences of operations that are carried out in US dollars are recorded as a result.To hedge exposure to foreign exchange variations, the Bank uses derivative. According to Brazilian tax rules, gains or losses resulting from the impact of the appreciation or depreciation of the real on foreign investment are not taxable for PIS purposes / COFINS / IR / CSLL, while gains or losses from derivatives used as hedges are taxable.The purpose of these derivatives is to protect the net result after tax. Whereas the effect of exchange rate changes are not taxable, and the effect of changes in these derivatives suffer taxation, the notional of the derivative contracts is greater than the amount of net assets protected. | |||||||||||||||||||
In the case of Santander EFC, the Bank uses hedge accounting (Net Investment Hedge). Changes in the value of derivatives, as well as related tax effect, are recorded in other comprehensive income, offsetting the exchange differences produced by the conversion of the investment for real when the hedges are effective. | |||||||||||||||||||
49
In the case of the Cayman Islands branch, the Bank does not use hedge accounting. Exchange differences of operations in dollars and the effects of derivatives used for economic protection (futures contracts) are recorded in income. The different tax treatment of such exchange differences result in volatility in Income (Loss) Operating Before Tax and Tax on income account. Exchange rate variations recorded in results from operations in dollars in the Cayman branch in the six months ended September 30, 2015, resulted in a gain of R$14,578 million. On the other hand, contracts for derivatives contracted to cover these positions generated a loss in earnings account (losses) on financial assets and liabilities of R$26,032 million. The tax effect of these derivatives impacted the line Income taxes, generating a tax gain of R$11,455 million consisting of R$1,210 million PIS / COFINS and R$10,244 million IR and CSLL. | |||||||||||||||||||
Due to the above effects, the operating result for the period ended September 2015, was a negative on R$4,728 million, excluding the effect of hedge would be a positive operating result of R$6,726 million. | |||||||||||||||||||
b) Cofins | |||||||||||||||||||
Banco Santander reported that the Superior Tribunal Federal (STF) denied unanimously at its plenary session on May 28, 2015, following the extraordinary appeal lodged by Public Ministry regarding the Cofins (Law 9,718/98), which intended to retire earlier decision of the Federal Court in favor of Banco Santander. | |||||||||||||||||||
Based on the STF's decision, Banco Santander recorded the reversal of legal liabilities amounting R$7,950 million related to Cofins under "Interest expense and similar charges" amountig R$2,057 million and "Income Taxes", amounting to R$5,893 million. The tax effect was recorded on "Income taxes" amounting R$3,180 million. | |||||||||||||||||||
With the traffic certification has become final, the Bank also recognizes the right to offset COFINS paid in the period 1999 to 2006, under the caption of other operational income R$765 million. The amount of taxes on these revenues amounted to R$306 million. | |||||||||||||||||||
c) Other significant items that affected the net income of the period | |||||||||||||||||||
The Bank recorded provisions in the six months ended September 30, 2015, and the main ones were as follows: (i) loss to the recoverable amount of the asset recorded for the purchase of rights to the provision of payroll services worth R$534 million , recorded under "Loss on other assets (net) - other", (ii) assets in the acquisition and development of software in the amount of R$675 million recorded under "Loss on other assets (net) - Intangible Assets" and (iii) provisions for securities and financial instruments in the amount of R$432 million, of which R$183 million recorded under "Other financial instruments not measured at fair value through profit" and R$249 million in "Other financial instruments at fair value through profit". | |||||||||||||||||||
d) Sale of Santander Securities Services Brasil Distribuidora de Títulos e Valores Mobiliários S.A. | |||||||||||||||||||
On August 31, 2015 the sales transaction of the qualified custody business, with the sale of all shares of Santander Securities Services Brazil Distribuidora de Títulos e Valores Mobiliários S.A. to Santander Securities Services Brasil Participações S.A., indirectly controlled by Banco Santander, S.A. was concluded at the amount of R$ 859 million, according to was informed to the market on June 19, 2014. | |||||||||||||||||||
The transaction generated a gain of R$ 751 million before taxes, recorded in the caption Result on disposal of assets not classified as non-current assets held for sale. | |||||||||||||||||||
Analysis of Income by Segment | |||||||||||||||||||
Banco Santander operates two business segments: Commercial Bank and Global Wholesale Bank. The Commercial Banking segment encompasses the entire commercial banking business (except for the Corporate Banking business managed globally using the Global Relationship Model). The Global Wholesale Banking segment reflects the returns on the Global Corporate Banking business, those on Investment Banking and Markets worldwide, including all treasury departments and the equities business. | |||||||||||||||||||
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RESULTS BY SEGMENT |
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| 9M15 |
| 9M14 |
| % in profit before tax | 3Q15 |
| % in profit before tax |
| changes | ||||
Commercial Bank(1) | (6,784) | 3,686 | 65.09 | (6,072) | 110.68 | -284.05 | |||||||||||||
Global Wholesale Banking | 2,056 | 1,977 | 34.91 | 586 | -10.68 | -63.69 | |||||||||||||
Profit Before Tax |
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| (4,728) |
| 5,663 |
| 100.00 | (5,486) |
| 100.00 |
| -183.49 | ||
(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. Adjusted for losses amounting to R$11,454,511 due to the effects of the devaluation of the Real against the US Dollar on Setembro 30, 2015, the Profit before Tax for the Commercial Bank segment was R$4,670,376. | |||||||||||||||||||
50
2.2) Assets and Liabilities | |||||||||||||||||||
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BALANCE SHEET |
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| Set/15 |
| Set/14 | changes |
| Dec/14 |
| changes in period % | ||
Cash and Balances with the Brazilian Central Bank | 77,911 | 60,748 | 28.25 | 55,904 | 39.37 | ||||||||||||||
Financial Assets held for Trading | 57,452 | 52,968 | 8.47 | 56,014 | 2.57 | ||||||||||||||
Other Financial Assets at Fair Value Through Profit or Loss | 2,243 | 1,529 | 46.70 | 997 | 124.97 | ||||||||||||||
Available-for-Sale Financial Assets | 67,318 | 47,287 | 42.36 | 75,164 | -10.44 | ||||||||||||||
Held to maturity investments | 10,417 | - | 0.00 | - | 0.00 | ||||||||||||||
Loans and Receivables(1) | 318,260 | 266,061 | 19.62 | 264,608 | 20.28 | ||||||||||||||
Hedging Derivatives | 1,240 | 252 | 392.06 | 213 | 482.16 | ||||||||||||||
Non-Current Assets Held For Sale | 940 | 646 | 45.51 | 930 | 1.08 | ||||||||||||||
Investments in Associates and Joint Ventures | 1,085 | 1,031 | 5.24 | 1,023 | 6.06 | ||||||||||||||
Tax Assets | 34,186 | 22,892 | 49.34 | 23,020 | 48.51 | ||||||||||||||
Other Assets | 3,306 | 5,543 | -40.36 | 5,066 | -34.74 | ||||||||||||||
Tangible Assets | 6,771 | 6,671 | 1.50 | 7,071 | -4.24 | ||||||||||||||
Intangible Assets | 30,045 | 30,288 | -0.80 | 30,221 | -0.58 | ||||||||||||||
TOTAL ASSETS | 611,174 | 495,916 | 23.24 | 520,231 | 17.48 | ||||||||||||||
Financial Liabilities Held For Trading | 44,190 | 17,549 | 151.81 | 19,570 | 125.80 | ||||||||||||||
Financial Liabilities at Amortized Cost | 458,812 | 369,623 | 24.13 | 392,187 | 16.99 | ||||||||||||||
Hedge Derivatives | 2,371 | 851 | 178.61 | 894 | 165.21 | ||||||||||||||
Provisions | 11,013 | 10,031 | 9.79 | 11,127 | -1.02 | ||||||||||||||
Tax Liabilities | 5,719 | 13,713 | -58.30 | 12,423 | -53.96 | ||||||||||||||
Other Liabilities | 6,904 | 5,175 | 33.41 | 5,347 | 29.12 | ||||||||||||||
TOTAL LIABILITIES | 529,009 | 416,942 | 26.88 | 441,548 | 19.81 | ||||||||||||||
Total Equity | 82,165 | 78,974 | 4.04 | 78,683 | 4.43 | ||||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
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|
|
|
| 611,174 |
| 495,916 | 23.24 |
| 520,231 |
| 17.48 | ||||||
Funding | |||||||||||||||||||
Total funding (deposits from credit institutions, deposits from clients, marketable debt securities, subordinated liabilities and debt instruments eligible to compose capital ) reached R$437,003 million in 2015 and R$346,783 in September 2014, an increase of 26.0%. | |||||||||||||||||||
Transfer between categories(1) | |||||||||||||||||||
n the third quarter 2015, due to the Banco Santander's strategy of change, thus meeting the required by IAS 39, have been reclassified from the Available Financial Assets heading for Sale - Debt Instruments the total amount of R $ 21,535,467, of which R $ 10,416,005 were transferred to held-to-maturity investments and R $ 11,119,462 for Loans and Receivables - Debt Instruments. Banco Santander has the financial capacity and intention to hold to maturity securities classified as held-to-maturity. | |||||||||||||||||||
2.3) Loan Portfolio | |||||||||||||||||||
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LOANS AND RECEIVABLES |
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| Sep/15 |
| Sep/14 | annual |
| Dec/14 |
| changes in period % | ||||
Loans and amounts due from credit institutions, gross | 53,204 | 44,328 | 20.02 | 29,060 | 83.09 | ||||||||||||||
Impairment losses | (173) | (143) | 20.98 | (142) | 21.59 | ||||||||||||||
Loans and amounts due from credit institutions, net | 53,031 | 44,185 | 20.02 | 28,917 | 83.39 | ||||||||||||||
Loans and advances to customers, gross | 269,365 | 235,402 | 14.43 | 249,111 | 8.13 | ||||||||||||||
Impairment losses | (15,256) | (13,526) | 12.79 | (13,421) | 13.68 | ||||||||||||||
Loans and advances to customers, net | 254,109 | 221,876 | 14.53 | 235,690 | 7.81 | ||||||||||||||
Debt instruments (gross) | 11,120 | - | 0.00 | - | 0.00 | ||||||||||||||
TOTAL LOANS AND RECEIVABLES |
|
|
|
|
|
|
| 318,260 |
| 266,061 | 19.62 |
| 264,608 |
| 20.28 | ||||
Impairment losses | |||||||||||||||||||
The expenses for impairment losses on loans and receivables, including the total of recovieres, totaled R$9,084 million and R$8,541 million in the period ended on September 30, 2015 and 2014, respectively, increasing 6.4%. | |||||||||||||||||||
2.4) Stockholders’ Equity | |||||||||||||||||||
In September 2015, Banco Santander consolidated stockholders’ equity presented a increase of 4.0% YoY and a reduce of 4.4% in the quarter. | |||||||||||||||||||
The variance of stockholders’ equity in 2015 is due, mainly, to the payment of dividends in the amount of R$3,200 million, the adjustment of equity evaluation in the amount of R$1,551 million and the net profit reached R$8,287 million in September 2015. | |||||||||||||||||||
In 2015, 8,886,200 Units were acquired, 4,399,515 Units paid as Bonus and Long-Term Incentive Plan – Local. The balance accumulated of treasury shares on September 30, 2015, amounting to 21,017,862 Units (12/31/2014 – 16,531,177 Units) equivalent to R$299 million (12/31/2014 – R$230 million). The minimum, weighted average and maximum cost per Unit of the total number of treasury shares is, respectively, R$11.01, R$14.10 and R$18.51. In 2015 was acquired 57,100 ADRs. The balance accumulated of ADRs acquired and held in treasury amounting 13,137,665 ADRs, in the current amount of R$323 million (12/31/2014 - R$215 million). The minimum, weighted average and maximum cost per ADR of the total number of treasury shares is, respectively, US$$4.37, US$5.52 and US$10.21. The market value of these shares on September 30, 2015 was R$16.61 per Unit and US$3.15 per ADR. In the period ended on September 30, 2015, due to the Optimization Plan PR, were also recorded interest in the amount of R$83, totaling R$622 million (12/31/2014 - R$446 million) of treasury shares. | |||||||||||||||||||
51
In September 2015, dividends of R$3,200 millions were declared as shown below: | |||||||||||||||||||
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DIVIDENDS AND INTEREST ON CAPITAL |
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| Sep/15 |
| Sep/14 |
| Dec/14 | ||||||
Interest on capital | - | - | 690.0 | ||||||||||||||||
Interim Dividends | 3,050.0 | 99.8 | 99.8 | ||||||||||||||||
Intercalary Dividends | 150.0 | 740.2 | 740.2 | ||||||||||||||||
Total |
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|
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|
|
|
|
|
|
| 3,200.0 |
| 840.0 |
| 1,530.0 | |
2.4. a) Plan to Optimize the Capital Structure | |||||||||||||||||||
According to the Material Fact disclosed on September 26, 2013, in order to optimize Banco Santander´s capital structure, the Board of Directors submitted a proposal to optimize the composition of Banco Santander’s regulatory capital to the shareholders for their approval ("PR Optimization Plan"). The aim is to establish a more efficient capital structure, consistent with the recent prudent capital rules and aligned with Banco Santander’s business plan and asset growth. The PR Optimization Plan has the following items: (i) the distribution of equity to the shareholders of Banco Santander in the total amount of R$6 billion, with no reduction in the number of shares; (ii) the issuance abroad of capital instruments to compose Tier I and Tier II of Banco Santander’s regulatory capital and; (iii) a bonus share program and an adjustment in the composition of the Units, followed by a reverse share split (inplit), with the purpose of eliminating trading in cents. | |||||||||||||||||||
Equity Distributions | |||||||||||||||||||
On November 1st, 2013, the proposal for distribution of equity to shareholders was approved on Shareholders’ Meeting. In January 2014, conditions for effective recovery of resources (lapse of time for opposition from unsecured creditors, approval by the Bacen and filing the minutes of the meeting at the Junta Comercial do Estado de São Paulo - JUCESP). The equity distribution to shareholders occurred on January 29, 2014, and the Bank's shares and Units have been traded ex-rights to the equity distribution since January 15, 2014. | |||||||||||||||||||
Issuance of Notes | |||||||||||||||||||
On January 14, 2014 the Board of Directors approved the issuance of notes outside Brazil, in US Dollars, amounting to R$6 billion.The issuance of Notes was held on January 29, 2014. | |||||||||||||||||||
The specific characteristics of the Notes issued to compose the Tier I are: (a) Notional: US$1,247 billion, equivalent to R$3 billion, (b) Interest Rate: 7.375% p.a. (c) Maturity: The Tier I Notes shall be perpetual; (d) Frequency of interest payment: interest will be paid quarterly from April 29, 2014; (e) Discretion: Banco Santander can cancel the distribution of interest at any time, for an unlimited period, with no accumulation rights and this suspension shall not be considered as a default event; (f) Subordination: in the case of insolvency, the Notes' financial settlement is subordinated to all Tier II capital instruments. The specific characteristics of the Notes issued to form the Tier II are: (a) Notional: US$1,247 billion, equivalent to R$3 billion (b) Interest Rate: 6.0% p.a. (c) Maturity: the Tier II Notes will mature on January 29, 2024, and (d) Frequency of interest payment: interest payable semi-annually from July 29, 2014. | |||||||||||||||||||
On April 15, 2014, the Bacen approved the issued notes to compose the Tier I and Tier II of Bank’s regulatory capital since the issuance date. | |||||||||||||||||||
Bonus Shares and Share Reverse Split (inplit) | |||||||||||||||||||
With the purposes of eliminating the trading in cents of SANB3 (common) and SANB4 (preferred) shares, increasing liquidity and reducing costs of transaction thereof, on March 18, 2014, our shareholders, in the extraordinary general meeting, approved, (i) a bonus share of 19,002,100,957 preferred shares to our shareholders, at the ratio of 0.047619048 preferred shares for each common share (SANB3) or preferred share (SANB4), which results in bonus share of five preferred shares for each Unit (SANB11), through the capitalization of reserves in the amount of R$172 million; and (ii) share reverse split (inplit) of the totality of our common shares and preferred shares in a ratio of 1:55, so that each fifty-five (55) common shares and fifty-five (55) preferred shares now correspond to one (1) common share and one (1) preferred share, respectively. As a result, each Unit (SANB11) is now comprised of one common share and one preferred share.Such events were implemented on June 2, 2014. | |||||||||||||||||||
Exchange Offer | |||||||||||||||||||
On April 29, 2014 the Bank published Material Fact in order to inform that it was informed by its indirect controlling shareholder, Banco Santander Spain, that it would launch a voluntary exchange offer in Brazil and United States for acquisition of up to the totality of the shares of Banco Santander that were not held by Banco Santander Spain, which represented approximately 25% of Banco Santander’s share capital, with payment in shares of Banco Santander Spain. As a result of the Transaction, Bank would continue to be a listed company, although it would change from the Level 2 of Corporate Governance of BM&FBovespa to the traditional segment. | |||||||||||||||||||
On June 9, 2014, it was held an extraordinary shareholder meeting, which resolved on the following Agenda: (a) the exit of the Bank from Level 2 of Corporate Governance; and (b) the selection of the specialized firm NM Rothschild & Sons (Brasil) Ltda. (“Rothschild”), to prepare a valuation report, called a “laudo”, based on the Bank’s economic value, for purposes of the Exchange Offer and the consequent exit from Level 2. | |||||||||||||||||||
On June 13, 2014, the Bank announced to the market that the valuation report prepared by Rothschild was duly filed on the date hereof with (i) the CVM; (ii) the BM&FBovespa; and (iii) the U.S. Securities and Exchange Commission - SEC. The Company informed as well that an application for registration of the Exchange Offer was duly filed with the CVM on the date hereof. | |||||||||||||||||||
On October 2, 2014 Banco Santander´s Board of Directors issued an opinion regarding the Exchange Offer and Banco Santander filed with the SEC its position with respect to the proposed transaction by means of a Schedule 14D-9. On October 16, 2014 Banco Santander Spain and Banco Santander disclosed to the market the adjustment of exchange ratio of the Exchange Offer referred to in the Public Notice (edital) published on September 18, 2014. In accordance with the Public Notice, the exchange ratio, and consequently the amount of BDR that entitles each Subscription Receipt, was adjusted from 0.70 BDR for each Unit and 0.35 BDR for each share, either ordinary or preferred, to 0.7152 BDR for each Unit and 0.3576 BDR for each share, either ordinary or preferred, in view of the compensation declared by Banco Santander Spain on October 16, 2014, under the Santander Dividendo Elección program, with record date on October 17, 2014. | |||||||||||||||||||
52
On October 31, 2014, Banco Santander together with Banco Santander Spain announced to the market the Exchange Offer Results. Banco Santander Spain acquired 1,640,644 shares and 517,827,702 Units, representing, together, 13.65% of the share capital of Bank. Thereby, the participation of Grupo Santander in Banco Santander would be 88.30% of its total share capital, 88.87% of its common shares and 87.71% of its preferred shares, considering also the ADRs representative of Units acquired in the Exchange Offer in the USA. As consequence of the Exchange Offer, Santander Brasil´s shares are no longer listed on Level 2 of BM&FBovespa, and are trading on the traditional listing segment. | |||||||||||||||||||
2.5) Basel Index | |||||||||||||||||||
Financial institutions are required to maintain Regulatory Capital (PR), Tier I and Principal Capital consistent with their risk activities, higher to the minimum requirement of the Regulatory Capital Requirement, represented by the sum of the partial credit risk, market risk and operational risk. | |||||||||||||||||||
The minimum Regulatory Capital requirement (PR) is 11% until December 31, 2015. And the minimum Regulatory Capital requirement of Tier I is 6% and the Principal Capital requirement of 4.5%. | |||||||||||||||||||
In July 2008 came into force the rules on regulatory capital measurement by the Standardized Approach of Basel II. These rules were repealed by Resolution 4.192/2013 and 4.278/2013 which took effect in October 2013. And the Resolution 4,193 and 4,281 of 2013, establishing the model for calculating the minimum Regulatory Capital requirements (PR), Tier I and Principal Capital. These resolutions state that the composition of the Regulatory Capital is done through equity, subordinated debt, hybrid capital instruments. The index is calculated on a consolidated basis, as shown below: | |||||||||||||||||||
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| ||||||
BASEL INDEX % |
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| Sep/15 (1) |
| Sep/14 |
| Dec/14 | ||||||
Basel Index - consolidated |
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|
|
|
|
|
|
|
|
| 15.8 |
| 18.8 |
| 17.5 | ||
(1) As a continuation the adoption of the rules established by Resolution 4,192/2013, as of January 2015, came into force the Prudential Conglomerate, defined by Resolution 4,280/2013, starting up a new period of comparison. | |||||||||||||||||||
2.6) Main Subsidiaries | |||||||||||||||||||
The table below presents the balances of total assets, net assets, net income and credit operations for the period ended September 30, 2015 the principal subsidiaries of Banco Santander portfolio: | |||||||||||||||||||
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SUBSIDIARIES |
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| Total Assets | Stockholders' Equity |
| Net Income |
| Loan Portfolio (1) | ||||||
Santander Leasing S.A. Arrendamento Mercantil | 70,075.9 | 5,369.9 | 415.0 | 2,178.2 | |||||||||||||||
Aymoré Crédito, Financiamento e Investimento S.A. | 30,539.1 | 1,771.9 | 525.0 | 25,909.5 | |||||||||||||||
Santander Brasil, Establecimiento Financiero de Credito, S.A. | 4,439.8 | 31.3 | 31.3 | 1,810.3 | |||||||||||||||
Banco Bonsucesso S.A. | 3,668.8 | 8.7 | 8.7 | 3,267.0 | |||||||||||||||
Getnet Adquirência e Serviços para Meios de Pagamento S.A. | 1,768.6 | 192.9 | 192.9 | 0.0 | |||||||||||||||
Santander Corretora de Câmbio e Valores Mobiliários S.A | 1,028.4 | 446.7 | 63.1 | 0.5 | |||||||||||||||
(1) Includes Leasing portfolio and other credits | |||||||||||||||||||
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 of Bacen. | |||||||||||||||||||
3) Events | |||||||||||||||||||
3.1) Corporate Restructuring | |||||||||||||||||||
We implemented several social movements in order to reorganize the operations and activities of entities according to the business plan of the Banco Santander. | |||||||||||||||||||
a) Sale of Santander Securities Services Brasil Distribuidora de Títulos e Valores Mobiliários S.A. (current corporate name of CRV Distribuidora de Títulos e Valores Mobiliários S.A.) | |||||||||||||||||||
On June 19, 2014, preliminary documents were executed containing the main terms and conditions related to the sale of the operation of qualified custody business, currently performed by Banco Santander, and all of the shares issued by Santander Securities Services Brasil DTVM S.A. The transaction is carried out within the context of a global alliance between Banco Santander, S.A. and a group headed by Warburg Pincus LLC related to the qualified custody activity in Spain, Brazil and Mexico. | |||||||||||||||||||
The transaction involving the sale of Banco Santander’s qualified custody business by the value of R$859 million with the sale of the totality of the shares issued by Santander Securities Services Brasil DTVM S.A. has been concluded on August 31, 2015 and the gain was R$751 million before taxes. | |||||||||||||||||||
b) Agreement on the Acquisition, of part of the Financial Operation of PSA Group in Brazil and a Consequent Creation of a Joint Venture | |||||||||||||||||||
On 24 July 2015, Aymoré CFI and Banco Santander, in furtherance of the partnership entered into between Banque PSA Finance (“Banque PSA”) and Santander Consumer Finance for the joint operation of the vehicle financing business related to PSA brands (Peugeot, Citroën and DS) in Europe, on this date Banco Santander entered into binding agreements for the formation of a financial cooperation in Brazil with Banque PSA to locally offer a range of financial and insurance products to consumers and distributors of the PSA brands. The main vehicle of the financial cooperation shall be Banco PSA Finance Brasil S.A., which shall be held in the proportion of fifty per cent (50%) by Aymoré CFI, and fifty per cent (50%) by Banque PSA. The acquisition shall be carried out for the proportional book value on the closing date. The transaction also contemplates the acquisition, by subsidiaries of Banco Santander, of hundred per cent (100%) of PSA Finance Arrendamento Mercantil S.A. which purchase price shall be equivalent to seventy four per cent (74%) of its book value on the closing date, and, of fifty per cent (50%) of PSA Corretora de Seguros e Serviços Ltda., which purchase price shall be equivalent to the proportional book value on the closing date. The closing of the transaction shall be subject to the fulfillment of certain conditions precedent usual in similar transactions, including obtaining the applicable regulatory and anti-trust approvals. |
53
c) Investment in the Company Super Pagamentos e Administração de Meios Eletrônicos LTDA. (“Super”) | |||||||||||||||||||
On October 31, 2014, Aymoré CFI signed an investment agreement ("Agreement") with a view to make an investment in Super, which shall result in the subscription and payment of new shares issued by Super, representing 50% of its total and voting capital. | |||||||||||||||||||
The closing of the operation held on December 12, 2014 and was subject to completion of certain conditions precedent set forth in the Agreement, including the prior approval of the Central Bank (obtained on December 2, 2014). Aymoré CFI subscribed and paid share capital of Super in R$31 million, through the issue of 20 million new common shares.Santander Conglomerate controls such company. | |||||||||||||||||||
d) Merger of Getnet Tecnologia em Captura e Processamento de Transações H.U.A.H. S.A. (Getnet) by Getnet Adquirencia e Serviços para Meios de Pagamento S.A. (current corporate name of Santander Getnet) | |||||||||||||||||||
Banco Santander announced to the market on April 7, 2014, the company's purchase of Getnet ("Transaction"), through its subsidiary SGS, partner of Banco Santander in the development of the activities of acquiring and processing debit and credit cards payments. | |||||||||||||||||||
At the EGM held on July 31, 2014, the capital increase of SGS of R$1,174 million was approved, from the current R$16 million to R$1,190 million through the issuance of 53,565,000 new common shares, nominative and without par value, fully subscribed and paid by Banco Santander as follows: R$1,156 million in local currency and R$17 million in through the carrying amount, by Banco Santander of 5,300 common shares without par value issued by the iZettle Brazil Payment Services SA to the capital of SGS, which raised the share of Banco Santander from in Getnet S.A. 50.0% to 88.5%. | |||||||||||||||||||
On July 31, 2014, SGS acquired all the shares of Getnet. The purchase price amounted to R$1,156 million (R$1.089 million paid and R$67 million payable), and intangible assets were estimated at R$1,064 million. On December 31, 2014, with the completion of the study of Purchase Price Allocation (PPA), the intangible assets amounted to R$1,039 million. | |||||||||||||||||||
In accordance with IFRS 3 – Business Combination, it reflects the purchase accounting adjustments determined at the acquisition date, based on the book collection on July 31, 2014, corresponding to a gain in fixed assets in the amount of R$49 million.The balance on December 31, 2014 is R$74 million. | |||||||||||||||||||
The initial accounting of the PPA was made, as summarized below: | |||||||||||||||||||
Summary of allocated values | |||||||||||||||||||
Stockholders’ Equity on July 31, 2014 | 43 | ||||||||||||||||||
Added value of assets(1) | 74 | ||||||||||||||||||
Adjusted accounting value | 117 | ||||||||||||||||||
Purchase Price | 1,156 | ||||||||||||||||||
Goodwill | 1,039 | ||||||||||||||||||
(1) Recorded under the caption Tangible Assets. | |||||||||||||||||||
At the EGM held on August 31, 2014 was approved the merger of SGS by Getnet under "Private Instrument of Protocol and Justification of Merger of the Getnet S.A. - (Protocol)" of August 29, 2014 (Merger). | |||||||||||||||||||
The implementation of the Merger represents an important step in the simplification, consolidation and integration of capture and processing of operations activities of electronic payments Group Santander in Brazil, allowing for the consolidation for all commercial, financial and accounting purposes. | |||||||||||||||||||
By the Protocol, Getnet S.A. received the book value of all assets, rights and obligations of Getnet totaling R$43 million which was extinguished and succeeded by Getnet S.A. in all their rights and obligations. In view that all the shares issued by Getnet are the property of Getnet SA, there was no increase in the share capital of Getnet SA following the approval of the Merger, so the net assets of Getnet were registered in Getnet SA in return of the investment account. | |||||||||||||||||||
As part of the transaction, Banco Santander has granted to the minority shareholders of Getnet SA a put option over shares of Getnet SA held by them equivalent to 11.5% of the total capital of the company. As set out in IAS 32, was recognized for the commitment made, as counterpart to a specific account in stockholders' equity in the amount of R$950 million. | |||||||||||||||||||
On August 31, 2014, the SGS shareholders also approved the change of the name of SGS to Getnet S.A. | |||||||||||||||||||
e) Investment Agreement between Banco Santander and Banco Bonsucesso S.A. (Banco Bonsucesso) | |||||||||||||||||||
On July 30, 2014 Banco Santander, through its controlled company Aymore CFI, and Banco Bonsucesso entered into an Investment Agreement whereby agreed to form an association in payroll credit card loan segment and payroll loans (Banco Bonsucesso Consignado). | |||||||||||||||||||
On February 10, 2015, with the approval of the BACEN, the transaction was completed and Banco Santander, through Aymoré CFI, became the controlling shareholder of Banco Bonsucesso Consignado, with 60% of the total and voting capital through an investment of R$460 million. Banco Bonsucesso remained with the remaining portion of the share capital (40%). | |||||||||||||||||||
The allocation of the purchase price (Purchase Price Allocation - PPA) shown below was made based on estimates and may be updated within the measurement period (12 months after the completion of the transaction). | |||||||||||||||||||
Summary of established values: | |||||||||||||||||||
Capital increase by Aymoré CFI | 460 | ||||||||||||||||||
(+) Non-controlling Interest (1) | 240 | ||||||||||||||||||
(-) Net assets at fair value(2) | (600) | ||||||||||||||||||
Goodwill | 100 | ||||||||||||||||||
(1) Non-controlling interests were initially measured at R$240 million (proportional value of the identifiable net assets of the investee recognized). | |||||||||||||||||||
(2) Includes capital contribution of R$460 million made by Aymoré CFI. |
54
Summarized Balance Sheet at January 31,2015 |
| ||||||||||||||||||
| Available-for-Sale Financial Assets |
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| 121 | ||||
| Loans and Receivables |
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| 508 | ||||
| Others Assets |
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| 374 | ||||
| Total assets |
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| 1,003 | ||||
| Financial liabilities at amortized cost |
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| 466 | ||||
| Others liabilities |
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| 397 | ||||
| Stockholders Equity |
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| 140 | ||||
| Total liabilities |
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| 1,003 | ||||
Banco Bonsucesso Consignado has become the exclusive vehicle of Banco Bonsucesso and its affiliates for the payroll credit supply in Brazil and should consolidate existing payroll loans at Banco Santander and Banco Bonsucesso, in accordance with the association. Banco Santander will continue to originate from payroll loans through their own channels independently. | |||||||||||||||||||
In the operation context, it was granted between institutions a put option (right of Banco Bonsucesso to sell) and purchase (right of Banco Santander acquisition), relating to the shares held by Banco Bonsucesso, equivalent to 40% of capital of this company. According IAS 32, it was recognized a financial liability for the amount of R$307 million by the commitment made in relation to the put option, accounted in Shareholders' Equity in the amount of R$67 million, and Non-Controlling Interests in the amount of R$240 million. | |||||||||||||||||||
f) Acquisition by iZettle do Brasil Meios de Pagamento S.A. (iZettle do Brasil) | |||||||||||||||||||
On July 18, 2014, Banco Santander acquired 50% of the total corporate capital of iZettle Brasil, through a capital contribution to the company in the amount of R$17 million. | |||||||||||||||||||
On July 31, 2014, Banco Santander contributed the entirety of its stake in iZettle Brasil to the capital of Getnet Adquirencia e Serviços para Meios de Pagamento S.A. | |||||||||||||||||||
The iZettle Brasil operates in the payment market, with the development and distribution of products and payment solutions. This partnership was made in the context of a global agreement in December 2012 between Banco Santander, S.A (Spain) and iZettle Sweden in order to create a joint and coordinated effort in markets where the Santander Group operates, among them: Spain, Brazil, the UK and Mexico. | |||||||||||||||||||
g) New Shareholders' Agreement of TecBan | |||||||||||||||||||
In July 17, 2014, the country’s leading retail banks, including Banco Santander through one of its subsidiaries, had executed a new Shareholders’ Agreement of TecBan (“New Shareholders’ Agreement”). The New Shareholders’ Agreement establishes that, within approximately four years ahead its effective date, the Shareholders shall have replaced part of their own external-access Automated Teller Machines (“ATMs”) with Rede Banco24Horas ATMs, which are and will continue to be managed by TecBan. Thus increasing efficiency and providing more capillarity of services to the customer base. It is also expect a reduction in the costs and expenses related to the maintenance of ATMs. | |||||||||||||||||||
In November 2014, Santander Serviços sold 1.16% of the investment in this company. | |||||||||||||||||||
h) Others Corporate Movements | |||||||||||||||||||
We also performed the following corporate actions: | |||||||||||||||||||
• On April 30th, 2015, it was formalized the merger and consequent extinction of the company Go Pay by Getnet. | |||||||||||||||||||
• On April 30, 2015 it was formalized the merger and the consequent extinction of the companies KM Locanet Ltda. and Ideia Produções e Design Ltda. by Webmotors S.A. | |||||||||||||||||||
• On March 23, 2015, Santander Participações S.A. sold all of its interest in the Special Purpose Companies Gestamp Eólica Serra de Santana S.A., Gestamp Eólica Paraíso S.A., Gestamp Eólica Lanchinha S.A., Gestamp Eólica Seridó S.A. e Gestamp Eólica Lagoa Nova S.A. to ICG do Brazil S.A., a company indirectly controlled by Santander Spain, in the total amount of R$ 120 million. | |||||||||||||||||||
• On March 23, 2015, Santander Participações S.A. sold its entire stake in Santos Energy Participações S.A. to Inversiones Global Capital, S.A., a company indirectly controlled by Santander Spain, in the total amount of R$ 127 million. | |||||||||||||||||||
• On December 10, 2014 the acquisition by Webmotors S.A., of quotas representing 100% of the capital stock of Virtual Motors Páginas Eletrônicas Ltda. – ME was concluded. | |||||||||||||||||||
• Acquisition on 7 March 2014, by Webmotors S.A., of 100% of the capital stock of KM Locanet Ltda – ME (“Compreauto”). | |||||||||||||||||||
• On February 28, 2014, Santander has exercised a call option right to acquire 97,669 common shares of BW Guirapá I S.A., reaching the total of 252,311 shares. | |||||||||||||||||||
• Disposal on November 22, 2013 of all shares of MS Participações Societárias S.A. amounting R$47.2 millions by Banco Santander, for Capital Riesgo Global, S.C.R. de Regimén Simplificado, S.A., followed by disposal on December 28, 2013 by Capital Riesgo Global, S.C.R. de Regimén Simplificado, S.A., of investment for Elincasiol, S.L. | |||||||||||||||||||
4) Strategy | |||||||||||||||||||
Banco Santander is a universal bank focused on retail activities. Certainly, the only path to grow on a recurring and sustainable basis is providing excellence services to increase satisfaction levels and getting more linked clients. Thus, the priority is working as a simple, personal and fair bank. Our strategy is defined according to a long-term scenario and is mainly focused on an efficient execution of the following priorities: | |||||||||||||||||||
• Increase clients’ preference and linkage with segmented, simple, modern and efficient products and services that, through a multi-channel platform, seek to maximize our customer satisfaction. | |||||||||||||||||||
• Improve recurrence and sustainability growing in business with greater revenue diversification, considering balanced credit, funding and services and, at the same time, maintaining an efficient management of expenses and a strict control of risks. |
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• Capital discipline and liquidity to maintain the soundness of the balance sheet, to face regulatory changes and to take advantages of growth opportunities. | |||||||||||||||||||
• Increase productivity through an intense agenda of productive transformation allowing us to offer a complete services portfolio. | |||||||||||||||||||
The strategy prioritizes selective growth, close and long-lasting relations with our shareholders, and alignment with the country’s social and economic development agenda. The latter is achieved based on a sustainable credit expansion model, strong support for private sector and education. | |||||||||||||||||||
The Bank is currently undergoing a commercial transformation agenda focused on client satisfaction, which includes modernizing, simplifying and improving the supply of products, services and processes. This agenda is based on multiple offers of services channels together with a segmented offering. | |||||||||||||||||||
In 3rd Quarter 2015, we highlight the following advances: | |||||||||||||||||||
• Re-launch of the Van Gogh segment aligning it to a profile people more connected. The bank delivers a competitive offering to its customers with products, services and benefits as well as increased financial guidance. | |||||||||||||||||||
• Campaign to digitize our customers, "Vale a Pena Ser Digital". On this campaign we have managed to increase the registration and use of digital channels: "Minha Conta" (Mobile) and Internet Banking. | |||||||||||||||||||
• The Bank continues advancing in the transformation process started previously, as improvements in tools and commercial incentives, opening processes accounts more quickly, seeking greater simplicity and accessibility in digital channels, strengthening Acquiring activity, push the payroll business, consolidation of financial and non-financial offers to "Santander Negócios e Empresas", among others. | |||||||||||||||||||
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. The table below presents the ratings assigned by the main rating agencies. |
6) Corporate Governance | |||||||||||||||||||
On July 28,2015, the Board of Directors: (a) Acknowledged the activities conducted by the Audit Committee of the economic-financial conglomerate Banco Santander in Brazil, as well as their interactions with the Bank internal areas and the internal and the independent auditors of the Bank and its main points of the attention resulting from meetings and contained in the Report of the Audit Committee for the Bank’s Financial Statements related to the half of the fiscal year ended on June 30, 2015; and (b) Acknowledged the leaving of Mr. Ignacio Dominguez-Adame Bozzano, Vice-President Executive Officer of the Bank. | |||||||||||||||||||
On July 29,2015, the Board of Directors: (a) Approved the Bank´s Financial Statements, related to the half of the fiscal year ended on June 30, 2015, by standard BRGAAP and by standard IFRS (International Financial Reporting Standards), as well as the documents that composes it, which means, the independent auditor´s opinion, and the Report of the Audit Committee; and (b) Approved the Tax Credit Realization Technical Study, related to the half of the fiscal year ended on June 30, 2015. | |||||||||||||||||||
On August 26, 2015, the Board of Directors: (a) Approved the consolidated Financial Statements of the Prudential Group, regarding June 30th, 2015, to comply with Resolution CMN No. 4.280 of October 31st, 2013, as well as Directive Release BACEN No. 3.701 of March 13th, 2014 and Directive Release BACEN No. 3.561 of April 25th, 2014, as well as goodwill amortization; b) Acknowledged of the financial results of July, 2015, as well as the results of the second quarter compared to the competition; c) Approved the Ombudsman Department Report regarding the first semester of 2015 and corrective measures due to the complaints received, for purposes of complying with the provision set forth in Article 2, items V and VI of Resolution CMN No. 3.849 of March 25th, 2010; and d) Approved the amendments to the Audit Committee Bylaws. | |||||||||||||||||||
On August 31, 2015, the Board of Directors: (a) Acknowledged the exoneration in this date of Mr. Fernando Díaz Roldán from the post of Executive Officer; (b) Approved the main terms and conditions of the transfer and strategic alliance transaction related to the qualified custody and controlling operations (“Qualified Custody and Controlling Transaction” or “Transaction”) by means of: (i) the sale by Santander of the totality of the shares issued by Santander Securities Services Brasil Distribuidora de Títulos e Valores Mobiliários S.A. (“SSS DTVM”); (ii) the transfer to SSS DTVM of assets, liabilities and agreements of Santander related to the qualified custody and controlling business so far developed by Banco Santander; and (iii) entering into one or more commercial agreements with SSS DTVM and other related documents; and (c) Approved other matters related to item (a). | |||||||||||||||||||
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On September 9, 2015, the Board of Directors: (a) Approved the declaration and payment, ad referendum of the Ordinary Shareholders’ Meeting to be held up to April 30th, 2016, pursuant to Article 37, III and first paragraph of the Bank’s Bylaws, of the Company’s Interim Dividends, based on the balance sheet of June, 2015, in the amount of R$ 3,050 million; (b) Approved the substitution of the depositary institution of the Bank’s American Depositary Receipts (“ADRs”), giving continuity to the resolution taken on July 3, 2015 by the Board of Directors; and (c) Approved the Board of Executive Officers’ authorization to take all measures and to practice any and all necessary acts in order to formalize the resolution taken in item “(b)” above. | |||||||||||||||||||
On September, 9th, 2015, the Bank announced that, in the regular course of its business and pursuant to its management succession plan, as of January 1, 2016, Mr. Sergio Rial will step down as Chairman of the Board of Directors to assume the position of Chief Executive Officer of Santander, replacing Mr. Jesús Zabalza, who will, from the same date onwards, in his quality of Vice Chairman of the Board, be in the front of the Board. | |||||||||||||||||||
7) Risk Management | |||||||||||||||||||
7.1) Corporate Governance of the Risk Function | |||||||||||||||||||
The structure of the Banco Santander Risk Committee is defined in accordance with the standards of prudent management and customer focus, while respecting local legal and regulatory environment. Its main responsibilities are: | |||||||||||||||||||
• To integrate and adapt the Bank's risk culture to the local environment, as well as risk management strategy, level of risk tolerance and the risk appetite, approved by Executive Comittee and Board of Directors | |||||||||||||||||||
• To evaluate and approve credit and market proposals and credit limits of clients and portfolios; | |||||||||||||||||||
• To authorize the use of local management tools and risk models and being informed about the result of its internal validation. | |||||||||||||||||||
• Keep informed, assess and monitor the observations and recommendations that may be made by the supervisory authorities in the fulfillment of their duties. | |||||||||||||||||||
The organizational structure of the Executive Vice President of Credit and Market Risk, which is independent from commercial areas, is composed of a nucleon responsible for the management of credit risk (targeted by areas acting under the portfolio management point of view), market risk and operational risk. | |||||||||||||||||||
A specific department has the mission to consolidate the portfolios and respective risks, supporting senior management with an integrated information. In addition, it is also responsible for attending the regulators, internal and external auditors, as well as the Santander Group headquarter in Spain. | |||||||||||||||||||
Further details of the structure, methodologies and control system related to risk management is described in the report available on the website www.santander.com.br. | |||||||||||||||||||
7.2) Structure of Capital Management | |||||||||||||||||||
The goal is to achieve an efficient capital structure, meeting the regulatory requirements and contributing to reach the goals regarding the classification of rating branches. | |||||||||||||||||||
The capital management including securitization, sale of assets, raising capital through shares issues, subordinated debt and hybrid instruments. Risk management seeks to optimize value creation in the Banco Santander and the different business units. To this end, capital management, Return on Risk Adjusted Capital (RORAC) and the creation of data values for each business unit are generated. The Banco Santander uses a measurement model of economic capital in order to ensure it has enough capital available to support the risks of economic activity in different scenarios, with solvency levels agreed by the Group. | |||||||||||||||||||
Projections of economic and regulatory capital are made based on financial projections (Balance Sheet, Income Statements, etc.) and macroeconomic scenarios estimated by the economic research service of the Financial Management area. The economic capital models are essentially designed to generate risk-sensitive estimates with two goals in mind: more precision in risk management and allocation of economic capital to various units of Banco Santander. | |||||||||||||||||||
7.3) Credit Risk | |||||||||||||||||||
The Credit Risk Management aims to supply subsidies to the definition of strategies, according to the risk appetite, in addition to setting limits, spanning the analysis of exposure and trends as well as the effectiveness of credit policy. The objective is to keep a risk profile and an appropriate minimum profitability that compensates the estimated default, both the client and the portfolio as defined the Executive Committee and Management Board. Additionally, it is responsible for the control and monitoring systems used in the management of credit risks and market These systems and processes are applied in the identification, measurement, control and reduction of exposure to credit risk in individual operations or those grouped together by similarity. | |||||||||||||||||||
Risk Management specializes in the characteristics of the customers, as well as the process of risk management is segregated between individual customers (with monitoring of dedicated analysts) and customers with similar characteristics (standardized). | |||||||||||||||||||
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, of liquidity gaps, 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. | |||||||||||||||||||
Banco Santander Brasil operates in accordance with the global policies aligned with the objectives in Brazil in accordance with the risk appetite of the Bank. For this purpose, it has developed its own model of Risk Management, as follows: | |||||||||||||||||||
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• Functional independence; | |||||||||||||||||||
• Executive capacity sustained by knowledge and customer proximity; | |||||||||||||||||||
• Global scope (different types of risk); | |||||||||||||||||||
• Collective decisions that evaluate all possible scenarios and not compromise the results of individual decisions, including Brazil Executive Risk Committee, 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; | |||||||||||||||||||
• Management and optimization of the risk / return; and | |||||||||||||||||||
• Advanced methodologies for risk management, such as Value at Risk (VaR) (historical simulation of 521 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 Credit Risk and Market, which implements the policies of risk, taking into account local and global corporate settings. | |||||||||||||||||||
7.5) Environmental and Social Risk | |||||||||||||||||||
Social and environmental risk management for the wholesale banking customers is accomplished through a management system for customers who have credit limits or credit risk above R$1 million, which considers aspects such as contaminated land, deforestation, working conditions and other social and environmental points of attention in which there is possibility of penalties. A specialized team, with background in Biology, Geology, Health and Safety Engineering and Chemical Engineering, monitors the environmental practices of our wholesale clients. The financial analysis team studies the potential damage and impacts that adverse social and environmental situations may cause to the financial condition of customers and their guarantees. The analysis focuses on preserving capital and market reputation, and the dissemination of this practice is achieved by constant training of both commercial and risk areas on the application of social and environmental risk standards in the credit approval process for corporate client. | |||||||||||||||||||
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 Bacen. | |||||||||||||||||||
The social and environmental risk in suppliers is managed throughout the procurement process based on the 10 principles of the United Nations' Global Compact, which considers items such as human rights, working conditions, corruption prevention, social and environmental issues. In order to participate in a bid, a company must state that respects these principles. During approval, a technical evaluation is carried out, involving social and environmental criteria. Additionally, the suppliers classified as high impact undergo further evaluation on the operational, administrative, financial, tax, legal, governance, social and environmental aspects. This phase includes a visit to check the proofs and replies obtained during the evaluation. | |||||||||||||||||||
7.6) Operational Risk Management, Internal Controls, Sarbanes-Oxley Act and Internal Audit | |||||||||||||||||||
The local corporative area, Non-Financial Risks, is responsible for implementing the Operational Risks and Internal Controls management of Santander Bank (Brazil) S.A. It is subordinated to Executive Vice-President of Risks and count with people, structure, standards, methodologies and tools for ensuring adequacy of the management and control model. | |||||||||||||||||||
Acts in preventing the operational risk and supports for the continued strengthening of the internal control system, attending the requirements of regulatory agencies, New Basel Agreement – BIS II and Sarbanes Oxley requirements and resolutions of the National Monetary Council. This model also follows the guidelines established by the Santander Spain based on COSO-Committee of Sponsoring Organizations of the Treadway Commission-Internal Control – Integrated Framework 2013. | |||||||||||||||||||
The management plays an active part, aligned with the mission of the areas, recognizing, participating and sharing responsibility for: the continuous improvements of the operational and technological risk management culture and structure; improvements in the internal control environment, in order to ensure compliance with the established objectives and goals and also the security and quality of the products and services provided. | |||||||||||||||||||
Banco Santander’s Board of Directors opted to adopt the Alternative Standardized Approach (ASA) to calculate the installment of Required Notional Equity related to operational risk. | |||||||||||||||||||
The 2014 review of the effectiveness of internal controls in the Banco Santander companies, in accordance with section 404 of the Sarbanes-Oxley Act, was concluded on March 30, 2015 and found no evidence of any of significant deficiences or material weaknesses. | |||||||||||||||||||
Additional information on the management models can be found in the annual and social reports at www.santander.com.br/ri. | |||||||||||||||||||
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 Audit Committee and the Board of Directors were informed on the result of the work of Internal Audit’s works during the year ended in 2015, according to its annual plan. | |||||||||||||||||||
The Audit Committee approved the internal audit work plan and activity report for 2015. In order to perform its duties and reduce coverage risks inherent to Conglomerate'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, at least annually, the work programs are reviewed. These documents describe the audit tests to be performed, so that the requirements are enforced. | |||||||||||||||||||
Throughout the six months of 2015, internal control procedures and controls on information systems pertaining to units under analysis were assessed according to the work plan for 2015, taking into account their design and operating effectiveness. |
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8) People | |||||||||||||||||||
When we talk about the growth and development of Banco Santander, a force stands out: our People. Having a motivated and dedicated employees is a decisive factor in making the Bank the best bank for customers and the best company for professionals. | |||||||||||||||||||
Professionals are the strongest link between the Bank and customers and so, day after day, Banco Santander enhances their management practices because it recognizes that only with engaged professional, motivated, well trained stay of and with full professional development, the Bank will manage to get more and better customers, satisfied , proud to do business with us and the Santander brand. | |||||||||||||||||||
The Bank has a talented and committed team, with more than 50 thousand employees in Brazil. The Bank seeks professionals who likes challenge and want to go further and further away. Through the various differences to work in the Organization, offer support and the necessary conditions for each to do their work better. | |||||||||||||||||||
• An environment that encourages everyone to do the best for the client:Banco Santander encourages a dynamic, challenging and stimulating environment, always focused on meeting customer needs. | |||||||||||||||||||
• An environment that values new ideas: the Bank's culture reinforces the value of new ideas, is therefore interested to hear the contributions of professionals and stimulates the creative and innovative thinking to together under the best and most efficient solutions; | |||||||||||||||||||
• An environment where everybody make a difference:the Bank recognizes the contributions and individual differences, but, above all, values teamwork, because sure that the joint action contributes to customer satisfaction and the achievement of best results; | |||||||||||||||||||
• A opportunities and development environment: the Bank recognizes the potential of professionals, so it offers opportunities, invest in the development and offer it the necessary support for the professional and personal growth of People. | |||||||||||||||||||
9) Sustainable Development | |||||||||||||||||||
The sustainability strategy of Banco Santander is based on three main pillars aligned to our business strategy and to Brazil’s development agenda: (i) Social and Financial Inclusion; (ii) Education; (iii) Socio-Environmental Business. Among the third quarter highlights are I) the “Escola Brasil” Volunteer Program acting in Public Schools increased by 335 the number of volunteer actions from all over Brazil, from these, 62 actions focused on financial education; II) Since 2003, Santander Financiamentos, throught the CDC Energy Efficient Equipments, finances photovoltaic systems with a portfolio of R$ 4.6 million, in 2015, 34 partnerships were signed with suppliers; III) Participation in 4rd Edition of Enersolar, Latin America's largest event of Renewable Energies, with the presence of the leading global players in the industry, Santander Financiamentos, was the only Bank participating and presented financing models; IV) In the “Agro Sustentável” program, Santander increased by 95% the loan portfolio in relation to the previous year, 380 customers and 30 employers were trained in relation to CAR (Environmental Rural Register) and 168 customers agreed to participate in the agreement with Coopercitrus (Cooperative); IV) Santander Features between the main financial institutions in the Dimension “Vision of Future”, of the Anuário Época Negócios 360°. | |||||||||||||||||||
10) Other Information | |||||||||||||||||||
It is part of Banco Santander´s policy to restrict the services provided by the independent auditors, so as to preserve the auditor’s independence and objectivity, in accordance with Brazilian and international standards, which provides the necessity of approval of any services by the Audit Committee of the Bank. | |||||||||||||||||||
In compliance with CVM Instruction 381/2003, we hereby inform that in the period ended in March 2015, there have not been any contract for non-audit services from Deloitte Touche Tohmatsu Auditores, which cumulatively represent more than 5% of the related overall audit fee consideration. The non-audit services provided in the period ended September 30, 2015 was: | |||||||||||||||||||
Date of agreement |
| Description of services | |||||||||||||||||
05.29.2015 |
| Assurance of the selection of eligible customers and their distribution coupons for participation of the raffle " Vale a Pena ser Digital " | |||||||||||||||||
03.23.2015 | Assurance on the selection of eligible customers and their distribution coupons as recommended in the regulation of promotion “Santander Copa América”. | ||||||||||||||||||
03.17.2015 | Review of standards of the Salary Variation Compensation Fund (FCVS) | ||||||||||||||||||
02.13.2015 | Review of tax procedures | ||||||||||||||||||
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In addition, the Bank confirms that Deloitte has procedures, policies and controls to ensure its independence, including the review of work performed, including any services other than external audit. This evaluation is based on the applicable regulations and accepted principles that preserve the independence of the auditor: (i) the auditor should not audit their own work; (ii) the auditor should not perform management functions; and (iii) the auditor should not promote the interests of his client. Acceptance and professional services not related to external audit for the period ended September 30, 2015 did not affect the independence and objectivity in the conduct of external audit examinations of the Banco Santander and other Group entities, since the principles above were observed. | |||||||||||||||||||
The Board of Directors | |||||||||||||||||||
(Approved at the Meeting of the Board of October 27, 2015). | |||||||||||||||||||
*** |
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BANCO SANTANDER (BRASIL) S.A. |
Executive’s Report of Financial Statements |
For purposes of compliance with Article 25, § 1, VI, CVM Instruction 480, of December 7, 2009, the Executives' of Banco Santander (Brasil) S.A. (Banco Santander) (Company) state that they have discussed, reviewed and agreed with the Banco Santander's Financial Statements for the period ended September 30, 2015, 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 opinion of the Independent Auditors and the Audit Committee of the Company. |
Banco Santander Executives on September 30, 2015: |
CEO |
Jesús Maria Zabalza Lotina |
Vice-President Senior Executive Officer |
Conrado Engel |
José de Paiva Ferreira |
Vice-President Executive Officer and Investor Relations |
Angel Santodomingo Martell |
Vice-President Executive Officer |
Antonio Pardo de Santayana Montes |
Carlos Rey de Vicente |
Jean Pierre Dupui |
João Guilherme de Andrade So Consiglio |
Juan Sebastian Moreno Blanco |
Manoel Marcos Madureira |
Oscar Rodriguez Herrero |
Vanessa de Souza Lobato Barbosa |
Executive Officer |
Jose Alberto Zamorano Hernandez |
José Roberto Machado Filho |
Maria Eugênia Andrade Lopez Santos |
Officer Without Designation |
Amancio Acúrcio Gouveia |
Ana Paula Nader Alfaya |
Cassio Schmitt |
Cassius Schymura |
Ede Ilson Viani |
Flávio Tavares Valadão |
Gilberto Duarte de Abreu Filho |
Jamil Habibe Hannouche |
Javier Rodriguez De Colmenares Y Alvarez |
Luiz Felipe Taunay Ferreira |
Mara Regina Lima Alves Garcia |
Marcelo Zerbinatti |
Marcio Aurelio de Nobrega |
Mário Adolfo Libert Westphalen |
Mauro Cavalcanti de Albuquerque |
Mauro Siequeroli |
Nilton Sergio Silveira Carvalho |
Ramón Sanchez Díez |
Reginaldo Antonio Ribeiro |
Roberto de Oliveira Campos Neto |
Ronaldo Yassuyuki Morimoto |
Sergio Antonio Borrielo |
Sérgio Gonçalves |
Thomas Gregor Ilg |
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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 conclusions expressed in the Banco Santander's Independent Auditors' Report for the period ended September 30, 2015, 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 opinion of the Independent Auditors and the Audit Committee of the Company. |
Banco Santander Executives on September 30, 2015: |
CEO |
Jesús Maria Zabalza Lotina |
Vice-President Senior Executive Officer |
Conrado Engel |
José de Paiva Ferreira |
Vice-President Executive Officer and Investor Relations |
Angel Santodomingo Martell |
Vice-President Executive Officer |
Antonio Pardo de Santayana Montes |
Carlos Rey de Vicente |
Jean Pierre Dupui |
João Guilherme de Andrade So Consiglio |
Juan Sebastian Moreno Blanco |
Manoel Marcos Madureira |
Oscar Rodriguez Herrero |
Vanessa de Souza Lobato Barbosa |
Executive Officer |
Jose Alberto Zamorano Hernandez |
José Roberto Machado Filho |
Maria Eugênia Andrade Lopez Santos |
Officer Without Designation |
Amancio Acúrcio Gouveia |
Ana Paula Nader Alfaya |
Cassio Schmitt |
Cassius Schymura |
Ede Ilson Viani |
Flávio Tavares Valadão |
Gilberto Duarte de Abreu Filho |
Jamil Habibe Hannouche |
Javier Rodriguez De Colmenares Y Alvarez |
Luiz Felipe Taunay Ferreira |
Mara Regina Lima Alves Garcia |
Marcelo Zerbinatti |
Marcio Aurelio de Nobrega |
Mário Adolfo Libert Westphalen |
Mauro Cavalcanti de Albuquerque |
Mauro Siequeroli |
Nilton Sergio Silveira Carvalho |
Ramón Sanchez Díez |
Reginaldo Antonio Ribeiro |
Roberto de Oliveira Campos Neto |
Ronaldo Yassuyuki Morimoto |
Sergio Antonio Borrielo |
Sérgio Gonçalves |
Thomas Gregor Ilg |
61
Banco Santander (Brasil) S.A. | ||
By: | /S/ Amancio Acurcio Gouveia | |
Amancio Acurcio Gouveia Officer Without Specific Designation | ||
By: | /S/ Carlos Rey de Vicente | |
Carlos Rey de Vicente Vice - President Executive Officer |