UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2025
Commission File Number: 001-34476
BANCO SANTANDER (BRASIL) S.A.
(Exact name of registrant as specified in its charter)
Avenida Presidente Juscelino Kubitschek, 2041 and 2235
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ___X___ Form 40-F _______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes _______ No ___X____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes _______ No ___X____
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes _______ No ___X____
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
 | Consolidated Financial Statements | December 31, 2024 | F - 1 |
| BANCO SANTANDER (BRASIL) S.A. | |||||
| CONSOLIDATED FINANCIAL STATEMENTS | |||||
| INDEX | |||||
| | Consolidated Financial Statements | December 31, 2024 | F - 2 |
(A free translation of the original in Portuguese)
Independent auditor's report
To the Board of Directors and Stockholders
Banco Santander (Brasil) S.A.
| Opinion |
We have audited the accompanying consolidated financial statements of Banco Santander (Brasil) S.A. ("Bank") and its subsidiaries, which comprise the consolidated balance sheet as at December 31, 2024 and the consolidated statements of income, comprehensive income, changes in stockholders' equity and cash flows for the year then ended, and notes to the financial statements, including material accounting policies and other explanatory information.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Bank and its subsidiaries as at December 31, 2024, and their financial performance and their cash flows for the year then ended, in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) (currently described as “IFRS Accounting Standards” by the IFRS Foundation).
| Basis for opinion |
We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Bank and its subsidiaries in accordance with the ethical requirements established in the Code of Professional Ethics and Professional Standards issued by the Brazilian Federal Accounting Council, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
| Key Audit Matters |
Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. |  |
PricewaterhouseCoopers Auditores Independentes Ltda., Avenida Brigadeiro Faria Lima, 3732, Edifício B32, 16o,
São Paulo, SP, Brasil, 04538-132
T: +55 (11) 4004-8000, www.pwc.com.br
| | Consolidated Financial Statements | December 31, 2024 | F - 3 |
(A free translation of the original in Portuguese)
| Why it is a Key Audit Matter | How the matter was addressed in the audit |
| Estimate impairment of credit operations (Notes 1(c.3.1(ii)), 2(h), 9 and 46(b)) | |
The estimate impairment of credit operations, considering the requirements of IFRS 9 - Financial Instruments, involves a high level of judgment made by Management. The determination of the estimate impairment of credit operations considers, among other elements, the existence of one or more events that negatively impact the future cash flows and, consequently, the recoverable amount of significant credits, both individually and collectively for assets that are not significant, as well as the deterioration of credit risk and the classification of credits in the stages prescribed by IFRS 9.
This process involves the use of several assumptions and internal and external factors, including credit quality, portfolio size, concentration and economic factors.
Therefore, this remains an area of focus in our audit. | We updated our understanding and tested the relevant internal controls in the calculation and recognition of the expected credit losses, mainly including the following main processes: (i) models and assumptions adopted by Management to determine the recoverable value of the credits; (ii) measurement of the guarantees in the determination of the recoverable value; (iii) approval and accounting of the operations renegotiated; (iv) processing and accounting of the expected credit losses; (v) reconciliation of the accounting balances with the analytical position; (vi) preparation of the explanatory notes.
For the loss estimate calculated considering the individual evaluation, we assessed and tested, on a sample basis, the criteria used to determine the recoverable value based on the credit risk.
For the loss estimate calculated considering the collective assessment, we tested the process of approval and validation of models applied in the determination of the recoverable value of credit. With the support of our specialists, we tested, on a sampling basis, the aforementioned models, considering the parameters developed for the most significant portfolios, as well as the integrity of the database used for the calculations.
We also tested the classification of the credits as established in IFRS 9. The classification considers the debtor's credit risk level, and when applicable, the deterioration of this risk, as well as the financial difficulty of the debtor, delays in their contractual obligations, renegotiations, guarantees, cash flow projections, among other aspects.
We considered that the criteria and assumptions that Management adopted to determine and account estimate impairment of credit operations based on IFRS 9 are consistent with the information examined in our audit. |
| | Consolidated Financial Statements | December 31, 2024 | F - 4 |
(A free translation of the original in Portuguese)
| Why it is a Key Audit Matter | How the matter was addressed in the audit |
| Provisions for legal and administrative proceedings (Notes 1(c.3.1(iv)), 2(q) and 22) | |
The Bank and its subsidiaries are parties to legal and administrative tax, labor, and civil proceedings arising from the normal course of their activities.
In general, these proceedings are terminated after a long period and involve not only discussions on merits, but also complex procedural aspects, in accordance with applicable legislation.
The decision to recognize a liability and the measurement basis requires the exercise of judgment made by Management, which is periodically reassessed, including when preparing the consolidated financial statements, and considering new events. In these circumstances, this remains an area of focus in our audit. | We updated our understanding and tested the relevant internal controls over the identification and recording of provisions for legal and administrative proceedings, of tax, labor and civil nature, and the disclosures in accompanying notes, including, among others, the internal controls related to the calculation model used to account for the provisions for labor and civil judicial and administrative proceedings that are carried out under the historical average loss criteria for actions that are considered as common and similar in nature.
We tested the application of the mathematical models of historical average loss calculation, when applicable, related to labor and civil judicial and administrative proceedings. We also tested the ongoing proceedings at the base date of the consolidated financial statements.
We carried out confirmation procedures with the law firms that sponsor the judicial and administrative proceedings to confirm the existence of the proceedings and their information. Additionally, we assessed the reasonableness of the prognosis of the proceedings assigned by Management.
We consider that the criteria and assumptions that Management adopted to determine and record the provisions for legal and administrative proceedings are consistent with the information examined in our audit. |
| | Consolidated Financial Statements | December 31, 2024 | F - 5 |
(A free translation of the original in Portuguese)
| Why it is a Key Audit Matter | How the matter was addressed in the audit |
| Information Technology environment (Note 46(d)) | |
The Bank and its subsidiaries have a business environment that is highly dependent on technology, requiring a complex infrastructure to support the high volume of transactions processed in its several systems on a daily basis.
The risks inherent to Information Technology, associated with possible deficiencies in processes and controls that support the processing of the technology systems, considering the legacy systems and existing technology environments, could result in the incorrect processing of critical information, including those used in the preparation of the consolidated financial statements.
For this reason, this remains an area of focus in our audit. | With the assistance of our system specialists, we updated our evaluation of the design and tested the operating effectiveness of the controls related to the management of the Information Technology environment, including the compensating controls established, when applicable.
The procedures carried out involved the combination of the control tests, and, when applicable, the testing of compensating controls, as well as the testing of the key processes related to information security, development and maintenance of systems, and operation of computers related to the infrastructure that supports the Bank and its subsidiaries' business.
As a result of this work, we considered that the technology environment processes and controls provided a reasonable basis to determine the nature, timing and extent of our audit procedures in relation to the consolidated financial statements. |
| Other matters |
Reconciliation of stockholders'
equity and net income
The reconciliation of stockholders' equity as of December 31, 2024 and net income attributed to the Bank for the year then ended, between accounting practices adopted in Brazil applicable to institutions authorized to operate by the Brazilian Central Bank (Bacen Gaap) and IFRS presented in Appendix I, as of December 31, 2024, prepared under the responsibility of the Bank's management and presented as supplementary information for IFRS Accounting Standards purposes, was submitted to audit procedures performed in conjunction with the audit of the Bank's consolidated financial statements. For the purpose of forming our opinion, we evaluated whether this Appendix I is reconciled with the financial statements and accounting records, as applicable, as well as performed procedures to test the completeness and accuracy of the information presented in the supplemental information. In our opinion, the reconciliation of stockholders' equity and net income has been properly prepared in all material respects, and is consistent with the consolidated financial statements taken as a whole.
| | Consolidated Financial Statements | December 31, 2024 | F - 6 |
(A free translation of the original in Portuguese)
Statements of Value Added
The consolidated Statement of Value Added for the year ended December 31, 2024, prepared under the responsibility of the Bank's management and presented in Appendix II as supplementary information for IFRS Accounting Standards purposes, was submitted to audit procedures performed in conjunction with the audit of the Bank's consolidated financial statements. For the purposes of forming our opinion, we evaluated whether this Appendix II is reconciled with the financial statements and accounting records, as applicable, and if its form and content are in accordance with the criteria defined in Technical Pronouncement CPC 09 - "Statement of Value Added". In our opinion, this Statement of Value Added has been properly prepared in all material respects, in accordance with the criteria established in the Technical Pronouncement, and is consistent with the consolidated financial statements taken as a whole.
| Other information accompanying the consolidated financial statements and the auditor's report |
The Bank's management is responsible for the other information that comprises the Management Report.
Our opinion on the consolidated financial statements does not cover the Management Report, and we do not express any form of audit conclusion thereon.
In connection with the audit of the consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement in the Management Report, we are required to report that fact. We have nothing to report in this regard.
| Responsibilities of management and those charged with governance for the consolidated financial statements |
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) (currently described as “IFRS Accounting Standards” by the IFRS Foundation), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, Management is responsible for assessing the ability of the Bank and its subsidiaries, as a whole, to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Bank and its subsidiaries, as a whole, or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Bank’s financial reporting process.
| Auditor's responsibilities for the audit of the consolidated financial statements |
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
| | Consolidated Financial Statements | December 31, 2024 | F - 7 |
(A free translation of the original in Portuguese)
| • | Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
| • | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Bank and its subsidiaries. |
| • | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. |
| • | Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Bank and its subsidiaries, as a whole, to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Bank and its subsidiaries, as a whole, to cease to continue as a going concern. |
| • | Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether these financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
| • | Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats to our independence or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the Key Audit Matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
São Paulo, February 28, 2025
| | Consolidated Financial Statements | December 31, 2024 | F - 8 |
*Values expressed in thousands, except when indicated
Consolidated Balance Sheet
| Assets | Note | 2024 | 2023 |
| Cash | 4 | 37,084,254 | 23,122,550 |
| Financial Assets Measured at Fair Value Through Profit or Loss | 231,001,886 | 208,921,896 | |
| Debt instruments | 6 | 107,585,055 | 84,291,192 |
| Equity instruments | 7 | 2,968,823 | 3,422,154 |
| Derivatives | 8.a | 40,175,818 | 29,269,652 |
| Loans and advances to customers | 9 | 4,911,803 | 3,040,712 |
| Compulsory deposits with the Brazilian Central Bank | 75,360,387 | 88,898,186 | |
| Financial Assets Measured At Fair Value Through Other Comprehensive Income | 92,078,540 | 59,052,090 | |
| Debt instruments | 6 | 92,058,907 | 59,036,137 |
| Equity instruments | 7 | 19,633 | 15,953 |
| Financial Assets Measured At Amortized Cost | 768,324,784 | 723,710,121 | |
| Loans and other receivables from credit institutions | 5 | 30,177,627 | 25,716,845 |
| Loans and advances to customers | 9 | 561,178,111 | 514,936,423 |
| Debt instruments | 6 | 84,529,222 | 101,087,321 |
| Compulsory deposits with the Brazilian Central Bank | 92,439,824 | 81,969,532 | |
| Derivatives Used as Hedge Accounting | 8.a | 30,481 | 25,069 |
| Non-Current Assets Held For Sale | 10 | 1,042,273 | 914,072 |
| Investments in Associates and Joint Ventures | 11 | 3,640,176 | 1,609,780 |
| Tax Assets | 59,790,262 | 52,839,470 | |
| Current | 11,566,385 | 9,393,766 | |
| Deferred | 23.d | 48,223,877 | 43,445,704 |
| Other Assets | 15 | 6,955,457 | 5,996,651 |
| Permanent Assets | 12 | 6,021,900 | 7,085,564 |
| Intangible Assets | 32,826,797 | 32,375,513 | |
| Goodwill | 13 | 27,892,878 | 27,852,568 |
| Other intangible assets | 14 | 4,933,919 | 4,522,945 |
| Total Assets | 1,238,796,810 | 1,115,652,776 |
The notes are an integral part of these consolidated financial statements.
| | Consolidated Financial Statements | December 31, 2024 | F - 9 |
*Values expressed in thousands, except when indicated
| Liabilities and Shareholders’ Equity | Note | 2024 | 2023 |
| Financial Liabilities Measured At Fair Value Through Profit or Loss | 82,722,610 | 49,581,441 | |
| Derivatives | 8.a | 39,280,448 | 23,763,857 |
| Short positions | 8.b | 39,396,666 | 19,831,991 |
| Liabilities arising from securities | 18 | 4,045,496 | 5,985,593 |
| Financial Liabilities at Amortized Cost | 1,001,581,240 | 910,550,506 | |
| Credit institution deposits | 16 | 158,565,482 | 118,511,957 |
| Customer deposits | 17 | 605,068,163 | 583,220,576 |
| Liabilities arising from securities | 18 | 135,632,632 | 124,397,422 |
| Debt instruments eligible as capital | 19 | 23,137,784 | 19,626,967 |
| Other financial liabilities | 20 | 79,177,179 | 64,793,584 |
| Derivatives Used as Hedge Accounting | 8.a | 129,826 | 1,176,571 |
| Provisions | 10,976,930 | 11,473,781 | |
| Obligations for pension funds and similar liabilities | 22 | 1,364,437 | 2,543,504 |
| Provisions for judicial and administrative proceedings, commitments, and other provisions | 22 | 9,612,493 | 8,930,277 |
| Tax Liabilities | 10,175,193 | 8,999,893 | |
| Current | 4,485,753 | 5,300,461 | |
| Deferred | 23.d | 5,689,440 | 3,699,432 |
| Other Liabilities | 24 | 13,383,879 | 19,014,230 |
| Total Liabilities | 1,118,969,678 | 1,000,796,422 | |
| Shareholders’ Equity | 27 | 126,199,224 | 118,421,219 |
| Share capital | 27.a | 65,000,000 | 55,000,000 |
| Capital reserve | 630,011 | 607,677 | |
| Treasury shares | 27.d | (884,707) | (1,106,783) |
| Profit Reserve | 61,453,920 | 63,920,325 | |
| Other Comprehensive Income | (6,707,539) | (3,968,215) | |
| Shareholders’ Equity Attributable to the Parent | 119,491,685 | 114,453,004 | |
| Non - Controlling interests | 26 | 335,447 | 403,350 |
| Total Shareholders’ Equity | 119,827,132 | 114,856,354 | |
| Total Liabilities and Shareholders’ Equity | 1,238,796,810 | 1,115,652,776 |
The accompanying Notes are an integral part of these consolidated financial statements.
| | Consolidated Financial Statements | December 31, 2024 | F - 10 |
*Values expressed in thousands, except when indicated
Consolidated Statement of Income
| Note | 2024 | 2023 | 2022 | |
| Interest and similar income | 31 | 137,183,478 | 128,282,707 | 115,225,118 |
| Interest and similar expenses | 32 | (80,504,918) | (81,398,673) | (67,721,941) |
| Net Interest Income | 56,678,560 | 46,884,034 | 47,503,177 | |
| Equity instrument income | 33 | 83,647 | 22,179 | 38,073 |
| Equity method income (loss) | 11.a | 312,986 | 239,236 | 199,179 |
| Fee and commission income | 34 | 23,664,987 | 22,454,778 | 21,237,723 |
| Fee and commission expense | 35 | (6,459,778) | (6,814,813) | (6,361,843) |
| Gains (losses) on financial assets and liabilities (net) | 36 | (1,358,674) | 2,729,519 | 4,153,336 |
| Financial assets measured at fair value through profit or loss | (641,147) | 3,440,830 | 4,801,086 | |
| Financial instruments not measured at fair value through profit or loss | (180,427) | (463,844) | (239,777) | |
| Other | (537,100) | (247,467) | (407,973) | |
| Foreign exchange fluctuations (net) | 37 | 1,487,679 | 1,065,167 | 545,890 |
| Other operating expense (net) | 38 | (652,121) | (715,790) | (841,002) |
| Total Income | 73,757,286 | 65,864,310 | 66,474,533 | |
| Administrative expenses | (20,416,504) | (19,562,641) | (18,240,113) | |
| Personnel expenses | 39.a | (11,597,996) | (10,813,926) | (9,896,995) |
| Other administrative expenses | 40.a | (8,818,508) | (8,748,715) | (8,343,118) |
| Depreciation and amortization | (2,731,018) | (2,740,950) | (2,585,502) | |
| Permanent assets | 12.a | (1,586,278) | (1,841,616) | (1,860,043) |
| Intangible assets | 14 | (1,144,740) | (899,334) | (725,459) |
| Provisions (net) | 22 | (4,595,238) | (4,424,412) | (1,215,490) |
| Impairment losses on financial assets (net) | 9.c | (28,484,030) | (28,008,086) | (24,828,749) |
| Financial assets measured at amortized cost | (28,484,030) | (28,008,086) | (24,828,749) | |
| Impairment losses on other assets (net) | (252,487) | (250,173) | (161,434) | |
| Other intangible assets | 14 | (48,897) | (19,473) | (31,251) |
| Other assets | (203,590) | (230,700) | (130,183) | |
| Gains (losses) on disposal of assets not classified as non-current assets held for sale | 41 | 1,806,183 | 998,408 | 22,355 |
| Gains (losses) on disposal and expenses on non-current assets held for sale not classified as discontinued operations | 42 | 106,036 | 45,195 | 109,127 |
| Operating Income Before Tax | 19,190,228 | 11,921,651 | 19,574,727 | |
| Income taxes | 23 | (5,776,465) | (2,422,839) | (5,235,252) |
| Consolidated Net Income for the Fiscal Year | 13,413,763 | 9,498,812 | 14,339,475 | |
| Profit attributable to the Parent Company | 13,365,506 | 9,449,313 | 14,287,093 | |
| Profit attributable to non-controlling interests | 26 | 48,257 | 49,499 | 52,382 |
The accompanying Notes are an integral part of these consolidated financial statements.
| | Consolidated Financial Statements | December 31, 2024 | F - 11 |
*Values expressed in thousands, except when indicated
Consolidated Statement of Comprehensive Income
| 2024 | 2023 | 2022 | ||
| Consolidated Net Income for the Fiscal Year | 13,413,763 | 9,498,812 | 14,339,475 | |
| Other Comprehensive Income that will be subsequently reclassified to profit or loss when specific conditions are met: | (1,978,264) | 1,166,391 | (1,108,715) | |
| Financial Assets measured at fair value through Other Comprehensive Income | (2,164,544) | 537,438 | (707,433) | |
| Financial assets measured at fair value through other comprehensive income | (4,130,998) | 878,395 | (1,333,521) | |
| Taxes | 1,966,454 | (340,957) | 626,088 | |
| Cash flow hedges | 186,280 | 628,953 | (401,282) | |
| Fair value adjustment | 355,207 | 1,199,318 | (771,020) | |
| Taxes | (168,927) | (570,365) | 369,738 | |
| Other Comprehensive Income that will not be Reclassified to Net Profit: | (761,060) | (648,164) | 28,701 | |
| Defined Benefits Plan | (502,235) | (620,233) | 28,701 | |
| Defined benefits plan | (955,096) | (988,263) | 202,674 | |
| Taxes | 452,861 | 368,030 | (173,973) | |
| Others | (258,825) | (27,931) | - | |
| Pension Contracts - IFRS 17 | 27,734 | (46,552) | - | |
| Goodwill | (256,936) | - | - | |
| Others | (18,529) | - | - | |
| Taxes | (11,094) | 18,621 | - | |
| Total Comprehensive Income | 10,674,439 | 10,017,039 | 13,259,461 | |
| Attributable to the parent company | 10,626,182 | 9,967,540 | 13,207,079 | |
| Attributable to non-controlling interests | 48,257 | 49,499 | 52,382 | |
| Total | 10,674,439 | 10,017,039 | 13,259,461 |
The Notes are an integral part of these consolidated financial statements.
| | Consolidated Financial Statements | December 31, 2024 | F - 12 |
*Values expressed in thousands, except when indicated
Consolidated Statement of Changes in Stockholders’ Equity
| Stockholders´ Equity Attributable to the Parent | |||||||||||||||
| Note | Share Capital | Capital Reserve | Profit Reserve | Treasury Shares | Retained earnings | Financial Assets Measured At Fair Value Through Other Comprehensive Income | Defined Benefits plan | Translation adjustments investment abroad | Gains and losses - Cash flow hedge and Investment | Total | Non-controlling Interests | Total Stockholders' Equity | |||
| Balance on December 31, 2021 | 55,000,000 | 371,941 | 54,387,672 | (713,039) | - | (47,576) | (2,924,221) | 859,370 | - | - | (1,294,001) | 105,640,146 | 334,349 | 105,974,495 | |
| Total comprehensive income | - | - | - | - | 14,287,093 | (707,433) | 28,701 | - | - | - | (401,282) | 13,207,079 | 52,382 | 13,259,461 | |
| Net Profit Attributable to the Parent Company | - | - | - | - | 14,287,093 | - | - | - | - | - | - | 14,287,093 | 52,382 | 14,339,475 | |
| Other Comprehensive Income | - | - | - | - | - | (707,433) | 28,701 | - | - | - | (401,282) | (1,080,014) | - | (1,080,014) | |
| Financial assets measured at fair value through Other Comprehensive Income | - | - | - | - | - | (707,433) | - | - | - | - | - | (707,433) | - | (707,433) | |
| Employee Benefits Plan | - | - | - | - | - | - | 28,701 | - | - | - | - | 28,701 | - | 28,701 | |
| Gain and loss - Cash flow and investment hedge | - | - | - | - | - | - | - | - | - | - | (401,282) | (401,282) | - | (401,282) | |
| Dividends and interest on equity from the previous fiscal year | 27.b | - | - | - | - | (8,100,000) | - | - | - | - | - | - | (8,100,000) | - | (8,100,000) |
| Treasury shares | 27.d | - | - | - | (506,277) | - | - | - | - | - | - | - | (506,277) | - | (506,277) |
| Share-based compensation | - | 73,837 | - | - | - | - | - | - | - | - | - | 73,837 | - | 73,837 | |
| Other | - | - | (131,951) | - | - | - | - | - | - | - | - | (131,951) | 110,611 | (21,340) | |
| Destinations: | |||||||||||||||
| Legal reserve | - | - | 714,355 | - | (714,355) | - | - | - | - | - | - | - | - | - | |
| Dividend equalization reserve | - | - | 5,472,738 | - | (5,472,738) | - | - | - | - | - | - | - | - | - | |
| Balance on December 31, 2022 | 55,000,000 | 445,778 | 60,442,814 | (1,219,316) | - | (755,009) | (2,895,520) | 859,370 | - | - | (1,695,283) | 110,182,834 | 497,342 | 110,680,176 | |
| | Consolidated Financial Statements | December 31, 2024 | F - 13 |
*Values expressed in thousands, except when indicated
| Stockholders´ Equity Attributable to the Parent |
| Note | Share Capital | Capital Reserve | Profit Reserve | Treasury Shares | Retained earnings | Financial Assets Measured At Fair Value Through Other Comprehensive Income | Defined Benefits plan | Translation adjustments investment abroad | Pension Contracts - IFRS 17 | Gains and losses - Cash flow hedge and Investment | Total | Non-controlling Interests | Total Stockholders' Equity | |
| Balance on December 31, 2022 | 55,000,000 | 445,778 | 60,442,814 | (1,219,316) | - | (755,009) | (2,895,520) | 859,370 | - | (1,695,283) | 110,182,834 | 497,342 | 110,680,176 | |
| Total comprehensive income | - | - | - | - | 9,449,313 | 537,438 | (620,233) | - | (27,931) | 628,953 | 9,967,540 | 49,499 | 10,017,039 | |
| Net profit attributable to the Parent Company | - | - | - | - | 9,449,313 | - | - | - | - | - | 9,449,313 | 49,499 | 9,498,812 | |
| Other comprehensive income | - | - | - | - | - | 537,438 | (620,233) | - | (27,931) | 628,953 | 518,227 | - | 518,227 | |
| Financial assets measured at fair value through other comprehensive income | - | - | - | - | - | 537,438 | - | - | - | - | 537,438 | - | 537,438 | |
| Employee Benefits Plan | - | - | - | - | - | - | (620,233) | - | - | - | (620,233) | - | (620,233) | |
| Pension Contracts - IFRS 17 | - | - | - | - | - | - | - | - | (27,931) | - | (27,931) | - | (27,931) | |
| Gain and loss - Cash flow and investment hedge | - | - | - | - | - | - | - | - | - | 628,953 | 628,953 | - | 628,953 | |
| Dividends and interest on capital | 27.b | - | - | - | - | (6,200,000) | - | - | - | - | - | (6,200,000) | - | (6,200,000) |
| Share-based compensation | 39.b | - | 161,899 | - | - | - | - | - | - | - | - | 161,899 | - | 161,899 |
| Treasury shares | 27.d | - | - | - | 112,533 | - | - | - | - | - | - | 112,533 | - | 112,533 |
| Prescribed dividends | - | - | 56,858 | - | - | - | - | - | - | - | 56,858 | - | 56,858 | |
| Unrealized profit | - | - | 171,340 | - | - | - | - | - | - | - | 171,340 | - | 171,340 | |
| Other | - | - | - | - | - | - | - | - | - | - | - | (143,491) | (143,491) | |
| Destinations: | ||||||||||||||
| Legal reserve | - | - | 472,466 | - | (472,466) | - | - | - | - | - | - | - | - | |
| Dividend equalization reserve | - | - | 2,776,847 | - | (2,776,847) | - | - | - | - | - | - | - | - | |
| Balance on December 31, 2023 | 55,000,000 | 607,677 | 63,920,325 | (1,106,783) | - | (217,571) | (3,515,753) | 859,370 | (27,931) | (1,066,330) | 114,453,004 | 403,350 | 114,856,354 |
| | Consolidated Financial Statements | December 31, 2024 | F - 14 |
*Values expressed in thousands, except when indicated
| Stockholders´ Equity Attributable to the Parent | |||||||||||||||
| Note | Share Capital | Capital Reserve | Profit Reserve | Treasury Shares | Retained earnings | Financial Assets Measured At Fair Value Through Other Comprehensive Income | Defined Benefits plan | Translation adjustments investment abroad | Pension Contracts - IFRS 17 | Other Equity Valuation Adjustments | Gains and losses - Cash flow hedge and Investment | Total | Non-controlling Interests | Total Stockholders' Equity | |
| Balance on December 31, 2023 | 55,000,000 | 607,677 | 63,920,325 | (1,106,783) | - | (217,571) | (3,515,753) | 859,370 | (27,931) | - | (1,066,330) | 114,453,004 | 403,350 | 114,856,354 | |
| Total comprehensive income | - | - | - | - | 13,365,506 | (2,164,544) | (502,235) | - | 16,640 | (275,465) | 186,280 | 10,626,182 | 48,257 | 10,674,439 | |
| Net profit attributable to the Parent Company | - | - | - | - | 13,365,506 | - | - | - | - | - | - | 13,365,506 | 48,257 | 13,413,763 | |
| Other comprehensive income | - | - | - | - | - | (2,164,544) | (502,235) | - | 16,640 | (275,465) | 186,280 | (2,739,324) | - | (2,739,324) | |
| Financial assets measured at fair value through other comprehensive income | - | - | - | - | - | (2,164,544) | - | - | - | - | - | (2,164,544) | - | (2,164,544) | |
| Employee Benefits Plan (1) | - | - | - | - | - | - | (502,235) | - | - | - | - | (502,235) | - | (502,235) | |
| Pension Contracts - IFRS 17 | - | - | - | - | - | - | - | - | 16,640 | - | - | 16,640 | - | 16,640 | |
| Gain and loss - Cash flow and investment hedge | - | - | - | - | - | - | - | - | - | - | 186,280 | 186,280 | - | 186,280 | |
| Other Equity Valuation Adjustments – goodwill on acquisitions of subsidiaries | - | - | - | - | - | - | - | - | - | (256,936) | - | (256,936) | - | (256,936) | |
| Other Equity Valuation Adjustments – Other | - | - | - | - | - | - | - | - | - | (18,529) | - | (18,529) | - | (18,529) | |
| Dividends and interest on capital | 27.b | - | - | - | - | (6,000,000) | - | - | - | - | - | - | (6,000,000) | - | (6,000,000) |
| Share-based compensation | - | 22,334 | - | - | - | - | - | - | - | - | - | 22,334 | - | 22,334 | |
| Treasury shares | 27.d | - | - | - | 222,076 | - | - | - | - | - | - | - | 222,076 | - | 222,076 |
| Prescribed dividends | - | - | 57,513 | - | - | - | - | - | - | - | - | 57,513 | - | 57,513 | |
| Unrealized profit | - | - | 19,213 | - | 49,175 | - | - | - | - | - | - | 68,388 | - | 68,388 | |
| Capital increase | 10,000,000 | - | (10,000,000) | - | - | - | - | - | - | - | - | - | - | - | |
| Other | - | - | 42,188 | - | - | - | - | - | - | - | - | 42,188 | (116,160) | (73,972) | |
| Sale / Merger / Acquisition | - | - | - | - | - | - | - | - | - | - | - | - | (112,710) | (112,710) | |
| Other | - | - | 42,188 | - | - | - | - | - | - | - | - | 42,188 | (3,450) | 38,738 | |
| Destinations: | |||||||||||||||
| Legal reserve | - | - | 668,275 | - | (668,275) | - | - | - | - | - | - | - | - | - | |
| Dividend equalization reserve | - | - | 6,746,406 | - | (6,746,406) | - | - | - | - | - | - | - | - | - | |
| Balance on December 31, 2024 | 65,000,000 | 630,011 | 61,453,920 | (884,707) | - | (2,382,115) | (4,017,988) | 859,370 | (11,291) | (275,465) | (880,050) | 119,491,685 | 335,447 | 119,827,132 | |
| (1) | Includes the effects of the obligation created as a result of the transaction signed between Banco Santander, BANESPREV, AFABESP and legal advisors on June 27, 2024. See details in note 18, item d.2. |
The accompanying Notes are an integral part of these consolidated financial statements.
| | Consolidated Financial Statements | December 31, 2024 | F - 15 |
*Values expressed in thousands, except when indicated
Consolidated Statement of Cash Flows
| Note | 2024 | 2023 | 2022 | |
| 1. Cash Flows from Operating Activities | ||||
| Consolidated Net Income for the Fiscal Year | 13,413,763 | 9,498,812 | 14,339,475 | |
| Profit Adjustments | 1,058,360 | 5,971,012 | 50,774,841 | |
| Depreciation of Tangible Assets | 12.a | 1,586,278 | 1,841,616 | 1,860,043 |
| Amortization of Intangible Assets | 14 | 1,144,740 | 899,334 | 725,459 |
| Impairment Losses on Other Assets (Net) | 252,487 | 250,173 | 161,434 | |
| Provisions (Net) | 4,595,238 | 4,424,412 | 1,215,490 | |
| Losses on Financial Assets (Net) | 28,484,030 | 28,008,086 | 24,828,749 | |
| Net gains on disposal of permanent assets, investments, and non-current assets held for sale | (1,912,219) | (855,565) | (130,673) | |
| Income (Loss) Share under the Equity Method | 11.a | (312,986) | (239,236) | (199,179) |
| Change in Deferred Tax Assets and Liabilities | 23.d | (885,976) | (5,550,813) | 64,318 |
| Judicial Deposits Adjustment | (689,787) | (728,716) | (677,373) | |
| Recoverable Taxes Adjustment | (376,938) | (557,008) | (813,225) | |
| Effects of Exchange Rate Fluctuations on Assets and Liabilities | (30,769,354) | (21,430,674) | 23,513,187 | |
| Other | (57,153) | (90,597) | 226,611 | |
| Net (Increase) Decrease in Operating Assets | (187,674,524) | (129,083,634) | (90,965,616) | |
| Financial Assets Measured at Fair Value through Profit or Loss | (20,980,632) | (88,026,729) | (86,362,989) | |
| Financial Assets Measured at Fair Value Through Other Comprehensive Income | (38,961,379) | (3,895,444) | 45,756,767 | |
| Financial Assets Measured at Amortized Cost | (124,915,673) | (41,870,299) | (46,336,754) | |
| Other Assets | (2,816,840) | 4,708,838 | (4,022,640) | |
| Net Increase (Decrease) in Operating Liabilities | 157,494,648 | 156,121,109 | 38,775,762 | |
| Financial Liabilities Measured at Fair Value Through Profit or Loss | 33,141,169 | (86,825) | 5,255,915 | |
| Financial Liabilities Measured at Amortized Cost | 130,916,324 | 144,383,135 | 32,558,536 | |
| Other Liabilities | (6,562,845) | 11,824,799 | 961,311 | |
| Tax Paid | 23.a | (5,423,514) | (5,892,511) | (6,077,436) |
| Total Net Cash Flow from Operating Activities (1) | (21,131,267) | 36,614,788 | 6,847,026 | |
| 2. Cash Flows From Investing Activities | ||||
| Investments | (3,435,838) | (3,963,094) | (3,804,400) | |
| Subsidiary acquisition, minus net cash upon acquisition | (114,206) | (5,054) | (460,245) | |
| Tangible Assets | 12.a | (854,993) | (1,445,847) | (1,126,111) |
| Intangible Assets | (1,754,988) | (1,906,872) | (1,737,548) | |
| Non-current Assets Held for Sale | (711,651) | (605,321) | (480,496) | |
| Disposal | 1,044,835 | 719,747 | 926,167 | |
| Tangible Assets | 12.a | 333,413 | 117,312 | 148,555 |
| Intangible Assets | 110,067 | 185,206 | 144,698 | |
| Non-current Assets Held for Sale | 601,355 | 417,229 | 632,914 | |
| Dividends and Interest on Equity Received | 375,236 | 663,032 | 172,944 | |
| Total Net Cash Flow from Investing Activities (2) | (2,015,767) | (2,580,315) | (2,705,289) | |
| 3. Cash Flows from Financing Activities | ||||
| Acquisition (Disposal) of Own Shares | 27.d | 222,076 | 112,533 | (506,277) |
| Issuance (Repurchase) of Debt Instruments Eligible as Capital | 19 | 68,477 | - | - |
| Issuance of Other Long-term Financial Liabilities | 18 | 39,541,342 | 75,404,958 | 60,583,109 |
| Dividends Paid and Interest on Equity | (5,618,714) | (5,450,390) | (7,393,031) | |
| Payments of Other Long-term Financial Liabilities | 18 | (33,038,049) | (63,400,960) | (39,154,639) |
| Interest Payments on Debt Instruments Eligible as Capital | 19 | (132,243) | (713,974) | (861,717) |
| Increase (Decrease) in Non-controlling Interests | 26.b | (112,710) | (134,214) | 20,446 |
| Capital Increase in Subsidiaries Through Non-controlling Interests | 26.b | - | - | 66,957 |
| Total Net Cash Flow from Financing Activities (3) | 930,179 | 5,817,953 | 12,754,848 | |
| Net Increase (Decrease) in Cash and Cash Equivalents (1+2+3) | (22,216,855) | 39,852,426 | 16,896,585 | |
| Cash and Cash Equivalents at the Beginning of the Fiscal Year | 4 | 89,417,760 | 49,565,334 | 32,668,749 |
| Cash and Cash Equivalents at the End of the Fiscal Year | 4 | 67,200,905 | 89,417,760 | 49,565,334 |
The accompanying Notes are an integral part of these consolidated financial statements.
| | Consolidated Financial Statements | December 31, 2024 | F - 16 |
*Values expressed in thousands, except when indicated
| 1. | Operating context, presentation of consolidated financial statements and other information |
| a) | Operating context |
Banco Santander (Brasil) S.A. (Banco Santander or Bank), directly and indirectly controlled by Banco Santander, S.A., headquartered in Spain (Banco Santander Spain), is the leading institution of the Financial and Prudential Conglomerates before the Brazilian Central Bank (Bacen), established as a joint-stock company with its headquarters located at Avenida Presidente Juscelino Kubitschek, 2041 and 2235 - Block A - Vila Olímpia - São Paulo - SP. Banco Santander operates as a universal bank and conducts its operations through commercial, investment, credit, financing and investment, real estate credit, leasing, and foreign exchange portfolios. Additionally, through its subsidiaries, it also operates in the markets of payment institutions, "consórcios" management, securities and insurance brokerage, consumer lending, digital platforms, benefits management, non-performing credit management and recovery, capitalization, private pensions, as well as provision and management of food, meal, and other vouchers. These operations are conducted within a framework of institutions that do business in an integrated manner in the financial market. The corresponding benefits and costs associated with the rendered services are distributed among these entities and are realized in the ordinary course of business on a reciprocal basis.
The Board of Directors authorized the issuance of the Consolidated Financial Statements for the year ended December 31, 2024, at the meeting held on February 27, 2025.
The referenced Financial Statements have been subject to a recommendation for approval issued by the Audit Committee of Banco Santander and received an unqualified opinion from the Independent Auditors.
| b) | Basis for the presentation of the consolidated financial statements (prepared in accordance with IAS 1) |
The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS®) issued by the International Accounting Standards Board (IASB®) (currently referred to by the IFRS® Foundation as “IFRS® accounting standards”) and the interpretations issued by the IFRS® Interpretations Committee (current name of the International Financial Reporting Interpretations Committee – IFRIC®).
All relevant information specifically related to Banco Santander's financial statements, and only in relation to these, is being highlighted, and corresponds to the information used by Banco Santander in its management.
c) Other information
c.1) Adoption of new standards and interpretations.
• Amendments to IAS 1 – Presentation of Financial Statements: – The amendments are intended to specify the requirements for classifying liabilities as current or non-current. The amendments clarify what is meant by a right to defer settlement; that the right to defer must exist at the end of the reporting period; that the classification is not affected by the likelihood that the entity will exercise its right to defer; and that only if a derivative embedded in a convertible liability is itself an equity instrument, the terms of a liability will not affect its classification. The amendments to IAS 1 were effective from January 1, 2024 and have not had a material impact.
• Amendment to IAS 7 – Statement of Cash Flows and IFRS 7 – Financial Instruments: Disclosure: requires entities to provide additional disclosures about their supplier financing arrangements. The IASB issued these new requirements to provide users of financial statements with information that enables them to assess how supplier financing arrangements affect an entity’s obligations and cash flows, and to understand the effect of supplier financing arrangements on an entity’s exposure to liquidity risk and how the entity might be affected if the arrangements were no longer available to it. The amendments to IAS 7 and IFRS 7 were effective from January 1, 2024 and have not had a material impact.
• Amendment to IFRS 16 – Leases: Clarifies the requirements that a seller-lessee uses in measuring the lease liability arising from a sale and leaseback transaction, in order to ensure that the seller-lessee does not recognize any amount of gain or loss that relates to the right of use that it retains. The amendments to IFRS 16 were effective from January 1, 2024 and did not have a material impact.
| | Consolidated Financial Statements | December 31, 2024 | F - 17 |
*Values expressed in thousands, except when indicated
c.2) New standards and interpretations in force in future years
| • | Amendment to IAS 21 - Effects of exchange rate changes and translation of Financial Statements: In instances where a currency is non-convertible, it can be difficult to ascertain an appropriate exchange rate. While uncommon, non-convertibility may arise when a government enforces currency controls that forbid currency exchange or restrict the amount of foreign currency transactions. The amendment to IAS 21 provides guidance on how entities should assess whether a currency is readily convertible and how to determine a spot exchange rate for currencies with limited exchangeability, as well as requires the disclosure of information that enables Financial Statement users to understand the impacts of a non-convertible currency. These changes are effective as of January 1, 2025. Santander does not foresee any material impacts. |
| • | Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments: The requirements for applying IFRS 9 are amended to include contracts to purchase and receive electricity, in addition to allowing the use of these contracts in hedge accounting. It also includes disclosure requirements on these contracts in IFRS 7. In addition, it clarifies that a financial liability is derecognized on the "settlement date" and introduces an accounting policy election to derecognize financial liabilities settled using an electronic payment system before the settlement date. Other clarifications include the classification of financial assets with ESG-linked characteristics through additional guidance on the assessment of contingent characteristics. Additional disclosures are introduced for financial instruments with contingent characteristics and equity instruments classified at fair value through other comprehensive income. The amendments are effective for reporting periods beginning on or after January 1, 2026. Santander is assessing the impacts of this change. |
| • | Annual Improvements to IFRS Accounting Standards - Volume 11: Includes clarifications, simplifications, corrections and amendments designed to improve the consistency of several IFRS Accounting Standards. The amended standards are: IFRS 1 - First-time adoption of International Financial Reporting Standards; IFRS 7 - Financial Instruments: Disclosures and accompanying guidance on the implementation of IFRS 7; IFRS 9 - Financial Instruments; IFRS 10 - Consolidated Financial Statements; and IAS 7 - Statement of Cash Flows. The amendments are effective for annual periods beginning on or after January 1, 2026, with earlier application permitted. Santander is assessing the impacts of this change. |
| • | IFRS 18 – Presentation and Disclosure in Financial Statements: Replaces IAS 1 – Presentation of Financial Statements. IFRS 18 introduces new subtotals and three categories for income and expenses (operating, investing and financing) in the income statement structure. It also requires companies to disclose explanations of management-defined performance measures related to the income statement. | |
These changes are effective for fiscal years beginning January 1, 2027. Santander is evaluating the impacts of this change. |
| • | IFRS 19 – Non-publicly-accountable subsidiaries: Disclosures: that allows a subsidiary to provide reduced disclosures when applying IFRS Accounting Standards in its financial statements. IFRS 19 is optional for eligible subsidiaries and establishes the disclosure requirements for subsidiaries that choose to apply it. The new standard is effective for reporting periods beginning on or after January 1, 2027, with earlier application permitted. Santander is assessing the impacts of this change. |
c.3) Estimates used
The consolidated results and the determination of the consolidated equity are impacted by accounting policies, assumptions, estimates, and measurement methods used by the Bank's management in the preparation of the financial statements. The Bank makes estimates and assumptions that affect the reported values of assets and liabilities for future periods. All required estimates and assumptions, in accordance with IFRSs, represent management's best estimate pursuant to the applicable standard.
In the consolidated financial statements, estimates are made by the Bank’s and the consolidated entities’ Management to quantify certain assets, liabilities, income, and expenses, as well as to disclose notes to the financial statements.
c.3.1) Estimated credit losses
The estimates and critical assumptions that present the most significant impact on the accounting balances of certain assets, liabilities, income, and expenses, as well as on note disclosures, are described below:
| i. | Assessment of the fair value of certain financial instruments |
Financial instruments are initially recognized at fair value, and those not measured at fair value through profit or loss are adjusted for transaction costs.
Financial assets and liabilities are subsequently measured at the end of each period using valuation techniques. This calculation is predicated on assumptions that take into account Management’s judgment based on information and prevailing market conditions on the balance sheet date.
Banco Santander classifies fair value measurements using the fair value hierarchy that reflects the model employed in the measurement process, segregating financial instruments into Tiers I, II, or III.
Notes 2.e and 46.c.8 detail the accounting treatment and sensitivity analysis pertaining to Financial Instruments, respectively.
| ii. | Provisions for losses on credits due to impairment |
The carrying value of non-recoverable financial assets is adjusted by recording a provision for loss under “Losses on financial assets (Net) – Financial Assets Measured at Amortized Cost” in the consolidated income statement. Reversals of previously recognized losses are recorded in the consolidated income statement in the period when the impairment decreases, provided there is an objectively verifiable recovery event.
| | Consolidated Financial Statements | December 31, 2024 | F - 18 |
*Values expressed in thousands, except when indicated
When measuring the impairment loss on individually assessed loans, the Bank takes into account a range of factors related to the counterparty's condition, such as their economic and financial situation, indebtedness level, income-generating capacity, cash flow, management, corporate governance, and quality of internal controls, payment history, industry experience, contingencies, and credit limits, as well as asset characteristics, such as their nature and purpose, type, liquidity level sufficiency, and guarantees of total credit value, and also drawing on historical impairment experience and other circumstances known at the time of assessment.
To measure the impairment loss on loans assessed collectively for impairment, the Bank segregates financial assets into groups considering their credit risk characteristics and similarities, that is, according to the segment, type of assets, collateral, and other factors associated with historical impairment experience and other circumstances known at the time of assessment.
Notes 2.h and 46.b.2 detail the accounting treatment and credit risk assessment methods, respectively.
| iii. | Provisions for pension funds |
Defined benefit plans are recorded following an actuarial analysis, performed annually by a specialized firm at the end of each fiscal year with applicability for the subsequent period, and are recognized in the consolidated statement of income under the lines of Interest and Similar Expenses and Provisions (net).
The present value of the defined benefit liability is the current value before deducting any plan assets, of the anticipated future payments required to settle the liability arising from the employee’s service in current and past periods.
Additional details are provided in note 2.w.
| iv. | Provisions, contingent assets and liabilities |
Provisions for legal and administrative proceedings are set up when the risk of loss in the legal or administrative action is assessed as probable and the amounts involved can be measured with sufficient certainty, based on their nature.
Explanatory note 2.q presents information and any significant changes to the provisions and contingent assets and liabilities of the Bank between December 31, 2024 and December 31, 2023.
| v. | Goodwill |
The goodwill recognized must undergo an impairment test at least once a year or over a shorter period, should there be any indication of impairment of the asset.
The basis used for the impairment test is the value in use, and accordingly, cash flows are projected for a period of x years. The cash flow projection takes into account several factors, including: (i) macroeconomic forecasts for interest rates, inflation, exchange rates, and others; (ii) behavior and growth estimates for Brazil's national financial system; (iii) increased costs, returns, synergies, and investment plan; (iv) customer behavior; and (v) growth rate and adjustments applied to the cash flows in perpetuity. The adoption of these estimates involves the likelihood of future events occurring, and changes in any of these factors could lead to different results. The cash flow estimate is based on an assessment prepared by an independent specialized company, annually or whenever there are indications of impairment, which is reviewed and approved by Management.
Further details can be found in note 13.
| vi. | Expectation of tax credit realization IR and CS |
Deferred tax assets and liabilities include temporary differences, identified as the amounts expected to be recovered or paid on differences between the carrying amounts of assets and liabilities and their respective calculation bases, and accumulated tax loss carryforwards and the negative basis of CSLL. These amounts are measured at the rates expected to apply in the period in which 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 used.
Other deferred tax assets (accumulated tax loss carryforwards) are only recognized if it is considered probable that the consolidated entities will have sufficient future taxable profits so that they can be used. The recognized deferred tax assets and liabilities are reviewed at each balance sheet date, with the appropriate adjustments being made based on the findings of the analyses performed. The expectation of realization of the Bank's deferred tax assets is based on projections of future results and grounded in a technical study.
| 2. | Accounting policies and determination criteria |
The accounting policies and calculation criteria used in preparing the consolidated financial statements were as follows:
| | Consolidated Financial Statements | December 31, 2024 | F - 19 |
*Values expressed in thousands, except when indicated
a) Functional and presentation currency
Banco Santander's consolidated financial statements are presented in Reais, the functional currency of the entities and the presentation currency of these statements.
For each subsidiary, foreign entity and investment in an unconsolidated company, Banco Santander has defined the functional currency. The assets and liabilities of these entities are translated as follows:
- assets and liabilities are translated at the exchange rate on the balance sheet date.
- revenues and expenses are translated at the average monthly exchange rate.
- translation gains and losses on net investment are recorded in the statement of comprehensive income, under the "exchange rate variation on investees located abroad" line.
b) Basis for consolidation
i. Subsidiaries
The term "Subsidiaries" refers to entities that are under the Bank's control. This control is based on the Bank's: i) power over the invested entity; ii) exposure or entitlement to variable returns deriving from its relationship with the invested entity, and iii) ability to use its power to influence the level of returns, as established by legal, statutory, or contractual provisions.
Subsidiary consolidation takes place when the Bank secures control over the subsidiary and ends upon the loss of control. Notably, the income and expenses of a subsidiary that is either acquired or divested during the fiscal year are incorporated in the income statement and Other Comprehensive Income from the date on which the Bank acquires control to the point when it no longer exercises control over the subsidiary.
The result and each component of Other Comprehensive Income are attributed to the controllers of the Bank and to the non-controlling interests even if the effect is assigned to the non-controlling interests. The total comprehensive income of the subsidiaries is attributed to the owners of the Bank and to the non-controlling interests, even if this results in a negative balance for the non-controlling interests. All transactions, balances, income, and expenses between the companies of the Santander Conglomerate are fully eliminated in the consolidated financial statements.
Any changes to Santander Conglomerate's stakes in controlled entities that do not result in a loss of control over the subsidiaries are recorded as equity transactions. The difference between the value at which the non-controlling interests are adjusted and the fair value of the considerations paid or received is recorded directly in equity and attributed to the owners of the Company.
When the Bank loses control of a subsidiary, the gain or loss is recognized in the income statement and is determined by the difference between: (i) the sum of the fair value of the considerations received and the fair value of the residual interest; and (ii) the previous balance of the subsidiary's assets (including goodwill) and liabilities, and non-controlling interests, if any. All values previously recognized in "Other Comprehensive Income" related to the subsidiary are accounted for as if the Bank had directly disposed of the corresponding assets or liabilities of the subsidiary (i.e., reclassified to profit or loss or transferred to another shareholders' equity account, as required or permitted by the applicable IFRSs). The fair value of any investment held in the former subsidiary at the date of loss of control is considered as the fair value upon initial recognition for subsequent accounting under IFRS 9 Financial Instruments or, where applicable, the cost upon initial recognition of an investment in an associate or joint venture.
ii. Interests in joint ventures (entities under joint control) and associates
Joint ventures are equity interests in entities that are not subsidiaries, yet are jointly controlled by two or more unrelated entities. This joint control is manifested in contractual arrangements in which two or more entities ("venturers") acquire interests in entities ("jointly controlled entities") or own operations or hold assets, such that the strategic financial and operational decisions affecting the joint venture are contingent upon the unanimous decision of the venturers.
Associates are those entities over which the Bank has the ability to exert significant influence (significant influence is the power to partake in the decision-making regarding the financial and operational policies of the invested entity) but lacks control or joint control.
In the consolidated financial statements, the interests in jointly-controlled entities and investments in associates are accounted for using the equity method, that is, the Bank's share in the net assets of the invested entity, taking into account dividends received from the eliminations of capital and other derivatives. Pertinent details regarding the entities accounted for using the equity method by the Bank are disclosed in note 11.
| | Consolidated Financial Statements | December 31, 2024 | F - 20 |
*Values expressed in thousands, except when indicated
iii. Mergers, acquisitions, and company disposals
A business combination refers to the amalgamation of two or more separate entities or economic units into a single entity or a group of entities, accounted for in accordance with IFRS 3 – “Business Combinations”.
Business combinations are carried out in such a way that the Bank gains control of an entity and are accounted for as follows:
| • | The Bank calculates the cost of the business combination, defined as the fair value of the assets offered, the liabilities incurred, and the equity instruments issued, if applicable. |
| • | The fair values of the assets, liabilities, and contingent liabilities of the acquired entity or business, including intangible assets not recognized by the acquired entity, are estimated on the acquisition date and recognized in the consolidated balance sheet. |
| • | The surplus of the acquisition cost over the fair value of the identifiable net asset acquired is recognized as goodwill (note 13). The surplus of the fair value of the identifiable net assets over the acquisition costs is regarded as an advantageous purchase and is recognized in the income statement on the acquisition date. |
Note 3 outlines the most significant transactions that took place in 2024 and 2023.
iv. Investment Funds
This encompasses the Investment Funds in which the Bank and its subsidiaries hold a substantial stake or the entirety of their shares, and over which the Bank and its subsidiaries are exposed, or have the right to variable returns and have the ability to influence these returns through decision-making power, in accordance with IFRS 10 – Consolidated Financial Statements, and are therefore consolidated in these Consolidated Financial Statements.
c) Definitions and classification of financial instruments
i. Definitions
“Financial instrument” is defined as any agreement that creates a financial asset in one entity and concurrently a financial liability or equity interest in a different entity.
“Equity instruments” are any contracts representing a residual equity interest in the assets of the issuing entity after all its liabilities have been deducted.
"Derivative" is a financial instrument whose value changes in response to fluctuations in an observable market variable (such as interest rates, currency exchange rates, financial instrument prices, market indices, or credit ratings), where the initial investment is considerably lower relative to other financial instruments that react comparably to shifts in market factors, and is typically settled at a future date.
"Hybrid financial instruments" are agreements that simultaneously encompass a non-derivative main contract and a derivative, termed an embedded derivative, which is non-transferable on its own and has the effect of causing part of the cash flows from the hybrid contract to fluctuate in a manner similar to that of a standalone derivative.
The following transactions are not treated for accounting purposes as financial instruments:
• Investments in subsidiaries, jointly-controlled entities, and associates (notes 3 and 11).
• Rights and obligations arising from employee benefit plans (note 21).
ii. Classification of financial assets for measurement purposes
Financial assets are initially classified into various categories for management and measurement purposes, except when it is mandatory to report them as "Non-current assets held for sale," or in cases pertaining to "Cash and cash equivalents," "Derivatives used as hedging instruments," and "Investments in associates," all of which are accounted for separately.
Financial assets are, for measurement purposes, included in one of the following categories:
• Financial assets measured at fair value through profit or loss: this category includes financial assets acquired with the intention of generating short-term profit from their price fluctuations and financial derivatives not classified as hedging instruments, where the Bank's primary business model is to engage in frequent trading, financial assets that did not meet the criteria established in the SPPI Test (principal and interest payments only) and financial assets for which the Fair Value Option was made at the time of initial designation.
| | Consolidated Financial Statements | December 31, 2024 | F - 21 |
*Values expressed in thousands, except when indicated
• Financial assets measured at fair value in Other Comprehensive Income: are financial assets that meet the SPPI criteria, the objective of which is to maintain the assets to receive contractual cash flows and also for sale.
Results arising from changes in fair value are recognized in the market value adjustment item in equity, with the exception of losses due to impairment, which are recognized in profit or loss. When a financial asset is disposed of or shows signs of a decline in fair value due to non-recovery, the result previously accumulated in the fair value adjustment account in equity is reclassified to profit or loss.
• Financial assets measured at amortized cost: this category includes financing granted to third parties, based on their nature, regardless of the type of borrower and the form of financing, including financial leasing transactions in which the entities included in the consolidation act as lessors. The entities included in the consolidation generally have a business model of holding the loans and credits they grant until their final maturity, which are therefore presented in the consolidated balance sheet at amortized cost (which includes the necessary adjustments to reflect estimated impairment losses).
iii. Classification of financial assets for presentation purposes
Financial assets are classified by nature under the following line items of the consolidated balance sheet:
| • | “Cash and Cash Equivalents” and “Compulsory deposits with the Brazilian Central Bank”: cash balances and demand deposit credit balances with Brazilian Central Bank (Bacen). |
| • | "Financial assets measured at amortized cost": this includes loans granted by the Bank, as well as financial leasing credits and other outstanding balances of financial nature owed to the Bank, such as checks drawn on financial institutions, credit balances with clearing houses and settlement agencies for stock exchange and organized market transactions, bonuses paid in cash, capital calls, fees and commissions receivables for financial guarantees, and outstanding balances resulting from transactions not originated through banking operations and services, such as rent collections and similar items. |
| • | “Loans and other receivables from credit institutions”: credits of any kind in the name of financial institutions. |
| • | “Loans and advances to customers”: this includes outstanding balances of all other credits and loans granted by the Bank, including transactions conducted in the open market through centralized counterparties. |
| • | “Debt instruments”: bonds and other securities that constitute a debt obligation for the issuer, yield interest, and are issued in either physical or book-entry form. |
| • | "Equity instruments": financial instruments issued by other entities, such as shares, which are of an equity nature for the issuer, excluding investments in subsidiaries, jointly-controlled entities, or associates. |
| • | “Derivatives”: this includes the fair value in favor of the Bank from derivatives that are not categorized as hedging instruments. |
| • | “Derivatives used as hedging instruments”: this includes the fair value in favor of the Bank from derivatives assigned as hedging instruments. |
| • | “Investments in associates and joint ventures”: this includes investments in jointly-controlled entities or associates. |
iv. Classification of financial liabilities for measurement purposes
Financial liabilities are classified, for measurement purposes, into one of the following categories:
• Financial Liabilities Measured at Fair Value through Profit or Loss: this category includes financial liabilities issued to generate short-term profit from their price fluctuations, financial derivatives not considered as hedge accounting, and financial liabilities arising from the direct sale of financial assets acquired under repurchase agreements or borrowed ("Short positions").
• Other financial liabilities at fair value through profit or loss: financial liabilities are included in this category when more relevant information is obtained, either by eliminating or significantly reducing recognition or measurement inconsistencies (“accounting differences”) arising from the measurement of assets or liabilities or from the recognition of gains or losses on them on different bases, or because there is a group of financial liabilities or financial assets and liabilities that is managed and whose performance is assessed based on fair value, in accordance with a documented risk management or investment strategy, and information about the Bank is provided to the Bank's key management professionals on the same basis.
• Financial liability at amortized cost: financial liabilities, regardless of their form and maturity, not included in any of the previous categories and arising from financing activities undertaken by financial institutions.
v. Classification of financial liabilities for presentation purposes
Financial liabilities are classified by nature under the following line items in the consolidated balance sheet:
• “Deposits from credit institutions”: deposits of any kind, including liabilities from loans and on-lending as well as funding raised in the open market, received from credit institutions.
| | Consolidated Financial Statements | December 31, 2024 | F - 22 |
*Values expressed in thousands, except when indicated
• “Customer deposits”: this includes deposits of any kind such as demand, savings, and time deposits, as well as open market transactions, received from customers.
• “Liabilities arising from securities”: this includes the value of bonds and other debt represented by tradable securities, except for subordinated liabilities.
• “Derivatives”: this includes the negative fair value balance of the Bank’s derivatives that are not part of hedge accounting.
• “Short positions”: this includes the value of financial liabilities arising from the direct sale of financial assets acquired under repurchase agreements or borrowed.
• "Capital-eligible debt instruments": the value of financing received which, in terms of payment priority, rank below ordinary debt. This category also encompasses financial instruments issued by the Bank which, despite being shares for legal purposes, do not satisfy the criteria to be categorized as equity.
• "Other financial liabilities": this includes the value of payment obligations characterized as financial liabilities not accounted for under other line items and liabilities subject to financial guarantee agreements, excluding those classified as questionable settlement.
• “Derivatives used as hedging instruments”: this includes the fair value of the Bank’s liabilities from derivatives assigned as hedging instruments.
• “Equity instruments”: financial instruments issued by other entities, such as shares, which are equity instruments for the issuer, except investments in subsidiaries, jointly controlled entities or associates.
d) Funding, issuances, and other liabilities
Funding instruments are initially recorded at their fair value, which is essentially regarded as the transaction price. They are subsequently measured at amortized cost (on an accrual basis) with its inherent expenses recognized as a financial cost.
Within the initial liability recognition criteria, attention should be given to composite instruments, which are classified as such because they comprise both a debt instrument (liability) and an embedded shareholders' equity component (derivative).
The registration of a composite instrument involves the combination of (i) a main instrument, which is recognized as a genuine liability of the entity (debt), and (ii) an equity component (derivative convertible into ordinary shares).
The issuance of "Notes" must be recorded in a specific liability account and adjusted based on the contracted rates, and recalibrated due to the impact of exchange rate variation, when issued in a foreign currency. All remunerations related to these instruments, such as interest and currency fluctuations (difference between the functional currency and the currency in which the instrument was denominated), must be recognized as expenses for the period, in accordance with the accrual basis of accounting.
Pertinent information regarding the issuance of these capital-eligible debt instruments is described in note 19.
e) 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 is deemed equivalent, until proven otherwise, to the transaction price. Financial instruments not measured at fair value through profit or loss are adjusted for transaction costs. Financial assets and liabilities are subsequently measured at the end of each period as follows:
i. Measurement of financial assets
Financial assets are measured at fair value, without deduction for estimated transaction costs that might be incurred upon their disposal, except for financial assets measured at amortized cost, equity instruments whose fair value cannot be determined in a sufficiently objective manner, and financial derivatives that have equity instruments of this kind as their underlying and are settled by delivering such instruments.
The “fair value” of a financial instrument on a given date is the price that would be received from the sale of an asset or would be paid for the transfer of a liability in a voluntary exchange among market participants on the measurement date. The most objective and common benchmark for the fair value of a financial instrument is the price that would be paid for it in an active, transparent, and significant market (“quoted price” or “market price”).
In the absence of a market price for a particular financial instrument, its fair value is estimated based on the valuation techniques commonly adopted by the international financial community, taking into account the specific characteristics of the instrument to be measured and, most importantly, the various types of risks associated with it.
All derivatives are recognized on the balance sheet at fair value from the transaction date. When the fair value is positive, they are recognized as assets; when negative, as liabilities. Changes in the fair value of derivatives since the transaction date are recognized in the "Gains (losses) on financial assets and liabilities" line item of the consolidated income statement. Specifically, the fair value of standard financial derivatives included in the portfolios of financial assets or liabilities measured at fair value through profit or loss is deemed equivalent to their daily quoted price; if, under exceptional circumstances, should it be unfeasible to ascertain the quoted price on a specific date, these derivatives are measured using methods similar to those employed for valuing derivatives traded in the over-the-counter market.
| | Consolidated Financial Statements | December 31, 2024 | F - 23 |
*Values expressed in thousands, except when indicated
The fair value of over-the-counter traded derivatives is deemed to be the aggregate of the instrument's future cash flows, discounted to their present value on the measurement date (referred to as "present value" or "theoretical close"), employing commonly used financial market valuation techniques such as Net Present Value (NPV), option pricing models, and other methods.
"Financial assets measured at amortized cost" are measured at amortized cost utilizing the effective interest method. The "amortized cost" is the acquisition cost of a financial asset or liability, either increased or decreased, as applicable, by the principal repayments and cumulative amortization (included in the income statement) of the difference between the initial cost and the maturity value. In the case of financial assets, the amortized cost also includes any reductions for impairment or inability to collect. For financial assets measured at amortized cost that are subject to fair value hedging, the fair value changes of these assets associated with the hedged risk(s) are recognized.
The "Effective interest rate" is the discount rate that exactly matches the initial value of the financial instrument when compared to the projected cash flows from various sources throughout its residual useful life. In the case of fixed-income financial instruments, the effective interest rate coincides with the contractual interest rate stipulated on the contract date, plus, as applicable, fees and transaction costs which, given their nature, are part of their financial yield. For equity financial instruments, the effective interest rate coincides with the prevailing return rate on all commitments until the following interest adjustment reference date.
Equity instruments for which fair value cannot be measured in a sufficiently objective manner are measured at acquisition cost, adjusted, as appropriate, for impairment losses related thereto.
The values at which financial assets are recognized correspond, in all material respects, to the Bank's maximum credit risk exposure as of the date of each financial statement. Furthermore, the Bank has secured guarantees and additional credit support to mitigate its exposure to credit risk, predominantly comprising mortgages, cash collateral, equity instruments, sureties, assets leased under leasing and rental agreements, assets acquired under repurchase agreements, securities lending, and derivatives.
ii. Measurement of financial liabilities
In general, financial liabilities are measured at amortized cost, as previously defined, except for those included under the line items "Financial liabilities measured at fair value through profit or loss" and "Other financial liabilities measured at fair value through profit or loss," as well as financial liabilities designated as hedging instruments, which are measured at fair value.
iii. Recognition of fair value changes
As a general rule, changes in the book value of financial assets and liabilities are recognized in the consolidated income statement. These are distinguished between those arising from the interest provisioning and similar gains - recognized under the line item "Interest and Similar Income" or "Interest and Similar Expenses," as applicable - and those derived from other factors, recognized at their net value under the line item "Gains (Losses) on Financial Assets and Liabilities (Net).
Adjustments due to fair value changes related to financial assets measured at fair value through Other Comprehensive Income are temporarily recognized in equity under the line item "Other Comprehensive Income." Items debited or credited to this account remain in the Bank's consolidated shareholders' equity until the respective assets are written off, at which point they are debited to the consolidated income statement.
iv. Hedging transactions
The consolidated entities make use of financial derivatives for the following purposes: (i) to provide these instruments to clients who request them for managing their market and credit risks; (ii) to employ them in the risk management of their own positions and the assets and liabilities of the Bank's entities (Derivatives used as hedging instruments); and (iii) to achieve gains from price fluctuations of these derivatives (Derivative financial instruments).
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 instrument provides protection against one of the three types of exposure listed below:
a. Changes in the fair value of assets and liabilities as a result of fluctuations, among others, in interest rates and/or the exchange rate to which the position or balance being hedged is subject (fair value hedge);
b. Changes in the projected cash flow stemming from financial assets and liabilities, commitments, and anticipated transactions that are highly likely (cash flow hedging);
c. Net investment in an overseas venture (hedging of a net investment in an overseas operation).
| | Consolidated Financial Statements | December 31, 2024 | F - 24 |
*Values expressed in thousands, except when indicated
2. When it is effective in offsetting the inherent exposure associated with the item or protected position over the entire anticipated duration of the hedge, that is:
a. On the date of the agreement, the hedge is expected to be highly effective under normal circumstances (prospective effectiveness).
b. There is sufficient evidence that the hedge remained effective throughout the entire period for which the hedge or hedged item was designated (retrospective effectiveness).
3. There must be adequate documentation proving the specific designation of the financial derivative for the hedging of certain balances or transactions, and the manner in which this effective protection was expected to be achieved and measured, contingent upon its conformity with the Bank's own risk management practices.
Changes in the value of financial instruments eligible for hedge accounting are recognized as follows:
a. For fair value hedging, both gains and losses on the hedge instruments and the hedged items (attributable to the type of risk being hedged) are recognized directly in the consolidated statement of income.
b. For cash flow hedging, the effective portion of the change in the value of the hedging instrument is temporarily recognized in equity under the line item "Other Comprehensive Income - Cash Flow Hedging" until the forecasted transactions occur, at which point this portion is then recorded in the consolidated income statement, unless the forecasted transactions lead to the recognition of non-financial assets or liabilities, in which case this portion will be included in the cost of the non-financial asset or liability. The ineffective portion of the change in the value of foreign exchange hedging derivatives is recognized directly in the consolidated income statement.
c. The ineffective portion of gains and losses on hedge instruments related to cash flow hedging and hedges of a net investment in an overseas operation is recognized directly in "Gains (losses) on financial assets and liabilities (net)" in the consolidated income statement.
If a derivative designated as a hedging instrument ceases to meet the previously described requirements as a result of expiration, ineffectiveness, or for any other reason, such derivative will be reclassified as a derivative measured at fair value through profit or loss.
Upon discontinuation of fair value hedge accounting (whether due to revocation, expiration, sale, or failure to continue meeting accounting hedge criteria), the previously recognized adjustments to the hedged item are transferred to the profit and loss account, using the recalculated effective interest rate at the date of the hedge's termination. The adjustments must be fully amortized by the maturity date.
When cash flow hedging operations are discontinued, any cumulative gain or loss on the hedge instrument recognized in equity under the line item "Other Comprehensive Income" (from the time the hedge was established and deemed effective) is immediately recognized in the profit and loss account.
For the accounting and disclosure of hedge accounting structures on December 31, 2024, the Bank used the option of IFRS 9 to maintain the practices determined by IAS 39.
f) Write-off of financial assets and liabilities
Financial Asset Write-Off
The Bank writes off a financial asset when the contractual rights to the cash flows from the asset expire or when it transfers the rights to receive the contractual cash flows in a transaction in which substantially all risks and rewards associated with the financial asset's ownership are transferred, or in which the Bank neither transfers nor retains substantially all the risks and rewards of the financial asset's ownership and does not maintain control over the financial asset.
On derecognition of a financial asset, the difference between the carrying amount of the asset (or carrying amount allocated to the portion of the asset derecognized) and the sum of (i) the consideration received (including any new asset obtained, less any new liability assumed) and (ii) any accumulated gains or losses recognized in “Other Comprehensive Income” is recorded in profit or loss.
Any gains/losses accumulated and recognized in "Other Comprehensive Income" related to equity instruments measured at fair value through Other Comprehensive Income are not recorded in the profit and loss statement upon the disposal of these securities.
The Bank engages in transactions in which it transfers assets recognized on its balance sheet, but retains all or substantially all the risks and rewards of the transferred assets or a portion thereof. In these cases, the transferred assets are not written off. Examples of such transactions include the assignment of loan portfolios with joint liability. In transactions where the Bank neither retains nor substantially transfers all the risks and rewards of ownership of a financial asset and retains control of the asset, the Bank continues to recognize the asset based on the degree of its ongoing engagement, determined by the extent to which it is exposed to changes in the value of the transferred asset.
Financial asset write-off due to credit assignment
The accounting treatment for the transfer of financial assets depends on the extent to which the risks and rewards associated with the transferred assets have been transferred to third parties:
| | Consolidated Financial Statements | December 31, 2024 | F - 25 |
*Values expressed in thousands, except when indicated
If the Bank transfers substantially all the risks and rewards to third parties, execute an unconditional sale of financial assets, engage in the sale of financial assets under an agreement stipulating their repurchase at fair value on the repurchase date, conduct the sale of financial assets with a call option purchase or a put option sale that is significantly out of the money, or securitization of assets in which the transferor does not retain a subordinated debt or provide credit enhancement to the new holders, and other similar cases, the transferred financial asset is written off, and any rights or obligations retained or created in the transfer are recognized simultaneously.
If the Bank retains substantially all the risks and rewards associated with the transferred financial asset, such as financial asset sales under an agreement stipulating their repurchase at a fixed price or at the sale price plus interest, a securities lending agreement in which the borrower pledges to return the same assets or similar assets, and other similar situations, the transferred financial asset is not written off and continues to be measured using the same criteria as before the transfer. However, the following items are recognized:
A corresponding financial liability, for an amount equal to the consideration received; this liability is thereafter measured at amortized cost.
The revenue from the transferred financial asset not written down and any expense incurred with the new financial liability.
If the Bank does not transfer or substantially retain all the risks and rewards associated with the transferred financial asset - such as the sale of financial assets with a purchased call option or a written put option that is not significantly out of the money, securitization of assets in which the assignor retains a subordinated debt or another type of credit enhancement related to a portion of the transferred asset, and other similar scenarios - a distinction is then drawn as follows:
If the assignor does not retain control of the transferred financial asset, the asset is written off, and any rights or obligations retained or created in the transfer are recognized.
If the assignor retains control, it continues to recognize the transferred financial asset at a value equivalent to its exposure to value fluctuations and recognizes a financial liability associated with the transferred financial asset. The net carrying amount of the transferred asset and the corresponding liability is the amortized cost of the retained rights and obligations if the transferred asset is measured at amortized cost, or the fair value of the retained rights and obligations if the transferred asset is measured at fair value.
Financial Liabilities Write-Off
The Bank writes off a financial liability when its contractual obligations are extinguished, annulled, or reach their maturity.
g) Offsetting of assets and liabilities
Financial assets and liabilities are offset, that is, recorded in the balance sheet at their net value, only if the Bank and its subsidiaries currently have a legally enforceable right to offset the recognized amounts and intend to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Offsetting and Settlement Agreements for Obligations – IFRS 07 – Derivative Instruments (Disclosure) - Banco Santander has netting and settlement agreements for obligations within the National Financial System ("SFN"), signed with both natural and legal persons, whether part of the SFN or not, resulting in increased financial settlement assurance with the parties that have such agreements. These agreements stipulate that, in the event of counterparty default, the payment obligations to Banco Santander arising from credit and derivative transactions will be offset by Banco Santander's payment obligations to the counterparty.
The table below provides details of the financial assets and liabilities subject to offsetting as of December 31, 2024 and 2023:
| Schedule of financial assets and liabilities subject to offsetting | |||
| Thousand of Reais | 2024 | ||
| Assets: | Financial assets, gross | Financial assets offset in the balance sheet | Financial assets, net |
| Derivatives | 42,380,547 | (2,174,248) | 40,206,299 |
| Liabilities: | Financial liabilities, gross | Financial liabilities offset in the balance sheet | Financial liabilities, net |
| Derivatives | 41,584,522 | (2,174,248) | 39,410,274 |
| Thousand of Reais | 2023 | ||
| Assets: | Financial assets, gross | Financial assets offset in the balance sheet | Financial assets, net |
| Derivatives | 30,038,424 | (743,702) | 29,294,722 |
| Liabilities: | Financial liabilities, gross | Financial liabilities offset in the balance sheet | Financial liabilities, net |
| Derivatives | 25,684,129 | (743,702) | 24,940,427 |
| | Consolidated Financial Statements | December 31, 2024 | F - 26 |
*Values expressed in thousands, except when indicated
h) Non-recoverable financial assetsrment of financial assets
i. Definition
A financial asset is deemed non-recoverable when objective evidence exists of events that:
• Cause an adverse impact on estimated future cash flows at the date of the transaction, in the case of debt instruments (loans and debt securities).
• Indicate that their book value cannot be fully recovered, in the case of equity instruments.
• Arise from the breach of loan agreement clauses or terms, and
• In the event of bankruptcy proceedings.
As a general rule, whenever the aforementioned events are observed, the carrying amount of non-recoverable financial assets is adjusted by recording a provision for loss as a debit to the expense under "Impairment losses on financial assets (net)" in the consolidated income statement. The reversal of previously recorded losses is recognized in the consolidated income statement in the period in which the impairment decreases and can be objectively associated with a recovery event.
ii. Debt instruments recorded at amortized cost
The value of a loss for the determination of the recoverable amount of a debt instrument measured at amortized cost is equal to the difference between its carrying amount and the present value of its projected future cash flows (excluding future credit losses not yet incurred), discounted at the financial asset's original effective interest rate (i.e., the effective interest rate calculated at initial recognition), presented as a reduction in the asset's balance and recognized in the income statement.
When projecting future cash flows for debt instruments, the following factors are taken into consideration:
• All values expected to be obtained over the residual life of the instrument, including, where applicable, the guarantees provided. The loss due to non-recovery further considers the likelihood of collecting provisioned interest receivables;
• The various types of risks to which each instrument is subject; and
• The circumstances under which collections are expected to be executed.
These cash flows are then discounted at the effective interest rate of the transaction.
Specifically regarding the adjustment in the recoverable amount resulting from the materialization of the insolvency risk of counterparties (credit risk), a debt instrument is deemed non-recoverable due to insolvency when there is evidence of a deterioration in the counterparty's payment capacity, whether due to being overdue or for other reasons.
The Bank, through its risk management division, implements policies, methods, and procedures to mitigate its exposure to credit risk arising from insolvency attributable to counterparties.
These policies, methods, and procedures are applied in the issuance, examination, and documentation of debt instruments, contingent liabilities, and other commitments, in the identification of recoverable value, and in the calculation of the amounts needed to cover the respective credit risk.
| | Consolidated Financial Statements | December 31, 2024 | F - 27 |
*Values expressed in thousands, except when indicated
The procedures applied in the identification, measurement, control, and mitigation of credit risk exposure are based on an individual level or grouped by similarity.
• Customers under individualized management: Wholesale clients, financial institutions, and certain companies. Risk management is performed through an analysis enhanced by decision-support tools that rely on internal risk assessment models.
• Customers under standardized management: this category includes individuals and entities not classified as individualized customers. The approach to risk management employs automated models for decision-making and assessing internal risk. These models are supplemented by specialized analyst teams in instances where the model's comprehensiveness or accuracy falls short. Loans associated with standardized customers are generally classified as non-recoverable when there is a historical record of losses and are overdue by more than 90 days.
With regard to the provision for credit risk impairment losses, the Bank assesses all loans. Loans are either assessed individually for impairment or assessed collectively for impairment. Loans recorded at amortized cost that are not assessed individually for impairment are assessed collectively for impairment and are grouped together considering similarity of risk. Loans assessed individually for impairment are not included in balances assessed collectively for impairment.
In assessing impairment losses on loans on an individual basis, the Bank takes into account the borrower's conditions, including their economic and financial status, level of indebtedness, capacity for income generation, cash flow, management, corporate governance, and the quality of internal controls, payment history, industry experience, contingencies, and credit limits, as well as other relevant characteristics pertaining to assets, including their nature and purpose, type, adequacy, and liquidity level guarantees, as well as the total credit value, and also based on historical experiences of impairment losses and other known circumstances at the time of assessment.
To calculate the impairment loss on loans collectively assessed for impairment, the Bank categorizes financial assets into groups based on their credit risk characteristics and similarities. This classification considers various factors, including the segment, type of assets, collateral, and other elements associated with the historical experience of impairment losses and other known circumstances at the time of assessment.
In certain instances, the observable data required to estimate the loss amount due to an impairment of a financial asset may be limited or may no longer be entirely relevant to the current circumstances.
In these instances, the entity employs its judgment-based experience to estimate the value of any impairment losses. Similarly, the entity utilizes its judgment-based experience to adjust the observable data for a group of financial assets to accurately reflect the current circumstances.
The impairment loss is calculated using statistical models that consider the following factors:
• Exposure at Default (EAD) - this is the amount of risk exposure on the date the borrower defaults. The duration of the default is incorporated into the calculation of the "Probability of Default" (PD).
• In accordance with IFRS, the exposure level used for this calculation is the actual exposure as disclosed in the balance sheet.
• Probability of Default (PD) - this is the likelihood that the borrower will not meet their obligations for principal and/or interest payments.
The Probability of Default is determined using a one-year time horizon for transactions classified under stage 1, as well as over the lifetime of the asset (stages 2 and 3); that is, it quantifies the probability of the borrower defaulting. A loan is considered to be in default if either the principal or interest is overdue by ninety days or more, or if the loan is outstanding and there are significant doubts regarding the counterparty's solvency (subjective doubtful assets).
• Loss Given Default (LGD) - this refers to the loss incurred upon default.
The LGD calculation is based on the net write-offs of non-performing loans, factoring in the collateral associated with the loans, the income and expenses related to the recovery process, and the point in time when the default occurs.
• Loss Identification Period (LIP) - this refers to the interval between the occurrence of a loss event and the identification of evidence substantiating that loss. In other words, it delineates the time span from when a credit loss event occurs to when such loss is conclusively confirmed.
Furthermore, before writing off non-performing loans (which is done only after the Bank has exhausted all recovery efforts), a full provision is made for the remaining outstanding amount of the loan so that the loan loss provision fully covers the losses. Accordingly, the Bank understands that its loan loss provision methodology was developed to match its risk metrics and capture loans that could potentially show impairment.
iii. Debt instruments or equity instruments classified as financial assets measured at fair value through Other Comprehensive Income
The difference between the amortized cost and the fair value of debt instruments or equity instruments classified as financial assets measured at fair value through Other Comprehensive Income is recognized in equity, under the identically titled line item.
| | Consolidated Financial Statements | December 31, 2024 | F - 28 |
*Values expressed in thousands, except when indicated
When there is objective evidence indicating that the previously mentioned differences are attributable to an impairment loss recognized due to a decline in fair value from non-recovery, these are no longer recognized in equity and are reclassified to the consolidated statement of profit or loss at the cumulative amount as of that date. Losses deemed permanent on an investment in equity instruments are not reversed in subsequent periods.
i) Repurchase agreements
Purchases (sales) of financial assets under a non-optional repurchase (repo) agreement at a fixed price are recognized in the consolidated balance sheet as investments (funding) in repurchase agreements, depending on the nature of the debtor (creditor), classified under the line items "Cash and Cash Equivalents and compulsory deposits with the Brazilian Central Bank," "Loans and other receivables from credit institutions," or "Loans and advances to customers", (“Deposits from credit institutions” or “Customer deposits”).
Differences between purchase and sale prices are recognized as interest income over the contract period.
j) Lease Accounting – IFRS 16
I. Lease Identification
Upon adopting IFRS 16, the Bank recognizes lease liabilities in accordance with the principles of IFRS 16 - Leases.
The following exemptions from recognition are also being applied:
• Accounting for leases with a remaining lease term of less than 12 months as short-term leases;
• The accounting for leases of low-value underlying assets.
The Bank enters into leases for properties and equipment. Predominantly, the assets covered by these lease agreements are real estate properties associated with the branches.
Banco Santander does not hold any right-of-use assets that fall under the definition of investment properties.
II. Lease term
Lease agreements are formalized, analyzed, and renegotiated on an individual basis, encompassing a broad range of distinct terms and conditions. The Bank assesses the lease term, as well as its intention to continue occupying the properties. Consequently, lease term estimates may vary in accordance with contractual conditions, considering extension options and legal provisions.
The Bank considers that penalties for early termination of contracts charged before the maturity date do not represent a significant component.
Lease agreements do not contain restrictive clauses, but leased assets cannot be used as collateral for loans.
III. Initial Measurement
Upon initial recording, leases are recognized as a right-of-use asset and a corresponding liability on the date the leased asset becomes available for use by the Group.
The right-of-use asset to be recognized is measured at its cost, counterbalanced by the lease liability, which represents the present value of the lease payments not yet made as of the date. Lease payments are discounted using the lessee's incremental borrowing rate. There are no onerous contracts that required an adjustment to the right-of-use assets to be recognized at the date of initial adoption.
The right-of-use assets are measured at amortized cost as per the following:
• The initial measurement value of the lease liability;
• Any lease payment made on or before the start date, net of any incentives received;
• Any initial costs directly attributable; and
• Restoration costs, if the criteria of IAS 37 are fulfilled for the recognition of Provisions, Contingent Liabilities, and Contingent Assets.
The Santander Group adopts as the incremental borrowing rate the interest rate it would incur to borrow the necessary funds to obtain an asset of similar value to the leased asset, under equivalent terms, collateral, and economic conditions. This rate is represented within Santander Brasil by the funding cost curve of a free asset, applied on an individual basis to each lease agreement in accordance with the projected lease term estimates.
| | Consolidated Financial Statements | December 31, 2024 | F - 29 |
*Values expressed in thousands, except when indicated
Lease liabilities include the net present value of the following lease payments:
• Fixed payments net of any incentive;
• Variable payments based on a rate or index;
• Payments expected to be made by the lessee, based on the residual value of guarantees;
• The exercise price of a call option, if the lessee has reasonable assurance about the option's exercise; and
• Penalty payments for lease termination if the lease term reflects the exercise of the option by the lessee.
Lease liabilities are primarily adjusted for inflation (IGP-M), with the estimated projections as of the base date of December 31, 2024 detailed below:
| Schedule of lease liability restated for inflation | |
| IGP-M forecast | |
| Up to 3 months | 1.6% |
| From 3 to 12 months | 6.2% |
| From 1 year to 3 years | 4.0% |
| From 3 years to 5 years | 4.0% |
| Over 5 years | 4.0% |
IV. Subsequent Measurement
After the initial measurement, the values of the assets recorded as right of use are being updated using the cost method, thus any accumulated depreciation is deducted monthly, in accordance with the criteria of IAS 16 / CPC 27 - Fixed Assets on asset depreciation right of use and corrected any remeasurement of the lease liability, where applicable.
The lease liability initially recorded is updated monthly by increasing the amount of the liability for the interest portion of each lease agreement and reducing the amount of monthly lease payments and corrected for any lease remeasurement, when applicable.
The lease liability is remeasured, in the event of changes in the lease term or contract value, the amount resulting from the new determination of the lease liability is recorded as a contra entry to the corresponding right-of-use asset.
Use rights are subject to an impairment test.
k) Non-current assets held for sale
Non-current assets held for sale comprise the carrying amount of individual items, or groups of assets designated for disposal, or items that are part of a business unit targeted for disposal ("Discontinued operations"), where the sale in their current condition is highly probable and expected to take place within one year. Real estate or other non-current assets acquired by the consolidated entities in full or partial settlement of their debtors' payment obligations are classified as non-current assets held for sale through auctions, which typically take place within one year.
Non-current assets held for sale are measured at whichever is lower between the fair value minus selling costs and the carrying amount at the date they are classified in this category. These assets are not subject to depreciation.
Impairment losses of an asset or disposal group due to a reduction in their carrying amount to fair value (minus selling costs) are recognized in "Gain/(Loss) on Disposal and Expenses for Non-Current Assets Held for Sale Not Classified as Discontinued Operations" in the consolidated statement of profit or loss. Gains from a non-current asset held for sale, arising from subsequent increases in fair value (minus selling costs), increase its carrying amount and are recognized in the consolidated statement of profit or loss up to the amount equivalent to the previously recognized impairment losses.
I) Residual maturity periods and average interest rates
The analysis of the maturities of the balances of certain items in the consolidated balance sheets at the end of the years 2024 and 2023 is reported in note 43-d.
| | Consolidated Financial Statements | December 31, 2024 | F - 30 |
*Values expressed in thousands, except when indicated
m) Tangible asset
Tangible asset comprise the value of buildings, land, furniture, vehicles, computer hardware, and other equipment owned by the Bank. This category also includes tangible assets received by the Bank in full or partial settlement of financial assets representing receivables from third parties, which are intended for sustained use, as well as tangible assets acquired under finance leases, which are presented at their acquisition cost, minus their respective accumulated depreciation and any impairment losses (net book value exceeding the recoverable amount).
Depreciation is calculated using the straight-line method, based on the acquisition cost of the assets minus their residual value. Land on which buildings and other structures are situated has an indefinite useful life and, therefore, is not subject to depreciation.
The depreciation expense for tangible assets is recognized in the consolidated statement of income and is calculated primarily by applying the following depreciation rates (based on the average estimated useful life of the various assets):
| Schedule of estimated average years of useful life of the different assets | ||||||
| Annual Rate | ||||||
| Buildings for own use | 4% | |||||
| Furniture | 10% | |||||
| Fixtures | 10% | |||||
| Office and IT equipment | 20% | |||||
| Improvements on third-party properties | 4% or until the contract’s expiration date |
At the end of each reporting period, the Bank assesses whether there are any indications that its tangible assets may be subject to impairment, that is, when an asset's carrying amount exceeds its recoverable amount, whether through use or sale.
Once a reduction in the recoverable amount of the tangible asset is identified, it is adjusted to its recoverable amount by recognizing an accounting loss for the reduction in its recoverable amount, recorded under 'Impairment losses on other assets (net).' Furthermore, the depreciation value of said asset is recalculated to adjust the value of the asset's useful life.
In cases where there is evidence or indication of a recovery in the value of a tangible asset, the Bank recognizes the reversal of the impairment loss previously recorded and must adjust future depreciation expenses in line with the asset's remaining useful life. Under no circumstances may the reversal of an impairment loss on an asset increase its carrying amount beyond what it would have been had no impairment loss been recognized in prior periods.
Maintenance and preservation expenses for self-used fixed assets are recognized as expenses in the period in which they are incurred.
n) Intangible assets
Intangible assets are identifiable non-monetary assets (separable from other assets) without physical substance, arising from business combinations or internally developed software, with either a finite or indefinite useful life. Recognition is limited to those assets whose acquisition cost can be reliably measured and for which the consolidated entities deem it probable that future economic benefits will be generated.
Intangible assets are initially recognized at their acquisition or production cost and are subsequently measured net of any accumulated amortization and any impairment losses.
I. Goodwill
In the acquisition of an investment in a subsidiary, any difference between the investment cost and the investor's share in the net fair value of the identifiable assets, liabilities, and contingent liabilities of the invested entity (whether a subsidiary or an associate) is recognized in accordance with IFRS 3, 'Business Combinations'.
Goodwill is recognized only when the amount of the consideration acquired from the investee exceeds the fair value at the date of acquisition, and therefore represents a payment made by the acquirer in anticipation of future economic benefits from assets of the acquired entity that cannot be individually identified and separately recognized.
Annually or whenever there is any indication of loss to recoverable value, goodwill is tested for impairment (recoverability test) and if any loss exists, goodwill is written off and recognized as Losses on other assets (net) - Other intangible assets in the Consolidated Statement of Income.
Adjustments to the net fair value of identifiable assets, liabilities, and contingent liabilities of the invested entity in comparison to their carrying amount are individually allocated to the acquired identifiable assets and the assumed liabilities based on their respective fair values at the acquisition date.
| | Consolidated Financial Statements | December 31, 2024 | F - 31 |
*Values expressed in thousands, except when indicated
In instances of business combinations executed in stages, the previously held equity interest in the acquired entity is remeasured at its fair value on the acquisition date at which control of said acquired entity is secured.
II. Other intangible assets
This represents an identifiable, non-monetary asset that lacks physical substance. It primarily originates from software development and the acquisition of rights capable of generating economic benefits for the Bank. These assets may possess either a finite or indefinite useful life.
Other intangible assets are classified as having an indefinite useful life when, following a comprehensive analysis of all relevant factors, it is determined that there is no foreseeable limit to the period during which the asset is expected to generate cash inflows for the Bank. In all other instances, these assets are considered to have a finite useful life.
Intangible assets with an indefinite useful life are not amortized: at the end of each reporting period, the entity reviews the classification as having an indefinite useful life. If this classification is maintained, these assets are subject to annual impairment tests to determine their recoverable amount (IAS36).
Intangible assets with a defined useful life are amortized over their useful life using methods similar to those applied for depreciating tangible assets. The amortization expense is recognized under the line item "Depreciation and Amortization" in the consolidated statement of income.
At the end of each reporting period, the Bank assesses whether there are any indications that intangible asset items may have suffered an impairment, that is, an asset whose carrying amount exceeds its recoverable amount. Should any impairment be identified, the asset is adjusted to its recoverable amount.
The measurement of the recoverable amount of other intangible assets - such as software - is conducted based on their value in use, as well as an analysis of the asset's discontinuation in relation to the Bank's operations.
Software acquisition and development costs are amortized over a maximum period of 5 years.
o) Other assets
This includes the balance of all advances and provisioned income (excluding provisioned interest), relationships with acquired customers, the net value of the difference between pension plan obligations and the plan assets' value when this balance is in favor of the entity, provided that the net value is to be disclosed on the consolidated balance sheet, and the value of any other amounts and assets not categorized under other items.
The Bank employs the value in use of customer relationships as the basis for measuring the recoverable amount, as it is not reasonably possible to determine the net sales value, given the absence of a reliable basis for estimating the value to be realized from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. The value in use of customer relationships acquired through the purchase of "payrolls" is determined on an individual basis. An analysis is conducted by the business areas with the aim of demonstrating the expected generation of future economic benefits and the present value of the expected cash flows. These analyses are reviewed quarterly, based on the actual cash flows of each business (value in use), which are then compared with the carrying amount to assess whether an impairment loss needs to be recognized.
p) Insurance contracts
Insurance contracts recognized by the Bank are considered onerous, in accordance with the provisions established by IFRS 17. An insurance contract is deemed onerous at the date of initial recognition if the cash flows allocated for fulfillment, any previously recognized acquisition cash flows, and any cash flows arising from the contract at the date of initial recognition collectively result in a net outflow. A loss is recognized in profit or loss for the net outflow associated with the group of onerous contracts, which leads to the carrying amount of the liability for the group being equal to the fulfillment cash flows, and the contractual service margin of the group being zero.
q) Provisions for judicial and administrative proceedings, commitments, and other provisions
Banco Santander and its subsidiaries are engaged in judicial and administrative proceedings related to tax, labor, and civil matters, stemming from the ordinary course of their operations.
Provisions are reassessed at each balance sheet date to reflect the most accurate current estimate and may be fully or partially reversed or reduced when it becomes improbable that resource outflows and related obligations will occur. This includes situations such as the expiration of legal deadlines, the issuance of final judgments in legal proceedings, among others.
Judicial and administrative provisions are recognized when the risk of loss from judicial or administrative proceedings is assessed as probable, and the amounts involved can be estimated with sufficient certainty based on the nature, complexity, and historical outcomes of the proceedings, as well as the opinions of both internal and external legal advisors and the best available information. For cases where the risk of loss is considered possible, provisions are not recognized, but the relevant information is disclosed in the notes to the financial statements. For cases where the risk of loss is deemed remote, disclosure is not required.
| | Consolidated Financial Statements | December 31, 2024 | F - 32 |
*Values expressed in thousands, except when indicated
Contingent assets are not recognized in the accounting records, except in instances where there are tangible guarantees or favorable judicial rulings, with no possibility for further appeals, thereby rendering the gain as virtually certain. Contingent assets that have a probable likelihood of success, if any, are solely disclosed in the financial statements.
In cases of final judgments rendered in favor of Santander, the counterparty is entitled, upon fulfilling specific legal criteria, to initiate a rescission action within a timeframe prescribed by the legislation in effect. Rescission actions are treated as new legal proceedings and will be assessed for contingent liabilities if, and when, they are filed.
r) Other liabilities
Other liabilities include the balance of all accrued expenses and deferred income, excluding accrued interest, and the value of any other liabilities not classified under other categories.
s) Share-based compensation
The Bank has established long-term compensation plans with specific vesting conditions. These vesting conditions include: (i) service conditions, requiring that the participant remains employed throughout the vesting period; (ii) performance conditions, where the number of shares to be allocated to each participant is determined based on the evaluation of a performance metric of the Bank: the comparison of the Total Shareholder Return (TSR) of the Santander Conglomerate with the TSR of the Bank's main global competitors; and (iii) market conditions, as certain parameters are linked to the fair value of the Bank's shares. The Bank determines the fair value of the services provided by referencing the fair value of the equity instruments granted on the date of grant, taking into account the market conditions for each plan when estimating fair value.
Stock Settlement
The Bank measures the fair value of the services provided by referencing the fair value of the equity instruments granted on the grant date, factoring in market conditions for each plan when estimating fair value. To recognize personnel expenses against capital reserves over the vesting period, as services are received, the Bank considers the treatment of service conditions and recognizes the amount for services received during the vesting period, based on the most accurate estimate of the number of equity instruments expected to be granted.
Cash Settlement
For cash-settled share-based payments (in the form of share appreciation), the Bank measures the services provided and the corresponding liability incurred at fair value. This process captures the share appreciation from the grant date to the settlement date. The Bank reassesses the fair value of the liability at the end of each reporting period, and any changes in this amount are recognized in the period's results. To recognize personnel expenses against provisions for "salaries payable" throughout the vesting period, reflecting the receipt of services, the Bank records the total liability representing the best estimate of the number of share appreciation rights expected to be granted at the end of the vesting period and recognizes the value of services received during the vesting period, based on the best available estimate. The Bank periodically reviews its estimate of the number of share appreciation rights that will be granted at the end of the vesting period.
t) Recognition of income and expenses
The key criteria employed by the Bank for the recognition of its income and expenses are summarized below:
i. Interest and similar income and expenses
Interest and similar income and expenses are generally recognized on an accrual basis, using the effective interest rate method.
ii. Commissions, fees, and similar items
Fees and commission income and expenses are recognized in the income statement using criteria that vary according to their nature (notes 34 and 35). The key criteria are as follows:
| | Consolidated Financial Statements | December 31, 2024 | F - 33 |
*Values expressed in thousands, except when indicated
• Fee and commission income and expenses, associated with financial assets and financial liabilities measured at fair value through profit or loss, are recognized upon payment;
• Those arising from transactions or services provided over a period of time are recognized over the duration of these transactions or services; and
• Those related to services provided in a single transaction are recognized at the time the transaction is executed.
iii. Non-financial income and expenses
For accounting purposes, they are recognized on an accrual basis.
iv. Deferred collections and payments
Recognized for accounting purposes at the carrying amount derived from discounting expected cash flows at market rates.
v. Loan arrangement fees
Loan arrangement fees, including application and origination fees, are accrued and recognized in the income statement over the term of the loan. Specifically, for origination fees, the portion attributable to direct costs incurred in the loan contract is immediately recognized in the consolidated income statement.
u) Guarantees
u.1) Financial Guarantees
Financial guarantees are defined as contracts whereby an entity commits to making specific payments on behalf of a third party should that party fail to do so, irrespective of the various legal forms they may assume, including but not limited to guarantees, irrevocable documentary credits issued or confirmed by the entity, among others.
The Bank initially recognizes the fees associated with financial guarantees as liabilities on the consolidated balance sheet at fair value. This fair value is typically the present value of the fees, commissions, or interest expected to be received from these contracts over their term.
Financial guarantees, irrespective of the guarantor, the instrument, or any other circumstances, are subject to periodic reviews to assess the credit risk exposure and, where necessary, to determine the need for a provision. Credit risk is evaluated by employing criteria similar to those used for quantifying impairment losses on debt instruments measured at amortized cost.
The provisions established for these transactions are recognized under the line item "Provisions for Judicial and Administrative Proceedings, Commitments, and Other Provisions" in the consolidated balance sheet (note 22).
If a specific provision is required for financial guarantees, the corresponding commissions to be allocated are recognized under the line item "Financial liabilities at amortized cost - Other financial liabilities" in the consolidated balance sheet and are reclassified to the appropriate provision.
u.2) Guarantees and Credit Risk Mitigation Policy
Banco Santander performs credit risk management by utilizing guarantees in its operations. Each business unit is responsible for managing credit risk and formalizes the use of collateral in its credit policies.
Banco Santander employs guarantees to enhance its recovery capabilities in operations exposed to credit risk. The types of guarantees utilized include surety, property, legal structures with mitigation power, and offsetting agreements. Each year, the Bank conducts a review of its guarantee policies to reflect changes in the market, the characteristics of the assets pledged as collateral, and the conditions of these assets. These are examples of the technical parameters subject to review.
Credit limits are continuously monitored and adjusted in response to customer behavior. Consequently, potential loss amounts constitute a fraction of total available funds.
v) Assets under management, including investment and pension funds, managed by the Bank
Assets owned by third parties and managed by the consolidated entities are not presented in the consolidated financial statements. Management fees are included in “Fee and commission income” in the consolidated income statement. Note 43-b contains information on the third-party assets managed by the Bank.
| | Consolidated Financial Statements | December 31, 2024 | F - 34 |
*Values expressed in thousands, except when indicated
The investment funds and pension funds managed by the consolidated entities are not recorded in the consolidated financial statements since the related assets are owned by third parties. The fees and commissions earned in the year for the services rendered by the Bank entities to these funds (asset management and custody services) are recognized in the heading “Fee and commission income” in the consolidated income statement.
w) Post-employment benefits
The post-employment benefit plans include the commitments made by the Bank to: (i) supplement the benefits of the public pension system; and (ii) provide medical assistance in the event of retirement, permanent disability, or death to eligible employees and their direct beneficiaries.
Defined contribution plans
The defined contribution plan is a post-employment benefit plan under which the Bank and its subsidiaries, as the sponsoring entities, contribute fixed amounts to a pension fund. There is no legal or constructive obligation for the sponsoring entities to make additional contributions if the fund lacks sufficient assets to fulfill all benefits associated with services rendered in the current and prior periods.
The contributions made in this regard are recognized as "Interest and Similar Expenses" in the income statement.
Defined benefit plans
The defined benefit plan is a post-employment benefit plan that is not a Defined Contribution Plan, as detailed in note 21. Under this plan, the sponsoring entity has the obligation to deliver the agreed-upon benefits to employees, bearing the potential actuarial risk that the benefits may cost more than anticipated.
For defined benefit plans, the most recent update to IAS 19 - Employee Benefits has introduced significant changes in the accounting and disclosure of post-employment benefits, including the elimination of the corridor mechanism in the recognition of plan obligations, as well as modifications in the criteria for recognizing interest income on plan assets (valuation based on the actuarial obligation discount rate).
Additionally, full recognition is made in the liability account for actuarial losses (actuarial deficit) that have not been previously recognized, with a corresponding entry in the equity account under "Other Comprehensive Income".
Main Definitions
| - | The present value of a defined benefit obligation represents the present value, excluding any deduction of plan assets, of the expected future payments required to settle the obligation arising from the employee's service in both the current and prior periods. |
| - | Deficit or surplus represents: (a) the present value of the defined benefit obligation; minus (b) the fair value of the plan's assets. |
| - | The sponsoring entity may recognize the plan's assets on the balance sheet when they exhibit the following characteristics: (i) the fund's assets are sufficient to cover all obligations related to employee benefits of the plan or the sponsoring entity; or (ii) the assets are returned to the sponsoring entity with the objective of reimbursing it for benefits already disbursed to employees. |
| - | Actuarial gains and losses are changes in the present value of the defined benefit obligation stemming from: (a) experience adjustments (impacts of differences between the actuarial assumptions adopted and the actual outcomes); and (b) the effects of changes in actuarial assumptions. |
| - | The current service cost refers to the increase in the present value of the defined benefit obligation attributable to the employee's service during the current period. |
| - | The past service cost corresponds to the change in the present value of the defined benefit obligation for services provided by employees in prior periods, resulting from amendments to the plan or a reduction in the number of employees covered. |
Post-employment benefits are recognized in the income statement under Interest Expenses and Similar Expenses and Provisions (Net).
Defined benefit plans are recognized based on an actuarial study, conducted annually by an external consulting firm at the end of each financial year, and are effective for the subsequent period.
x) Other long-term employee benefits
Other long-term employee benefits, defined as obligations to early retirement beneficiaries - those who have ceased to render services to an entity but, without being legally retired, continue to hold economic rights with respect to the entity until they achieve legal retirement status - time-based bonuses for accounting purposes, as applicable, in accordance with the approach previously established for defined benefit post-employment plans, with the exception that all past service costs and actuarial gains and losses are recognized immediately (note 21).
| | Consolidated Financial Statements | December 31, 2024 | F - 35 |
*Values expressed in thousands, except when indicated
y) Termination benefits
Termination benefits are recognized when a detailed formal plan, identifying the fundamental changes to be implemented, is in place. Recognition occurs provided that the implementation of the plan has commenced, its key features have been publicly announced, or objective facts concerning its implementation have been disclosed.
z) Corporate Income Tax (IRPJ), Social Contribution on Net Profit (CSLL), Social Integration Program (PIS), and Contribution for the Financing of Social Security (COFINS)
The income tax expense is derived from the sum of Income Tax, Social Contribution, PIS, and COFINS. The current Income Tax and Social Contribution are determined by applying their respective rates to taxable income, while the rates for PIS and COFINS are applied to their specific calculation bases as defined in the relevant legislation. This calculation also includes adjustments for changes in deferred tax assets and liabilities as recognized in the consolidated income statement. For income tax expenses resulting from transactions directly recognized in equity, the corresponding tax effect is likewise recognized in equity.
The Corporate Income Tax (IRPJ) liability is calculated at a rate of 15%, plus an additional 10%, applied to the profit after making the adjustments required by tax legislation. The Social Contribution on Net Profit (CSLL) is calculated at a rate of 15% for financial institutions, private insurance companies, and capitalization entities, and 9% for other businesses, levied on the profit after the adjustments required by tax legislation have been considered.
The Social Contribution on Net Income (CSLL) rate for all banks, financial institutions, private insurance companies, and capitalization entities (businesses operating within the financial sector) was increased by 1% for the base period from August 1, 2022 to December 1, 2022, as stipulated by Provisional Measure No. 1,115/2022.
The Social Integration Program (PIS) and the Contribution for the Financing of Social Security (COFINS) are calculated at a combined rate of 4.65% on certain gross revenues and expenses. Financial institutions are allowed to deduct specific financial expenses when calculating the tax base for PIS and COFINS. PIS and COFINS are recognized as components of profit (net of certain income and expenses); thus, in accordance with IAS 12, they are accounted for as income tax.
Tax Assets and Liabilities (excluding provisions for taxes) classified as "Current" are tax amounts to be recovered and tax amounts payable over the coming 12 months.
Deferred tax assets and liabilities of IR and CS comprise temporary differences, identified as the amounts expected to be paid or recovered arising from differences between the carrying amounts of assets and liabilities and their respective tax bases, as well as accumulated tax credits and losses. These amounts are measured at the tax rates expected to be applied in the period when the asset is realized or the liability is settled, and are reassessed at each balance sheet date.
Deferred tax assets are recognized only to the extent that it is probable that the consolidated entities will generate sufficient future taxable profits against which these deferred tax assets can be utilized. Furthermore, deferred tax assets must not arise from the initial recognition (except in the context of a business combination) of other assets and liabilities in transactions that do not impact either the actual profit or the accounting profit. Other deferred tax assets, such as tax credits and accumulated tax losses, are only recognized if it is considered probable that the consolidated entities will have sufficient future taxable profits against which they can be utilized.
Income and expenses directly recognized in equity are accounted for as temporary differences.
The Bank's expectation for the realization of deferred tax assets is based on future results projections and underpinned by a technical study, as detailed in note 23.
aa) Consolidated statement of cash flows
The terms outlined below are employed in the Consolidated Statement of Cash Flows with the respective meanings:
• Cash flows: inflows and outflows of cash and cash equivalents, which are highly liquid financial investments subject to an insignificant risk of value changes and typically have a maturity of approximately three months or less from the original acquisition date.
• Operating activities: the principal activities that generate revenue for financial institutions and other activities that are not related to financing or investment activities.
• Investing activities: the acquisition and sale of long-term assets and other investments not included in cash and cash equivalents.
• Financing activities: activities that result in changes in the amount and composition of equity and liabilities that are not operating activities.
When preparing the consolidated statement of cash flows, highly liquid financial investments with insignificant risk of changes in their values were classified as “Cash and cash equivalents”. The Bank classifies as cash and cash equivalents the balances recorded in the items "Cash and reserves at the Central Bank of Brazil" and "Loans and other amounts with credit institutions" in the consolidated balance sheet, except for resources for restricted use and long-term operations term.
Interest paid and received corresponds to Banco Santander's operating activities.
| | Consolidated Financial Statements | December 31, 2024 | F - 36 |
*Values expressed in thousands, except when indicated
| 3. | Basis for consolidation |
Highlighted below are both the direct and indirect subsidiaries, as well as investment funds included in the Consolidated Financial Statements of Banco Santander. Similar information regarding entities accounted for using the equity method by the Bank is provided in note 11.
| Schedule of controlled entities and investment funds | |||||
| Number of Shares or Units Held (in Thousands) | 12/31/2024 | ||||
| Investments | Business Segment | Ordinary Shares and Quotas | Preferred Shares | Equity interest of Banco Santander | Ownership Interest |
| Controlled by Banco Santander | |||||
| Aymoré Crédito, Financiamento e Investimento S.A. | Financial | 50,159 | — | 100.00% | 100.00% |
| Esfera Fidelidade S.A. | Services Provision | 10,001 | — | 100.00% | 100.00% |
Return Capital Gestão de Ativos e Participações S.A. (New name for Gira, Gestão Integrada de Recebíveis do Agronegócio S.A.)
| Debt Collection and Credit Recovery Management | 486,010 | — | 100.00% | 100.00% |
| Em Dia Serviços Especializados em Cobrança Ltda | Debt Collection and Credit Recovery Management | 257,306 | — | 100.00% | 100.00% |
| Rojo Entretenimento S.A. | Service Provision | 7,417 | — | 95.00% | 95.00% |
| Sanb Promotora de Vendas e Cobrança Ltda. | Provision of Digital Media Services | 71,181 | — | 100.00% | 100.00% |
| Sancap Investimentos e Participações S.A. (Sancap) | Holding | 23,538,159 | — | 100.00% | 100.00% |
| Santander Brasil Administradora de Consórcio Ltda. (Santander Brasil Consórcio) | Consortium | 872,186 | — | 100.00% | 100.00% |
| Santander Corretora de Câmbio e Valores Mobiliários S.A. | Brokerage | 14,067,640 | 14,067,640 | 100.00% | 100.00% |
| Santander Corretora de Seguros, Investimentos e Serviços S.A. | Brokerage | 7,184 | — | 100.00% | 100.00% |
| Santander Holding Imobiliária S.A. | Holding | 558,601 | — | 100.00% | 100.00% |
| Santander Leasing S.A. Arrendamento Mercantil (Santander Leasing) | Leasing | 164 | — | 100.00% | 100.00% |
| F1RST Tecnologia e Inovação Ltda. | Provision of Technology Services | 241,941 | — | 100.00% | 100.00% |
| SX Negócios Ltda. | Provision of Call Center Services | 75,050 | — | 100.00% | 100.00% |
| Tools Soluções e Serviços Compartilhados LTDA | Services Provision | 192,000 | — | 100.00% | 100.00% |
| Subsidiaries of Aymoré Credit, Financing and Investment S.A. | |||||
| Banco Hyundai Capital Brasil S.A. | Bank | 150,000 | — | 50.00% | 50.00% |
| Solution 4Fleet Consultoria Empresarial S.A. | Tecnology | 500,411 | — | 100.00% | 100.00% |
| Subsidiary of Santander Leasing | |||||
| Banco Bandepe S.A. | Bank | 3,589 | — | 100.00% | 100.00% |
| Santander Distribuidora de Títulos e Valores Mobiliários S.A. | Securities Dealer | 461 | — | 100.00% | 100.00% |
| Subsidiaries of Sancap | |||||
| Santander Capitalização S.A. | Capitalization | 64,615 | — | 100.00% | 100.00% |
| Evidence Previdência S.A. | Pension | 42,819,564 | — | 100.00% | 100.00% |
| Subsidiary of Santander Corretora de Seguros | |||||
| América Gestão Serviços em Energia S.A. | Energy | 653 | — | 70.00% | 70.00% |
| Fit Economia de Energia S.A. | Energy Trading | 10,400 | — | 65.00% | 65.00% |
| Subsidiary of Santander Holding Imobiliária S.A. | |||||
| Summer Empreendimentos Ltda. | Real Estate | 17,084 | — | 100.00% | 100.00% |
| Subsidiary of Santander Distribuidora de Títulos e Valores Mobiliários S.A. | |||||
| Toro Corretora de Títulos e de Valores Mobiliários Ltda. | Broker | 21,559 | — | 59.64% | 59.64% |
| Toro Investimentos S.A. | Investments | 44,101 | — | 13.23% | 13.23% |
| Subsidiary of Toro Corretora de Títulos e de Valores Mobiliários Ltda. | |||||
| Toro Investimentos S.A. | Investments | 289,362 | — | 86.77% | 86.77% |
| Jointly Controlled by Sancap | |||||
| Santander Auto S.A. | Technology | 22,452 | — | 50.00% | 50.00% |
| Subsidiary of Toro Investimentos S.A. | |||||
| Toro Asset Management S.A. | Investments | 918,264 | — | 100.00% | 100.00% |
Consolidated Investment Funds
| • | Santander Fundo de Investimento Amazonas Multimercado Crédito Privado de Investimento no Exterior (Santander FI Amazonas); |
| • | Santander Fundo de Investimento Diamantina Multimercado Crédito Privado de Investimento no Exterior (Santander FI Diamantina); |
| • | Santander Fundo de Investimento Guarujá Multimercado Crédito Privado de Investimento no Exterior (Santander FI Guarujá); |
| | Consolidated Financial Statements | December 31, 2024 | F - 37 |
*Values expressed in thousands, except when indicated
| • | Santander Fundo de Investimento SBAC Referenciado DI Crédito Privado (Santander FI SBAC); |
| • | Santander Paraty QIF PLC (Santander Paraty) (2); |
| • | Prime 16 – Fundo de Investimento Imobiliário (current name of BRL V - Fundo de Investimento Imobiliário - FII) (1); |
| • | Santander FI Hedge Strategies Fund (Santander FI Hedge Strategies) (2); |
| • | Fundo de Investimento em Direitos Creditórios Multisegmentos NPL Ipanema VI - Não Padronizado (Fundo Investimento Ipanema NPL VI) (3); |
| • | Santander Hermes Multimercado Crédito Privado Infraestrutura Fundo de Investimentos; |
| • | Fundo de Investimentos em Direitos Creditórios Atacado – Não Padronizado (3); |
| • | Atual - Fundo de Investimento Multimercado Crédito Privado Investimento no Exterior; |
| • | Fundo de Investimentos em Direitos Creditórios – Getnet; |
| • | Agro Flex Fundo de Investimento em Direitos Creditórios (3); |
| • | San Créditos Estruturados – Fundo de Investimento em Direitos Creditórios Não Padronizado (3); |
| • | D365 – Fundo De Investimento em Direitos Creditórios (3); |
| • | Fundo de Investimento em Direitos Creditórios Tellus (3); |
| • | Fundo de Investimento em Direitos Creditórios Precato IV (3); |
| • | Santander Hera Renda Fixa Fundo Incentivado de Investimento em Infraestrutura Responsabilidade Limitada; |
| • | Ararinha Fundo de Investimento em Renda Fixa Longo Prazo; and |
| • | Hyundai Fundo de Investimento em Direitos Creditórios. |
| (1) | Banco Santander was listed as a creditor in certain overdue credit transactions that had real estate as collateral. The operation to recover these credits consisted of contributing the real estate as collateral to the capital of the Real Estate Investment Fund and subsequently transferring the Fund's shares to Banco Santander, through payment in kind for the aforementioned credit transactions. |
| (2) | Banco Santander, through its subsidiaries, holds the risks and benefits of Santander Paraty and its exclusive fund Santander FI Hedge Strategies, resident in Ireland, and both are fully consolidated in its Consolidated Financial Statements. Santander Paraty does not have its own equity position, and all records originate from the financial position of Santander FI Hedge Strategies. |
| (3) | Fund controlled by Return Capital Gestão de Ativos e Participações S.A. |
Corporate actions have been undertaken to reorganize the operations and activities of the entities in accordance with the business plan of the Santander Conglomerate.
| a) | Incorporation of Return Capital S.A. by Return Capital Gestão de Ativos e Participações S.A. |
On September 30, 2024, Return Capital S.A. (“Return Capital”) was fully incorporated by Return Capital Gestão de Ativos e Participações S.A. (new name of Gira, Gestão Integrada de Recebíveis do Agronegócio S.A.) (“Return Participações”). The incorporation resulted in an increase in the share capital of Return Participações, in the amount of R$8,540,942,366.72 (eight billion, five hundred and forty million, nine hundred and forty-two thousand, three hundred and sixty-six reais and seventy-two centavos), through the issuance of 439,224,359 (four hundred and thirty-nine million, two hundred and twenty-four thousand, three hundred and fifty-nine) new common shares. As a result of the incorporation, Return Capital was extinguished by operation of law, being succeeded by Return Participações in all its rights and obligations.
| b) | Incorporation of Mobills Labs Soluções Em Tecnologia Ltda by Toro Investimentos S.A. |
On June 30, 2024, Mobills Labs Soluções em Tecnologia Ltda. (“Mobills Labs”) was fully incorporated and its equity was absorbed by its direct parent company, Toro Investimentos S.A. (“Toro Investimentos”), in accordance with the conditions established in the Protocol and Justification of the transaction. The implementation of the full incorporation of Mobills Labs did not imply an increase in the share capital of Toro Investimentos, since all of the shares issued by Mobills Labs were held by Toro Investimentos and, therefore, already reflected in the investment account by equivalence.
| | Consolidated Financial Statements | December 31, 2024 | F - 38 |
*Values expressed in thousands, except when indicated
| c) | Incorporation of Apê11 Tecnologia e Negócios Imobiliários S.A. by Santander Holding Imobiliária S.A |
On June 28, 2024, Apê11 Tecnologia e Negócios Imobiliários S.A. (“Apê11”) was fully incorporated, with its assets absorbed by its direct parent company, Santander Holding Imobiliária S.A. (“SHI”), in accordance with the conditions established in the Protocol and Justification of the transaction. The implementation of the full incorporation of Apê11 did not imply an increase in SHI’s share capital, since all of Apê11’s shares were held by SHI and, therefore, were already reflected in its equity investment account.
On December 22, 2023, Santander Holding Imobiliária S.A. (“SHI”), a wholly-owned subsidiary of Banco Santander (Brasil) S.A., entered into, together with the shareholders of Apê11 Tecnologia e Negócios Imobiliários S.A. (“Apê11”), a certain Share Purchase and Sale Agreement to acquire the remaining 10% of the share capital of Apê11 (“Transaction”). As a result of the Transaction, SHI now holds 100% of the share capital of Apê11.
| d) | Partnership between Banco Santander (Brasil) S.A. and Pluxee International and Pluxee Pay Brasil Ltda. |
On June 27, 2024, following the completion of the conditions precedent of the transaction announced on July 24, 2023, Banco Santander (Brasil) S.A. concluded the establishment of a partnership with the Pluxee Group (previously called Sodexo).
The economic rationale of the transaction is essentially based on: (i) the synergies arising from the combination of the businesses of Pluxee Instituição de Pagamento Brasil S.A. (current name of “Ben Benefícios e Serviços Instituição de Pagamentos S.A”) with the Pluxee Group in Brazil and (ii) the company's ability to explore Santander's customer base to offer its products and services (i.e. the capillarity of Santander's counter).
For the formation of the partnership, Banco Santander contributed the amount equivalent to R$2,044 million attributed: (i) to its investment in its benefits subsidiary, Pluxee Instituição de Pagamento Brasil S.A. (current name of “Ben Benefícios e Serviços Instituição de Pagamentos S.A”); (ii) to a portion of cash resources; (iii) to the exclusivity agreement for the exploration of its customer base.
As a result of the transaction, Banco Santander and Grupo Pluxee now hold 20% and 80% stakes, respectively, in the share capital of Pluxee Benefícios Brasil S.A. (“Pluxee”), the partnership investment vehicle.
| e) | Incorporation of Mobills Corretora de Seguros Ltda. by Toro Asset Management S.A. |
On May 31, 2024, Mobills Corretora de Seguros Ltda. (“Mobills Corretora”) was fully incorporated and its equity was absorbed by its direct parent company, Toro Asset Management S.A. (“Toro Asset”), in accordance with the conditions established in the Protocol and Justification of the transaction. The implementation of the full incorporation of Mobills Corretora did not imply an increase in Toro Asset’s share capital, since all of Mobills Corretra’s shares were held by Toro Asset and, therefore, already reflected in an investment account by equivalence.
| f) | Acquisition of the remaining portion of Return Capital Gestão de Ativos e Participações S.A. (new name of Gira, Gestão Integrada de Recebíveis do Agronegócio S.A.) by Return Capital S.A. |
On May 17, 2024, Return Capital S.A. (“Return”), a wholly-owned subsidiary of Banco Santander (Brasil) S.A., entered into a Share Purchase and Sale Agreement with the minority shareholders of Return Capital Gestão de Ativos e Participações S.A. (new name of Gira, Gestão Integrada de Recebíveis do Agronegócio S.A.) (“Gira”) to acquire the 20% of Gira’s share capital held by the minority shareholders (“Transaction”). As a result of the Transaction, Banco Santander (Brasil) S.A. indirectly held 100% of Gira’s share capital.
| g) | Acquisition of stake and investment in América Gestão Serviços em Energia S.A. |
On March 12, 2024, Santander Corretora de Seguros, Investimentos e Serviços S.A. (“Santander Corretora”) formalized, together with the shareholders of América Gestão Serviços em Energia S.A. (“América Energia”), a Share Purchase and Sale Agreement and Other Covenants with a view to acquiring 70% of the total and voting share capital of América Energia (“Transaction”). The completion of the Transaction was subject to the fulfillment of certain usual suspensive conditions in similar transactions, including obtaining the relevant regulatory authorizations. On July 4, 2024, with the completion of the Transaction, Santander Corretora came to hold 70% of the share capital of América Energia.
| h) | Acquisition of stake and investment in Fit Economia de Energia S.A. |
On March 6, 2024, Santander Corretora de Seguros, Investimentos e Serviços S.A. concluded, in compliance with the applicable precedent conditions, the transaction for acquisition and investment in Fit Economia de Energia S.A. (“Company”), so that it now holds 65% of the Company's share capital (“Transaction”).
| i) | Acquisition of the entire shareholding in Toro Participações S.A. and incorporation by Toro Corretora de Títulos e Valores Mobiliários S.A. |
On January 3, 2024, after fulfilling the conditions precedent, Banco Santander concluded the transaction to acquire all of the shares of Toro Participações, so that it indirectly hold 100% of the share capital of Toro Corretora de Títulos e Valores Mobiliários S.A. and Toro Investimentos S.A. On February 29, 2024, the incorporation of Toro Participações S.A. by Toro Corretora de Títulos e Valores Mobiliários S.A. was approved.
| | Consolidated Financial Statements | December 31, 2024 | F - 39 |
*Values expressed in thousands, except when indicated
| j) | Total incorporation of Mob Soluções em Tecnologia Ltda. by Mobills Labs Soluções em Tecnologia Ltda. |
On October 31, 2023, Mob Soluções em Tecnologia Ltda. (“Mob”) was fully incorporated and its equity was absorbed by its direct parent company, Mobills Labs Soluções em Tecnologia Ltda. (“Mobills”), in accordance with the conditions established in the Protocol and Justification of the transaction. The implementation of the full incorporation of Mob did not imply an increase in Mobills share capital, since all of Mob’s shares were held by Mobills and, therefore, already reflected in the equity investment account.
| k) | Sale of the entire stake held in Banco PSA Finance Brasil S.A. and Stellantis Corretora de Seguros e Serviços Ltda. |
On August 31, 2023, Aymoré Crédito, Financiamento e Investimento S.A. (“Aymoré”) and Santander Corretora de Seguros, Investimentos e Serviços S.A. (“Santander Corretora de Seguros”) concluded the transaction for the sale of equity interests held (a) by Aymoré, representing 50% (fifty percent) of the share capital of Banco PSA Finance Brasil S.A. (“Banco PSA”), to Stellantis Financial Service, S.A. and (b) by Santander Corretora de Seguros, representing 50% (fifty percent) of the share capital of Stellantis Corretora de Seguros e Serviços Ltda. (“Stellantis Corretora”), to Stellantis Services Ltda. (“Transaction”).
With the conclusion of the Transaction, Aymoré ceased to hold an equity interest in Banco PSA and Santander Corretora de Seguros ceased to hold an equity interest in Stellantis Corretora.
| l) | Safe of a portion of Santander Corretora in Webmotors S.A. to Carsales.com Investments PTY LTD. |
On April 28, 2023, Santander Corretora de Seguros, Investimentos e Serviços S.A. (“Santander Corretora”) concluded the sale of shares representing 40% of the share capital of Webmotors S.A. (“Webmotors”) to Carsales.com Investments PTY LTD (“Carsales”) (“Transaction”). With the conclusion of the Transaction, Santander Corretora became the holder of 30% and Carsales of 70% of the share capital of Webmotors.
| 4. | Cash and cash equivalents |
| Schedule of cash and balances | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Cash | 3,639,280 | 3,770,483 | 4,001,885 |
| Cash and Cash Equivalents and Investments in Foreign Currency Overseas | 33,444,974 | 19,352,067 | 18,001,554 |
| Repurchase Agreements | 28,103,405 | 65,766,340 | 27,344,519 |
| Investments in Interbank Deposit Certificates (CDI) | 2,013,246 | 528,870 | 217,376 |
| Total | 67,200,905 | 89,417,760 | 49,565,334 |
Information related to December 31, 2022, are presented to inform the composition of the opening balances of Cash and Cash Equivalents presented in the Consolidated Statement of Cash Flows.
| 5. | Loans and other receivables from credit institutions |
The breakdown, by classification, type, and currency, of the balances under the "Loans and Other Receivables from Credit Institutions" line item in the consolidated balance sheets is as follows:
| Schedule of consolidated financial statements | ||
| Thousand of Reais | 2024 | 2023 |
| Classification: | ||
| Financial assets measured at amortized cost | 30,177,627 | 25,716,845 |
| Comprising: | ||
| Loans and other receivables from credit institutions at amortized cost | 30,179,048 | 25,724,609 |
| Provision for impairment losses (note 9.c) | (1,421) | (7,764) |
| Loans and other receivables from credit institutions, net | 30,177,627 | 25,716,845 |
| Loans and other receivables from credit institutions, gross | 30,179,048 | 25,724,609 |
| Type: | ||
| Time deposit investments | 14,667,515 | 10,337,746 |
| Repurchase agreements (1) | 3,032,113 | 2,980,557 |
| Judicial deposits | 12,356,984 | 10,730,571 |
| Other accounts | 122,436 | 1,675,735 |
| Total | 30,179,048 | 25,724,609 |
| (1) | Secured by debt instruments |
| | Consolidated Financial Statements | December 31, 2024 | F - 40 |
*Values expressed in thousands, except when indicated
| Schedule of loans and amounts due from credit institutions currency | ||
| Thousand of Reais | 2024 | 2023 |
| Currency: | ||
| Brazilian Real | 27,299,731 | 23,885,181 |
| U.S. Dollar | 2,235,826 | 775,000 |
| Euro | 643,491 | 1,064,428 |
| Total | 30,179,048 | 25,724,609 |
Note 43-d provides details on the residual maturity periods of financial assets measured at amortized cost.
| 6. | Debt instruments |
The breakdown, by classification, type, and currency, of the balances within the “Debt Instruments” line item is as follows:
| Schedule of debt instrument | ||
| Thousand of Reais | 2024 | 2023 |
| Classification: | ||
| Financial Assets Measured at Fair Value Through Profit or Loss | 107,585,055 | 84,291,192 |
| Financial Assets Measured at Fair Value through Other Comprehensive Income | 92,058,907 | 59,036,137 |
| Financial Assets Measured at Amortized Cost | 84,529,222 | 101,087,321 |
| Comprising: | ||
| Debt instruments at Amortized Cost | 86,598,778 | 102,673,487 |
| Provision for impairment losses (note 9.c) | (2,069,556) | (1,586,166) |
| Total | 284,173,184 | 244,414,650 |
| Type: | ||
| Government securities - Brazil (1) | 190,643,118 | 148,750,440 |
| Debentures and promissory notes | 70,450,135 | 49,083,296 |
| Other debt securities | 23,079,931 | 46,580,914 |
| Total | 284,173,184 | 244,414,650 |
| (1) | These primarily refer to National Treasury Bills (LTN), Treasury Financial Bills (LFT), and National Treasury Notes (NTN-A, NTN-B, NTN-C, and NTN-F). |
The Debt Instruments primarily consist of:
| Schedule of debt instruments are primarily consist | ||
| Thousand of Reais | 2024 | 2023 |
| Currency: | ||
| Brazilian Real | 262,560,537 | 227,117,943 |
| U.S. Dollar | 19,541,153 | 14,748,652 |
| Mexican Peso | 2,071,494 | 2,548,055 |
| Total | 284,173,184 | 244,414,650 |
| Schedule of debt instrument linked to | ||
| Thousand of Reais | 2024 | 2023 |
| Debt Instruments linked to: | ||
| Repurchase Agreements | 84,894,642 | 61,802,969 |
| Operations guarantees in B3 S.A. - Brasil, Bolsa, Balcão (B3 S.A.) | 22,083,244 | 16,924,556 |
| Linked to judicial deposits and other guarantees | 12,736,275 | 18,283,802 |
| Total | 119,714,161 | 97,011,327 |
Note 43-d provides details on the residual maturity periods of financial assets measured at fair value through Other Comprehensive Income and financial assets measured at amortized cost.
| | Consolidated Financial Statements | December 31, 2024 | F - 41 |
*Values expressed in thousands, except when indicated
| 7. | Equity instruments |
a) Breakdown
The breakdown, by classification and type, of the balances in the "Equity Instruments" line item is as follows:
| Schedule of breakdown, by classification and type, of the balances of equity instruments | ||
| Thousand of Reais | 2024 | 2023 |
| Classification: | ||
| Financial Assets Measured at Fair Value Through Profit or Loss | 2,968,823 | 3,422,154 |
| Financial Assets Measured at Fair Value Through Other Comprehensive Income | 19,633 | 15,953 |
| Total | 2,988,456 | 3,438,107 |
| Type: | ||
| Shares of domestic companies | 2,048,007 | 1,955,931 |
| Shares of foreign companies | 54,886 | 99,424 |
| Investment funds (1) | 885,563 | 1,382,752 |
| Total | 2,988,456 | 3,438,107 |
| (1) | Primarily composed of investments in fixed income assets and both government and private securities. |
b) Changes
The changes in the balances of the line item "Equity Instruments - Financial Assets Measured at Fair Value through Profit or Loss" were as follows:
| Schedule of changes in financial assets measured at fair value through profit or loss held for trading | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Balance at the beginning of the fiscal year | 3,422,154 | 2,605,279 | 2,498,317 |
| Additions/Disposals (Net) | (453,331) | 816,875 | 106,962 |
| Balance at the end of the fiscal year | 2,968,823 | 3,422,154 | 2,605,279 |
The changes in the balances of the line item "Equity Instruments - Financial Assets Measured at Fair Value through Other Comprehensive Income" were as follows:
| Schedule of changes in financial assets measured at fair value through other comprehensive income | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Balance at the beginning of the fiscal year | 15,953 | 33,493 | 29,187 |
| Additions/Disposals (Net) | 3,680 | (17,540) | 4,306 |
| Balance at the end of the fiscal year | 19,633 | 15,953 | 33,493 |
| | Consolidated Financial Statements | December 31, 2024 | F - 42 |
*Values expressed in thousands, except when indicated
| 8. | Derivative financial instruments |
The primary risk factors associated with the derivative instruments undertaken relate to exchange rates, interest rates, and equity income. In managing these and other market risk factors, the Bank employs practices that encompass the measurement and monitoring of the utilization of limits previously established by internal committees, the portfolios' value at risk, sensitivities to interest rate fluctuations, foreign exchange exposure, liquidity gaps, among other practices that enable the control and monitoring of risks, which could potentially impact Banco Santander's positions across the various markets in which it operates. Based on this management model, the Bank has been able to optimize the risk-reward ratio, even amidst conditions of significant volatility, through the use of operations involving derivative instruments.
The fair value of derivative financial instruments is determined using market price quotations when available. The fair value of swaps is calculated through discounted cash flow modeling techniques, reflecting appropriate risk factors. The fair value of forward and futures contracts is also determined based on market price quotations for exchange-traded derivatives or employing methodologies similar to those used for swaps. The fair value of options is calculated using mathematical models, such as the Black-Scholes model, implied volatilities, and the fair value of the corresponding asset. Current market prices are utilized to determine volatilities. For derivatives that do not have prices directly disclosed by exchanges, the fair value is ascertained through pricing models that leverage market information, inferred from the disclosed prices of more liquid assets. This process involves extracting interest rate curves and market volatilities from these prices, which are then used as input data for the models.
a) Derivative Financial Instruments
a.1) Derivative Financial Instruments Recorded in the Off-Balance Sheet and Equity Accounts.
Overview of Trading and Hedging Derivatives Portfolio
| Schedule of trading derivative and used as hedge | ||
| 2024 | 2023 | |
| Assets | ||
| Swap Differential Receivables | 16,710,659 | 12,360,719 |
| Premiums on Unexercised Options | 4,960,933 | 2,635,506 |
| Forward Contracts and Others | 18,534,707 | 14,298,496 |
| Total | 40,206,299 | 29,294,721 |
| Liabilities | ||
| Swap Differential Payables | 16,746,167 | 13,226,716 |
| Premiums on Issued Options | 4,455,074 | 2,685,361 |
| Forward Contracts and Others | 18,209,033 | 9,028,351 |
| Total | 39,410,274 | 24,940,428 |
| | Consolidated Financial Statements | December 31, 2024 | F - 43 |
*Values expressed in thousands, except when indicated
| Schedule of category | ||||||
| Breakdown by Category | ||||||
| Trading | 2024 | 2023 | ||||
Notional Value (1) | Curve Value | Fair Value | Notional Value(1) | Curve Value | Fair Value | |
| Swap | 858,277,413 | (5,247,457) | (35,508) | 811,921,798 | (1,927,124) | (865,997) |
| Assets | 421,892,846 | 11,989,199 | 16,710,659 | 402,812,781 | 9,193,215 | 12,360,719 |
| Interest Rate | 212,769,602 | 8,288,494 | 9,155,516 | 188,604,258 | 5,054,833 | 6,383,261 |
| Foreign Currency | 207,863,441 | 3,593,516 | 7,449,012 | 212,970,458 | 4,136,463 | 5,977,193 |
| Other | 1,259,803 | 107,189 | 106,131 | 1,238,065 | 1,919 | 265 |
| Liabilities | 436,384,567 | (17,236,656) | (16,746,167) | 409,109,017 | (11,120,339) | (13,226,716) |
| Interest Rates | 300,101,297 | (13,645,096) | (13,848,265) | 262,437,458 | (9,117,639) | (9,680,343) |
| Foreign Currency | 133,470,413 | (3,588,425) | (2,726,684) | 143,788,702 | (1,907,489) | (3,332,851) |
| Others | 2,812,857 | (3,135) | (171,218) | 2,882,857 | (95,211) | (213,522) |
| Options | 538,580,487 | (1,728,092) | 505,859 | 857,662,210 | (1,112,873) | (49,854) |
| Purchase Commitments | 248,136,848 | 2,889,580 | 4,960,933 | 419,095,673 | 2,252,815 | 2,635,507 |
| Foreign Currency Call Options | 17,652,929 | 1,170,432 | 2,035,002 | 7,711,827 | 497,534 | 426,074 |
| Foreign Currency Put Options | 10,969,754 | 449,432 | 297,814 | 5,326,447 | 408,144 | 489,785 |
| Other Call Options | 25,078,274 | 769,593 | 2,530,004 | 89,142,771 | 661,537 | 1,183,085 |
| Interbank Market | 4,228,408 | 420,720 | 1,456,616 | 3,729,452 | 217,219 | 265,824 |
| Others (2) | 20,849,866 | 348,873 | 1,073,388 | 85,413,319 | 444,318 | 917,261 |
| Put Option - Other | 194,435,891 | 500,123 | 98,113 | 316,914,628 | 685,600 | 536,563 |
| Interbank Market | 553,161 | 111,802 | 80,262 | 543,157 | 46,852 | 30,439 |
| Other (2) | 193,882,730 | 388,321 | 17,851 | 316,371,471 | 638,748 | 506,124 |
| Sale Commitments | 290,443,639 | (4,617,672) | (4,455,074) | 438,566,536 | (3,365,688) | (2,685,360) |
| Foreign Currency Call Options | 10,516,526 | (597,168) | (786,706) | 3,453,152 | (288,349) | (466,324) |
| Foreign Currency Put Options | 11,046,513 | (555,932) | (275,212) | 4,642,411 | (288,799) | (431,952) |
| Other Call Options | 57,500,051 | (2,868,865) | (3,203,477) | 113,106,162 | (2,029,925) | (999,258) |
| Interbank Market | 21,145,788 | (2,104,995) | (1,578,796) | 17,295,280 | (1,479,724) | (710,121) |
| Other (2) | 36,354,263 | (763,870) | (1,624,681) | 95,810,882 | (550,201) | (289,137) |
| Other Put Options | 211,380,549 | (595,707) | (189,679) | 317,364,811 | (758,615) | (787,826) |
| Interbank Market | 1,395,691 | (155,776) | (29,908) | 370,221 | (24,912) | (23,004) |
| Other (2) | 209,984,858 | (439,931) | (159,771) | 316,994,590 | (733,703) | (764,822) |
| Futures Contracts | 785,337,224 | - | - | 325,170,915 | - | - |
| Long Position | 396,239,839 | - | - | 164,682,752 | - | - |
| Exchange Coupon (DDI) | 143,814,584 | - | - | 41,331,942 | - | - |
| Interest Rates (DI1 and DIA) | 135,768,788 | - | - | 48,254,715 | - | - |
| Foreign Currency | 106,481,787 | - | - | 68,838,058 | - | - |
| Indexes (3) | 7,717,797 | - | - | 5,269,712 | - | - |
| Others | 2,456,883 | - | - | 988,325 | - | - |
| Short Position | 389,097,385 | - | - | 160,488,163 | - | - |
| Exchange Coupon (DDI) | 143,814,584 | - | - | 41,331,942 | - | - |
| Interest Rate (DI1 and DIA) | 138,131,331 | - | - | 48,339,061 | - | - |
| Foreign Currency | 96,976,790 | - | - | 64,559,123 | - | - |
| Index (3) | 7,717,797 | - | - | 5,269,712 | - | - |
| Treasury Bonds/Notes | 2,456,883 | - | - | 988,325 | - | - |
| Forward Contracts and Others | 443,722,256 | 6,675,015 | 325,674 | 331,009,278 | 3,288,881 | 5,270,145 |
| Purchase Commitments | 226,379,907 | 13,065,871 | 18,534,707 | 167,191,253 | 17,249,113 | 14,298,496 |
| Currencies | 176,481,430 | 4,649,383 | 2,617,536 | 134,610,617 | 17,042,331 | 4,932,719 |
| Other | 49,898,477 | 8,416,488 | 15,917,171 | 32,580,636 | 206,782 | 9,365,777 |
| Sale Commitments | 217,342,349 | (6,390,856) | (18,209,033) | 163,818,025 | (13,960,232) | (9,028,351) |
| Currencies | 177,766,056 | (5,934,009) | (6,151,264) | 130,779,288 | (13,211,003) | (1,766,190) |
| Other | 39,576,293 | (456,847) | (12,057,769) | 33,038,737 | (749,229) | (7,262,161) |
| (1) | Adjusted nominal value of the contracts minal value of updated contracts. |
| (2) | Includes index options, primarily options related to U.S. Treasury, stocks, and stock indices. |
| (3) | Includes Bovespa and S&P indices. |
| | Consolidated Financial Statements | December 31, 2024 | F - 44 |
*Values expressed in thousands, except when indicated
a.2) Derivatives Financial Instruments by Counterparty
| Schedule of derivatives financial instrument by counterparty | ||||
| Notional | 2024 | |||
| Related | Financial | |||
| Customers | Parties | Institutions (1) | Total | |
| Swap | 248,822,684 | 408,569,543 | 200,885,186 | 858,277,413 |
| Options | 72,193,642 | 7,707,652 | 458,679,193 | 538,580,487 |
| Futures Contracts | 13,890,950 | 3,628,688 | 767,817,586 | 785,337,224 |
| Forward Contracts and Others | 180,609,297 | 193,284,055 | 69,828,904 | 443,722,256 |
| (1) | Includes transactions that have as counterparty B3 S.A. - Brasil, Bolsa, Balcão (B3) and other stock and commodities exchanges. |
| Notional | 2023 | |||
| Related | Financial | |||
| Customers | Parties | Institutions (1) | Total | |
| Swap | 185,745,740 | 224,140,567 | 402,035,491 | 811,921,798 |
| Options | 37,900,600 | 2,114,539 | 817,647,071 | 857,662,210 |
| Futures Contracts | 9,280,965 | - | 315,889,950 | 325,170,915 |
| Forward Contracts and Others | 152,776,820 | 118,459,171 | 59,773,287 | 331,009,278 |
| (1) | Includes transactions that have as counterparty B3 S.A. - Brasil, Bolsa, Balcão (B3) and other stock and commodities exchanges. |
a.3) Derivatives Financial Instruments by Maturity
| Schedule of derivatives financial instrument by maturity | ||||
| Notional | 2024 | |||
| Up to | From 3 to | Over | ||
| 3 Months | 12 Months | 12 Months | Total | |
| Swap | 118,831,333 | 142,493,857 | 596,952,223 | 858,277,413 |
| Options | 80,264,346 | 375,497,526 | 82,818,615 | 538,580,487 |
| Futures Contracts | 415,684,910 | 197,209,979 | 172,442,335 | 785,337,224 |
| Forward Contracts and Others | 273,869,288 | 104,483,252 | 65,369,716 | 443,722,256 |
| | Consolidated Financial Statements | December 31, 2024 | F - 45 |
*Values expressed in thousands, except when indicated
| Notional | 2023 | |||
| Up to | From 3 to | Over | ||
| 3 Months | 12 Months | 12 Months | Total | |
| Swap | 148,297,616 | 146,064,207 | 517,559,975 | 811,921,798 |
| Options | 695,558,723 | 110,627,263 | 51,476,224 | 857,662,210 |
| Futures Contracts | 168,364,771 | 70,492,546 | 86,313,598 | 325,170,915 |
| Forward Contracts and Others | 187,900,674 | 90,382,978 | 52,725,626 | 331,009,278 |
a.4) Derivative Financial Instruments by Trading Market
| Schedule of derivatives by market trading | |||
| Notional | Stock Exchanges (1) | Over-the-Counter Market | 2024 |
| Total | |||
| Swap | 167,924,413 | 690,353,000 | 858,277,413 |
| Options | 415,336,707 | 123,243,780 | 538,580,487 |
| Futures Contracts | 781,708,536 | 3,628,688 | 785,337,224 |
| Forward Contracts and Others | 55,754,746 | 387,967,510 | 443,722,256 |
| (1) | Includes trades with B3 S.A. |
| Notional | Stock Exchanges (1) | Over-the-Counter Market | 2023 |
| Total | |||
| Swap | 93,891,621 | 718,030,177 | 811,921,798 |
| Options | 782,343,569 | 75,318,641 | 857,662,210 |
| Futures Contracts | 325,170,915 | - | 325,170,915 |
| Forward Contracts and Others | 28,054,581 | 302,954,697 | 331,009,278 |
| (1) | Includes trades with B3 S.A. |
| | Consolidated Financial Statements | December 31, 2024 | F - 46 |
*Values expressed in thousands, except when indicated
a.5) Information on Credit Derivatives
Banco Santander uses credit derivatives with the objectives of performing counterparty risk management and meeting its customers' demands, performing protection purchase and sale transactions through credit default swaps and total return swaps, primarily related to Brazilian sovereign risk securities.
Total Return Swaps – TRS
These are credit derivatives in which the return from the reference obligation is exchanged for a cash flow, and where upon the occurrence of a credit event, the protection buyer typically has the right to receive from the protection seller the equivalent of the difference between the updated value and the fair value (fair value) of the benchmark obligation at the contract's settlement date.
Credit Default Swaps – CDS
These are credit derivatives where, upon the occurrence of a credit event, the protection buyer is entitled to receive from the protection seller an amount equal to the difference between the face value of the CDS contract and the fair value (fair value) of the benchmark obligation at the settlement date of the contract. In exchange, the seller receives a fee for providing the protection.
Below, the composition of the Credit Derivatives portfolio shown by its reference value.
| Schedule of shareholders' equity | ||||
| 2024 | 2023 | |||
| Nominal Value | Nominal Value | Nominal Value | Nominal Value | |
| Retained Risk | Transferred Risk - | Retained Risk | Transferred Risk - | |
| Total Return Swap Rate | Credit Swap | Total Return Swap Rate | Credit Swap | |
| Credit Swaps | 4,421,208 | 16,153,307 | 3,456,614 | 10,293,916 |
| Total | 4,421,208 | 16,153,307 | 3,456,614 | 10,293,916 |
| | Consolidated Financial Statements | December 31, 2024 | F - 47 |
*Values expressed in thousands, except when indicated
During the period, there were no credit events associated with the precipitating factors specified in the contracts.
| Schedule of credit event related to triggering events | ||||
| 2024 | 2023 | |||
| Over | Over | |||
| Maximum Potential for Future Payments - Gross | 12 Months | Total | 12 Months | Total |
| Per Instrument | ||||
| CDS | 20,574,515 | 20,574,515 | 13,750,530 | 13,750,530 |
| Total | 20,574,515 | 20,574,515 | 13,750,530 | 13,750,530 |
| By Risk Rating | ||||
| Below Investment Grade | 20,574,515 | 20,574,515 | 13,750,530 | 13,750,530 |
| Total | 20,574,515 | 20,574,515 | 13,750,530 | 13,750,530 |
| By Reference Entity | ||||
| Brazilian Government | 20,574,515 | 20,574,515 | 13,750,530 | 13,750,530 |
| Total | 20,574,515 | 20,574,515 | 13,750,530 | 13,750,530 |
a.6) Accounting Hedge
There are three types of hedge accounting: Fair Value Hedge, Cash Flow Hedge and Foreing Currency Investments Hedge.
The derivatives used as hedging instruments are represented as follows:
a.6.I ) Fair Value Hedge
The Bank's fair value hedging strategy involves mitigating exposure to fair value fluctuations, specifically regarding interest receipts and payments on recognized assets and liabilities.
The fair value management methodology adopted by the Bank segregates transactions based on risk factors (e.g., BRL/USD exchange rate risk, fixed interest rate risk in BRL, USD exchange rate coupon risk, inflation risk, interest risk, etc.). The transactions generate exposures that are consolidated by risk factor and compared with pre-established internal thresholds.
To mitigate fluctuations in fair value associated with the receipt and payment of interest, the Bank employs interest rate swap contracts concerning fixed-rate assets and liabilities.
The Bank utilizes fair value hedge in the following manner:
• Designates Foreign Currency Swaps + Coupon versus % CDI and Fixed BRL Interest Rate or contracts USD Futures (DOL, DDI/DI) as a derivative instrument in Hedge Accounting structures, with foreign currency loan operations as the hedged item.
• The Bank maintains an active loan portfolio originated in fixed-rate U.S. Dollars at Santander EFC, whose transactions are recorded in Euros. To manage this currency mismatch, the Bank designates a Foreign Currency Swap, exchanging Floating Euros for Fixed U.S. Dollars, as a hedge against market risk for the corresponding loans.
• The Bank is subject to a pre-fixed interest rate risk stemming from Government Securities (NTN-F and LTN) held within its Financial Assets portfolio, which are measured through Other Comprehensive Income. To manage this risk mismatch, the Bank enters into DI futures contracts on the exchange or engages in interest rate swaps, designating these as derivative instruments within a Hedge Accounting structure.
• The Bank is exposed to IPCA (broad consumer price index) risk stemming from debentures within its available-for-sale securities portfolio. To manage this exposure, the Bank enters into IPCA futures contracts ("DAP") on the exchange and designates them as derivative instruments within a Hedge Accounting structure.
To assess the effectiveness and measure the ineffectiveness of hedging strategies, the Bank adheres to IAS 39, which mandates that an effectiveness test be conducted at the inception (prospective test) of the hedge arrangement, and be periodically repeated (prospective and retrospective tests) to demonstrate that the hedge relationship remains effective.
| | Consolidated Financial Statements | December 31, 2024 | F - 48 |
*Values expressed in thousands, except when indicated
a) Prospective test: in accordance with the standard, the prospective test is required at the inception date and quarterly thereafter to demonstrate that the expectation of the hedge relationship's effectiveness is high.
a.1) The initial prospective test (at inception): this is limited to a qualitative review of the critical terms and conditions of both the hedging instrument and the hedged item, with the aim of concluding that changes in the fair value of the two instruments are expected to completely offset one another.
a.2) The prospective periodic test: the sensitivity of the present value of the hedged item and the hedging instrument to a parallel shift of 10 basis points in the interest rate curve will be periodically assessed. For the purpose of assessing hedge effectiveness, the ratio of these two sensitivities must fall within the range of 80% to 125%.
b) Retrospective test: the retrospective effectiveness test will be conducted by comparing the mark-to-market (mtm) fluctuation of the hedging instrument from the inception date with the mtm variation of the hedged item from the same date.
In fair value hedges, both gains and losses on hedging instruments and on the hedged items (attributable to the type of risk being hedged) are recognized directly in the consolidated statement of profit or loss.
| | Consolidated Financial Statements | December 31, 2024 | F - 49 |
*Values expressed in thousands, except when indicated
| Schedule of hedge instrument | ||||||
| 12/31/2024 | ||||||
| Hedged | ||||||
| Hedge Instruments | Items | |||||
| Curve | Accounting | Curve | Accounting | |||
| Strategies | Value | Fair value | Value | Value | Fair value | Value |
| Swap Contracts | 30,481 | 222,625 | 253,106 | 10,979 | 200,658 | 211,637 |
| Loan Operations Hedge | 30,481 | 222,625 | 253,106 | 10,979 | 200,658 | 211,637 |
| Futures Contracts | 160,951 | 43,416,076 | 43,577,027 | (222,149) | 38,332,070 | 38,109,921 |
| Loan Operations Hedge | 156,408 | 13,238,024 | 13,394,432 | (54,560) | 10,017,522 | 9,962,962 |
| Securities Hedge | (142,206) | 25,344,183 | 25,201,977 | 213,204 | 22,504,539 | 22,717,743 |
| Funding Hedge | 146,749 | 4,833,869 | 4,980,618 | (380,793) | 5,810,009 | 5,429,216 |
| 12/31/2023 | ||||||
| Hedged | ||||||
| Hedge Instruments | Items | |||||
| Curve | Accounting | Curve | Accounting | |||
| Strategies | Value | Fair value | Value | Value | Fair value | Value |
| Swap Contracts | 183,368 | 288,766 | 472,134 | 138,079 | 272,805 | 410,884 |
| Loan Operations Hedge | 183,368 | 288,766 | 472,134 | 138,079 | 272,805 | 410,884 |
| Future Contracts | 144,508 | 25,701,246 | 25,845,754 | (3,535,965) | 28,817,259 | 25,281,294 |
| Loan Operations Hedge | 2,497,014 | 12,759,016 | 15,256,030 | (2,290,079) | 15,593,616 | 13,303,537 |
| Securities Hedge | (1,489,802) | 2,496,723 | 1,006,921 | 623,749 | 579,793 | 1,203,542 |
| Funding Hedge | (862,704) | 10,445,507 | 9,582,803 | (1,869,635) | 12,643,850 | 10,774,215 |
| (*) | The Bank employs market risk hedging strategies, the targets of which are assets in its portfolio, which is why we present the liabilities side of the respective instruments. For structures that have futures as instruments, we provide the balance of the daily adjustment calculated, recorded in the off-balance sheet account. |
a.6.II) Cash Flow Hedge
The Bank's cash flow hedging strategies consist of hedging against exposure to fluctuations in cash flows, interest payments, and currency exchange rates, which are attributable to changes in interest rates affecting recognized assets and liabilities, as well as exchange rate fluctuations impacting unrecognized assets and liabilities.
The Bank utilizes cash flow hedge in the following manner:
• The Bank engages in active swaps indexed to fixed US Dollars and liabilities in foreign currency, designating these as hedging instruments within a Cash Flow Hedge structure, where the hedged items are foreign currency loans negotiated with third parties via its offshore branches and Brazilian external debt securities measured at amortized cost.
• The Bank enters into Dollar Futures or DDI + DI Futures (Synthetic Dollar Futures) contracts and designates them as hedging instruments within a Cash Flow Hedge structure, where the hedged items are the Bank's portfolio of Dollar-denominated loans and Promissory Notes in the available-for-sale securities portfolio measured at Fair Value Through Other Comprehensive Income.
| | Consolidated Financial Statements | December 31, 2024 | F - 50 |
*Values expressed in thousands, except when indicated
• The Bank maintains a portfolio of assets indexed to the Euro and traded in offshore branches. In the transaction, the value of the asset in Euros will be converted to Dollars at the exchange rate specified in the foreign exchange contract for the transaction. After this conversion, the principal amount of the transaction, now denominated in Dollars, will be adjusted by either a floating or a fixed rate. The assets will be hedged with a Cross-Currency Swap to transfer the Euro risk to LIBOR + Coupon.
In March 2022, the U.S. Congress passed the Adjustable Interest Rate Act (LIBOR) ("the LIBOR Act"). This legislation establishes a uniform, nationwide process for replacing LIBOR in existing contracts that lack fallback clauses, automatically substituting LIBOR, on the LIBOR replacement date (expected to be the first London banking business day after June 30, 2023), with the "Board-selected Benchmark Replacement". In December 16, 2022, the Federal Reserve Board adopted a final rule implementing the LIBOR Act and identifying these benchmark replacements, which vary across different contracts but are all based on SOFR.
Our focus has been and remains on implementing all necessary contractual, commercial, operational, and technological adjustments to meet the relevant pending milestones.
As of December 31, 2021, our exposure to LIBOR-linked contracts was limited and exclusively related to USD LIBOR. In 2021, we adopted the SOFR (Secured Overnight Finance Rate) and CME TERM SOFR as replacements for USD LIBOR for new contracts. Since January 1, 2022, we have ceased initiating new USD LIBOR transactions, with the exception of those authorized by international regulatory authorities (market-making activity). We are actively engaging with our clients to update existing agreements to incorporate appropriate fallback provisions for when the USD LIBOR is no longer published.
To assess the effectiveness and measure the ineffectiveness of these strategies, Santander Bank adheres to IAS 39. This standard mandates that the effectiveness test be conducted at the inception of the hedge structure (prospective test) and be repeated periodically (prospective and retrospective tests) to demonstrate that the hedge ratio expectation continues to be effective (between 80% and 125%).
In this hedging strategy, the effectiveness tests (prospective/retrospective) are conducted by comparing two proxies, one for the hedged item and another for the hedging instrument.
The hedged item proxy is a "conceptual" swap, where the passive leg mimics the part of the Stable Portion intended for protection, and the active pre-fixed leg mirrors the set of futures designated as the hedge, consistent with the market rates on the hedge designation day. The hedge instrument proxy is a "conceptual" swap, in which the active leg consists of the number of futures contracts designated as the hedge, and the passive pre-fixed leg represents the rate negotiated at the acquisition of these contracts. The proxy remains stable throughout the strategy as the contracts are held to maturity.
Any ineffectiveness is recognized in the income statement under the line item "Gains (losses) on financial assets and liabilities (net)."
a) Prospective Test: in line with regulations, the prospective test must be conducted at the inception date and quarterly thereafter to demonstrate that the expectation of the hedge relationship's effectiveness is high. However, for proactive and more efficient monitoring of projections and to ensure better maintenance of the related testing routines, these tests are performed monthly.
a.1) Periodic Prospective Test: Market Risk conducts projections for three scenarios for the tests, which include: 1º 10bps on the curve; 2º 50bps on the curve, and 3º 100bps on the curve. Utilizing the validated estimates, prospective tests are performed by valuing the two variable legs of the transaction at fair value.
a.2) Initial Prospective Test: the methodology of the periodic prospective test must also be applied at the start date of each new strategy.
b) Retrospective Test: this must be conducted monthly using historical data to cumulatively demonstrate the hedge's effectiveness, in line with the previously outlined methodology. Any ineffectiveness is recognized in the statement of profit or loss.
The Ineffective Portion is measured through the prospective hedge test and, if identified, it is recognized in the income statement under the line item Gains (losses) on financial assets and liabilities (net).
Effectiveness must range between 80% and 125%.
In cash flow hedges, the effective portion of the change in the fair value of the hedging instrument is temporarily recognized in equity under the line item "Other Comprehensive Income - Cash Flow Hedges" (note 25) until the projected transactions take place. At that point, this portion is recognized in the consolidated statements of income, except if the projected transactions result in the recognition of non-financial assets or liabilities, in which case this portion will be included in the cost of the financial asset or liability. The ineffective portion of the change in the value of foreign exchange hedging derivatives is recognized directly in the consolidated statements of income. Furthermore, the ineffective portion of gains and losses on cash flow hedge instruments in a foreign operation is directly recognized in "Gains (losses) on financial assets and liabilities (net)" in the consolidated income statements.
| | Consolidated Financial Statements | December 31, 2024 | F - 51 |
*Values expressed in thousands, except when indicated
| Schedule of cash flow hedge | ||||
| 2024 | 2023 | |||
| Hedge Structure | Effective Portion Accumulated | Portion Ineffective | Effective Portion Accumulated | Portion Ineffective |
| Cash Flow Hedge | ||||
| CDB | 511,175 | - | (69,919) | - |
| Total | 511,175 | - | (69,919) | - |
| Schedule of hedge instrument and hedge object | ||||||
Consolidated | ||||||
| 12/31/2024 | ||||||
| Hedge Instruments | Hedge Object | |||||
| Curve | Adjustment to | Curve | Accounting | |||
| Strategies | Value | Fair value | Fair value | Value | Fair value | Value |
| Future Contracts | (5,610) | 79,915,645 | 79,910,035 | (177,822) | 77,474,456 | 77,296,634 |
| Credit Operations Hedge | (73,277) | 1,639,466 | 1,566,189 | 8,011 | 730,322 | 738,333 |
| Hedge of Securities | (40,187) | 35,717,857 | 35,677,670 | 56,491 | 27,556,993 | 27,613,484 |
| Funding Hedge | 107,854 | 42,558,322 | 42,666,176 | (242,324) | 49,187,141 | 48,944,817 |
| Consolidated | ||||||
| 12/31/2023 | ||||||
| Hedge Instruments | Hedge Object | |||||
| Curve | Accounting | Adjustment to | Curve | Market | Accounting | |
| Strategies | Value | Value - liability | Fair value | Value | Value | Value |
| Swap Contracts | (547,710) | 10,807,983 | 10,260,273 | (464,400) | 13,176,910 | 12,712,510 |
| Hedge of Securities | (547,710) | 10,807,983 | 10,260,273 | (464,400) | 13,176,910 | 12,712,510 |
| Future Contracts | 393,863 | 18,630,833 | 19,024,696 | (1,327,113) | 24,612,842 | 23,285,729 |
| Credit Operations Hedge | 2,138 | 2,431,537 | 2,433,675 | (3,105,374) | 7,619,634 | 4,514,260 |
| Hedge of Securities | 294,688 | 8,228,328 | 8,523,016 | 465,051 | 9,525,807 | 9,990,858 |
| Funding Hedge | 97,037 | 7,970,968 | 8,068,005 | 1,313,210 | 7,467,401 | 8,780,611 |
| | Consolidated Financial Statements | December 31, 2024 | F - 52 |
*Values expressed in thousands, except when indicated
a.6) Derivative Financial Instruments - Margins Pledged as Guarantee
The margin provided as collateral for trading at B3 S.A. involving proprietary and third-party derivative financial instruments is composed of federal government securities.
| Schedule of composed federal public securities | ||
| Reference Value | 2024 | 2023 |
| Financial Treasury Bills - LFT | 23,592,560 | 20,960,140 |
| National Treasury Bills - LTN | 6,891,750 | 2,122,045 |
| National Treasury Notes - NTN | 4,775,236 | 4,988,403 |
| Total | 35,259,546 | 28,070,588 |
b) Short Positions
On December 31, 2024, the balance of short positions totaled R$39,396,666 (2023 - R$19,831,991), which includes the value of financial liabilities resulting from the direct sale of financial assets purchased through resale commitments or borrowed.
| | Consolidated Financial Statements | December 31, 2024 | F - 53 |
*Values expressed in thousands, except when indicated
| 9. | Loans and advances to clients |
a) Breakdown
The breakdown of the balances under the "Loans and Advances to Customers" line item in the consolidated balance sheets is as follows:
| Schedule of classification, of the balances of loans and advances to clients | ||
| Thousand of Reais | 2024 | 2023 |
| Classification: | ||
| Financial assets measured at fair value through profit or loss | 4,911,803 | 3,040,712 |
| Financial assets measured at amortized cost | 561,178,111 | 514,936,423 |
| Comprising: | ||
| Loans and advances to customers at amortized cost | 594,776,041 | 548,495,491 |
| Allowance for loan losses due to impairment | (33,597,930) | (33,559,068) |
| Loans and advances to customers, net | 566,089,914 | 517,977,135 |
| Loans and advances to customers, gross | 599,687,844 | 551,536,203 |
| Thousand of Reais | 2024 | 2023 |
| Type: | ||
| Loan operations (1) | 573,391,121 | 514,325,061 |
| Leasing operations | 3,343,208 | 3,154,887 |
| Other receivables (2) | 22,953,515 | 34,056,255 |
| Total | 599,687,844 | 551,536,203 |
| (1) | Includes loans, financings, and other forms of credit with credit characteristics. |
| (2) | These operations primarily relate to Foreign Exchange Transactions and Other Receivables with credit granting characteristics. |
Note 43-d provides details on the residual maturity periods of financial assets measured at amortized cost. There are no significant loans and advances to customers lacking fixed maturity dates.
b) Detail
The following are the details, by condition and type of credit, borrower segment, and interest rate formula, of the loans and advances to customers, which reflect the Bank's exposure to credit risk in its core activity, gross of impairment losses:
| Schedule of gross of reduction losses to recoverable value | ||
| Thousand of Reais | 2024 | 2023 |
| Loan borrower sector: | ||
| Commercial, and industrial | 241,177,143 | 233,946,173 |
| Real Estate Credit - Construction | 64,820,223 | 61,747,721 |
| Loans to Individuals | 290,347,270 | 252,687,422 |
| Leasing | 3,343,208 | 3,154,887 |
| Total | 599,687,844 | 551,536,203 |
| Schedule of interest rate formula | ||
| Thousand of Reais | 2024 | 2023 |
| Interest Rate Formula: | ||
| Fixed interest rate | 427,753,814 | 371,917,215 |
| Floating interest rate | 171,934,030 | 179,618,988 |
| Total | 599,687,844 | 551,536,203 |
| Schedule of debt sector by maturity | ||||||||||
| 2024 | ||||||||||
| Borrower Segment by Maturity | Less than 1 year | % of total | Between 1 and 5 years | % of total | More than 5 years | % of total | Total | % of total | ||
| Commercial and Industrial | 161,568,313 | 50.37% | 75,022,533 | 37.55% | 4,586,297 | 5.79% | 241,177,143 | 40.22% | ||
| Real Estate Credit | 5,426,403 | 1.69% | 12,241,469 | 6.13% | 47,152,351 | 59.58% | 64,820,223 | 10.81% | ||
| Loans to Individuals | 152,201,789 | 47.45% | 110,761,071 | 55.44% | 27,384,410 | 34.60% | 290,347,270 | 48.42% | ||
| Leasing | 1,577,662 | 0.49% | 1,743,417 | 0.87% | 22,129 | 0.03% | 3,343,208 | 0.56% | ||
| Loans and advances to customers, gross | 320,774,167 | 100.00% | 199,768,490 | 100.00% | 79,145,187 | 100.00% | 599,687,844 | 100.00% | ||
| 2023 | ||||||||||
| Borrower Segment by Maturity | Less than 1 year | % of total | Between 1 and 5 years | % of total | More than 5 years | % of total | Total | % of total | ||
| Commercial and Industrial | 158,059,250 | 55.00% | 70,766,467 | 38.07% | 5,120,456 | 6.54% | 233,946,173 | 42.42% | ||
| Real Estate Credit | 4,994,192 | 1.74% | 11,620,801 | 6.25% | 45,132,728 | 57.68% | 61,747,721 | 11.19% | ||
| Loans to Individuals | 122,734,480 | 42.71% | 101,955,558 | 54.84% | 27,997,383 | 35.77% | 252,687,422 | 45.82% | ||
| Leasing | 1,578,949 | 0.55% | 1,564,656 | 0.84% | 11,283 | 0.01% | 3,154,887 | 0.57% | ||
| Loans and advances to customers, gross | 287,366,871 | 100.00% | 185,907,482 | 100.00% | 78,261,850 | 100.00% | 551,536,203 | 100.00% | ||
| | Consolidated Financial Statements | December 31, 2024 | F - 54 |
*Values expressed in thousands, except when indicated
| Schedule of maturity | ||
| Thousand of Reais | 2024 | 2023 |
| By Maturity | ||
| Under 1 year | 320,774,167 | 287,366,871 |
| From 1 and 5 years | 199,768,489 | 185,907,482 |
| Over 5 years | 79,145,188 | 78,261,850 |
| Loans and advances to customers, gross | 599,687,844 | 551,536,203 |
| By Internal risk classification | ||
| Low | 454,224,878 | 408,973,258 |
| Medium-low | 95,687,016 | 87,232,484 |
| Medium | 15,804,991 | 16,643,774 |
| Medium - high | 12,180,529 | 13,238,069 |
| High | 21,790,430 | 25,448,618 |
| Loans and advances to customers, gross | 599,687,844 | 551,536,203 |
| | Consolidated Financial Statements | December 31, 2024 | F - 55 |
*Values expressed in thousands, except when indicated
c) Impairment losses
The tables below present the reconciliations of the opening and closing balances of the provision for losses, segmented by financial instrument category. The terms "expected loan losses in 12 months," "expected loan losses over the useful life," and "impairment losses" are clarified in the note on accounting practices.
The changes in provisions for impairment losses in the balances of the item "Financial assets measured at amortized cost" are as follows:
| Schedule of provisions for impairment losses | ||||
| Thousand of Reais | 2024 | |||
| Stage 1 | Stage 2 | Stage 3 | ||
| Expected loan losses in 12 months | Expected loan losses over the useful life not subject to impairment | Expected loan losses over the useful life subject to impairment | Total | |
| Balance at the beginning of the fiscal year | 3,551,060 | 5,809,160 | 25,791,851 | 35,152,071 |
| Impairment losses recognized in profit or loss | 3,596,815 | 4,407,546 | 17,969,153 | 25,973,514 |
| Transfers between stages | (1,090,735) | 2,055,390 | 17,064,748 | 18,029,403 |
| Changes during the period | 4,687,550 | 2,352,156 | 904,405 | 7,944,111 |
| Comprising: | ||||
| Commercial and Industrial | 325,319 | 810,188 | 4,894,190 | 6,029,697 |
| Real Estate Credit - Construction | (153,110) | 135,523 | 265,825 | 248,238 |
| Loans to Individuals | 3,423,858 | 3,460,624 | 12,796,319 | 19,680,801 |
| Leasing | 747 | 1,210 | 12,821 | 14,778 |
| Changes by Stage | (2,941,647) | (4,780,338) | 7,721,985 | - |
| Write-off of impaired balances recognized in loss provisions | - | - | (25,401,779) | (25,401,779) |
| Comprising: | ||||
| Commercial and Industrial | - | - | (7,447,925) | (7,447,925) |
| Real Estate Credit - Construction | - | - | (76,697) | (76,697) |
| Loans to Individuals | - | - | (17,875,232) | (17,875,232) |
| Leasing | - | - | (1,925) | (1,925) |
| Foreign Exchange Fluctuation | (22,575) | (12,176) | (20,148) | (54,899) |
| Balance at the end of the fiscal year | 4,183,653 | 5,424,192 | 26,061,062 | 35,668,907 |
| Comprising: | ||||
| Loans and advances to Customers | 4,047,725 | 5,369,369 | 24,180,836 | 33,597,930 |
| Loans and other receivables from credit institutions (Note 5) | 1,421 | - | - | 1,421 |
| Provision for debt instruments (Note 6) | 134,507 | 54,823 | 1,880,226 | 2,069,556 |
| Recoveries of previously written-off loans | - | - | 993,906 | 993,906 |
| Comprising: | ||||
| Commercial and Industrial | - | - | 49,838 | 49,838 |
| Real Estate Credit - Construction | - | - | 396,276 | 396,276 |
| Loans to Individuals | - | - | 542,986 | 542,986 |
| Leasing | - | - | 4,806 | 4,806 |
| Discount Granted | - | - | (3,504,422) | (3,504,422) |
| Thousand of Reais | 2023 | |||
| Stage 1 | Stage 2 | Stage 3 | ||
| Expected loan losses in 12 months | Expected loan losses over the useful life not subject to impairment | Expected loan losses over the useful life subject to impairment | Total | |
| Balance at the beginning of the fiscal year | 2,885,197 | 6,861,458 | 25,464,248 | 35,211,623 |
| Impairment losses recognized in profit or loss | 2,957,616 | 5,934,927 | 17,651,545 | 26,544,088 |
| Transfers between stages | (825,063) | 2,168,360 | 14,224,243 | 15,567,540 |
| Changes during the period | 3,782,679 | 3,766,567 | 3,427,302 | 10,976,548 |
| Comprising: | ||||
| Commercial and Industrial | 923,079 | 962,933 | 4,922,975 | 6,808,987 |
| Real Estate Credit - Construction | (43,573) | (190,714) | 577,993 | 343,706 |
| Loans to Individuals | 2,072,745 | 5,165,671 | 12,150,872 | 19,389,288 |
| Leasing | 5,365 | (2,962) | (296) | 2,107 |
| Changes by Stage | 2,298,090 | 6,988,340 | 9,286,430 | - |
| Write-off of impaired balances recognized in loss provisions | - | - | (26,626,574) | (26,626,574) |
| Comprising: | ||||
| Commercial and Industrial | - | - | (7,137,059) | (7,137,059) |
| Real Estate Credit - Construction | - | - | (209,309) | (209,309) |
| Loans to Individuals | - | - | (19,276,369) | (19,276,369) |
| Leasing | - | - | (3,837) | (3,837) |
| Foreign Exchange Fluctuation | 5,618 | 1,116 | 17,129 | 23,863 |
| Balance at the end of the fiscal year | 3,551,059 | 5,809,160 | 25,792,779 | 35,152,998 |
| Comprising: | ||||
| Loans and advances to Customers | 3,462,526 | 5,766,166 | 24,330,376 | 33,559,068 |
| Loans and other receivables from credit institutions (Note 5) | 7,764 | - | - | 7,764 |
| Provision for debt instruments (Note 6) | 80,769 | 42,994 | 1,462,403 | 1,586,166 |
| Recoveries of previously written-off loans | - | - | 1,381,879 | 1,381,879 |
| Comprising: | ||||
| Commercial and Industrial | - | - | 946,029 | 946,029 |
| Real Estate Credit - Construction | - | - | 95,692 | 95,692 |
| Loans to Individuals | - | - | 337,722 | 337,722 |
| Leasing | - | - | 2,435 | 2,435 |
| Discount Granted | - | - | (2,845,876) | (2,845,876) |
| | Consolidated Financial Statements | December 31, 2024 | F - 56 |
*Values expressed in thousands, except when indicated
| Thousand of Reais | 2024 | 2023 |
| Balance at the beginning of the fiscal year | 35,152,071 | 35,211,623 |
| Impairment losses recognized in profit or loss | 25,973,514 | 26,544,088 |
| Comprising: | ||
| Commercial and Industrial | 6,029,697 | 6,808,987 |
| Real Estate Credit - Construction | 248,238 | 343,706 |
| Loans to Individuals | 19,680,801 | 19,389,288 |
| Leasing | 14,778 | 2,107 |
| Write-off of impaired balances recognized in loss provisions | (25,401,779) | (26,626,574) |
| Comprising: | ||
| Commercial and Industrial | (7,447,925) | (7,137,059) |
| Real Estate Credit - Construction | (76,697) | (209,309) |
| Loans to Individuals | (17,875,232) | (19,276,369) |
| Leasing | (1,925) | (3,837) |
| Foreign Exchange Fluctuation | (54,899) | 23,863 |
| Balance at the end of the fiscal year | 35,668,907 | 35,152,998 |
| Comprising: | ||
| Loans and advances to Customers | 33,597,930 | 33,559,068 |
| Loans and other receivables from credit institutions (Note 5) | 1,421 | 7,764 |
| Provision for debt instruments (Note 6) | 2,069,556 | 1,586,166 |
| Recoveries of previously written-off loans | 993,906 | 1,381,879 |
| Comprising: | ||
| Commercial and Industrial | 396,276 | 946,029 |
| Real Estate Credit - Construction | 49,838 | 95,692 |
| Loans to Individuals | 542,986 | 337,722 |
| Leasing | 4,806 | 2,435 |
Considering the amounts recognized in "Impairment losses recognized in profit or loss," "Recoveries of previously written-off loans," and "Discount Granted," the "Impairment Losses on Financial Assets - Financial Assets Measured at Amortized Cost" totaled on December 31, 2024, R$ 28,484,030 (2023 – R$ 28,008,086 and 2022 – R$ 24,828,749).
The balances of the provisions for impairment losses by borrower segment are as follows:
| Schedule of provision for losses due to non-recovery by debtor sector | ||
| Thousand of Reais | 2024 | 2023 |
| Commercial and industrial | 10,512,903 | 11,931,131 |
| Real estate - Construction | 589,884 | 418,342 |
| Installment loans to individuals | 24,545,476 | 22,795,733 |
| Lease financing | 20,644 | 7,792 |
| Total | 35,668,907 | 35,152,998 |
d) Impaired assets
The details of the changes in the balance of financial assets classified as "Financial assets measured at amortized cost - Loans and advances to customers" and "Debt Instrument", which are recognized at amortized cost and identified as non-recoverable (as defined in note 1.h) due to credit risk, are as follows:
| Schedule of loans and advances to customers | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Balance at the start of the period | 39,886,905 | 39,223,835 | 26,923,312 |
| Net Additions | 30,069,416 | 30,393,982 | 31,920,565 |
| Written-off Assets | (27,713,967) | (29,730,912) | (19,620,042) |
| Balance at the end of the fiscal year | 42,242,354 | 39,886,905 | 39,223,835 |
| | Consolidated Financial Statements | December 31, 2024 | F - 57 |
*Values expressed in thousands, except when indicated
Below are the details of impaired financial assets, classified by maturity date:
| Schedule of non-recoverable financial assets | ||
| Thousand of Reais | 2024 | 2023 |
| With balances not yet due or maturing within 3 Months | 23,183,630 | 21,703,718 |
| With outstanding balances of: | ||
| 3 to 6 Months | 5,591,700 | 4,806,604 |
| 6 to 12 Months | 9,564,597 | 9,013,258 |
| 12 to 18 Months | 2,018,442 | 2,499,491 |
| 18 to 24 Months | 750,668 | 1,046,074 |
| More than 24 Months | 1,133,317 | 817,760 |
| Total | 42,242,354 | 39,886,905 |
| Thousand of Reais | 2024 | 2023 |
| By borrower segment: | ||
| Commercial and Industrial | 13,175,496 | 16,292,100 |
| Real Estate Credit - Construction | 1,736,049 | 1,351,934 |
| Loans to Individuals | 27,283,775 | 22,239,229 |
| Leasing | 47,034 | 3,642 |
| Total | 42,242,354 | 39,886,905 |
e) Loans overdue for less than 90 days and not classified as impaired on the specified dates
| Schedule of loan past due for less than 90 days but not classified as impaired | ||||
| Thousand of Reais | 2024 | % of total loans overdue for less than 90 days | 2023 | % of total loans overdue for less than 90 days |
| Commercial, Financial and Industrial | 7,439,903 | 25.97% | 5,319,746 | 21.81% |
| Real Estate Credit - Construction | 6,046,747 | 21.11% | 5,142,110 | 21.09% |
| Installment Loans to Individuals | 15,123,824 | 52.79% | 13,898,143 | 56.99% |
| Financial Leasing | 37,325 | 0.13% | 27,284 | 0.11% |
| Total (1) | 28,647,799 | 100.00% | 24,387,283 | 100.00% |
| (1) | Refers exclusively to loans between 1 and 90 days. |
| | Consolidated Financial Statements | December 31, 2024 | F - 58 |
*Values expressed in thousands, except when indicated
f) Leasing
Breakdown by maturity
Gross investment in lease transactions
| Schedule of gross investment in lease transactions | ||
| Thousand of Reais | 2024 | 2023 |
| Overdue | 8,581 | 875 |
| Due: | ||
| Within 1 year | 1,456,825 | 2,076,223 |
| In 1 to 5 years | 2,294,813 | 1,451,931 |
| In over 5 years | 26,684 | 21,401 |
| Total | 3,786,903 | 3,550,430 |
g) Transfer of financial assets with retention of risks and benefits
On December 31, 2024, the balance recorded in "Loans and Advances to Customers" pertaining to assigned operations was R$21,024 (2023 - R$26,696) and R$19,740 (2023 – R$25,497) under "Financial Liabilities Associated with Asset Transfer" (note 20).
The assignment transaction was executed with a joint obligation clause, mandating compulsory repurchase in the following circumstances:
| - | contracts in default for a period exceeding 90 consecutive days; |
| - | contracts subject to renegotiation; |
| - | contracts subject to portability, in accordance with Resolution No. 3,401 of Brazil's National Monetary Council ("CMN"); |
| - | contracts subject to intervention. |
| 10. | Non-current assets held for sale |
On December 31, 2024, 2023 and 2022, the total value of non-current assets held for sale included assets not in use and other tangible assets. The change in the line item "Non-current assets held for sale" is as follows:
| Schedule of non-current assets held for sale | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Balance at the beginning of the fiscal year | 1,097,212 | 909,546 | 1,065,420 |
| Loan enforcements - repossession of assets | 691,020 | 591,126 | 201,391 |
| Capital Increase in Entities Held for Sale | 25,826 | 44,079 | 56,512 |
| Disposals | (667,668) | (447,539) | (413,777) |
| Balance at the end of the fiscal year, gross | 1,146,390 | 1,097,212 | 909,546 |
| Provision for impairment losses (1) | (104,117) | (183,140) | (210,410) |
| Provision as a percentage of enforced assets | 9.08% | 16.69% | 23.13% |
| Balance at the end of the fiscal year | 1,042,273 | 914,072 | 699,136 |
| (1) | In 2024, it includes the amount of R$47,381 (2023 – R$76,321 and 2022 – R$196,649) from the reversal of provisions for depreciation on properties, established based on appraisal reports prepared by a specialized external consultancy, accounted for as provision for impairment losses. |
| | Consolidated Financial Statements | December 31, 2024 | F - 59 |
*Values expressed in thousands, except when indicated
| 11. | Investments in associates and joint ventures |
Jointly-controlled entities
Banco Santander and its subsidiaries classify investments as joint control when they have shareholder agreements that require strategic, financial, and operational decisions to receive unanimous consent from all investors.
Significant Influence
Associates are entities over which the Bank has the ability to exert significant influence (significant influence is the power to participate in the decision-making regarding the financial and operational policies of the invested entity) but does not have control or joint control.
a) Breakdown
| Schedule of jointly controlled and significant influence - participation | ||||
| Equity interest in % | ||||
| Activity | Country | 2024 | 2023 | |
| Jointly Controlled by Banco Santander | ||||
| Banco RCI Brasil S.A. | Bank | Brasil | 39.89% | 39.89% |
| Estruturadora Brasileira de Projetos S.A. - EBP (1)(2) | Other Activities | Brasil | 11.11% | 11.11% |
| Gestora de Inteligência de Crédito (1) | Credit Bureau | Brasil | 15.56% | 15.56% |
| Jointly controlled companies of Santander Corretora de Seguros | ||||
| Hyundai Corretora de Seguros | Insurance Brokerage | Brasil | 50.00% | 50.00% |
| Subsidiary of Webmotors S.A. | ||||
| Loop Gestão de Pátios S.A. (Loop) | Services | Brasil | 51.00% | 51.00% |
| Car10 Tecnologia e Informação S.A. (Car10) | Technology | Brasil | 66.67% | 66.67% |
| Subsidiary of Car10 Tecnologia e Informação S.A. | ||||
| Pag10 Fomento Mercantil Ltda. | Technology | Brasil | 100.00% | 100.00% |
| Subsidiary of Tecnologia Bancária S.A. | ||||
| Tbnet Comércio, Locação e Administração Ltda. (Tbnet) | Other Activities | Brasil | 100.00% | 100.00% |
| TecBan Serviços Integrados Ltda. | Other Activities | Brasil | 100.00% | 100.00% |
| Subsidiary of Tbnet | ||||
| Tbforte Segurança e Transporte de Valores Ltda. (Tbforte) | Other Activities | Brasil | 100.00% | 100.00% |
| Significant Influence of Banco Santander | ||||
| Núclea S.A. | Other Activities | Brasil | 17.53% | 17.53% |
| Pluxee Beneficios Brasil S.A. (3) | Benefits | Brasil | 20.00% | —% |
| Santander Auto S.A. | Other Activities | Brasil | 50.00% | 50.00% |
| Significant Influence of Santander Corretora de Seguros | ||||
| Tecnologia Bancária S.A. - TECBAN (1) | Other Activities | Brasil | 18.98% | 18.98% |
| CSD Central de Serviços de Registro e Depósito aos Mercados Financeiro e de Capitais S.A | Other Activities | Brasil | 20.00% | 20.00% |
| Biomas - Serviços Ambientais, Restauração e Carbono S.A. | Other Activities | Brasil | 16.66% | 16.67% |
| Webmotors S.A. | Other Activities | Brasil | 30.00% | 30.00% |
| | Consolidated Financial Statements | December 31, 2024 | F - 60 |
*Values expressed in thousands, except when indicated
| Schedule of jointly controlled and significant influence investments | ||
| Investments | ||
| 2024 | 2023 | |
| Jointly Controlled by Banco Santander | 644,426 | 548,339 |
| Banco RCI Brasil S.A. | 591,951 | 491,623 |
| Estruturadora Brasileira de Projetos S.A. - EBP | 387 | 209 |
| Gestora de Inteligência de Crédito | 52,088 | 56,507 |
| Jointly Controlled by Santander Corretora de Seguros | 2,307 | 1,607 |
| Hyundai Corretora de Seguros | 2,307 | 1,607 |
| Significant Influence of Banco Santander | 2,422,571 | 540,684 |
| Núclea S.A. | 306,521 | 503,922 |
| Pluxee Benefícios Brasil S.A. (3) | 2,059,643 | — |
| Santander Auto S.A. | 56,407 | 36,762 |
| Significant Influence of Santander Corretora de Seguros | 570,872 | 519,150 |
| Tecnologia Bancária S.A. - TECBAN (1) | 248,951 | 246,083 |
| CSD Central de Serviços de Registro e Depósito aos Mercados Financeiro e de Capitais S.A | 41,027 | 42,565 |
| BIOMAS – Serviços Ambientais, Restauração e Carbono S.A. | 2,923 | 3,585 |
| Webmotors S.A. | 277,971 | 226,917 |
| Total | 3,640,176 | 1,609,780 |
| (1) | Entities with a one-month lag in equity method accounting. For the recognition of equity method income, the financial position as of 12/31/2024 was utilized on 11/30/2024. |
| (2) | Despite holding a stake of less than 20%, the Bank exercises joint control over the entity with the other majority shareholders, through a shareholders' agreement that stipulates no business decision can be made by a single shareholder, that is, decisions require the unanimous consent of the parties sharing control.” |
| (3) | The balance of the transaction for the acquisition of a stake in Pluxee includes its investment in its benefits subsidiary, Pluxee Instituição de Pagamento S.A. (Current name of “Ben Benefícios e Serviços Instituição de Pagamentos S.A”) and goodwill generated by expected future profitability, as per terms described in Note 3.d. |
| Schedule of jointly controlled and significant influence results of equity | |||
| Equity method results | |||
| 2024 | 2023 | 2022 | |
| Jointly Controlled by Banco Santander | 91,247 | 60,813 | 121,499 |
| Banco RCI Brasil S.A. | 95,674 | 66,229 | 84,214 |
| Núclea S.A. | - | - | 50,607 |
| Estruturadora Brasileira de Projetos S.A. - EBP | (8) | 20 | 43 |
| Gestora de Inteligência de Crédito | (4,419) | (5,436) | (13,365) |
| Equity method results | |||
| 2024 | 2023 | 2022 | |
| Jointly Controlled by Santander Corretora de Seguros | 700 | 353 | 52,079 |
| Webmotors S.A. | - | - | 52,085 |
| Hyundai Corretora de Seguros | 700 | 353 | (6) |
| Significant Influence of Banco Santander | 184,987 | 128,414 | 12,544 |
| Núclea S.A. | 106,160 | 109,223 | - |
| Pluxee Benefícios Brasil S.A. | 53,039 | - | - |
| Santander Auto S.A | 25,788 | 19,191 | 12,544 |
| Significant Influence of Santander Corretora de Seguros | 36,052 | 49,656 | 13,057 |
| Tecnologia Bancária S.A. - TECBAN | 2,868 | 2,435 | 11,540 |
| PSA Corretora de Seguros e Serviços Ltda. | - | 1,925 | 1,021 |
| CSD Central de Serviços de Registro e Depósito aos Mercados Financeiro e de Capitais S.A | (1,538) | 2 | 496 |
| BIOMAS – Serviços Ambientais, Restauração e Carbono S.A. | (5,663) | (1,415) | - |
| Webmotors S.A. | 40,385 | 46,709 | - |
| Total | 312,986 | 239,236 | 199,179 |
| | Consolidated Financial Statements | December 31, 2024 | F - 61 |
*Values expressed in thousands, except when indicated
| Schedule of jointly controlled and significant influence total | |||
| 2024 | |||
| Total assets | Total liabilities | Total Income | |
| Jointly Controlled by Banco Santander | 14,064,120 | 13,920,211 | 212,082 |
| Banco RCI Brasil S.A. | 12,806,942 | 12,663,035 | 239,839 |
| Estruturadora Brasileira de Projetos S.A. - EBP | 1,784 | 1,783 | 1 |
| Gestora de Inteligência de Crédito | 1,255,393 | 1,255,393 | (27,759) |
| Jointly Controlled by Santander Corretora de Seguros | 3,003,077 | 3,034,120 | (31,043) |
| Tecnologia Bancária S.A. - TECBAN | 2,752,924 | 2,755,450 | (2,526) |
| Hyundai Corretora de Seguros Ltda. | 7,152 | 5,753 | 1,399 |
| CSD Central de Serviços de Registro e Depósito aos Mercados Financeiro e de Capitais S.A | 211,773 | 211,538 | 235 |
| BIOMAS – Serviços Ambientais, Restauração e Carbono S.A. | 31,228 | 61,379 | (30,151) |
| Significant Influence of Banco Santander | 11,442,660 | 10,558,737 | 883,923 |
| Núclea S.A. | 2,779,787 | 2,212,634 | 567,153 |
| Pluxee Benefícios Brasil S.A. | 8,240,021 | 7,974,827 | 265,194 |
| Santander Auto S.A. | 422,852 | 371,276 | 51,576 |
| Significant Influence of Santander Corretora de Seguros | 634,889 | 510,446 | 124,443 |
| Webmotors S.A. | 634,889 | 510,446 | 124,443 |
| Total | 29,144,746 | 28,023,514 | 1,189,405 |
| 2023 | |||
| Total assets | Total liabilities | Total Income | |
| Jointly Controlled by Banco Santander | 12,806,907 | 12,739,895 | 67,012 |
| Banco RCI Brasil S.A. | 11,547,631 | 11,442,688 | 104,943 |
| Estruturadora Brasileira de Projetos S.A. - EBP | 1,784 | 1,783 | 1 |
| Gestora de Inteligência de Crédito | 1,257,492 | 1,295,424 | (37,932) |
| Jointly Controlled by Santander Corretora de Seguros | 3,066,701 | 3,048,870 | 17,830 |
| Tecnologia Bancária S.A. - TECBAN | 2,815,300 | 2,795,143 | 20,156 |
| Hyundai Corretora de Seguros Ltda. | 5,246 | 4,540 | 707 |
| CSD Central de Serviços de Registro e Depósito aos Mercados Financeiro e de Capitais S.A | 219,149 | 213,693 | 5,455 |
| BIOMAS – Serviços Ambientais, Restauração e Carbono S.A. | 27,006 | 35,494 | (8,488) |
| Significant Influence of Banco Santander | 3,614,898 | 3,028,583 | 586,315 |
| Núclea S.A. | 3,298,189 | 2,750,256 | 547,933 |
| Santander Auto S.A. | 316,709 | 278,327 | 38,382 |
| Significant Influence of Santander Corretora de Seguros | 485,398 | 366,626 | 118,772 |
| Webmotors S.A. | 485,398 | 366,626 | 118,772 |
| Total | 19,973,904 | 19,183,974 | 789,929 |
| | Consolidated Financial Statements | December 31, 2024 | F - 62 |
*Values expressed in thousands, except when indicated
The Bank does not have guarantees granted to companies with joint control and significant influence.
The Bank does not have contingent liabilities with significant possible risk of loss related to investments for companies with joint control and significant influence.
b) Changes
The changes in the balance of this item in the years ended December 31, 2024 and 2023 were:
| Schedule of jointly controlled and significant influence changes in the balance | ||
| 2024 | 2023 | |
| Jointly Controlled by Banco Santander | ||
| Balance at the beginning of the fiscal year | 878,944 | 1,320,129 |
| Change in corporate participation | - | (386,437) |
| Addition/(disposal) | 186 | 5,000 |
| Capital decreases/reduction | - | (2,667) |
| Equity method results | 91,947 | 83,304 |
| Dividends | (81,467) | (96,701) |
| Adjustment to fair value | 86,121 | (43,684) |
| Balance at the end of the fiscal year | 975,731 | 878,944 |
| Significant Influence of Banco Santander | ||
| Balance at beginning of year | 730,836 | 407,441 |
| Change in corporate participation | - | 386,437 |
| Equity method results | 221,039 | 155,932 |
| Dividends | (297,832) | (34,423) |
| Addition/(disposal) (1) | 2,011,369 | 54 |
| Capital decreases/reduction | (2,364) | (185,371) |
| Adjustment to fair value | 1,396 | 766 |
| Balance at the end of the fiscal year | 2,664,444 | 730,836 |
| (1) Transaction for the acquisition of a stake in Pluxee Benefícios Brasil S.A. |
c) Impairment losses
No impairment losses were recognized for the non-recovery of investments in associates and joint ventures in 2024 and 2023.
| | Consolidated Financial Statements | December 31, 2024 | F - 63 |
*Values expressed in thousands, except when indicated
d) Other information
Details on the main jointly-controlled entities:
| • | Banco RCI Brasil S.A.: Incorporated as a joint-stock company and headquartered in the state of Paraná, its main objective is to engage in investment, leasing, credit, financing, and investment activities, aimed at fostering the growth of automakers Renault and Nissan in the Brazilian market, with a primary focus on financing and leasing to end consumers. It is a financial institution that is part of the RCI Banque Group and the Santander Conglomerate, with its operations being executed within a framework of institutions that operate in an integrated manner in the financial market. In accordance with the Shareholders' Agreement, the key decisions affecting this company are made jointly by Banco Santander and other controlling shareholders. |
| Schedule of principal jointly controlled entities | ||
| 2024 | 2023 | |
| Banco RCI Brasil | Banco RCI Brasil | |
| Assets | 12,276,584 | 11,124,080 |
| Liabilities | 10,782,915 | 9,908,213 |
| Cash and Cash Equivalents | 336,955 | 314,601 |
| Depreciation and amortization | (1,937) | (1,628) |
| Income | 736,066 | 625,436 |
| Interest income | 1,891,374 | 1,858,010 |
| Interest expenses | (1,119,050) | (1,224,094) |
| Income / (Expense) from Income Tax | (139,420) | (128,590) |
| Current Liabilities (excluding Trading, Other Liabilities, and Provisions) | 4,698,162 | 3,854,007 |
| Non-Current Liabilities (excluding Trading, Other Liabilities, and Provisions) | 6,084,753 | 6,054,206 |
| 12. | Tangible assets |
The Bank's tangible assets consist of fixed assets for its own use. The Bank does not hold any tangible assets as investment property nor are any assets leased under operating lease arrangements.
a) Breakdown
The detail, by class of asset, of the tangible assets in the consolidated balance sheets is as follows:
| Schedule of tangible assets | |||||||
| Thousand of Reais | |||||||
| Cost | Land and buildings | Furniture, Equipment, and Vehicles | Leased Fixed Assets | Facilities | Improvements to third party properties | Fixed Assets in Progress | Total |
| Balance on December 31, 2023 | 2,644,882 | 7,896,258 | 3,266,685 | 1,870,381 | 4,075,464 | 110,171 | 19,863,841 |
| Additions | 440 | 450,877 | 130,696 | 29,535 | 138,179 | 105,267 | 854,993 |
| Write-off | (47,160) | (516,980) | - | (133,840) | (650,968) | (394) | (1,349,343) |
| Cancellation of lease agreements | - | - | (601,124) | - | - | - | (601,124) |
| Transfers | - | 82,214 | - | 7,169 | 20,306 | (109,690) | - |
| Balance on December 31, 2024 | 2,598,162 | 7,912,368 | 2,796,257 | 1,773,245 | 3,582,982 | 105,354 | 18,768,368 |
| Accumulated depreciation | Land and buildings | Furniture, Equipment, and Vehicles | Leased Fixed Assets | Facilities | Improvements to third party properties | Fixed Assets in Progress | Total |
| Balance on December 31, 2023 | (1,033,630) | (5,386,398) | (1,873,759) | (1,427,031) | (3,052,923) | - | (12,773,741) |
| Additions | (84,982) | (831,244) | (390,712) | (89,836) | (189,503) | - | (1,586,278) |
| Write-off | 39,899 | 429,930 | 527,577 | 115,207 | 504,441 | - | 1,617,053 |
| Balance on December 31, 2024 | (1,078,712) | (5,787,712) | (1,736,894) | (1,401,660) | (2,737,986) | - | (12,742,965) |
| Impairment losses: | |||||||
| Impacts on results | (502) | (447) | - | - | - | (949) | |
| Balance on December 31, 2023 | (4,537) | - | - | - | - | (4,537) | |
| Impacts on results | 1,034 | - | - | - | - | 1,034 | |
| Balance on December 31, 2024 | (3,503) | - | - | - | - | (3,503) | |
| Book Value | |||||||
| Balance on December 31, 2023 | 1,606,716 | 2,509,860 | 1,392,926 | 443,350 | 1,022,541 | 110,171 | 7,085,564 |
| Balance on December 31, 2024 | 1,515,947 | 2,124,656 | 1,059,363 | 371,584 | 844,995 | 105,354 | 6,021,900 |
Depreciation expenses were recorded under the “Depreciation and Amortization” line item in the income statement.
| | Consolidated Financial Statements | December 31, 2024 | F - 64 |
*Values expressed in thousands, except when indicated
b) Impairment losses
For the period ended December 31, 2024, an impairment expense of R$14,720 (12/31/2023 – R$4,984).
c) Commitment to purchase tangible assets
As of December 31, 2024, the Bank had no contractual commitments for the acquisition of tangible assets.
| 13. | Intangible assets - Goodwill |
Goodwill represents the surplus between the acquisition cost and the Bank's share in the net fair value of the acquired entity's assets, liabilities, and contingent liabilities. When this excess is negative (negative goodwill), it is immediately recognized in the income statement. In accordance with IAS 36, goodwill is tested annually for impairment or whenever there are indications of impairment to the cash-generating unit to which it has been allocated. Goodwill is recorded at its cost minus accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses from the disposal of an entity include the carrying amount of the goodwill associated with the entity sold.
The recorded goodwill is subject to impairment testing (note 2.n.i). The Bank's main goodwill, as shown in the table below, is due to the acquisition of Banco Real and has been allocated according to the operating segment (note 44).
For the year 2024, we present the assumptions used and results obtained in the recoverability tests of the Group's main goodwill.
| Schedule of main assumptions | ||
| Banco Real | ||
| 2024 | 2023 | |
| Main assumptions: | ||
| Criteria for determining the recoverable amount | Value in use: cash flows | |
| Period of cash flow projections (1) | 5 years | 5 years |
| Perpetual growth rate (1) | 4.5% | 5.4% |
| Pre-tax discount rate (2) | 20.8% | 20.3% |
| Discount rate (2) | 13.61% | 13% |
| Em dia | Toro Corretora | |
| 2024 | 2024 | |
| Main assumptions: | ||
| Criteria for determining the recoverable amount | Value in use: cash flows | |
| Period of cash flow projections (1) | 5 years | 5 years |
| Perpetual growth rate (1) | 3.6% | 3.6% |
| Discount rate (2) | 13.6% | 15.2% |
| (1) | Cash flow projections are based on the internal budget and management’s growth plans, taking into account historical data, expectations, and market conditions, including industry growth, interest rates, and inflation rates. |
| (2) | The discount rate is determined based on the Capital Asset Pricing Model (CAPM). |
| Schedule of breakdown | ||
| Thousand of Reais | 2024 | 2023 |
| Breakdown | ||
| Banco ABN Amro Real S.A. (Banco Real) | 27,217,566 | 27,217,565 |
| Toro Corretora de Títulos e Valores Mobiliários Ltda. | 160,770 | 160,770 |
| Em Dia Serviços Especializados em Cobranças Ltda. | 184,447 | 184,447 |
| Olé Consignado (Current name of Banco Bonsucesso Consignado) | 62,800 | 62,800 |
| Solution 4Fleet Consultoria Empresarial S.A. | 32,590 | 32,590 |
| Return Capital Serviços de Recuperação de Créditos S.A. (current name of Ipanema Empreendimentos e Participações S.A.) | 21,304 | 41,324 |
| Santander Brasil Tecnologia S.A. | 16,381 | 16,381 |
| Return Capital Gestão de Ativos e Participações S.A. (current name of Gira, Gestão Integrada de Recebíveis do Agronegócio S.A.) | - | 5,271 |
| Apê11 Tecnologia e Negocios Imobiliarios S.A. | 9,777 | 9,777 |
| Monetus Investimentos S.A. | 39,919 | 39,919 |
| Mobills Labs Soluções em Tecnologia LTDA | 39,589 | 39,589 |
| CSD Central de Serviços de Registro e Depósito aos Mercados Financeiro e de Capitais S.A. | 42,135 | 42,135 |
| FIT Economia de Energia S.A. | 3,992 | - |
| América Gestão Serviços em Energia S.A | 61,608 | - |
| Total | 27,892,878 | 27,852,568 |
| | Consolidated Financial Statements | December 31, 2024 | F - 65 |
*Values expressed in thousands, except when indicated
| Schedule of changes of goodwill | ||
| Thousand of Reais | 2024 | 2023 |
| Balance at the beginning of the fiscal year | 27,852,568 | 27,889,327 |
| Acquisitions (write-offs): | ||
| Em Dia Serviços Especializados em Cobranças Ltda. | - | (52,180) |
| Return Capital Gestão de Ativos e Participações S.A. (current name of Gira, Gestão Integrada de Recebíveis do Agronegócio S.A.) | (5,271) | - |
| Banco PSA Finance Brasil S.A. | - | (1,557) |
| FIT Economia de Energia S.A. | 3,992 | - |
| América Gestão Serviços em Energia S.A | 61,608 | - |
| Others | (20,019) | 16,978 |
| Banco ABN Amro Real S.A. (Banco Real) | 1 | - |
| Return Capital Serviços de Recuperação de Créditos S.A. (current name of Ipanema Empreendimentos e Participações S.A.) | (20,020) | 16,978 |
| Balance at the end of the fiscal year | 27,892,878 | 27,852,568 |
A quantitative goodwill impairment test is conducted annually.
In the goodwill impairment test, conducted based on the December 2024 scenario, and where the discount and perpetuity growth rates are identified as the most sensitive assumptions for the calculation of the present value (value in use) of future discounted cash flows, it was determined that there is no evidence of impairment.
Based on the tests carried out, no loss of recoverable value of goodwill was identified on December 31, 2024 and 2023.
| 14. | Intangible assets - Other intangible assets |
The breakdown, by asset category, of other intangible assets in the consolidated balance sheets is as follows:
| Schedule of details, by asset category, of the other intangible assets | |||
| Cost | Information Technology Development | Other assets | Total |
| Balance on December 31, 2021 | 7,025,609 | 430,029 | 7,455,638 |
| Additions | 1,536,146 | 201,402 | 1,737,548 |
| Write-off | (186,429) | (1,345) | (187,774) |
| Transfers | 5,986 | (38) | 5,948 |
| Balance on December 31, 2022 | 8,381,312 | 630,048 | 9,011,360 |
| Additions | 1,821,519 | 85,353 | 1,906,872 |
| Write-off | (239,768) | (28,383) | (268,151) |
| Transfers | 6,679 | - | 6,679 |
| Balance on December 31, 2023 | 9,969,742 | 687,018 | 10,656,760 |
| Additions | 1,654,226 | 35,162 | 1,689,388 |
| Write-off | (59,759) | (424,421) | (484,180) |
| Balance on December 31, 2024 | 11,564,209 | 297,759 | 11,861,968 |
| Accumulated amortization | |||
| Balance on December 31, 2021 | (4,208,942) | (275,283) | (4,484,225) |
| Additions | (651,724) | (73,735) | (725,459) |
| Write-off | 40,085 | 2,991 | 43,076 |
| Balance on December 31, 2022 | (4,820,581) | (346,027) | (5,166,608) |
| Additions | (712,984) | (186,350) | (899,334) |
| Write-off | 34,231 | 48,714 | 82,945 |
| Balance on December 31, 2023 | (5,499,334) | (483,663) | (5,982,997) |
| Additions | (1,079,186) | (65,554) | (1,144,740) |
| Write-off | 10,862 | 388,541 | 399,403 |
| Transfers | - | - | - |
| Balance on December 31, 2024 | (6,567,658) | (160,676) | (6,728,334) |
| | Consolidated Financial Statements | December 31, 2024 | F - 66 |
*Values expressed in thousands, except when indicated
| Impairment loss - IT | Information Technology Development | Other assets | Total |
| Balance on December 31, 2021 | (93,000) | (7,094) | (100,094) |
| Impact on net profit (1) | (10,091) | (21,160) | (31,251) |
| Balance on December 31, 2022 | (103,091) | (28,254) | (131,345) |
| Impact on net profit (1) | (16,044) | (3,429) | (19,473) |
| Balance on December 31, 2023 | (119,135) | (31,683) | (150,818) |
| Impact on net profit (1) | (48,897) | - | (48,897) |
| Balance on December 31, 2024 | (168,032) | (31,683) | (199,715) |
| Book Value | |||
| Balance on December 31, 2022 | 3,457,640 | 255,767 | 3,713,407 |
| Balance on December 31, 2023 | 4,351,273 | 171,672 | 4,522,945 |
| Balance on December 31, 2024 | 4,828,519 | 105,400 | 4,933,919 |
| (1) | Refers to impairment losses on assets in the acquisition and development of software. The impairment loss on the acquisition and development of software was recognized due to obsolescence and discontinuation of the respective systems. |
Amortization expenses were recorded under the “Depreciation and Amortization” line item in the income statement.
| 15. | Other assets |
The breakdown of “Other assets” is as follows:
| Schedule of breakdown of the balance of other asset | ||
| Thousand of Reais | 2024 | 2023 |
| Other amounts receivable from customers | 1,909,055 | 1,853,699 |
| Prepaid expenses | 1,204,673 | 1,272,342 |
| Contractual Guarantees from Former Controlling Shareholders | 496 | 496 |
| Actuarial asset (Note 21) | 341,013 | 338,820 |
| Other receivables (1) | 3,500,220 | 2,531,294 |
| Total | 6,955,457 | 5,996,651 |
| (1) | Mainly represents the payment of premiums from the portfolio of payroll loans. |
| 16. | Deposits from credit institutions |
The breakdown, by classification, type and currency, of the balances of these items is as follows:
| Schedule of classification type and currency of the balances | ||
| Thousand of Reais | 2024 | 2023 |
| Classification: | ||
| Financial liabilities at amortized cost | 158,565,482 | 118,511,957 |
| Total | 158,565,482 | 118,511,957 |
| Type: | ||
| Demand deposits (1) | 858,846 | 5,100,220 |
| Time deposits (2) | 126,587,555 | 95,289,502 |
| Repurchase agreements | 31,119,081 | 18,122,235 |
| Comprising: | ||
| Operations Backed by Private Securities (3) | 13,688 | 62,882 |
| Backed operations with Government Securities | 31,105,393 | 18,059,353 |
| Total | 158,565,482 | 118,511,957 |
| (1) | Non-remunerated accounts. |
| (2) | Includes transactions with credit institutions arising from export and import financing lines, domestic transfers (BNDES and Finame), foreign transfers, and other overseas credit lines. |
| (3) | These primarily relate to repurchase agreements secured by debentures issued by the Bank itself. |
| | Consolidated Financial Statements | December 31, 2024 | F - 67 |
*Values expressed in thousands, except when indicated
| Schedule of deposits from the brazilian central bank and deposits | ||
| Thousand of Reais | 2024 | 2023 |
| Currency: | ||
| Real | 46,181,480 | 43,195,827 |
| Euro | 8,739,945 | - |
| U.S. dollar | 101,701,923 | 71,924,538 |
| Other currencies | 1,942,134 | 3,391,592 |
| Total | 158,565,482 | 118,511,957 |
| 17. | Customer deposits |
The breakdown, by classification and type, of “Customer deposits” is as follows:
| Schedule of customer deposits | ||
| Thousand of Reais | 2024 | 2023 |
| Classification: | ||
| Financial liabilities at amortized cost | 605,068,163 | 583,220,576 |
| Total | 605,068,163 | 583,220,576 |
| Type: | ||
| Demand deposits | ||
| Current accounts (1) | 41,297,264 | 36,598,932 |
| Savings accounts | 57,369,286 | 58,075,460 |
| Time deposits | 425,286,952 | 390,497,032 |
| Repurchase agreements | 81,114,661 | 98,049,152 |
| Comprising: | ||
| Backed operations with Private Securities (2) | 13,688,402 | 21,550,508 |
| Backed operations with Government Securities | 67,426,259 | 76,498,644 |
| Total | 605,068,163 | 583,220,576 |
(1) Non-remunerated accounts.
(2) Referem-se, basicamente, a operações compromissadas com lastro em debêntures de emissão própria.
Note 43-d contains a detail of the residual maturity periods of financial liabilities at amortized cost.
| 18. | Liabilities arising from securities |
The breakdown, by classification and type, of “Liabilities arising from securities” is as follows:
| Schedule of liabilities arising from securities | ||
| Thousand of Reais | 2024 | 2023 |
| Classification: | ||
| Financial Liabilities Measured at Fair Value in Income Held for Trading | 4,045,496 | 5,985,593 |
| Financial liabilities at amortized cost | 135,632,632 | 124,397,422 |
| Total | 139,678,128 | 130,383,015 |
| Type: | ||
| Real estate credit notes - LCI (1) | 45,798,532 | 41,677,823 |
| Eurobonds | 19,851,326 | 13,612,088 |
| Financial Bills (2) | 24,515,804 | 22,729,058 |
| Agribusiness credit notes - LCA | 32,447,165 | 36,422,805 |
| Secured Real Estate Notes (3) | 17,065,301 | 15,941,241 |
| Total | 139,678,128 | 130,383,015 |
| (1) | Real estate credit notes ("LCI") are fixed income securities backed by real estate loans and secured by either mortgage or fiduciary transfer of properties. As of December 31, 2024, their maturity dates ranged from 2025 to 2034 (2023 - with maturity dates from 2024 to 2030). |
| (2) | The key attributes of financial bills include a minimum term of two years, a minimum nominal value of R$50, and the permission for early redemption of only 5% of the issued amount. As of December 31, 2024, their maturity dates ranged from 2025 to 2034 (2023 - with maturity dates from 2024 to 2033). |
| (3) | Secured real estate notes are fixed-income securities backed by real estate loans collateralized by the issuer and by a pool of real estate loans segregated from the issuer's other assets. As of December 31, 2024, their maturity dates ranged from 2025 to 2035 (12/31/2023), with maturity dates from 2024 to 2035)." |
| | Consolidated Financial Statements | December 31, 2024 | F - 68 |
*Values expressed in thousands, except when indicated
| Schedule of indexing | ||
| Indexing Units: | Domestic Currency | Foreign Currency |
| Financial Bills | 100% to 107% of CDI | — |
| 100% of IPCA | — | |
| Pre fixed: 6.42% to 16.38% | — | |
| Real estate credit notes - LCI | 70% to 105.8% of CDI | — |
| Pre fixed: 4.98% to 15.66% | — | |
| Agribusiness credit notes - LCA | 70% to 108% of CDI | — |
| Pre fixed: 7.74% to 15.76% | — | |
| Secured Real Estate Notes - LIG | 80% to 106% of CDI | — |
| Eurobonds | — | Up to 9% + CDI |
| — | 4.3% of SOFR |
The currency breakdown of the balance for this item is as follows:
| Schedule of breakdown by currency | ||
| Thousand of Reais | ||
| Currency: | 2024 | 2023 |
| Real | 119,826,802 | 116,770,927 |
| U.S. dollar | 19,851,326 | 13,612,088 |
| Total | 139,678,128 | 130,383,015 |
| Average interest rate (%) | ||
| Currency: | 2024 | 2023 |
| Real | 11.4% | 11.9% |
| U.S. dollar | 6.1% | 4.9% |
| Total | 8.8% | 8.4% |
The changes in “Liabilities arising from securities” were as follows:
| Schedule of changes in liabilities arising from securities | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Balance at the beginning of the fiscal year | 130,383,015 | 116,042,393 | 86,496,576 |
| Issuances | 39,541,342 | 75,404,958 | 60,583,109 |
| Payments | (33,038,049) | (63,400,960) | (39,154,639) |
| Interest | 3,778,418 | 4,998,766 | 6,951,908 |
| Exchange differences and Others | (986,598) | (2,662,142) | 1,165,439 |
| Balance at the end of the fiscal year | 139,678,128 | 130,383,015 | 116,042,393 |
As of December 31, 2024, 2023 none of these instruments had been converted into shares of the Bank nor had they obtained privileges or rights that, under certain circumstances, would render them convertible into shares.
Note 43-d provides details on the residual maturity periods of the financial liabilities at amortized cost for each fiscal year.
The breakdown of “Eurobonds and other securities” is as follows:
| Schedule of breakdown of eurobonds and other securities | ||||
| Issuance | Maturity by | Interest Rate (p.a.) | 2024 | 2023 |
| 2021 | 2031 | Up to 9% + CDI | 4,195,534 | 3,337,315 |
| 2022 | 2035 | Up to 9% + CDI | 1,459,607 | 1,918,929 |
| 2023 | 2031 | Up to 9% + CDI | 3,102,939 | 8,355,844 |
| 2024 (1) | 2035 | Up to 9% + CDI | 11,093,246 | - |
| Total | 19,851,326 | 13,612,088 |
| (1) Includes SOFR fee |
| | Consolidated Financial Statements | December 31, 2024 | F - 69 |
*Values expressed in thousands, except when indicated
| 19. | Debt Instruments Eligible as Capital |
The details of the balance for “Debt Instruments Eligible as Capital,” associated with the issuance of instruments to constitute Tier 1 and Tier 2 of the regulatory capital as part of the Capital Optimization Plan, are as follows:
| Schedule of debt instruments eligible to compose capital | ||||||
| Thousand of Reais | Issuance | Maturity | Value (in millions) | Interest Rate (p.a.) | 2024 | 2023 |
| Tier I (1) | Nov-18 | No Term (Perpetual) | US$1,250 | 7.250% | - | 6,116,218 |
| Financial Bills - Tier II (2) | Nov-21 | Nov-31 | R$5,300 | CDI+2% | 7,995,673 | 7,072,124 |
| Financial Bills - Tier II (2) | Dec-21 | Dec-31 | R$200 | CDI+2% | 301,468 | 266,647 |
| Financial Bills - Tier II (2) | Oct-23 | Oct-33 | R$6,000 | CDI+1.6% | 6,949,991 | 6,171,978 |
| Financial Bills - Tier I (3) | Sep-24 | No Term (Perpetual) | R$7,600 | CDI+1.4% | 7,890,652 | - |
| Total | 23,137,784 | 19,626,967 |
| (1) | The issuances were conducted through the Cayman Branch and are not subject to withholding tax, with interest paid semi-annually, beginning from May 8, 2019. |
| (2) | Financial Bills issued in 2021 and 2023 include a redemption and repurchase option |
| (3) | Financial Letters issued in September 2024 have redemption and repurchase options, and interest is paid semi-annually, starting on March 5, 2025. |
| Schedule of changes in debt instruments eligible to compose capital | |||
| 2024 | 2023 | 2022 | |
| Balances at the beginning of the fiscal year | 19,626,967 | 19,537,618 | 19,641,408 |
| Issuance | 7,600,200 | 6,000,000 | - |
| Interest payment Tier I (1) | 786,823 | 461,186 | 484,291 |
| Interest payment Tier II (1) | 1,736,383 | 1,464,586 | 379,103 |
| Exchange differences / Others | 1,051,377 | (614,496) | (105,467) |
| Payments of interest - Tier I | (132,243) | (507,291) | (467,099) |
| Payments of interest - Tier II | - | (206,683) | (394,618) |
| Repurchase | (7,531,723) | (6,507,953) | - |
| Balance at the end of the fiscal year | 23,137,784 | 19,626,967 | 19,537,618 |
| (1) | Interest remuneration related to Tier 1 and Tier 2 Debt Instruments Eligible as Capital was recorded in the period’s results as “Interest and Similar Expenses” (Note 32). |
The Notes possess the following characteristics in common:
(a) Unit value of no less than US$150 thousand and in whole multiples of US$1 thousand for any amount exceeding this minimum value;
(b) The Notes may be repurchased or redeemed by Banco Santander after the 5th (fifth) anniversary of their issuance date, at the sole discretion of the Bank or due to changes in the tax legislation applicable to the Notes; or at any time, due to the occurrence of certain regulatory events.
| 20. | Other financial liabilities |
The breakdown of the balances for this item is as follows:
| Schedule of breakdown of the balances | ||
| Thousand of Reais | 2024 | 2023 |
| Credit cards | 52,876,437 | 54,169,518 |
| Transactions pending settlement (1) | 23,951,903 | 7,685,564 |
| Dividends and Interest on Equity Payable | 109,442 | 137,284 |
| Tax collection accounts - Tax payables | 1,545,784 | 1,208,245 |
| Liabilities associated with the transfer of assets (Note 9.g) | 19,740 | 25,497 |
| Other financial liabilities | 673,873 | 1,567,476 |
| Total | 79,177,179 | 64,793,584 |
| (1) | Includes transactions pending settlement with B3 S.A. and foreign currency payment orders. |
| | Consolidated Financial Statements | December 31, 2024 | F - 70 |
*Values expressed in thousands, except when indicated
| 21. | Obligations for pension and similar liabilities |
As of December 31, 2024, the balance of provisions for pension funds and similar liabilities amounted to R$1,364,437 (2023 - R$2,543,504 and 2022 - R$1,775,202).
I. Supplementary pension plan
Banco Santander and its subsidiaries sponsor closed supplementary pension entities and welfare funds, with the purpose of granting retirement and pensions complementary to those granted by Social Security, as defined in the basic regulations of each plan.
• Banesprev - Banespa Social Security Fund (Banesprev))
Benesprev manages the following defined and variable benefit plans: Plan I, Plan II, Plan III, Plan IV, Plan V, Retirement and Pension Supplement Plan – Pre 75, Sanprev Plan I, Sanprev Plan II, Sanprev Plan III, DCA, DAB and CACIBAN. All plans are closed to new subscriptions.
• Former Banespa Employees
The class action lawsuit filed by AFABESP (an association of retired and former employees of Banespa), seeking payment of a semi-annual bonus provided for in the old BANESPA bylaws, resulted in a final decision unfavorable to Banco Santander. As a result, each beneficiary of the decision may file an individual lawsuit to receive the amount due.
As the judgments adopted different positions for each case, a procedure called Incident of Resolution of Repetitive Demands (IRDR) was instituted before the Regional Labor Court (TRT) with the objective of establishing objective criteria regarding the theses defended by the Bank, mainly the prescriptive term and payment limitations until December 2006 (regarding the establishment of Plan V). On March 11, 2024, the IRDR incident was admitted for future judgment and the suspension of all lawsuits that are in the second instance (TRT) and filed in São Paulo (Capital) and other cities that are part of the jurisdiction of the TRT of São Paulo was determined.
Finally, due to the divergence in interpretation of the labor statute of limitations provided for in the Federal Constitution, an Action for Allegation of Non-Compliance with a Fundamental Precept (ADPF) was also filed, so that the Federal Supreme Court (STF) can resolve the issue and indicate the correct term to be used in the individual cases filed.
On June 27, 2024, a transaction was signed between Banco Santander, BANESPREV, AFABESP and legal advisors establishing criteria and conditions for the settlement of individual lawsuits. By August 23, 2024 (end of the adhesion period), approximately 90% of eligible beneficiaries had formalized their adhesions to said transaction, which were subsequently approved by court decision, and the respective individual lawsuits will be extinguished. Banco Santander registered an obligation related to the amounts effectively due for payment of the transaction. The amounts due for the installments settled to date, equivalent to R$2,187 million, were contributed by Banco Santander to the respective plans administered by Banesprev, responsible for administering the supplementary pension plans and for paying the transaction to the respective beneficiaries. The remaining installments will be contributed to Banesprev until May 2026 (note 24), updated in accordance with the criteria and the benefit adjustment index provided for in the regulations of the plans to which each holder is linked.
The other individual processes, whose beneficiaries did not adhere to the aforementioned transaction, are pending a final decision regarding the controversial legal issues, which will be resolved when the IRDR and ADPF are judged.
| • | Sanprev – Santander Pension Association (Sanprev) |
Closed supplementary pension entity that managed three benefit plans, two in the Defined Benefit modality and one in the Variable Contribution modality, whose management transfer process for these plans to Banesprev took place in January 2017. According to PREVIC Ordinance 389, of May 8, 2018, the termination of Sanprev's operating authorization was approved.
| • | Bandeprev - Bandepe Social Security (Bandeprev) |
Defined benefit plan sponsored by Banco Bandepe S.A. and Banco Santander, administered by Bandeprev. The plans are divided into a basic plan and a special supplementary retirement plan, with differences in eligibility, contributions and benefits for subgroups of participants. The plans have been closed to new members since 1999 for employees of Banco Bandepe S.A. and for all others since 2011.
SantanderPrevi - Private Pension Entity (SantanderPrevi): is a closed supplementary pension entity, whose objective is to establish and implement pension benefit plans, complementary to the general social security system, in accordance with current legislation.
SantanderPrevi's Retirement Plan is structured in the Defined Contribution modality and has been closed to new members since July 2018, as approved by PREVIC, with contributions shared between the sponsoring companies and the plan participants. The amounts appropriated by the sponsors for the fiscal year ended December 31, 2024 were R$62,076 (2023 – R$54,774 and 2022 – R$58,960).
There are 10 cases of benefits granted with lifetime income from a previous plan.
SBPREV - Santander Brasil Open Pension: As of January 2, 2018, Santander began offering this new optional supplementary pension program for newly hired employees and for employees who are not enrolled in any other pension plan administered by the Closed Supplementary Pension Entities of the Santander Brasil Conglomerate. This new program includes the PGBL- Free Benefits Generating Plan and VGBL-Free Benefits Generating Life modalities administered by Zurich Santander Brasil Seguros e Previdência S.A, an Open Supplementary Pension Entity, open to new members, with their contributions shared between the founding/stipulating-endorsing companies and the plan participants. The amounts appropriated by the sponsors in the fiscal year ended December 31, 2024 were R$32,505 (2023 – R$29,348 and 2022 – R$22,068 ).
| | Consolidated Financial Statements | December 31, 2024 | F - 71 |
*Values expressed in thousands, except when indicated
II. Health and Dental Care Plan
Cabesp - São Paulo State Bank Employees' Charitable Fund:
Entity focused on covering medical and dental expenses of employees hired before the privatization of Banespa in 2000, as defined in the entity's Bylaws. The plans administered by the entity are:
| • | Retirees by HolandaPrevi (previous name of SantanderPrevi); |
| • | Former Employees of Banco Real (Retirees by Circulars). |
Retirees from Bandeprev:
A health care plan granted to retirees from Banco do Estado de Pernambuco; it is a lifetime benefit. Banco Santander subsidizes 50% of the plan value for those who retired before November 27, 1998. For those who retired after this date, the subsidy is 30%.
Health Officers:
Directors, Executive Directors, Vice Presidents and Chief Executive Officers may, at their own discretion, opt for lifetime membership in the health insurance plan in the event of termination of employment with Banco Santander or companies in its conglomerate without just cause; provided that they meet the following requirements: have contributed to the health insurance plan for at least 3 (three) years; have served as a director at Banco Santander or companies in its conglomerate for at least 3 (three) years; be 55 years of age or older. The plan will be maintained under the same terms as the director enjoyed at the time of his/her termination, including the payment of his/her share, which must be made by means of a payment slip. Dependents who were active at the time of termination will remain on the same plan as the director, and the inclusion of new dependents will not be permitted under any circumstances.
Life Insurance for Retirees (Life Insurances):
Granted to Retirees by Circulars: compensation in cases of Natural Death, Disability due to Illness, Accidental Death. The subsidy is 45% of the premium value. This is a closed mass.
Life Insurance Assistance Funds (Life Insurance):
In December of 2018, life insurance coverage was included in the insurance for retirees from the DCA, DAB, and CACIBAN plans. This insurance was extended to retirees from the former Banco Meridional, with coverage according to the retiree's selection upon enrollment in the benefit. The Bank provides a subsidy of 50% of the premium for the policyholder, and some retirees have a spouse clause, contributing 100% towards the cost. This is a closed pool.
Sudameris Foundation Medical Assistance:
A free lifetime clinical assistance plan is offered to retirees who have contributed to the Sudameris Foundation for at least 25 years. This plan includes an upgrade option if the beneficiary opts for a private room, although the default offering is in a standard ward setting. In such cases, the cost is 100% of the Sudameris Foundation.
In addition, retired employees are entitled to continue as beneficiaries of the Bank's health plan, provided they meet specific legal criteria and fully cover their respective contributions. Santander provides the same level of healthcare coverage to retirees as they enjoyed during the tenure of their employment contracts. Banco Santander's obligations towards retirees are assessed using actuarial calculations based on the present value of current costs.
III. Actuarial Techniques
The value of the defined benefit obligations was determined by independent actuaries employing the following actuarial techniques:
| • | Valuation method |
Projected unit credit method, which views each year of service resulting in an additional unit of benefit entitlement and measures each unit separately.
| | Consolidated Financial Statements | December 31, 2024 | F - 72 |
*Values expressed in thousands, except when indicated
| Schedule of actuarial assumptions adopted in the calculations | ||||||
| 2024 | 2023 | 2022 | ||||
| Actuarial Assumptions Adopted in the Calculations | Retirement | Health | Retirement | Health | Retirement | Health |
| Nominal Discount Rate for Actuarial Liability | 10.6% | 10.5% | 8.7% | 8.7% | 9.44% ¹ and 9.64% | 9.46% ² and 9.64% |
| Rate for Determining Interest on Assets for the Following Fiscal Year | 10.6% | 10.5% | 8.7% | 8.7% | 9.44% ¹ and 9.64% | 9.46% ² and 9.64% |
| Projected Long-Term Inflation Rate | 3.0% | 3.0% | 3.0% | 3.0% | 3.0% | 3.0% |
| Projected Nominal Wage Growth Rate | 3.5% | N/A | 3.5% | N/A | 3.5% | N/A |
| General Mortality Table | AT2000 | AT2000 | AT2000 | AT2000 | AT2000 | AT2000 |
(1) Banesprev Plans II, V and Pré75
(2) Cabesp
Changes in the present value of liabilities accrued as defined benefits and the breakdown of actuarial gains (losses) arising from experience, financial assumptions, and demographic assumptions of 2024 and the last 2 years are as follows:
| Schedule of financial assumptions and demographic assumptions | ||||||
| Post-Employment Plans | Other Similar Obligations | |||||
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | |
| Present value of liabilities at the beginning of the fiscal period (Note 39) | 26,241,550 | 24,106,720 | 26,503,960 | 5,130,333 | 4,588,664 | 5,123,868 |
| Costs of current services (Note 39) | 586 | (911) | 1,432 | 5,694 | 4,903 | 5,015 |
| Interest cost | 2,247,577 | 2,188,015 | 2,175,565 | 438,944 | 429,103 | 427,484 |
| Paid benefits | (4,721,231) | (2,487,932) | (3,269,089) | (489,818) | (448,912) | (398,149) |
| Actuarial losses (gains) | (1,040,157) | 2,433,313 | (1,347,974) | (395,757) | 556,575 | (569,554) |
| Others | 268,045 | 2,345 | 42,826 | - | - | - |
| Present value of liabilities at the end of the fiscal period | 22,996,370 | 26,241,550 | 24,106,720 | 4,689,396 | 5,130,333 | 4,588,664 |
| Any less: | ||||||
| Fair value of plan assets (1) | 26,158,640 | 27,328,362 | 27,316,715 | 5,008,751 | 5,570,353 | 4,945,407 |
| Unrecognized assets (1) | (3,617,497) | (2,649,505) | (4,141,741) | (877,078) | (1,082,010) | (907,430) |
| Provisions - net | 455,228 | 1,562,694 | 931,746 | 557,724 | 641,990 | 550,687 |
| Total provisions for pension plans, net | 1,023,424 | 2,204,684 | 1,482,433 | |||
| Of which: | ||||||
| Actuarial provisions | 1,364,437 | 2,543,504 | 1,775,202 | |||
| Actuarial assets (note 15) (1) | 341,013 | 338,820 | 292,770 | |||
| Experience-Based Adjustments in Net Assets | (1,200,878) | (99,752) | (950,298) | (772,305) | 387,599 | (399,946) |
| Plan Experience | (2,343,241) | (585,676) | (739,281) | (416,984) | (171,107) | (10,858) |
| Changes in Financial Assumptions | 3,347,376 | (1,652,752) | 2,087,825 | 770,940 | (419,306) | 580,286 |
| Changes in Demographic Assumptions | - | (178,125) | (174) | 41,519 | 33,838 | 126 |
| Actuarial Gain (Loss) - Obligation | 1,004,135 | (2,416,553) | 1,348,370 | 395,475 | (556,575) | 569,554 |
| Return on Investments Different from the Return Implicit in the Discount Rate | (1,183,609) | (127,052) | (962,916) | (771,685) | 387,599 | (403,979) |
| Actuarial Gain (Loss) - Asset | (1,183,609) | (127,052) | (962,916) | (771,685) | 387,599 | (403,979) |
| Change in Surplus/Irrecoverable Deficit | (704,716) | 1,801,693 | (82,891) | 304,272 | (89,852) | (254,205) |
| (1) | Refers to the surplus plans Banesprev I and III, Sanprev I, II and III and Bandeprev. Refers to the surplus plans Banesprev I and III, Sanprev I, II and III and Bandeprev. |
| | Consolidated Financial Statements | December 31, 2024 | F - 73 |
*Values expressed in thousands, except when indicated
The amounts recognized in the consolidated statement of income relating to the previously mentioned defined benefit liabilities are as follows:
| Schedule of amounts recognized in the consolidated statement of income statement | ||||||
| Post-Employment Plans | Other Similar Obligations | |||||
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | |
| Income | ||||||
| Personnel expenses - Costs of current services (note 39) | 586 | (911) | 1,432 | 5,694 | 4,903 | 5,015 |
| Interest and similar income and expenses - Interest cost (net) (notes 31 and 32) | (115,866) | (198,288) | 2,175,565 | (52,667) | (42,656) | 427,484 |
| Interest and similar income and expenses - Interest on unrecognized assets (notes 31 and 32) | 273,924 | 308,381 | (2,064,384) | 99,728 | 84,729 | (382,028) |
| Other movements - Extraordinary Charges | (67) | (280) | 41,546 | - | (91) | 31 |
| Total | 158,577 | 108,902 | 154,159 | 52,755 | 46,885 | 50,502 |
The fluctuations in the fair value of the plan’s assets were as follows:
| Schedule of changes in fair value of the plan assets | ||||||
| Post-Employment Plans | Other Similar Obligations | |||||
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | |
| Fair value of plan assets at the beginning of the year | 27,328,362 | 27,316,715 | 28,321,826 | 5,570,354 | 4,945,407 | 5,096,263 |
| Interest Income (Expenses) | 2,363,706 | 2,386,330 | 2,477,872 | 491,611 | 471,759 | 449,758 |
| Remeasurement – Real gain (loss) on actuarial assets excluding interest expenses (net) | (1,200,878) | (99,752) | (950,298) | (772,305) | 387,599 | (399,946) |
| Contributions | 2,388,681 | 212,719 | 750,690 | 177,614 | 173,335 | 164,876 |
| Being: | ||||||
| By the Bank | 2,386,461 | 210,367 | 747,913 | 177,614 | 173,335 | 164,876 |
| By plan participants | 2,220 | 2,352 | 2,777 | - | - | - |
| Paid benefits | (4,721,231) | (2,487,650) | (3,269,258) | (458,523) | (407,746) | (365,544) |
| Exchange rate variations and other items | - | - | (14,117) | - | - | - |
| Fair value of plan assets at the end of the year | 26,158,640 | 27,328,362 | 27,316,715 | 5,008,751 | 5,570,354 | 4,945,407 |
The assumptions concerning healthcare cost rates have a significant impact on the amounts recognized in the financial statements. A one percentage point change in healthcare cost rates would have the following effects:
| Schedule of assumptions rates related to cost of medical care | ||||||
| Sensitivity | ||||||
| 2024 | 2023 | 2022 | ||||
| Current Service Cost and Interest | Present Value of Liabilities | Current Service Cost and Interest | Present Value of Liabilities | Current Service Cost and Interest | Present Value of Liabilities | |
| Interest rate | ||||||
| (+)0.5% | (23,750) | (231,019) | (27,627) | (346,439) | (22,524) | (240,984) |
| (-)0.5% | 25,895 | 251,828 | 24,768 | 266,243 | 24,802 | 265,351 |
| General Mortality Table | ||||||
| Applied (+) 2 years | (48,858) | (475,167) | (50,263) | (611,723) | (42,586) | (455,624) |
| Applied (-) 2 years | 50,445 | 490,605 | 48,527 | 544,105 | 45,310 | 484,763 |
| Cost of Medical Care | ||||||
| (+)0.5% | 28,376 | 275,982 | 26,968 | 291,763 | 29,297 | 313,438 |
| (-)0.5% | (26,451) | (257,258) | (30,133) | (376,538) | (27,104) | (289,978) |
The following table presents the duration of actuarial liabilities of the plans sponsored by Banco Santander:
| | Consolidated Financial Statements | December 31, 2024 | F - 74 |
*Values expressed in thousands, except when indicated
| Schedule of duration of actuarial of plans | ||||
| Post-Employment Plans | Other Similar Obligations | |||
| Plans | Duration (Average in Years) | Plans | Duration (Average in Years) | |
| Banesprev | 7.75 | Cabesp | 10.44 | |
| Sanprev | 7.17 | Bandepe | 8.64 | |
| Bandeprev | 5.65 | Clínica Grátis | 8.22 | |
| SantanderPrevi | 5.36 | Diretores Vitalícios | 6.2 | |
| CACIBAN / DAB / DCA | 5.41 / 4.61 / 4.9 | Diretores Saúde | 22.6 | |
| Circulares | 7.98 / 7.36 | |||
| Seguro de Vida | 4.75 | |||
| 22. | Provisions for judicial and administrative proceedings, commitments and other provisions |
a) Breakdown
The breakdown of “Obligation and Provisions” is as follows:
| Schedule of breakdown of obligation and provisions | ||
| Thousand of Reais | 2024 | 2023 |
| Provisions for pension funds and similar liabilities (Note 21) | 1,364,437 | 2,543,504 |
| Provisions for judicial and administrative proceedings, commitments, and other provisions | 9,612,493 | 8,930,277 |
| Judicial and Administrative Proceedings for Liabilities of Former Controlling Shareholders (Note 15) | 496 | 496 |
| Judicial and administrative proceedings | 9,065,853 | 8,457,667 |
| Comprising: | - | |
| Civil | 3,330,621 | 2,888,359 |
| Labor | 2,946,482 | 3,277,476 |
| Tax and Social Security | 2,788,750 | 2,291,832 |
| Provisions for contingent liabilities (Note 22.b.1) | 440,113 | 382,485 |
| Miscellaneous provisions | 106,031 | 89,629 |
| Total | 10,976,930 | 11,473,781 |
b) Changes
The changes in “Obligation and Provisions” were as follows:
| Schedule of changes in obligation and provisions | |||
| Thousand of Reais | 2024 | ||
| Pension Funds (1) | Other Provisions | Total | |
| Balance at the beginning of the fiscal year | 2,543,504 | 8,930,277 | 11,473,781 |
| Additions charged to income: | |||
| Interest expense and similar charges | 205,119 | - | 205,119 |
| Personnel Expenses (Note 39) | 6,280 | - | 6,280 |
| Establishment / Reversals and Adjustments of Provisions | (24) | 4,537,708 | 4,537,684 |
| Other Comprehensive Income | 736,938 | - | 736,938 |
| Establishment / Reversal of provisions for contingent commitments | - | 57,628 | 57,628 |
| Payments to external funds | (2,417,724) | - | (2,417,724) |
| Amount paid | - | (3,913,120) | (3,913,120) |
| Transfer to other assets - actuarial assets (Note 15) | 24,452 | - | 24,452 |
| Transfers, foreign exchange fluctuations, and other variations | 265,892 | - | 265,892 |
| Balance at the end of the fiscal year | 1,364,437 | 9,612,493 | 10,976,930 |
| | Consolidated Financial Statements | December 31, 2024 | F - 75 |
*Values expressed in thousands, except when indicated
| Thousand of Reais | 2023 | ||
| Pension Funds (1) | Other Provisions | Total | |
| Balance at the beginning of the fiscal year | 1,775,202 | 7,339,941 | 9,115,143 |
| Additions charged to profit or loss: | |||
| Interest and Similar Income and Expenses | 154,499 | - | 154,499 |
| Personnel Expenses (Note 39) | 3,788 | - | 3,788 |
| Establishment / Reversals and Adjustments of Provisions | (89) | 4,472,411 | 4,472,322 |
| Other Comprehensive Income | 834,702 | - | 834,702 |
| Establishment / Reversal of provisions for contingent commitments | - | (47,999) | (47,999) |
| Payments to external funds | (251,467) | - | (251,467) |
| Amount paid | - | (2,834,076) | (2,834,076) |
| Transfer to other assets - actuarial assets (Note 15) | 26,869 | - | 26,869 |
| Transfers, foreign exchange fluctuations, and other variations | - | - | - |
| Balance at the end of the fiscal year | 2,543,504 | 8,930,277 | 11,473,781 |
| Thousand of Reais | 2022 | ||
| Pension Funds (1) | Other Provisions | Total | |
| Balance at the beginning of the fiscal year | 2,728,126 | 8,876,356 | 11,604,482 |
| Additions charged to profit or loss: | |||
| Interest and Similar Income and Expenses | 156,637 | - | 156,637 |
| Personnel Expenses (Note 39) | 6,447 | - | 6,447 |
| Establishment / Reversals and Adjustments of Provisions | 40,470 | 1,652,562 | 1,693,032 |
| Other Comprehensive Income | (401,147) | - | (401,147) |
| Establishment / Reversal of provisions for contingent commitments | - | (477,543) | (477,543) |
| Payments to external funds | (783,187) | - | (783,187) |
| Amount paid | - | (2,713,474) | (2,713,474) |
| Transfer to other assets - actuarial assets (Note 15) | 27,856 | - | 27,856 |
| Transfers, foreign exchange fluctuations, and other variations | - | 2,040 | 2,040 |
| Balance at the end of the fiscal year | 1,775,202 | 7,339,941 | 9,115,143 |
| (1) | For further information, please refer to note 21. Provisions for pension funds and similar liabilities |
b.1) Provisions for contingent payments
As stated in note 1.iv, IFRS 9 mandates the recognition of a provision for expected loan losses on financial guarantee contracts that have not yet been honored. This provision expense, reflecting the credit risk, must be measured and recognized when such guarantees are honored and the guaranteed customer fails to meet their contractual obligations. Changes in these provisions during the fiscal years of 2024, 2023 and 2022 are detailed below.
| Schedule of movement of provision | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Balance at the beginning of the period | 382,485 | 430,484 | 908,027 |
| Establishment / Reversal of provisions for contingent commitments | 57,628 | (47,999) | (477,543) |
| Balance at end of year | 440,113 | 382,485 | 430,484 |
c) Provisions for Tax and Social Security, Labor and Civil Matters
Banco Santander and its subsidiaries are involved in judicial and administrative proceedings related to tax, social security, labor, and civil matters, arising from their regular business operations.
Provisions have been established based on the nature, complexity, and historical context of the legal proceedings, as well as on the assessment of loss in the companies' proceedings, informed by the opinions of both internal and external legal advisors. It is Banco Santander's policy to fully provision the value at risk for proceedings deemed to have a probable loss.
Management understands that the provisions made are sufficient to meet legal obligations and potential losses arising from judicial and administrative proceedings as follows:
c.1) Judicial and Administrative Proceedings Pertaining to Tax and Social Security Matters
Main judicial and administrative proceedings with probable loss risk
| | Consolidated Financial Statements | December 31, 2024 | F - 76 |
*Values expressed in thousands, except when indicated
Banco Santander and its subsidiaries are involved in judicial and administrative proceedings related to tax and social security disputes, which are classified based on the opinion of legal advisors as having a probable loss risk.
Provisional Contribution on Financial Transactions (CPMF) in Client Operations - R$1,167 million (12/31/2023 - R$1,099 million) in Consolidated: in May 2003, the Brazilian Federal Revenue Service issued a tax assessment notice against Santander Distribuidora de Títulos e Valores Mobiliários Ltda. (Santander DTVM) and another notice against Banco Santander (Brasil) S.A. The purpose of the proceedings was the collection of CPMF on transactions carried out by Santander DTVM in the management of its customers' funds and clearing services provided by the Bank to Santander DTVM, which occurred during the years 2000, 2001 and 2002. The administrative proceeding ended unfavorably for both Companies. On July 3, 2015, Banco and Santander Brasil Tecnologia S.A. (current name of Produban Serviços de Informática S.A. and Santander DTVM) filed a lawsuit seeking to cancel both tax debts. Said lawsuit resulted in an unfounded sentence and ruling, which led to the filing of a Special Appeal to the STJ and an Extraordinary Appeal to the STF, which are awaiting judgment. Based on the assessment of legal advisors, a provision was set up to cover the losses considered probable in the lawsuit.
National Institute of Social Security (INSS) - R$142 million in Consolidated (12/31/2023 - R$138 million in Consolidated) Banco Santander and the controlled companies discuss administratively and judicially the collection of the contribution of social security and education salary on various funds that, according to the assessment of legal advisors, do not have a salary nature.
Service Tax (ISS) - Financial Institutions – R$366 million in Consolidated (12/31/2023 - R$379 million in Consolidated): Banco Santander and the controlled companies are administratively and judicially discussing the requirement, for several municipalities, for the payment of ISS on various revenues arising from operations that are not usually classified as provision of services. Furthermore, other actions involving ISS, classified as possible risk of loss, are described in note 22 c.4.
c.2) Judicial and Administrative Proceedings Pertaining to Labor Matters
These are legal actions initiated by Labor Unions, Associations, the Labor Public Prosecutor's Office, and former employees, claiming labor rights they believe are due, particularly regarding the payment of "overtime" and other labor rights, including proceedings related to retirement benefits.
For claims regarded as routine and alike in nature, provisions are recorded based on the historical average of settled cases. Claims that do not meet this criterion are provisioned based on an individual assessment, with provisions established according to the probable risk of loss, in compliance with the law and jurisprudence, as determined by the loss assessment conducted by legal advisors.
c.3) Judicial and Administrative Proceedings Pertaining to Civil Matters
These provisions typically arise from: (i) claims requesting a review of contractual terms and conditions or monetary adjustment requests, including alleged impacts from the implementation of various government economic plans, (ii) claims related to financing contracts, (iii) enforcement actions, and (iv) claims for compensation for losses and damages. For civil claims deemed routine and alike in nature, provisions are recorded based on the historical average of settled cases. Claims that do not meet this criterion are provisioned based on an individual assessment, with provisions established according to the probable risk of loss, in compliance with the law and jurisprudence, as determined by the loss assessment conducted by legal advisors.
The main proceedings classified as probable loss risk are detailed below:
Compensatory Actions - These relate to compensation for material and/or moral damages arising from consumer relationships, primarily involving issues related to credit cards, consumer loans, current accounts, collections, loans, and other matters. For claims concerning causes deemed alike and routine for the business, within the normal course of the Bank's operations, provisions are established based on the historical average of settled cases. Claims that do not meet this criterion are provisioned based on an individual assessment, with provisions set according to the probable risk of loss, in compliance with the law and jurisprudence, as determined by the loss assessment conducted by legal advisors.
Economic Plans - These relate to judicial proceedings that claim alleged inflationary adjustments arising from Economic Plans (Bresser, Verão, Collor I and II), on the basis that such plans infringed upon vested rights associated with the application of purportedly owed inflationary indices to Savings Accounts, Judicial Deposits, and Time Deposits ("CDBs"). The provisions for these lawsuits are based on the individualized assessment of loss conducted by legal advisors.
Banco Santander is also a party to public civil actions related to the same subject matter, initiated by consumer protection entities, the Public Prosecutor's Office, or Public Defenders. Provisions are recognized only for cases with a probable loss risk, based on individual enforcement requests. The issue is currently under review by the STF. There is existing jurisprudence in the STF that is favorable to banks concerning economic phenomena similar to that of savings accounts, such as in the case of inflation adjustments to time deposits ("CDBs") and adjustments applied to contracts ("tablita").
However, the jurisprudence of the STF regarding the constitutionality of the regulations that amended Brazil's monetary standard has not yet been established. On April 14, 2010, the Superior Court of Justice ("STJ") ruled that the deadline for initiating public civil actions related to the inflation adjustments is 5 years from the date of the plans, but this ruling has not yet become final and conclusive. Accordingly, with this decision, a significant number of the claims, as filed after the x-year deadline, are expected to be declared unfounded, thereby reducing the amounts involved. The STJ also ruled that the deadline for individual savers to register for Public Civil Actions is x years, counted from the date of the final judgment of the respective case. Banco Santander is confident in the success of the positions it has advocated before these courts, due to their substance and rationale.
| | Consolidated Financial Statements | December 31, 2024 | F - 77 |
*Values expressed in thousands, except when indicated
Towards the end of 2017, the Attorney General's Office ("AGU"), the Brazilian Central Bank ("Bacen"), the Consumer Defense Institute ("Idec"), the Brazilian Savers Front ("Febrapo"), and the Brazilian Federation of Banks ("Febraban") entered into an agreement with the objective of resolving the legal disputes related to the Economic Plans.
The discussions were centered on determining the amount to be paid to each claimant, based on the balance in the savings account as of the plan's date. The total amount of the payments will depend on the number of participants, as well as the number of savers who have successfully demonstrated in court the existence of the account and the balance on the anniversary date of the index adjustment. The settlement agreement negotiated between the parties was ratified by the STF.
In a ruling by the STF, a nationwide suspension of all legal proceedings concerning the issue was ordered for the duration of the agreement, except for cases where judgments are being definitively enforced.
On March 11, 2020, the agreement was extended through an addendum, incorporating lawsuits exclusively pertaining to the discussion of the Collor Plan I. This extension is for a term of 5 years, and the ratification of the addendum's terms took place on June 03, 2020.
Management believes that the provisions made are adequate to cover the risks associated with the economic plans, in light of the ratified agreement.
c.4) Contingent Liabilities in Tax, Social Security, Labor, and Civil Matters Classified as Possible Loss Risk
These are judicial and administrative proceedings related to tax, social security, labor, and civil matters, classified, based on the opinion of legal advisors, as carrying a risk of possible loss, therefore, not provisioned.
Tax lawsuits with a possible loss classification totaled R$35,834 millions in the Consolidated (12/31/2023 - R$34,829 million), with the main lawsuits being as follows:
PIS and COFINS- Lawsuits filed by Banco Santander (Brasil) S.A. and other entities of the Group to prevent the application of Law No. 9,718/98, which changes the calculation basis of the Social Integration Program (PIS) and the Contribution for Social Security Financing (COFINS), extending it to all revenues of the entities, and not only to revenues arising from the provision of services. Regarding the Banco Santander (Brasil) S.A. case, in 2015 the Brazilian Supreme Court (STF) admitted the extraordinary appeal filed by the Federal Government regarding PIS and denied the extraordinary appeal filed by the Federal Public Prosecutor's Office regarding the contribution to COFINS, confirming the decision of the Federal Regional Court in favor of Banco Santander (Brasil) S.A. in August 2007. The STF decided, by means of General Repercussion, Theme 372 and partially accepted the Federal Government's appeal, establishing the thesis that PIS/COFINS is levied on operating revenues arising from the typical activities of financial institutions. With the publication of the judgment, the Bank filed a new appeal regarding PIS, which is awaiting analysis. Based on the assessment of legal advisors, the risk prognosis was classified as a possible loss, with an appeal not being probable. As of December 31, 2024, the amount involved is R$2.225 million. For the other legal actions, the respective PIS and COFINS obligations were established.
INSS on Profit Sharing or Results (PLR) - The Bank and its subsidiaries are subject to legal and administrative proceedings arising from questions from tax authorities regarding the collection of social security contributions on payments made as profit sharing. On December 31, 2024, the amount was approximately R$9,804 million.
Service Tax (ISS) - Financial institutions - Banco Santander and its subsidiaries are contesting both administratively and judicially the imposition by several municipalities of the ISS on various income derived from operations not typically recognized as service provision. As of December 31, 2024, the value was approximately R$3,635 million.
Non-Ratified Tax Offsetting - The Bank and its subsidiaries are engaged in both administrative and legal disputes with the Federal Revenue Service over the non-ratification of tax offsets involving credits from overpayments or undue payments. As of December 31, 2024, the total amount was approximately R$6,524 million
Losses in Credit Operations -The Bank and its subsidiaries contested the tax assessments issued by the Brazilian Federal Revenue Service, alleging the undue deduction of losses on credit transactions from the IRPJ and CSLL calculation bases for allegedly not meeting the requirements of the applicable laws. On December 31, 2024, the amount was approximately R$1,092 million
Use of CSLL Tax Loss and Negative Base - Notices of infraction issued by the Brazilian Federal Revenue for the fiscal years 2009 and 2019, concerning alleged improper offsetting of tax losses and negative CSLL base, following tax assessments from previous periods. A decision in the administrative court is pending. As of December 31, 2024, the value was approximately R$2,522 million.
Amortization of Goodwill from Banco Sudameris Acquisition - The tax authorities issued notices of violation to demand payment of IRPJ and CSLL, including late payment charges, related to the tax deduction of the amortization of the goodwill paid in the acquisition of Banco Sudameris, for the base period from 2007 to 2012. Banco Santander presented the respective administrative defenses. The first period assessed is awaiting analysis of an appeal at CARF. Regarding the period from 2009 to 2012, a lawsuit was filed to discuss the IRPJ portion, due to the unfavorable conclusion in the administrative process. For the CSLL portion of this same period, we request the withdrawal of the Special Appeal filed, aiming to take advantage of the benefits established by Law No. 14,689/2023 (quality vote). A lawsuit will be filed for the remaining portion. On December 31, 2024, the amount was approximately R$837 million.
IRPJ and CSLL Capital Gains - The Brazilian Federal Revenue Service issued a tax assessment notice against Santander Seguros (legal successor of ABN AMRO Brasil Dois Participações S.A. (AAB Dois Par) charging income tax and social contribution related to the fiscal year 2005. The Brazilian Federal Revenue Service claims that the capital gain on the sale of shares of Real Seguros S.A. and Real Vida e Previdência S.A. by AAB Dois Par should be taxed at a rate of 34.0% instead of 15.0%. The assessment was administratively challenged based on the understanding that the tax treatment adopted in the transaction was in accordance with the current tax legislation and the capital gain was duly taxed. The administrative proceeding ended unfavorably to the Company. In July 2020, the Company filed a lawsuit seeking to cancel the debt. The lawsuit is awaiting judgment. Banco Santander is responsible for any adverse outcome in this proceeding as the former controlling shareholder of Zurich Santander Brasil Seguros e Previdência S.A. On December 31, 2024, the value was approximately R$573 million.
| | Consolidated Financial Statements | December 31, 2024 | F - 78 |
*Values expressed in thousands, except when indicated
IRRF – Overseas Remittance - The Company filed a lawsuit seeking to eliminate the taxation of Income Tax Withheld at Source – IRRF, on payments derived from the provision of technology services by companies headquartered abroad, due to the existence of International Treaties signed between Brazil-Chile; Brazil-Mexico and Brazil-Spain, thus avoiding double taxation. A favorable judgment was handed down and the National Treasury appealed to the Regional Federal Court of the 3rd Region, where it awaits judgment. On December 31, 2024, the amount was approximately R$1,109 million.
Labor lawsuits with a possible loss classification totaled R$459 million in the Consolidated, including the lawsuit below:
Adjustment of Banesprev Retirement Supplements through IGPDI - Class action filed by Afabesp requesting a change in the adjustment index for social security benefits for retirees and former employees of Banespa, hired before 1975. Initially, the action was ruled unfavorably to Banco Santander, which appealed this initial decision and on August 23, 2024, it was ruled in favor of Banco Santander. Against this new decision, on August 30, 2024, AFABESP filed an Embargo for Clarification, which is pending judgment.
Liabilities related to civil lawsuits with a possible risk of loss totaled R$3,249 million in the Consolidated, with the main lawsuit being:
Indemnity lawsuit related to custody services provided by Banco Santander. The lawsuit is in the expert assessment phase and has not yet been sentenced.
| 23. | Tax assets and liabilities |
a) Income tax and social contribution
The total charges for the period can be reconciled with the accounting profit as follows:
| Schedule of total charge for the period can be reconciled to accounting profit | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Operating Profit Before Tax | 19,190,228 | 11,921,651 | 19,574,727 |
| Tax Rate (25% income tax and 20% social contribution tax) (3) | (8,635,601) | (5,364,743) | (8,890,954) |
| PIS and COFINS (net of income and social contribution taxes) (1) | (3,258,281) | (3,789,866) | (3,629,609) |
| Non-taxable/Non-deductible: | |||
| Equity method | 140,870 | 108,380 | 3,880 |
| Non-Deductible Expenses Net from Non-Taxable Income (2) | 1,345,411 | 1,016,111 | 1,161,311 |
| Adjustments: | |||
| Recognition (Reversal) of Income/Social Contribution Taxes on Temporary Differences | (224,038) | 127,166 | 312,227 |
| Interest on Equity | 2,589,128 | 2,660,040 | 2,361,830 |
| Effect of CSLL (Social Contribution on Net Profit) Rate Difference (3) | 1,441,329 | 684,133 | 715,075 |
| Other adjustments | 824,718 | 2,135,940 | 2,730,988 |
| Income taxes | (5,776,465) | (2,422,839) | (5,235,252) |
| Comprising: | |||
| Current taxes | (6,193,804) | (7,962,995) | (4,597,818) |
| Deferred taxes | 417,339 | 5,540,156 | (637,434) |
| Taxes paid during the fiscal year | (5,423,514) | (5,892,511) | (6,077,436) |
| (1) | PIS and COFINS are considered as components of the profit base (net base of certain income and expenses); therefore, in accordance with IAS 12, they are recorded as income taxes. |
| (2) | It mainly includes the tax effect on income from updates to judicial deposits and other income and expenses that are permanent differences. |
| (3) | In the Consolidated Financial Statements, we account for the difference in CSLL (Social Contribution on Net Profit) tax rates of 9% (non-financial companies), 15% (financial companies), and 20% (banks). |
Foreign Exchange Hedge of the Grand Cayman Branch, Luxembourg Branches
Banco Santander operates branches in the Cayman Islands and Luxembourg, primarily for the purpose of securing funding in the international capital and financial markets. These funds are used to provide the Bank with lines of credit, which are extended to its clients for the financing of foreign trade and working capital.
To hedge the exposure to foreign exchange fluctuations, the Bank employs derivatives and funding mechanisms. In accordance with Brazilian tax legislation, gains or losses arising from the appreciation or depreciation of the Brazilian Real on foreign investments were not taxable. However, starting in January of 2021, these have become taxable or deductible for the purposes of Income Tax (IR) and Social Contribution on Net Profit (CSLL), whereas gains or losses from derivatives used as hedging instruments are taxable or deductible. The purpose of these derivatives is to protect the net income after taxes.
Law No. 14,031, dated July 28, 2020, stipulates that from January 2021, 50% of the foreign exchange fluctuation on investments abroad must be included in the determination of actual profit and in the tax calculation base for the Social Contribution on Net Profit (CSLL) of the investing legal entity domiciled in the country. From 2022 onwards, the foreign exchange fluctuation will be fully accounted for in the taxable bases of the IRPJ and CSLL.
| | Consolidated Financial Statements | December 31, 2024 | F - 79 |
*Values expressed in thousands, except when indicated
The distinct tax treatment for PIS and COFINS taxes from these foreign exchange differences induces volatility in "Operating Income Before Tax" and the "Income Taxes" line items. Below are detailed the effects of the operations executed, as well as the aggregate impact of the foreign exchange hedge for the fiscal years ending on December 31, 2024, 2023 and 2022:
| Schedule of foreign exchange hedge | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Foreign exchange fluctuations (net) | |||
| Gains (losses) arising from exchange rate fluctuations on the Bank’s investments in the Cayman, Luxembourg, and EFC Branches | 13,627,778 | (3,281,452) | (2,643,931) |
| Gains (losses) on financial assets and liabilities | |||
| Income generated from the use of derivative contracts as foreign exchange hedge | (14,292,394) | 3,444,617 | 2,773,337 |
| Income Taxes | |||
| Tax effect of derivative contracts used as hedge - PIS/COFINS | 664,616 | (163,165) | (129,406) |
| Tax effect of derivative contracts used as hedge - Income/Social Contribution Taxes | - | - | - |
b) Effective tax rate calculation
The effective tax rates are:
| Schedule of effective tax rate | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Operating Income Before Tax | 19,190,228 | 11,921,652 | 19,574,727 |
| Income Tax | (5,776,465) | (2,422,839) | (5,235,252) |
| Effective tax rate | 30.10% | 20.32% | 26.74% |
c) Tax recognized in equity
In addition to the income tax recognized in the consolidated income statement, the Bank has recorded the following amounts directly in equity:
| Schedule of bank recorded amounts in equity | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Tax credits recognized in equity | 339,389,357 | 139,356,609 | 4,853,421 |
| Measurement of securities at fair value through other comprehensive income | 333,401,042 | 136,550,936 | 2,061,631 |
| Measurement of cash flow hedge | 2,607,676 | 223,487 | 758,045 |
| Measurement of investment hedge | 562,353 | 562,353 | 562,352 |
| Measurement of defined benefit plan | 2,818,286 | 2,019,833 | 1,471,393 |
| Tax expenses recognized in equity | (346,808,871) | (140,799,732) | (1,474,107) |
| Measurement of securities at fair value through other comprehensive income | (335,837,710) | (133,417,362) | (1,465,965) |
| Measurement of cash flow hedge | (2,628,353) | (430,444) | - |
| Measurement of investment hedge | (1,421,361) | (1,421,361) | - |
| Measurement of defined benefit plan | (6,921,447) | (5,530,565) | (8,142) |
| Total | (7,419,514) | (1,443,123) | 3,379,314 |
This pertains to deferred tax liabilities recognized in equity, arising from temporary differences accounted for in equity.
d) Deferred taxes
The balances of “Deferred Tax Assets” and “Deferred Tax Liabilities” are presented as follows:
| Schedule of balances of tax assets and liabilities | ||
| Thousand of Reais | 2024 | 2023 |
| Deferred Tax Assets | 48,223,877 | 43,445,704 |
| Comprising: | ||
| Temporary differences (1) | 42,737,528 | 37,877,300 |
| Tax loss | 5,486,349 | 5,561,066 |
| CSLL 18% | - | 7,338 |
| Total deferred tax assets | 48,223,877 | 43,445,704 |
| Deferred tax liabilities | 5,689,440 | 3,699,432 |
| Comprising: | ||
| Excess depreciation of leased assets | 394,257 | 391,490 |
| Fair value adjustment of trading securities and derivatives | 5,295,183 | 3,307,942 |
| Total deferred tax liabilities | 5,689,440 | 3,699,432 |
| (1) | Temporary differences primarily related to impairment losses on loans and receivables, provisions for judicial and administrative proceedings, and the effect of the fair value on financial instruments. |
| | Consolidated Financial Statements | December 31, 2024 | F - 80 |
*Values expressed in thousands, except when indicated
The changes in the balances of “Deferred Tax Assets” and “Deferred Tax Liabilities” over the last three fiscal years were the following:
| Schedule of changes in the balances of tax assets and liabilities | |||||
| Thousand of Reais | Balances at December 31, 2023 | Adjustment to Income | Fair value adjustments (1) | Other (2) | Balance on December 31, 2024 |
| Deferred Tax Assets | 43,445,704 | 3,124,515 | 2,460,496 | (806,838) | 48,223,877 |
| Temporary differences | 37,877,300 | 3,206,570 | 2,460,496 | (806,838) | 42,737,528 |
| Tax loss | 5,561,066 | (74,717) | - | - | 5,486,349 |
| CSLL 18% | 7,338 | (7,338) | - | - | - |
| Deferred Tax Liabilities: | 3,699,432 | 2,238,539 | 597,555 | (846,086) | 5,689,440 |
| Temporary differences | 3,699,432 | 2,238,539 | 597,555 | (846,086) | 5,689,440 |
| Total | 39,746,272 | 885,976 | 1,862,941 | 39,248 | 42,534,437 |
| Thousand of Reais | Balances at December 31, 2022 | Adjustment to Income | Adjustments to fair value (1) | Other (2) | Balance on December 31, 2023 |
| Deferred Tax Assets | 38,607,588 | 5,720,657 | (950,117) | 67,576 | 43,445,704 |
| Temporary differences | 33,086,551 | 5,673,290 | (950,117) | 67,576 | 37,877,300 |
| Tax loss | 5,521,037 | 40,029 | - | - | 5,561,066 |
| CSLL 18% | - | 7,338 | - | - | 7,338 |
| Deferred Tax Liabilities: | 3,642,000 | 169,844 | (116,235) | 3,823 | 3,699,432 |
| Temporary differences | 3,642,000 | 169,844 | (116,235) | 3,823 | 3,699,432 |
| Total | 34,965,588 | 5,550,813 | (833,882) | 63,753 | 39,746,272 |
| (1) | Refers to the tax recognized in equity. |
| (2) | In 2024, it refers mainly to the net of deferred taxes in the amount of R$39,248 (2023 – R$63,753 and 2022 – R$297,323), which have the same counterparty and realization period. |
e) Expected realization of deferred tax assets
| Schedule of expected realization of deferred tax assets | ||||||
| Deferred Tax Assets | Deferred Tax Liabilities | |||||
| Year | Temporary differences | Tax losses | CSLL 18% | Total | Temporary differences | Total |
| 2025 | 7,467,020 | 601,222 | - | 8,068,242 | 1,090,672 | 1,090,672 |
| 2026 | 7,516,111 | 30,649 | - | 7,546,760 | 1,073,259 | 1,073,259 |
| 2027 | 5,501,618 | 331,136 | - | 5,832,754 | 852,844 | 852,844 |
| 2028 | 4,748,573 | 791,529 | - | 5,540,102 | 838,550 | 838,550 |
| 2029 | 5,519,352 | 1,129,474 | - | 6,648,826 | 1,330,059 | 1,330,059 |
| 2030 to 2034 | 11,984,854 | 2,578,464 | - | 14,563,318 | 186,536 | 186,536 |
| After 2035 | - | 23,875 | - | 23,875 | 317,520 | 317,520 |
| Total | 42,737,528 | 5,486,349 | - | 48,223,877 | 5,689,440 | 5,689,440 |
| | Consolidated Financial Statements | December 31, 2024 | F - 81 |
*Values expressed in thousands, except when indicated
| 24. | Other liabilities |
Next, the breakdown of the balance of the line “Other Liabilities” line item:
| Schedule of breakdown of the balance of other liabilities | ||
| Thousand of Reais | 2024 | 2023 |
| Provisioned expenses and deferred income (1) (4) | 3,542,200 | 3,768,139 |
| Ongoing transactions (3) | 1,148,561 | 1,206,095 |
| Provision for stock-based compensation | 278,707 | 368,434 |
| Insurance contract liabilities | 1,579,095 | 1,734,544 |
| Other (2) | 6,835,316 | 11,937,018 |
| Total | 13,383,879 | 19,014,230 |
| (1) | Primarily relates to outstanding payments for personnel expenses |
| (2) | Includes Credits for Funds to be Disbursed, such as Administrative Fees, and Payables from Related Parties and Suppliers. |
| (3) | Mainly includes amounts to be transferred to credit card networks (funds in transit) and amounts to be disbursed for real estate loan operations. |
| (4) | The amount includes the effects of the obligation created as a result of the transaction signed between Banco Santander, BANESPREV, AFABESP and legal advisors on June 27, 2024. See details in note 21. |
| 25. | Other Comprehensive Income |
The "Other Comprehensive Income" line balances comprise the amounts, net of the corresponding tax effects, of adjustments to assets and liabilities temporarily recognized in equity, as presented in the Statement of Changes in Shareholders' Equity and Consolidated Statements of Comprehensive Income until they are extinguished or realized, at which point they are definitively recognized in the Consolidated Statement of Income. The values arising from subsidiaries, interest in associates, and joint ventures are presented, line by line, in the appropriate line items according to their nature.
It is important to note that the consolidated statements of comprehensive income include changes in the "Other Comprehensive Income" line item, as follows:
| - | Adjustment to fair value - Gains/(Losses): this includes the net income amount, after deducting expenses incurred during the year, recognized directly in equity. The amounts recognized in equity for the year remain in this line item, even if they are transferred to the income statement or to the initial carrying amount of assets or liabilities, or reclassified to another line item within the same year. |
| - | Amounts transferred to the income statement: these include the revaluation gains and losses previously recognized in equity, even if within the same fiscal year, which are recognized in the income statement. |
| - | Amounts transferred to the initial carrying amount of the hedged item: these include the revaluation gains and losses previously recognized in equity, even if within the same fiscal year, which are recognized in the initial carrying amount of assets or liabilities as a result of cash flow hedges. |
| - | Other reclassifications: these include the value of transfers made during the year among various fair value adjustment items. |
In the consolidated statements of comprehensive income, "Other Comprehensive Income" is recognized on a gross basis, including amounts related to non-controlling interests, and the corresponding tax effect is presented in a separate line item, except for entities that apply the equity method of accounting, whose amounts are presented net of the tax effect.
a) Financial Assets Affecting Equity
a.1) Financial Assets Measured at Fair Value through Other Comprehensive Income
Other Comprehensive Income – Financial Assets Measured at Fair Value through Other Comprehensive Income includes the net amount of unrealized changes in the fair value of assets classified as measured at Fair Value through Other Comprehensive Income (note 6), net of taxes.
The breakdown, by type of instrument and the issuer's geographical origin, of adjustments in Other Comprehensive Income – Financial Assets Measured at Fair Value through Other Comprehensive Income (IFRS 9) as of December 31, 2024, is as follows:
| | Consolidated Financial Statements | December 31, 2024 | F - 82 |
*Values expressed in thousands, except when indicated
| Schedule of other comprehensive income financial assets measured at fair value | ||||
| Thousand of Reais | 2024 | |||
| Revaluation gains | Revaluation losses | Net recognized gains/losses | Fair value | |
| Debt Instruments | ||||
| Government securities | 825,610 | (4,604,296) | (3,778,686) | 86,437,770 |
| Private securities | 2,043,223 | (429,081) | 1,614,142 | 5,621,137 |
| Total | 2,868,833 | (5,033,377) | (2,164,544) | 92,058,907 |
| Thousand of Reais | 2023 | |||
| Revaluation gains | Revaluation losses | Net recognized gains/losses | Fair value | |
| Debt Instruments | ||||
| Government securities | 2,533,250 | (1,437,728) | 1,095,522 | 58,841,921 |
| Private securities | 10,864 | (568,948) | (558,084) | 194,216 |
| Total | 2,544,114 | (2,006,676) | 537,438 | 59,036,137 |
| Thousand of Reais | 2022 | |||
| Revaluation gains | Revaluation losses | Net recognized gains/losses | Fair value | |
| Debt Instruments | ||||
| Government securities | 1,460,128 | (2,544,087) | (1,083,959) | 54,809,740 |
| Private securities | 428,640 | (52,114) | 376,526 | 582,438 |
| Total | 1,888,768 | (2,596,201) | (707,433) | 55,392,178 |
At each market disclosure, Banco Santander assesses whether there is any objective evidence that the instruments classified as Financial Assets at Fair Value through Other Comprehensive Income (debt securities) present signs of impairment due to non-recovery.
b) Cash Flow Hedge
Other Comprehensive Income - Cash Flow Hedge includes gains or losses attributable to hedging instruments that qualify as effective hedges. These amounts will remain under this line item until they are recognized in the consolidated statements of comprehensive income for the periods affected by this hedge (note 8).
c) Foreign investment hedge and Foreign Investment translation adjustments
Other Comprehensive Income - Net investment in foreign operations hedges includes the net amount of changes in the value of instruments designated as hedges for net investments in foreign operations. In 2022, this hedge was discontinued (note 8.a.5).
Foreign investment translation adjustments include the net amount of differences arising from translating the balances of consolidated entities whose functional currency is not the Brazilian Real into Brazilian Reais (note 2.a).
| 26. | Non-controlling interests |
Non-controlling interests refer to the net value of the equity equivalence of the portion of profit or loss attributable to equity instruments that do not belong, directly or indirectly, to the Bank, including the portion of annual profit attributed to subsidiaries.
a) Composition
The balance of the "Non-controlling Interests" line item is detailed below:
| | Consolidated Financial Statements | December 31, 2024 | F - 83 |
*Values expressed in thousands, except when indicated
| Schedule of balance of equity - non-controlling interests | ||
| Thousand of Reais | 2024 | 2023 |
| Total | 335,447 | 403,350 |
| Rojo Entretenimento S.A. | 11,226 | 8,165 |
| Banco Hyundai Capital | 324,819 | 268,859 |
| Return Capital Gestão de Ativos e Participações S.A. | - | (9,379) |
| Toro Corretora de Títulos e valores Mobiliários Ltda. | - | 112,023 |
| Toro Investimentos S.A. | - | 21,640 |
| Solution 4fleet Consultoria Empresarial S.A. | - | 25 |
| Apê11 Tecnologia e Negócios Imobiliários S.A. (Apê11) | - | 2,017 |
| Fit Economia de Energia S.A. | (4,382) | — |
| América Gestão Serviços em Energia S.A. | 3,784 | — |
| Schedule of balance of profit attributable to non-controlling interests | ||
| Thousand of Reais | 2024 | 2023 |
| Profit attributable to non-controlling interests | 48,257 | 49,499 |
| Comprising: | ||
| Banco PSA Finance Brasil S.A. | - | 8,068 |
| Rojo Entretenimento S.A. | 977 | 697 |
| Banco Hyundai Capital | 61,493 | 50,530 |
| Return Capital Gestão de Ativos e Participações S.A. | (6,287) | (6,774) |
| Toro Corretora de Títulos e Valores Mobiliários Ltda. | - | (3,212) |
| Toro Investimentos S.A. | - | 3,253 |
| Solution 4Fleet Consultoria Empresarial S.A. | 416 | (1,785) |
| Apê11 Tecnologia e Negócios Imobiliários S.A. (Apê11) | - | (1,278) |
| Fit Economia de Energia S.A. | (7,272) | — |
| América Gestão Serviços em Energia S.A. | (1,070) | — |
b) Changes
The changes in the balance of "Non-controlling interests" are summarized in the table below:
| Schedule of changes in the balance of non-controlling interests | |||
| 2024 | 2023 | 2022 | |
| Thousand of Reais | |||
| Balance at the beginning of the fiscal year | 403,350 | 497,342 | 334,349 |
| Incorporation / Acquisition | (112,710) | (134,214) | 20,446 |
| Dividends paid / Interest on Capital | - | (6,790) | (7,432) |
| Capital increase | - | - | 66,957 |
| Profit attributable to non-controlling interests | 48,257 | 49,499 | 52,382 |
| Others | (3,450) | (2,487) | 30,640 |
| Balance at the end of the fiscal year | 335,447 | 403,350 | 497,342 |
| 27. | Shareholders’ equity |
a) Share capital
In accordance with the Bylaws, Banco Santander's Capital may be increased up to the limit of the authorized capital, regardless of statutory reform, upon deliberation by 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, observing the legal limits established regarding the number of preferred shares. Any capital increase exceeding this limit will require shareholder approval.
At the Ordinary General Meeting held on April 26, 2024, the increase in share capital in the amount of R$10,000,000,000.00 (ten billion reais) was approved, without the issuance of new shares, through the capitalization of part of the balance of the statutory profit reserve. In this way, the share capital of Banco Santander Brasil becomes R$65,000,000,000.00 (sixty-five billion reais).
The share capital, fully subscribed and paid up, is divided into registered, book-entry shares with no nominal value.
| | Consolidated Financial Statements | December 31, 2024 | F - 84 |
*Values expressed in thousands, except when indicated
| Schedule of divided into registered book-entry shares with no par value | ||||||
| Thousand of shares | ||||||
| 2024 | 2023 | |||||
| Common | Preferred | Total | Common | Preferred | Total | |
| Brazilian residents | 138,618 | 164,502 | 303,120 | 124,804 | 150,621 | 275,425 |
| Foreign residents | 3,680,077 | 3,515,334 | 7,195,411 | 3,693,891 | 3,529,215 | 7,223,106 |
| Total shares | 3,818,695 | 3,679,836 | 7,498,531 | 3,818,695 | 3,679,836 | 7,498,531 |
| (-) Treasury shares | (19,452) | (19,452) | (38,904) | (27,193) | (27,193) | (54,386) |
| Total outstanding | 3,799,243 | 3,660,384 | 7,459,627 | 3,791,502 | 3,652,643 | 7,444,145 |
b) Dividends and interest on equity
The Company's bylaws ensure that shareholders receive a minimum dividend of 25% of their net profit for each fiscal year, adjusted in accordance with the law. Preferred shares do not have voting rights and cannot be converted into common shares, but they have the same rights and benefits granted to common shares, in addition to priority in the distribution of dividends and an additional 10% on dividends paid to common shares, and in the reimbursement of capital, without premium, in the event of the Bank's dissolution.
The dividends were calculated and paid in accordance with Brazilian Corporation Law.
Before the Annual General Meeting of Shareholders, the Board of Directors may resolve to declare and pay dividends from the profits earned, based on: (i) balance sheets or retained earnings reported in the most recent balance sheet, or (ii) balance sheets prepared for periods shorter than six months, provided that the total dividends paid in each half of the fiscal year do not exceed the value of the capital reserves. These dividends are fully attributed to the mandatory dividends.
Below, we present the distribution of Dividends and Interest on Equity made on December 31, 2024 and December 31, 2023.
| Schedule of distribution of dividends and interest on equity | |||||||
| 2024 | |||||||
| Real per Thousand Shares / Units | |||||||
| Thousand of Reais | Gross | Net | |||||
| Common | Preferred | Units | Common | Preferred | Units | ||
| Interest on Capital (1)(5) | 1,500,000 | 191.84 | 221.02 | 412.86 | 163.06 | 179.37 | 342.43 |
| Interest on Capital (2)(5) | 1,500,000 | 191.62 | 210.78 | 402.40 | 162.88 | 179.16 | 342.04 |
| Interest on Capital (3)(5) | 1,500,000 | 191.67 | 210.83 | 402.50 | 162.92 | 179.21 | 342.13 |
| Interest on Capital (4)(5) | 1,300,000 | 166.10 | 182.71 | 348.81 | 141.18 | 155.30 | 296.48 |
| Dividends (4)(5) | 200,000 | 25.55 | 28.11 | 53.66 | 25.55 | 28.11 | 53.66 |
| Total | 6,000,000 | ||||||
| (1) | Deliberated by the Board of Directors on January 11, 2024, paid on February 8, 2024, without any remuneration as monetary adjustment. |
| (2) | Deliberated by the Board of Directors on April 10, 2024, paid on May 15, 2024, without any remuneration as monetary adjustment. |
| (3) | Deliberated by the Board of Directors on July 10, 2024, paid on August 9, 2024, without any remuneration as monetary adjustment. |
| (4) | Deliberated by the Board of Directors on October 10, 2024, paid on November 8, 2024, without any remuneration as monetary adjustment. |
| (5) | They were fully attributed to the mandatory minimum dividends distributed by the Bank for the 2024 financial year. |
| 2023 | |||||||
| Real per Thousand Shares / Units | |||||||
| Thousand of Reais | Gross | Net | |||||
| Common | Preferred | Units | Common | Preferred | Units | ||
| Interest on Capital (1)(5) | 1,700,000 | 217.92 | 239.71 | 457.63 | 185.23 | 203.75 | 388.98 |
| Interest on Capital (2)(5) | 1,500,000 | 192.03 | 211.23 | 403.26 | 163.22 | 179.55 | 342.77 |
| Interest on Capital (3)(5) | 1,500,000 | 192.07 | 211.28 | 403.35 | 163.26 | 179.58 | 342.84 |
| Interest on Capital (4)(5) | 1,120,000 | 143.42 | 157.76 | 301.18 | 121.91 | 134.10 | 256.00 |
| Dividends (4)(5) | 380,000 | 48.66 | 53.53 | 102.19 | 48.66 | 53.53 | 102.19 |
| Total | 6,200,000 | ||||||
| (1) | Approved by the Board of Directors on January 19, 2023, paid on March 6, 2023, without any remuneration as monetary adjustment. |
| (2) | Approved by the Board of Directors on April 13, 2023, paid on May 15, 2023, without any remuneration as monetary adjustment. |
| (3) | Approved by the Board of Directors on July 13, 2023, paid on August 16, 2023, without any remuneration as monetary adjustment. |
| (4) | Approved by the Board of Directors on October 10, 2023, paid on November 10, 2023, without any remuneration as monetary adjustment. |
| (5) | They were fully attributed to the mandatory minimum dividends distributed by the Bank for the 2023 financial year. |
| | Consolidated Financial Statements | December 31, 2024 | F - 85 |
*Values expressed in thousands, except when indicated
c) Reserves
The net income, after deductions and legal provisions, will be allocated as follows:
Legal reserve
In accordance with Brazilian corporate legislation, 5% towards the legal reserve until it reaches 20% of the capital. This reserve is established to protect the integrity of the share capital and may only be utilized to offset losses or to increase the capital.
Capital reserve
The Bank's capital reserve comprises: goodwill reserves from the subscription of shares and other capital reserves, and may only be used to absorb losses that exceed retained earnings and profit reserves; redemption, repurchase, or acquisition of the Bank's own shares; addition to the share capital; or payment of dividends to preferred shares under specific circumstances.
Dividend equalization reserve
After the distribution of dividends, any remaining balance, upon a proposal by the Executive Board and approval by the Board of Directors, may be allocated to the establishment of a reserve for dividend equalization, limited to 50% of the Share Capital. This reserve is designed to secure funds for dividend payments, including in the form of Interest on Equity, or their advances, with the objective of maintaining the payout flow to shareholders.
d) Treasury shares
At a meeting held on January 24, 2024, the Board of Directors approved, in continuation of the Repurchase Program that expired on the same date, a new Repurchase Program for Units and ADRs issued by Banco Santander, directly or through its branch in Cayman, for maintenance in treasury or subsequent sale.
The Buyback Program covers the acquisition of up to 36,205,005 Units, representing 36,205,005 common shares and 36,205,005 preferred shares, which corresponded, on December 31, 2024, to approximately 1% of the Bank's share capital. On December 31, 2024, Banco Santander had 356,245,448 common shares and 384,049,858 preferred shares outstanding.
The purpose of the buyback is to (1) maximize value generation for shareholders through efficient management of the capital structure; and (2) enable the payment of directors, management-level employees and other employees of the Bank and companies under its control, under the terms of the Long-Term Incentive Plans. The term of the Buyback Program is up to 18 months from February 6, 2024, ending on August 6, 2025.
| Schedule of treasury shares | ||
| 2024 | 2023 | |
| Quantity | Quantity | |
| Units | Units | |
| Treasury shares at beginning of the period | 27,193 | 31,161 |
| Shares Acquisitions | 2,770 | 1,272 |
| Payment - Share-based compensation | (10,511) | (5,240) |
| Treasury shares at end of the period | 19,452 | 27,193 |
| Balance of Treasury Shares in thousand of Reais | R$882,936 | R$1,105,012 |
Emission Costs in thousands of Reais | R$1,771 | R$1,771 |
| Balance of Treasury Shares in thousands of Reais | R$884,707 | R$1,106,783 |
| Schedule of cost share price | ||
| Cost/Share Price | Units | Units |
| Minimum cost (*) | R$7.55 | R$7.55 |
| Weighted average cost (*) | R$27.46 | R$27.62 |
| Maximum cost (*) | R$49.55 | R$49.55 |
| Share Price | R$24.93 | R$31.00 |
| (*) | Since the beginning of trading on the stock exchange. |
Additionally, for the fiscal year ended December 31, 2024, trading of treasury shares resulted in a gain of R$25,163 (2023 – gain of R$27,921), which was directly recognized in equity under capital reserves.
| | Consolidated Financial Statements | December 31, 2024 | F - 86 |
*Values expressed in thousands, except when indicated
| 28. | Earnings per share |
a) Basic earnings per share
Basic earnings per share are calculated by dividing the net profit attributable to the Parent Company by the weighted average number of shares outstanding during the year, excluding the average number of treasury shares held over the same period.
| Schedule of basic earnings per share | |||
| 2024 | 2023 | 2022 | |
| Profit attributable to the Parent | 13,365,506 | 9,449,313 | 14,287,093 |
| Earnings per share (in Reais BRL) | |||
| Basic Profit per 1,000 shares (in Reais - BRL) | |||
| Common shares | 1,708.02 | 1,208.83 | 1,831.43 |
| Preferred shares | 1,878.82 | 1,329.71 | 2,014.57 |
| Net Profit attributable - Basic (in Reais BRL) | |||
| Common shares | 6,488,760 | 4,587,598 | 6,936,588 |
| Preferred shares | 6,876,746 | 4,861,715 | 7,350,505 |
| Weighted average shares outstanding (in thousands) - Basic | |||
| Common shares | 3,799,003 | 3,795,082 | 3,787,533 |
| Preferred shares | 3,660,144 | 3,656,223 | 3,648,674 |
b) Diluted earning per share
Diluted earnings per share is calculated by dividing the net profit attributable to the Parent Company by the weighted average number of shares outstanding during the year, excluding the average number of treasury shares held over the same period, and including the potential dilutive effect of long-term compensation programs.
| Schedule of diluted earning per share | |||
| 2024 | 2023 | 2022 | |
| Profit attributable to the Parent | 13,365,506 | 9,449,313 | 14,287,093 |
| Earnings per share (in Reais - BRL) | |||
| Diluted earnings per 1,000 shares (in Reais - BRL) (1) | |||
| Common shares | 1,708.02 | 1,208.83 | 1,831.43 |
| Preferred shares | 1,878.82 | 1,329.71 | 2,014.57 |
| Net Profit attributable - Basic (in Reais - BRL) (1) | |||
| Common shares | 6,488,760 | 4,587,598 | 6,936,588 |
| Preferred shares | 6,876,746 | 4,861,715 | 7,350,505 |
| Weighted average shares outstanding (in thousand) - Diluted | |||
| Common shares | 3,799,003 | 3,795,082 | 3,787,533 |
| Preferred shares | 3,660,144 | 3,656,223 | 3,648,674 |
| (1) | Since the exercise price of the benefit programs presents an average, in the periods presented, are higher than the average market price of the shares, its its dilutive effect are not computed. |
| 29. | Fair value of financial assets and liabilities |
According to IFRS 13, the measurement of fair value using a fair value hierarchy that reflects the model used in the measurement process must comply with the following hierarchical levels:
Level 1: Determined based on unadjusted public price quotations in active markets for identical assets and liabilities, including public debt securities, equities, and listed derivatives.
Level 2: Represents derivatives of data other than the quoted prices included in Level 1, which are observable for the asset or liability, either directly (such as prices) or indirectly (derived from prices).
Level 3: Derived from valuation techniques that incorporate data for assets or liabilities not based on observable market variables (non-observable data).
Financial Assets and Liabilities Measured at Fair Value through Profit or Loss or through Other Comprehensive Income
Level 1: Securities and financial assets characterized by high liquidity and observable prices in an active market are classified within level 1. This level includes most Brazilian Government Securities (notably LTN, LFT, NTN-B, and NTN-F), stocks listed on the stock exchange, and other securities traded in the active market.
| | Consolidated Financial Statements | December 31, 2024 | F - 87 |
*Values expressed in thousands, except when indicated
Level 2: When price quotes are not observable, Management, utilizing its own internal models, makes its best estimate of the price that would be established by the market. These models rely on data based on observable market parameters as a key reference. The most reliable evidence of the fair value of a financial instrument at initial recognition is the transaction price, unless the fair value can be derived from other market transactions involving the same or similar instruments, or can be determined using a valuation technique where the variables used include only observable market data, particularly interest rates. These securities are classified at level X of the fair value hierarchy and primarily consist of Government Securities (NTN-A), repurchase agreements, cancellable LCI, and are in a market that is less liquid than those classified at level 1.
Level 3: In cases where information is not based on observable market data, Banco Santander employs internally developed models to accurately measure the fair value of these instruments. Instruments with low liquidity are primarily classified at level 3.
Derivatives
Level 1: Derivatives traded on stock exchanges are classified within level 1 of the hierarchy.
Level 2: Derivatives traded over-the-counter, in the valuation of financial instruments (mainly swaps and options), observable market data such as exchange rates, interest rates, volatility, correlations between indices, and market liquidity are typically utilized.
In pricing the referenced financial instruments, the Black-Scholes model methodology (exchange rate options, interest rate index options, caps, and floors) and the present value method (discounting future values based on market curves) are employed.
Level 3: Non-exchange traded derivatives, for which there is no observable information in an active market, have been classified as level 3, encompassing exotic derivatives.
| Category | Type Asset/Liability | Valuation technique | Main unobservable inputs |
| Linear derivatives | Coupon Fra | BMF Closing Prices | Currency Coupon rate - long term |
| Inflation Swap | Discounted cash flow | IGPM Coupon rate | |
| Interest Rate Swap | Discounted cash flow | Pre-fixed rates – long term | |
| Non linear derivatives | Equities Options | Black&Scholes | Implicit volatility- long term |
| Inflation Options | Black&Scholes | IPCA Implicit volatility- long term | |
| Interest Rate Options | Black&Scholes | IDI Implicit volatility- long term | |
| Currency Options | Black&Scholes | USD/BRL Implicit volatility- long term | |
| Cash | Pension Plan Liability | Actuarial Model | IGPM Coupon rate |
| Private Bonds | Discounted cash flow | Discount rate ("Yields") | |
| Public Bonds | Discounted cash flow | NTN-C and TDA Discount rate ("Yields") | |
| Put options | Put Options | Discounted cash flow | Growth and Discount rates |
The table below provides a summary of the fair values of financial assets and liabilities for the fiscal years ended on December 31, 2024 and 2023, classified according to the various measurement methods the Bank has adopted to determine their fair value.
| Schedule of fair values of financial assets and liabilities | ||||
| 12/31/2024 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Financial Assets Measured At Fair Value Through Profit Or Loss | 90,905,041 | 132,973,627 | 7,123,218 | 231,001,886 |
| Debt instruments | 88,260,075 | 15,624,289 | 3,700,691 | 107,585,055 |
| Equity instruments | 2,644,966 | 296,834 | 27,023 | 2,968,823 |
| Derivatives | - | 39,468,524 | 707,294 | 40,175,818 |
| Loans and advances to customers | - | 2,223,593 | 2,688,210 | 4,911,803 |
| Reserves at the Central Bank of Brazil | - | 75,360,387 | - | 75,360,387 |
| Financial Assets Measured At Fair Value Through Other Comprehensive Income | 88,640,516 | - | 3,438,024 | 92,078,540 |
| Debt instruments | 88,620,903 | - | 3,438,004 | 92,058,907 |
| Equity instruments | 19,613 | - | 20 | 19,633 |
| Hedging derivatives (assets) | - | 30,481 | - | 30,481 |
| Financial Liabilities Measured At Fair Value Through Profit Or Loss | - | 82,213,242 | 509,368 | 82,722,610 |
| Derivatives | - | 38,771,080 | 509,368 | 39,280,448 |
| Short positions | - | 39,396,666 | - | 39,396,666 |
| Bonds and securities obligations | - | 4,045,496 | - | 4,045,496 |
| Hedging derivatives (liabilities) | - | 129,826 | - | 129,826 |
| | Consolidated Financial Statements | December 31, 2024 | F - 88 |
*Values expressed in thousands, except when indicated
| 12/31/2023 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Financial Assets Measured At Fair Value Through Profit Or Loss | 76,857,391 | 125,495,820 | 6,568,685 | 208,921,896 |
| Debt instruments | 74,213,933 | 6,115,373 | 3,961,886 | 84,291,192 |
| Equity instruments | 2,643,458 | 743,991 | 34,705 | 3,422,154 |
| Derivatives | - | 27,450,135 | 1,819,517 | 29,269,652 |
| Loans and advances to customers | - | 2,288,135 | 752,577 | 3,040,712 |
| Reserves at the Central Bank of Brazil | - | 88,898,186 | - | 88,898,186 |
| Financial Assets Measured At Fair Value Through Other Comprehensive Income | 54,822,917 | 1,618,535 | 2,610,638 | 59,052,090 |
| Debt instruments | 54,818,332 | 1,618,535 | 2,599,270 | 59,036,137 |
| Equity instruments | 4,585 | - | 11,368 | 15,953 |
| Hedging derivatives (assets) | - | 25,069 | - | 25,069 |
| Financial Liabilities Measured At Fair Value Through Profit Or Loss | - | 48,667,180 | 914,261 | 49,581,441 |
| Derivatives | - | 22,849,596 | 914,261 | 23,763,857 |
| Short positions | - | 19,831,991 | - | 19,831,991 |
| Bonds and securities obligations | - | 5,985,593 | - | 5,985,593 |
| Hedging derivatives (liabilities) | - | 1,176,571 | - | 1,176,571 |
Level 3 Fair Value Changes
The tables below detail the transactions that occurred during the year 2024 and 2023 assets and liabilities classified as Level 3 in the fair value hierarchy:
| Schedule of fair value hierarchy | |||||
| Fair Value | Gains/ losses (Realized/Not Realized) | Transfers to Level 3 | Additions / Low | Fair value | |
| 12/31/2023 | 12/31/2024 | ||||
| Financial Assets Measured At Fair Value Through Profit Or Loss | 6,568,685 | (67,560) | (4,276,225) | 4,898,318 | 7,123,218 |
| Financial Assets Measured At Fair Value Through Other Comprehensive Income | 2,610,638 | (167,705) | (98,568) | 1,093,659 | 3,438,024 |
| Financial Liabilities Measured At Fair Value In Profit Or Loss Held For Trading | 914,261 | (214,958) | (189,987) | 52 | 509,368 |
| Fair Value | Gains/ losses (Realized/Not Realized) | Transfers to Level 3 | Additions / Low | Fair value | |
| 12/31/2022 | 12/31/2023 | ||||
| Financial Assets Measured At Fair Value Through Profit Or Loss | 3,652,114 | (50,682) | 1,093,895 | 1,873,358 | 6,568,685 |
| Financial Assets Measured At Fair Value Through Other Comprehensive Income | 1,503,441 | 30,764 | 1,090,459 | (14,026) | 2,610,638 |
| Financial Liabilities Measured At Fair Value In Profit Or Loss Held For Trading | 233,762 | (109,800) | 384,082 | 406,217 | 914,261 |
Fair Value Changes Linked to Credit Risk
Fair value changes attributable to credit risk are determined based on fluctuations in credit default swap prices relative to similar obligations of the same debtor, when such prices are observable, as credit default swaps more accurately reflect the market's assessment of credit risks for a specific financial asset. When these prices are not observable, the fair value changes attributable to credit risk are calculated as the total of fair value changes not attributable to shifts in the benchmark interest rate or other observable market rates. In the absence of specific observable data, this approach provides a reasonable approximation of the changes attributable to credit risk, estimating margin changes over the benchmark value that the market may demand for the financial asset.
| | Consolidated Financial Statements | December 31, 2024 | F - 89 |
*Values expressed in thousands, except when indicated
Financial assets and liabilities not measured at fair value
The Bank's financial assets are measured at fair value in the consolidated balance sheet, except for financial assets measured at amortized cost.
Similarly, the Bank's financial liabilities, excluding those held for trading and those measured at fair value, are measured at amortized cost in the consolidated balance sheet.
i) Financial assets measured at a value other than fair value
Below, we present a comparison between the carrying amounts of the Bank's financial assets measured at values other than their fair values and their respective fair values as of December 31, 2024, 2023 and 2022:
| Schedule of financial assets measured at other than fair value and their respective fair values | |||||
| 12/31/2024 | |||||
| Assets | Accounting Value | Fair Value | Level 1 | Level 2 | Level 3 |
| Open market investments | 37,084,254 | 37,084,254 | 37,084,254 | - | - |
| Financial Assets Measured At Amortized Cost: | |||||
| Loans and amounts due from credit institutions | 30,177,627 | 30,177,627 | - | 6,757,021 | 23,420,606 |
| Loans and advances to customers | 561,178,111 | 554,791,402 | - | - | 554,791,402 |
| Debt instruments | 84,529,222 | 84,380,507 | 34,616,776 | - | 49,763,731 |
| Reserves at the Central Bank of Brazil | 92,439,824 | 92,439,824 | - | 92,439,824 | - |
| Total | 805,409,038 | 798,873,614 | 71,701,030 | 99,196,845 | 627,975,739 |
| 12/31/2023 | |||||
| Assets | Accounting Value | Fair Value | Level 1 | Level 2 | Level 3 |
| Open market investments | 23,122,550 | 23,122,550 | 23,122,550 | - | - |
| Financial Assets Measured At Amortized Cost | |||||
| Loans and amounts due from credit institutions | 25,716,845 | 25,716,845 | - | 2,980,557 | 22,736,288 |
| Loans and advances to customers | 514,936,423 | 514,905,503 | - | - | 514,905,503 |
| Debt instruments | 101,087,321 | 102,199,262 | 35,646,863 | 4,033,706 | 62,518,693 |
| Reserves at the Central Bank of Brazil | 81,969,532 | 81,969,532 | - | 81,969,532 | - |
| Total | 746,832,671 | 747,913,692 | 58,769,413 | 88,983,795 | 600,160,484 |
ii) Financial liabilities measured at a value other than fair value
Below, we present a comparison between the carrying amounts of the Bank's financial liabilities measured at values other than their fair values and their respective fair values as of December 31, 2024, and 2023:
| Schedule of financial liabilities measured at other than fair value and their respective fair values | |||||
| 12/31/2024 | |||||
| Liabilities | Accounting Value | Fair Value | Level 1 | Level 2 | Level 3 |
| Financial Liabilities at Measured Amortized Cost: | |||||
| Deposits of credit institutions | 158,565,482 | 158,565,482 | - | 35,608,595 | 122,956,887 |
| Customer deposits | 605,068,163 | 605,831,373 | - | 81,663,106 | 524,168,267 |
| Marketable debt securities | 135,632,632 | 137,664,088 | - | - | 137,664,088 |
| Debt instruments Eligible Capital | 23,137,784 | 23,137,784 | - | - | 23,137,784 |
| Other financial liabilities | 79,177,179 | 79,177,179 | - | - | 79,177,179 |
| Other financial liabilities | 1,001,581,240 | 1,004,375,906 | - | 117,271,701 | 887,104,205 |
| 12/31/2023 | |||||
| Liabilities | Accounting Value | Fair Value | Level 1 | Level 2 | Level 3 |
| Financial Liabilities at Measured Amortized Cost: | |||||
| Deposits of credit institutions | 118,511,957 | 118,511,957 | - | 21,632,841 | 96,879,116 |
| Customer deposits | 583,220,576 | 582,530,160 | - | 97,165,180 | 485,364,980 |
| Marketable debt securities | 124,397,422 | 124,265,003 | - | - | 124,265,003 |
| Debt instruments Eligible Capital | 19,626,967 | 19,626,967 | - | - | 19,626,967 |
| Other financial liabilities | 64,793,584 | 64,793,584 | - | - | 64,793,584 |
| Other financial liabilities | 910,550,506 | 909,727,671 | - | 118,798,021 | 790,929,650 |
| | Consolidated Financial Statements | December 31, 2024 | F - 90 |
*Values expressed in thousands, except when indicated
The methodologies and assumptions applied in estimating fair value are outlined below:
Loans and other receivables from credit institutions and customers - The fair value is estimated for groups of similar credit transactions. The fair value of loans is determined by discounting future cash flows using the interest rates of new contracts. In other words, the future cash flow of the current loan portfolio is projected based on contractual rates, and then, spreads derived from new loans are incorporated into the risk-free interest rate curve to calculate the fair value of the loan portfolio. Regarding behavioral assumptions, it is important to underscore that the prepayment rate is applied to the loan portfolio, thereby enabling a more realistic projection of future cash flows.
Deposits from credit institutions and customers - The fair value of the deposits was calculated by discounting the difference between the cash flows under contractual conditions and the current market rates for instruments with similar maturities. The fair value of variable-rate time deposits was considered to be close to their carrying amount.
Liabilities arising from securities - The fair values of these items were estimated by calculating the discounted cash flows, using the market interest rates for liabilities with similar terms and maturities.
Debt Instruments Eligible as Capital – these refer to the transaction fully executed with a related party, within the context of the Capital Optimization Plan, whose carrying amount is similar to the fair value.
The valuation techniques employed for estimating each level are detailed in note 2.e.
Management reviewed the criteria for classifying the fair value level of assets and liabilities measured at amortized cost, which are presented exclusively for disclosure purposes, and concluded that they are more appropriately classified as level 3, given the observable market data.
| 30. | Operational Ratios |
The Brazilian Central Bank requires financial institutions to maintain a Regulatory Capital (RC), Tier 1 Capital, and Common Equity Tier 1 Capital (CET1) that are compatible with the risks inherent in their activities, exceeding the minimum Required Regulatory Capital, represented by aggregating the credit risk, market risk, and operational risk components.
As established in CMN Resolution No. 4,958/2021, the Regulatory Capital requirement is set at 11.50%%, comprising 8.00% of Minimum Regulatory Capital, 2.50% of Capital Conservation Buffer, and 1.00% of Systemic Risk Buffer. The Tier 1 Capital Ratio stands at 9.50%, and the Minimum Common Equity Tier 1 Capital is 8.00%. Continuing with the implementation of the rules set forth by CMN Resolution No. 4,955/2021, the calculation of capital adequacy ratios is conducted on a consolidated basis, utilizing data from the Prudential Conglomerate, as established by CMN Resolution No. 4,950/2021, demonstrated below:
| Schedule of financial conglomerate | ||
| Thousand of Reais | 2024 | 2023 |
| Tier I Regulatory Capital | 85,562.9 | 81,259.1 |
| Principal Capital | 77,547.6 | 75,042.8 |
| Supplementary capital | 8,015.3 | 6,216.3 |
| Tier II Regulatory Capital | 15,488.4 | 13,644.2 |
| Regulatory Capital (Tier I and II) | 101,051.2 | 94,903.3 |
| Credit Risk (1) | 603,286.5 | 560,780.9 |
| Market Risk (2) | 43,523.7 | 33,002.7 |
| Operational Risk | 60,643.3 | 60,491.1 |
| Total RWA (3) | 707,453.5 | 654,274.7 |
| Basel I Ratio | 12.09 | 12.43 |
| Basel Principal Capital | 10.96 | 11.48 |
| Basel Regulatory Capital | 14.28 | 14.51 |
| (1) | Credit risk exposures subject to capital requirement calculations under the standardized approach (RWACPAD) are based on the procedures established by BCB Resolution No. 229, dated May 12, 2022. |
| (2) | Includes the portions for market risk exposures subject to variations in interest rates (RWAjur1), foreign currency coupons (RWAjur2), price indexes (RWAjur3), and interest rate coupons (RWAjur4), the price of commodities (RWAcom), the price of shares classified in the trading portfolio (RWAacs), portions for exposure to gold, foreign currency and operations subject to exchange rate variation (RWAcam), and adjustment for derivatives arising from variation in the counterparty's credit quality (RWAcva).. Risk Weighted Assets or risk weighted assets. |
| (3) | Risk Weighted Assets or risk weighted assets. |
Banco Santander discloses its Risk Management Report on a quarterly basis, which includes information on risk management, a concise description of the Recovery Plan, capital management, RC, and RWA. The report, providing more detailed insights into the assumptions, framework, and methodologies, is available at www.santander.com.br/ri.
Financial institutions are required to maintain the allocation of funds to fixed assets in alignment with the adjusted Regulatory Capital level. The funds allocated to fixed assets, determined on a consolidated basis, are limited to 50% of the value of the adjusted Regulatory Capital, as per current regulations. Banco Santander is in compliance with the established requirements.
| | Consolidated Financial Statements | December 31, 2024 | F - 91 |
*Values expressed in thousands, except when indicated
| 31. | Interest and similar income |
Interest and similar income in the consolidated income statement comprise interest accrued during the year on all financial assets with either an implicit or explicit return, calculated by applying the effective interest method, irrespective of the fair value measurement, and adjustments to income as a result of hedge accounting. Interest is recognized on a gross basis, without the deduction of withholding taxes.
The breakdown of the main items of interest and similar income earned in 2024, 2023 and 2022 is presented below:
| Schedule of breakdown of the main items of interest and similar charges accrued | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Cash and balances with the Brazilian Central Bank | 17,990,483 | 13,807,832 | 10,202,362 |
| Loans and advances - Credit institutions | 2,992,514 | 2,234,602 | 2,722,311 |
| Loans and advances - Customers | 75,859,217 | 81,330,804 | 73,596,047 |
| Debt instruments | 29,500,935 | 24,195,031 | 22,001,700 |
| Pension Plans (note 21) | 36,014 | 36,973 | 19,587 |
| Other interest | 10,804,315 | 6,677,465 | 6,683,111 |
| Total | 137,183,478 | 128,282,707 | 115,225,118 |
| 32. | Interest and similar expenses |
Interest and similar expenses" in the consolidated income statement consist of interest accrued in the year on all financial liabilities with implicit or explicit return, including remuneration in kind, calculated using the effective interest method, regardless of the measurement of the fair value, cost adjustments as a result of hedge accounting and interest costs attributed to pension funds.
The breakdown of the main items of interest and similar charges accrued in 2024, 2023 and 2022 is as follows:
| Schedule of breakdown interest and similar charges accrued | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Deposits from credit institutions | 8,905,425 | 9,828,381 | 6,736,736 |
| Customer deposits | 58,469,742 | 48,543,885 | 38,508,954 |
| Marketable debt securities and subordinated liabilities: | |||
| Marketable debt securities (note 18) | 3,778,418 | 4,998,766 | 6,951,908 |
| Debt Instruments Eligible to Compose Capital (note 19) | 2,523,206 | 1,925,772 | 863,394 |
| Pension Plans (note 21) | 241,133 | 189,138 | 176,224 |
| Other interest (1) | 6,586,994 | 15,912,731 | 14,484,725 |
| Total | 80,504,918 | 81,398,673 | 67,721,941 |
| (1) | It is mainly composed of Expenses with Interest on Repo Agreements |
| 33. | Equity instrument income |
The "Equity Instrument Income" line item encompasses dividends and payments received as well as the profits generated by invested entities after the acquisition of equity instruments.
The breakdown of the balance for this line item is presented below:
| Schedule of breakdown of the balance income equity instruments | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Equity instruments classified as: | |||
| Financial Assets Measured At Fair Value Through Profit Or Loss | 31,626 | 18,658 | 33,985 |
| Financial Assets Measured At Fair Value Through Other Comprehensive Income | 52,021 | 3,521 | 4,088 |
| Total | 83,647 | 22,179 | 38,073 |
| 34. | Fee and commission income |
The "Fee and Commission Income" line item includes all fees and commissions accrued to the Bank's benefit during the year, excluding those that are incorporated into the effective interest rate on financial instruments.
The breakdown of the balance for this line item is presented below:
| Schedule of breakdown of fee and commission | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Collection and payment services: | |||
| Bills | 961,360 | 1,040,113 | 1,097,170 |
| Demand accounts | 2,965,171 | 2,940,423 | 2,917,271 |
| Cards (Credit and Debit) and Acquiring Services | 6,663,921 | 6,528,718 | 5,890,549 |
| Checks and other | 87,459 | 98,884 | 109,014 |
| Orders | 1,095,150 | 905,907 | 751,766 |
| Total | 11,773,061 | 11,514,045 | 10,765,770 |
| | Consolidated Financial Statements | December 31, 2024 | F - 92 |
*Values expressed in thousands, except when indicated
| Marketing of non-Banking financial products: | |||
| Investment funds | 573,929 | 510,695 | 568,455 |
| Insurance and brokerage commissions | 4,183,116 | 3,646,974 | 3,524,201 |
| Capitalization plans | 622,573 | 712,660 | 803,052 |
| Total | 5,379,618 | 4,870,329 | 4,895,708 |
| Securities services: | |||
| Securities underwriting and placement | 1,077,297 | 1,167,677 | 1,017,763 |
| Securities trading | 329,009 | 291,167 | 325,960 |
| Administration and custody | 984,656 | 898,058 | 704,936 |
| Asset management | 418 | 1,645 | 890 |
| Total | 2,391,380 | 2,358,547 | 2,049,549 |
| Other: | |||
| Foreign exchange | 1,835,203 | 1,856,492 | 1,888,194 |
| Financial guarantees | 884,711 | 757,770 | 678,908 |
| Other fees and commissions | 1,401,014 | 1,097,595 | 959,594 |
| Total | 4,120,928 | 3,711,857 | 3,526,696 |
| Total | 23,664,987 | 22,454,778 | 21,237,723 |
| 35. | Fee and commission expenses |
The "Fee and Commission Expenses" line item reflects the total amount of fees and commissions paid or payable during the year, excluding those that are incorporated into the effective interest rate on financial instruments.
The breakdown of the balance for this line item is presented below:
| Schedule of fees and commissions paid or payable | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Commissions assigned to third parties (1) | 4,541,274 | 4,147,976 | 3,918,115 |
| Other fees and commissions | 1,918,504 | 2,666,837 | 2,443,728 |
| Total | 6,459,778 | 6,814,813 | 6,361,843 |
| (1) | Primarily consisting of credit cards. |
| 36. | Gains (losses) on financial assets and liabilities (net) |
Gains (losses) on financial assets and liabilities comprise the fair value adjustments of financial instruments, excluding those related to accrued interest from applying the effective interest method and provisions, as well as the gains or losses incurred from buying or selling financial instruments.
The breakdown of the balance for this line item, categorized by type of instrument, is presented below:
| Schedule of breakdown of the balance of this item, by type of instrument | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Financial Assets Measured At Fair Value Through Profit Or Loss (1) | (641,147) | 3,440,830 | 4,801,086 |
| Financial Assets Not Measured At Fair Value Through Profit Or Loss | (180,427) | (463,844) | (239,777) |
| Of which: Financial assets at fair value through other comprehensive income | |||
| Debt instruments | (105,789) | (42,405) | (42,552) |
| Equity instruments | (74,638) | (421,439) | (197,225) |
| Of which: Financial Assets Measured At Fair Value Through Other Comprehensive Income | |||
| Gains or losses from hedge accounting, net | (537,100) | (247,467) | (407,973) |
| Total | (1,358,674) | 2,729,519 | 4,153,336 |
| (1) | Includes the foreign exchange hedge of the Bank’s position in Cayman (note 23). |
| | Consolidated Financial Statements | December 31, 2024 | F - 93 |
*Values expressed in thousands, except when indicated
| 37. | Foreign exchange fluctuations (net) |
Foreign exchange fluctuations reflect the gains or losses on currency transactions, the changes resulting from the conversion of monetary items from a foreign currency to the functional currency, and the gains or losses recognized on non-monetary foreign currency assets at the time of disposal.
| Schedule of exchange differences | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Revenue with Exchange Variations | 121,821,934 | 104,400,557 | 170,221,459 |
| Expenses with Exchange Variations | (120,334,255) | (103,335,390) | (169,675,569) |
| Total | 1,487,679 | 1,065,167 | 545,890 |
| 38. | Other Operating Expenses (Net) |
The breakdown of the "Other Operating Income (Expenses)" line item is presented below:
| Schedule of other operating income and expenses | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Other operating income | 1,135,725 | 714,363 | 885,774 |
| Other operating expense | (1,172,124) | (866,732) | (1,238,328) |
| Contributions to fund guarantee of credit - FGC | (615,722) | (563,421) | (488,448) |
| Total | (652,121) | (715,790) | (841,002) |
| 39. | Personnel expenses |
a) Breakdown
The breakdown of the “Personnel Expenses” line item is presented below:
| Schedule of personnel expenses | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Wages and salaries | 7,087,141 | 6,640,403 | 6,311,240 |
| Social security costs | 1,692,382 | 1,654,056 | 1,431,129 |
| Benefits | 1,753,478 | 1,659,195 | 1,602,744 |
| Defined benefit pension plans (note 21) | 6,280 | 3,867 | 6,447 |
| Contributions to defined contribution pension plans | 215,685 | 180,926 | 128,091 |
| Share-based compensation | 294,088 | 163,695 | 39,876 |
| Training | 68,043 | 61,686 | 59,832 |
| Other personnel expenses | 480,899 | 450,098 | 317,636 |
| Total | 11,597,996 | 10,813,926 | 9,896,995 |
| | Consolidated Financial Statements | December 31, 2024 | F - 94 |
*Values expressed in thousands, except when indicated
b) Stock-based compensation
Banco Santander has long-term compensation programs linked to the market price performance of its instruments (Local and Global shares/options). The members of Banco Santander's Executive Board are eligible for these plans, in addition to participants who have been determined by the Board of Directors, whose selection takes into account seniority in the group. Members of the Board of Directors only participate in these plans when they hold positions on the Executive Board.
b.1) Local and Global Program
| Schedule of share-based compensation | ||||||||||||
| 01/01 to | 01/01 to | 01/01 to | ||||||||||
| Program | Liquidity Type | Vesting Period | Period of Exercise | 12/31/2024 | 12/31/2023 | 12/31/2022 | ||||||
| 01/2024 to 12/2027 | 2026, 2027 and 2028 | R$ | 1,100,000 | (1) | R$ | — | (1) | R$ | — | (1) | ||
| 01/2023 to 12/2026 | 2026 | 20,263 | SANB11 | 15,637 | SANB11 | — | SANB11 | |||||
| 01/2023 to 12/2026 | 2025 and 2026 | R$ | 750,000 | (1) | R$ | 750,000 | (1) | R$ | — | (1) | ||
| 01/2022 to 12/2025 | 2025 | 118,363 | SANB11 | 118,363 | SANB11 | 66,323 | SANB11 | |||||
| 01/2021 to 12/2023 | 2023 | R$ | — | (4) | R$ | — | (4) | R$ | 1,500,000 | (4) | ||
| 01/2021 to 10/2024 | 2024 | R$ | — | (1) | R$ | 18,270,000 | (1) | R$ | 23,490,000 | (1) | ||
| Santander Brasil Bank Shares | 09/2020 to 09/2022 | 2022 | — | SANB11 | — | SANB11 | 209,278 | SANB11 | ||||
| Local | 09/2020 to 09/2022 | 2024 | — | SANB11 | 217,291 | SANB11 (2) | 222,178 | SANB11 (2) | ||||
| 01/2020 to 12/2022 | 2023 | R$ | — | (2) | R$ | — | (2) | R$ | 4,002,000 | (2) | ||
| 01/2020 to 09/2023 | 2023 | — | SANB11 | — | SANB11 | 139,163 | SANB11 | |||||
| 07/2019 to 06/2022 | 2022 | — | SANB11 | — | SANB11 | 111,066 | SANB11 | |||||
| 07/2019 to 06/2022 | 2022 | — | SANB11 | — | SANB11 | 304,594 | SANB11 | |||||
| 07/2019 to 06/2022 | 2024 | — | SANB11 | 292,537 | SANB11 (2) | 343,863 | SANB11 (2) | |||||
| 01/2019 to 12/2021 | 2022 and 2023 | R$ | — | (3) | R$ | — | (3) | R$ | 40,403 | (3) | ||
| 2023 | — | SAN (3) | 80,412 | SAN (3) | 159,253 | SAN (3) | ||||||
| 2023, with limit for options' exercise until 2030 | 420,394 | Op. SAN Shares (3) | 420,394 | Op. SAN Shares (3) | 832,569 | Op. SAN Shares (3) | ||||||
| 02/2024 | 117,601 | SAN (4) | 117,601 | SAN (4) | 124,184 | SAN (4) | ||||||
| 02/2024, with a limit for exercising the options until 02/2029 | 183,840 | Op. SAN Shares (4) | 350,839 | Op. SAN Shares (4) | 370,477 | Op. SAN Shares (4) | ||||||
| Global | Santander Spain Shares and Options | 2025 | 95,786 | SAN (4) | 95,786 | SAN (4) | 150,703 | SAN (4) | ||||
| 2025, with a limit for exercising the options until 2030 | 367,827 | Op. SAN Shares (4) | 367,827 | Op. SAN Shares (4) | 578,713 | Op. SAN Shares (4) | ||||||
| 2026 | 175,476 | SAN (4) | 199,680 | SAN (4) | 199,680 | SAN (4) | ||||||
| 2026, with a limit for exercising the options until 2033 | 472,469 | Op. SAN Shares (4) | 537,637 | Op. SAN Shares (4) | 537,637 | Op. SAN Shares (4) | ||||||
| 2027 | 8,528 | SAN (4) | 9,095,000 | SAN (4) | — | SAN (4) | ||||||
| 2027, with a limit for exercising the options until 2032 | 80,476 | Op. SAN Shares (4) | — | Op. SAN Shares (4) | — | Op. SAN Shares (4) | ||||||
| 2028 | 2,411 | SAN (4) | — | SAN (4) | — | SAN (4) | ||||||
| 2028, with a limit for exercising the options until 2033 | 9,888 | Op. SAN Shares (4) | — | Op. SAN Shares (4) | — | Op. SAN Shares (4) | ||||||
| 12/2024, with payment in 2025 | 50,419 | SANB11 | — | SANB11 | — | SANB11 | ||||||
| | Consolidated Financial Statements | December 31, 2024 | F - 95 |
*Values expressed in thousands, except when indicated
| 12/2025, with payment in 2026 | 70,346 | SANB11 | — | SANB11 | — | SANB11 | ||||||
| R$ | 1,850,000 | (1) | R$ | 19,020,000 | (1) | R$ | 28,992,000 | (1) | ||||
| Balance of Plans on December 31, 2024 | R$9,095,000 | (4) | ||||||||||
| 259,391 | SANB11 | 643,828 | SANB11 | 1,436,867 | SANB11 | |||||||
| 293,799 | Op. Ações SAN (4) | |||||||||||
| 399,802 | SAN (3) (4) | 1,139,060 | SAN (3) (4) | 434,140 | SAN (3) (4) | |||||||
| 1,444,530 | SAN (3) (4) | 106,147 | SAN (3) (4) | 1,781,759 | SAN (3) (4) | |||||||
| (1) | Plan target in Reais, paid in SANB11 shares according to the achievement of the plan's performance indicators at the end of the vesting period, based on the price of the last 15 trading sessions of the month immediately prior to payment. |
Throughout 2024, 551,572 gross shares were paid and the amount of R$1,820,000 was canceled due to non-achievement of the contracts' performance indicators.
| (2) | Long-Term Incentive Plans finalized, with 486,502 shares paid and 23,326 shares canceled throughout 2024. |
| (3) | Plan completed with 100% achievement. The portion equivalent to 80,412 shares was paid in cash in Mar/2024 (after the lockup) and 78,841 shares were canceled. The options may be exercised until the end of the period for exercise in 2030, and in the period we had the cancellation of 412,175 options. |
| (4) | Target of the plan in shares and options on Global shares, to be paid in cash at the end of the vesting period, according to the achievement of the plan's performance indicators. |
Our long-term programs are divided into local and global plans, with specific performance indicators and rules in the event of dismissal to be entitled to receive.
Global ILP (Long Term Incentive) Plans)
We currently have 5 global plans launched in 2019, 2020, 2021, 2022 and 2023. Eligible executives have target incentives in global shares and options, with payment after a minimum deferral period of three years and settlement of the sale value of the Assets in reais.
Pricing Model
The pricing model is based on the Local Volatility model or Dupire model, which allows simultaneous calibration of all quoted European options. In addition to this model, there is an extension to deal with uncertainty in dividends, where part of the dividend value is considered confirmed, and the rest is linked to the performance of the underlying. This extended model is integrated into a PDE engine, which numerically solves the corresponding stochastic differential equation to calculate the expected value of the product.
Data and assumptions used in the pricing model, including the weighted average share price, exercise price, expected volatility, option life, expected dividends and the risk-free interest rate
| • | The weighted average share price (and exercise price) is €3.104 based on the 15-day weighted average between 01/07/2022 and 01/27/2022 |
| • | The expected volatility used was 33.80 |
| • | Options expire on 02/01/2033 |
| • | Expected dividends range from approximately 6.6 cents in the short term (2022) to approximately 5.75 cents per share per year in the long term (2030) |
| • | The discount curve used gives a discount of 0.96 for 2030 |
The exercise price, in all cycles and if the objectives established in the regulations are achieved, will be the market price on the exercise date.
Local ILP Plans (Long-Term Incentive)
Long-term incentive plans may be granted in accordance with the strategy of new companies in the group or specific businesses, generally with a vesting period of 3 years.
Each plan will have a specific contract and its calculation and payment must be approved by the established governance, observing local and global regulatory resolutions.
The reference value of each participant will be converted into SANB11 shares, normally at the price of the last 15 trading sessions of the month immediately preceding the payment of the plan.
At the end of the vesting period, payment of either the resulting shares in the case of local plans or the value equivalent to the shares/options of global plans are made with a 1-year restriction, and this payment is still subject to the application of the Malus/Clawback clauses. , which may reduce or cancel the shares to be delivered in cases of non-compliance with internal regulations and exposure to excessive risks and in cases of material failure to comply with financial reporting requirements, in accordance with Section 10D, of the Exchange Act (SEC) , applicable to companies with shares listed on the NYSE.
| | Consolidated Financial Statements | December 31, 2024 | F - 96 |
*Values expressed in thousands, except when indicated
Impact on Results
The impacts on results are recognized in the Personnel Expenses line item, as detailed below:
| Schedule of impacts on the result are recorded in the personnel expenses | ||||
| Consolidated | ||||
| 01/01 to | 01/01 to | 01/01 to | ||
| 12/31/2024 | 12/31/2023 | 12/31/2022 | ||
| Program | Settlement Type | |||
| Local | Santander Actions (Brazil) | 6,178 | 17,097 | 25,506 |
| Global | Santander Spain shares and stock options | 6,953 | 6,380 | 3,534 |
b.2) Stock-Based Variable Compensation
The long-term incentive plan (deferral) sets forth the criteria for the disbursement of future deferred portions of variable compensation, taking into account sustainable financial foundations over the long term. This includes the possibility of applying reductions or cancellations in response to the risks undertaken and the fluctuations in the cost of capital.
The variable compensation plan, which is linked to Banco Santander shares, is divided into 2 programs: (i) Identified Group and (ii) Other Employees. The impacts on results are recognized in the Personnel Expenses line item, as detailed below:
| Schedule of variable remuneration referenced to shares | |||||
| 01/01 to | 01/01 to | 01/01 to | |||
| Program | Participant | Liquidity Type | 12/31/2024 | 12/31/2023 | 12/31/2022 |
| Collective Identified | Members of the Executive Committee, Statutory Officers and other executives who assume significant and responsible risks of control areas | 50% in cash indexed to 100% of CDI and 50% and instruments | 139,470 | 156,962 | 8,228 |
| Unidentified Collective | Management-level employees and employees who are benefited by the Deferral Plan | 50% in cash indexed to 100% of CDI and 50% and instruments | 170,949 | 223,562 | 76,275 |
| | Consolidated Financial Statements | December 31, 2024 | F - 97 |
*Values expressed in thousands, except when indicated
| 40. | Other Administrative Expenses |
a) Breakdown
The breakdown of the balance for this line item is as follows:
| Schedule of breakdown - other administrative expenses | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| General maintenance expenses | 878,393 | 896,232 | 895,734 |
| Technology maintenance expenses | 2,409,697 | 2,383,988 | 2,577,479 |
| Advertising | 516,448 | 521,964 | 540,593 |
| Communications | 351,019 | 501,765 | 421,522 |
| Per diems and travel expenses | 201,195 | 163,057 | 72,647 |
| Taxes other than income tax | 154,047 | 173,147 | 148,950 |
| Surveillance and cash courier services | 474,477 | 524,680 | 548,759 |
| Insurance premiums | 25,311 | 26,783 | 21,977 |
| Specialized and technical services | 2,413,970 | 2,397,149 | 2,228,715 |
| Technical reports | 409,138 | 512,257 | 425,767 |
| Others specialized and technical services | 2,004,832 | 1,884,892 | 1,802,948 |
| Other administrative expenses (1) | 1,393,951 | 1,159,950 | 886,742 |
| Total | 8,818,508 | 8,748,715 | 8,343,118 |
| (1) | As of December 31, 2024, this is predominantly comprised of Business Formalization Expenses of R$1,001,084 (2023 – R$949,009 and 2022 - R$926,119), Data Processing Expenses of R$263,719 (2023 – R$157,010 and 2022 - R$155,326), Service Expenses of R$250,192 (2023 - income of R$152,065 and 2022 - R$52,165), and Recovery of Charges and Expenses of R$558,296 (2023– R$304,025 and 2022 – R$435,717) |
b) Other Information
The “Technical Reports” line item encompasses the fees paid by the various entities within the Consolidated Group to their respective auditors, broken down as follows:
| Schedule of balance of technical reports | ||
| Thousand of Reais | 2024 | 2023 |
| Independent audit of the financial statements of the companies included in the consolidation scope | 29,987 | 27,100 |
| Audit Related | 588 | 300 |
| Tax Services | 105 | 215 |
| Others | 1,980 | 2,885 |
| Total | 32,660 | 30,500 |
The approximate tax amount, as per Law No. 12,741/2012 was R$5,687 (2023 - R$4,580).
| 41. | Gains (losses) on disposal of assets not classified as non-current assets held for sale |
The breakdown of the balance for this line item is as follows:
| Schedule of gains losses on disposal of assets not classified as non-current assets held for sale | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Gains | 1,854,664 | 1,038,003 | 62,951 |
| Tangible and intangible assets | 84,633 | 114,159 | 62,951 |
| Investments (1) | 1,770,031 | 923,844 | - |
| Losses | (48,481) | (39,595) | (40,596) |
| Tangible and intangible assets | (48,481) | (33,956) | (40,596) |
| Investments | - | (5,639) | - |
| Total | 1,806,183 | 998,408 | 22,355 |
| (1) | In 2024, this refers to the Partnership operation between Banco Santander (Brasil) S.A. and Pluxee International, as per the terms described in Note 3.d. In 2023, results from the sale of 40% of Webmotors, as per Note 3.l. |
| | Consolidated Financial Statements | December 31, 2024 | F - 98 |
*Values expressed in thousands, except when indicated
| 42. | Gains (losses) on disposal and expenses on non-current assets held for sale not classified as discontinued operations |
The breakdown of the balance of this item is as follows:
| Schedule of gains losses on disposal and expenses of non current assets | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Composition | |||
| Net constitution of reversal of provision of non-financial assets | 79,024 | 29,707 | 47,130 |
| Result on the Sale of non-financial assets | 54,272 | 32,260 | 73,588 |
| Operating expenses of non-financial assets | (27,260) | (16,772) | (11,591) |
| Total | 106,036 | 45,195 | 109,127 |
| 43. | Other disclosures |
a) Guarantees and commitments
The Bank offers a range of guarantees to help its clients improve their credit standing and enable them to compete effectively. The table below details all the guarantees as of December 31, 2024 and 2023.
As required, the "Maximum potential value of future payments" represents the notional amounts that could be regarded as a loss in the event of a total default by the guaranteed parties, without taking into account possible recoveries from guarantees held or pledged, or recoveries on appeal. There is no correlation between these values and the probable losses on these guarantees. In fact, the "Maximum potential value of future payments" significantly exceeds the inherent losses.
| Schedule maximum potential amount of future payments | ||
| Thousand of Reais | 2024 | 2023 |
| Maximum potential amount of future payments | ||
| Contingent liabilities | ||
| Guarantees and other sureties | 60,657,334 | 62,579,329 |
| Financial guarantees | 33,246,872 | 44,891,226 |
| Performance guarantees | 1,903,656 | 1,994,311 |
| Financial letters of credit | 25,485,782 | 15,667,096 |
| Other | 21,024 | 26,696 |
| Other contingent exposures | 3,730,419 | 3,091,932 |
| Documentary Credits | 3,730,419 | 3,091,932 |
| Total Contingent Liabilities | 64,387,753 | 65,671,261 |
| Commitments | ||
| Loan commitments drawable by third parties (1) | 205,309,683 | 177,455,391 |
| Total Commitments | 205,309,683 | 177,455,391 |
| Total | 269,697,436 | 243,126,652 |
| (1) | Includes approved and unutilized limits for overdrafts, credit cards, and other similar facilities. |
The Bank provides its clients with financial guarantees in commitments with third parties. The Bank retains the right to seek reimbursement from clients for any amounts it is required to pay under these guarantees. Additionally, cash or other forms of high liquidity collateral may be held against these commitments. These contracts are subject to the same credit assessment process as that applied to loans.
The Bank expects that these guarantees will expire without the need for any cash advances. Therefore, in the normal course of operations, the Bank anticipates that these transactions will have virtually no impact on its liquidity.
Performance guarantees are issued to secure clients' commitments, such as contractually specified investments, and to provide specified products, basic goods, or maintenance or warranty services to third parties, ensuring project completion in accordance with contractual terms, among other obligations. Included within standby letters of credit are guarantees for loan repayment, credit lines, promissory notes, and commercial acceptances. The Bank invariably requires collateral to issue this type of financial guarantee. In documentary credits, the Bank acts as a payment intermediary between commercial entities across different countries (import/export operations). In these transactions, the parties involved handle documents rather than the actual goods these documents represent. Typically, the basic goods traded serve as collateral for the transaction, and the Bank may extend certain credit lines. Commitments for loans redeemable by third parties primarily encompass most credit card lines and commercial commitments. Credit card lines may be unilaterally terminated by the issuer. Commercial commitments are generally one-year lines, contingent upon the client providing requisite information.
The risk criteria for issuing all types of guarantees, standby letters of credit, documentary credits, and all signature risks are generally the same as those used for other credit risk products and, therefore, are subject to the same admission and monitoring standards. Guarantees provided on behalf of clients undergo the same credit quality review process as any other credit risk product. Regularly, at least once a year, the solvency of clients is assessed, as well as the likelihood of these guarantees being executed. Should there be any doubt regarding a client's solvency, provisions are recognized in net profit for the amount of inherent losses, even if no legal proceedings have been initiated against the Bank.
| | Consolidated Financial Statements | December 31, 2024 | F - 99 |
*Values expressed in thousands, except when indicated
The recognition of provisions for impairment losses related to guarantees and other sureties (note 9.c) is recorded under the line item Impairment losses on financial assets (net) in the consolidated statement of income, and the methodology for its calculation is detailed in note 2.i.
Furthermore, the liability recognized as deferred income for the premium received for providing these guarantees is being amortized over the life of the related guarantees and totals R$300,711 (2023 - R$282,613 and 2022 - R$307,296).
b) Managed funds not recognized on the balance sheet
Banco Santander manages funds in which it does not hold a significant stake, does not act as a "principal," and has no equity interest. Based on the contractual relationship that governs the management of these funds, other equity holders are exposed to, or have rights to variable returns and are able to influence these returns through their decision-making authority. Additionally, the Bank act as manager of these funds by analyzing the remuneration regime, which is proportional to the services rendered. Therefore, there is no indication that the fund is "principal" (note 2.w).
Following are the funds managed by Banco Santander not recognized on its balance sheet:
| Schedule of funds managed by Banco Santander not recognized on its balance sheet | ||
| Thousand of Reais | 2024 | 2023 |
| Funds under investment management (1) | 134,133 | 11,871,919 |
| Administered Funds | 242,717,969 | 291,736,828 |
| Total | 242,852,102 | 303,608,747 |
(1) In 2024, fund management was transferred to Santander Asset.
c) Third-party securities held in custody
As of December 31, 2024, the Bank held in custody third-party debt securities and securities totaling R$51,196,827 (2023 - R$80,174,807).
d) Residual maturity
The breakdown, by maturity, of the balances of Financial Assets and Financial Liabilities in the consolidated balance sheet is as follows:
| Schedule of residual maturity | |||||||
| 2024 | |||||||
On Demand | Up to 3 Months | 3 to 12 Months | 1 to 3 Years | 3 to 5 Years | After 5 Years | Total | |
| Assets: | |||||||
| Cash | 15,131,969 | 21,952,285 | - | - | - | - | 37,084,254 |
| Debt instruments | 110,385 | 28,818,116 | 43,426,801 | 80,644,990 | 56,763,284 | 74,409,608 | 284,173,184 |
| Equity instruments | 2,117,553 | 571,818 | 198,961 | 100,124 | - | - | 2,988,456 |
| Loans and amounts due from credit institutions | 41,763 | 6,746,688 | 4,400,946 | 12,206,990 | 6,157,811 | 623,429 | 30,177,627 |
| Loans and advances to customer | 38,842,391 | 149,527,493 | 112,549,440 | 147,550,348 | 68,790,302 | 48,829,940 | 566,089,914 |
| Derivatives | 22,753 | 17,117,638 | 588,359 | 18,411,051 | 1,701,330 | 2,365,168 | 40,206,299 |
| Balances with the Brazilian Central Bank | 167,800,211 | - | - | - | - | - | 167,800,211 |
| Total | 224,067,025 | 224,734,038 | 161,164,507 | 258,913,503 | 133,412,727 | 126,228,145 | 1,128,519,945 |
| Liabilities: | |||||||
| Financial liabilities at amortized cost: | |||||||
| Deposits from credit institutions (1) | 3,388,235 | 72,720,534 | 66,515,869 | 12,938,966 | 2,038,443 | 963,435 | 158,565,482 |
| Customer deposits (1) | 227,425,242 | 184,353,360 | 87,235,595 | 46,521,772 | 59,474,729 | 57,465 | 605,068,163 |
| Marketable debt securities (1) | - | 23,042,497 | 3,980,720 | 42,216,454 | 55,260,981 | 15,177,476 | 139,678,128 |
| Debt Instruments Eligible to Compose Capital | - | - | - | - | - | 23,137,784 | 23,137,784 |
| Other financial liabilities | 1,121,506 | 20,529,202 | 7,482,333 | 37,652,435 | 12,377,824 | 13,879 | 79,177,179 |
| Short positions | - | 972,415 | 2,728,931 | 5,637,952 | 11,872,654 | 18,184,714 | 39,396,666 |
| Derivatives | - | 4,506,806 | 5,611,956 | 12,539,932 | 1,652,110 | 15,099,470 | 39,410,274 |
| Total | 231,934,983 | 306,124,814 | 173,555,404 | 157,507,511 | 142,676,741 | 72,634,223 | 1,084,433,676 |
| Difference (assets less liabilities) | (7,867,958) | (81,390,776) | (12,390,897) | 101,405,992 | (9,264,014) | 53,593,922 | 44,086,269 |
| | Consolidated Financial Statements | December 31, 2024 | F - 100 |
*Values expressed in thousands, except when indicated
| 2023 | |||||||
| On Demand | Up to 3 Months | 3 to 12 Months | 1 to 3 Years | 3 to 5 Years | After 5 Years | Total | |
| Assets: | |||||||
| Cash | 9,213,539 | 13,909,011 | - | - | - | - | 23,122,550 |
| Debt instruments | 412,242 | 69,310,969 | 10,259,106 | 120,485,997 | 36,519,808 | 7,426,528 | 244,414,650 |
| Equity instruments | 2,768,129 | 365,129 | 155,528 | 149,321 | - | - | 3,438,107 |
| Loans and amounts due from credit institutions | 54,683 | 7,259,224 | 4,100,331 | 13,974,320 | 320,376 | 7,911 | 25,716,845 |
| Loans and advances to customer | 24,033,838 | 130,798,304 | 120,472,284 | 136,237,815 | 56,969,138 | 49,465,756 | 517,977,135 |
| Derivatives | 27,780 | 7,346,217 | 874,329 | 17,727,138 | 1,035,989 | 2,283,268 | 29,294,721 |
| Balances with the Brazilian Central Bank | 170,867,718 | - | - | - | - | - | 170,867,718 |
| Total | 207,377,929 | 228,988,854 | 135,861,578 | 288,574,591 | 94,845,311 | 59,183,463 | 1,014,831,726 |
| Liabilities: | |||||||
| Financial liabilities at amortized cost: | |||||||
| Deposits from credit institutions (1) | 397,566 | 43,944,781 | 57,342,156 | 11,884,064 | 3,024,168 | 1,919,222 | 118,511,957 |
| Customer deposits (1) | 73,434,602 | 248,146,746 | 105,182,508 | 99,181,326 | 53,188,713 | 4,086,681 | 583,220,576 |
| Marketable debt securities (1) | - | 13,968,517 | 35,762,179 | 67,809,219 | 1,612,849 | 5,244,658 | 124,397,422 |
| Debt Instruments Eligible to Compose Capital | - | 391,121 | 812,411 | 1,260,717 | 1,416,688 | 15,746,030 | 19,626,967 |
| Other financial liabilities | 1,492,807 | 15,473,357 | 3,863,003 | 43,925,800 | 38,617 | - | 64,793,584 |
| Short positions | - | 722,785 | 1,672,459 | 3,182,266 | 2,741,410 | 11,513,071 | 19,831,991 |
| Derivatives | - | 4,344,309 | 4,013,055 | 12,858,091 | 1,674,379 | 2,050,594 | 24,940,428 |
| Total | 75,324,975 | 326,991,616 | 208,647,771 | 240,101,483 | 63,696,824 | 40,560,256 | 955,322,925 |
| Difference (assets less liabilities) | 132,052,954 | (98,002,762) | (72,786,193) | 48,473,108 | 31,148,487 | 18,623,207 | 59,508,801 |
| (1) | Includes liabilities that may be subject to early settlement, comprising: demand and time deposits, repurchase agreements with clients, Real Estate Credit Notes (LCI), and Agribusiness Credit Notes (LCA). |
e) Equivalent value of assets and liabilities in BRL
The main foreign currency balances recorded in the consolidated balance sheet, based on the nature of the respective items, are as follows:
| Schedule of main foreign currency balances | ||||
| Equivalent Value in Thousand of Reais | 2024 | 2023 | ||
| Assets | Liabilities | Assets | Liabilities | |
| Cash | 22,500,450 | - | 14,163,790 | - |
| Financial ssets/liabilities measured at fair value through profit or loss held for trading | 14,413,853 | 12,658,267 | 9,524,235 | 4,258,857 |
| Financial assets measured at fair value through other comprehensive income | - | - | 15,148,639 | - |
| Financial assets/liabilities measured at amortized cost | 105,973,276 | 174,910,624 | 76,408,125 | 133,451,264 |
| Total | 142,887,579 | 187,568,891 | 115,244,789 | 137,710,121 |
| f) | Other Commitments |
Banco Santander leases properties, primarily for use as branches, under a standard lease agreement that it may terminate at its discretion. This agreement includes a renewal option and adjustment clauses, falling within the concept of operational leasing.
The total of future minimum lease payments under non-cancellable operational leases is presented below:
| Schedule of future minimum payments of non-cancellable operating leases | ||
| 2024 | 2023 | |
| Up to 1 Year | 469,244 | 582,294 |
| Between 1 to 5 Years | 1,004,390 | 1,132,409 |
| More than 5 Years | 139,324 | 734,431 |
| Total | 1,612,958 | 2,449,134 |
Additionally, Banco Santander holds indefinite-term contracts, amounting to R$431 (2023 - R$649), corresponding to the monthly lease payments for contracts of this nature. Lease payments, recognized as expenses in the fiscal year of 2024, totaled R$256,371 (2023 - R$326,745).
Lease agreements will be adjusted annually in accordance with prevailing legislation, where the maximum adjustment is based on the fluctuation of the General Market Price Index ("IGPM"). The lessee is granted the right to unilaterally terminate these agreements at any time, pursuant to contractual clauses and current legislation.
g) Contingent assets
As of December 31,2024 and 2023, contingent assets were not recognized in the accounting records.
| | Consolidated Financial Statements | December 31, 2024 | F - 101 |
*Values expressed in thousands, except when indicated
| 44. | Business segment reporting |
In accordance with IFRS 8, an operating segment is defined as a component of an entity:
| (a) | That engages in activities from which it can generate income and incur expenses (including income and expenses arising from transactions with other components of the same entity); |
| (b) | Whose operational results are regularly reviewed by the entity’s chief decision-maker responsible for operational decisions regarding the allocation of resources to the segment and assessment of its performance; and |
| (c) | For which separate financial information is available. |
Based on these guidelines, the Bank has identified the following reportable operating segments:
• Commercial Bank
• Global Wholesale Bank (SCIB)
The Bank operates across two segments: the Commercial Segment, catering to both individual and corporate clients (excluding global corporate clients, who are served in the Global Wholesale Banking Segment), and the Global Wholesale Banking Segment, which encompasses Investment Banking and Markets operations, including the Treasury and Equity Business Departments.
The Bank operates both in Brazil and internationally through its branches in Cayman and Luxembourg, as well as its subsidiary in Spain, serving Brazilian clients. Accordingly, it does not present geographical segmentation.
The Income Statements and other relevant data are as follows:
| Schedule of income statements and other significant data | |||
| Thousand of Reais | 2024 | ||
| (Condensed) Income Statement | Commercial Banking | Global Wholesale Banking | Total |
| NET INTEREST INCOME | 51,563,173 | 5,115,387 | 56,678,560 |
| Equity instrument income | 5,109 | 78,538 | 83,647 |
| Income from companies accounted for by the equity method | 259,321 | 53,665 | 312,986 |
| Net fee and commission income | 14,943,536 | 2,261,673 | 17,205,209 |
| Gains (losses) on financial assets and liabilities (net) and Exchange differences (net) (1) | (1,487,662) | 1,616,667 | 129,005 |
| Other operating expense (net) | (479,848) | (172,273) | (652,121) |
| TOTAL INCOME | 64,803,629 | 8,953,657 | 73,757,286 |
| Personnel expenses | (10,534,033) | (1,063,963) | (11,597,996) |
| Other administrative expenses | (7,835,919) | (982,589) | (8,818,508) |
| Depreciation and amortization | (2,599,134) | (131,884) | (2,731,018) |
| Provisions (net) | (4,582,750) | (12,488) | (4,595,238) |
| Impairment losses on financial assets (net) | (28,450,756) | (33,274) | (28,484,030) |
| Impairment losses on non-financial assets (net) | (252,550) | 63 | (252,487) |
| Other non-financial gains (losses) | 1,912,219 | — | 1,912,219 |
| OPERATING PROFIT BEFORE TAX (1) | 12,460,706 | 6,729,522 | 19,190,228 |
| Currency Hedge(1) | 664,616 | — | 664,616 |
| ADJUSTED OPERATING INCOME BEFORE TAX (1) | 13,125,322 | 6,729,522 | 19,854,844 |
| Thousand of Reais | |||
| 2023 | |||
| (Condensed) Income Statement | Commercial Banking | Global Wholesale Banking | Total |
| NET INTEREST INCOME | 44,651,967 | 2,232,067 | 46,884,034 |
| Equity instrument income | 3,514 | 18,665 | 22,179 |
| Income from companies accounted for by the equity method | 184,889 | 54,347 | 239,236 |
| Net fee and commission income | 13,269,837 | 2,370,128 | 15,639,965 |
| Gains (losses) on financial assets and liabilities (net) and Exchange differences (net) (1) | (1,125,430) | 4,920,116 | 3,794,686 |
| Other operating expense (net) | (595,993) | (119,797) | (715,790) |
| TOTAL INCOME | 56,388,784 | 9,475,526 | 65,864,310 |
| Personnel expenses | (9,753,972) | (1,059,954) | (10,813,926) |
| Other administrative expenses | (7,866,949) | (881,766) | (8,748,715) |
| Depreciation and amortization | (2,621,353) | (119,597) | (2,740,950) |
| Provisions (net) | (4,404,408) | (20,004) | (4,424,412) |
| Impairment losses on financial assets (net) | (26,582,759) | (1,425,327) | (28,008,086) |
| Impairment losses on non-financial assets (net) | (250,044) | (129) | (250,173) |
| Other non-financial gains (losses) | 1,043,603 | — | 1,043,603 |
| OPERATING PROFIT BEFORE TAX (1) | 5,952,902 | 5,968,749 | 11,921,651 |
| Currency Hedge(1) | (163,165) | — | (163,165) |
| ADJUSTED OPERATING INCOME BEFORE TAX (1) | 5,789,737 | 5,968,749 | 11,758,486 |
| | Consolidated Financial Statements | December 31, 2024 | F - 102 |
*Values expressed in thousands, except when indicated
| Thousand of Reais | 2022 | ||
| (Condensed) Income Statement | Commercial Banking | Global Wholesale Banking | Total |
| NET INTEREST INCOME | 45,617,896 | 1,885,281 | 47,503,177 |
| Equity instrument income | 11,239 | 26,834 | 38,073 |
| Income from companies accounted for by the equity method | 147,676 | 51,503 | 199,179 |
| Net fee and commission income | 12,538,806 | 2,337,074 | 14,875,880 |
| Gains (losses) on financial assets and liabilities (net) and Exchange differences (net) (1) | (360,383) | 5,059,609 | 4,699,226 |
| Other operating expense (net) | (718,459) | (122,543) | (841,002) |
| TOTAL INCOME | 57,236,775 | 9,237,758 | 66,474,533 |
| Personnel expenses | (8,985,721) | (911,274) | (9,896,995) |
| Other administrative expenses | (7,571,376) | (771,742) | (8,343,118) |
| Depreciation and amortization | (2,479,643) | (105,859) | (2,585,502) |
| Provisions (net) | (1,207,531) | (7,959) | (1,215,490) |
| Impairment losses on financial assets (net) | (23,682,848) | (1,145,901) | (24,828,749) |
| Impairment losses on non-financial assets (net) | (160,479) | (955) | (161,434) |
| Other non-financial gains (losses) | 131,482 | — | 131,482 |
| OPERATING PROFIT BEFORE TAX (1) | 13,280,659 | 6,294,068 | 19,574,727 |
| Currency Hedge(1) | (129,406) | — | (129,406) |
| ADJUSTED OPERATING INCOME BEFORE TAX (1) | 13,151,253 | 6,294,068 | 19,445,321 |
| (1) | Includes, within the Commercial Bank, the foreign exchange hedge of the dollar investment (a strategy to mitigate the tax effects and exchange rate fluctuations of offshore investments on net income), with its result recorded in 'Gains (losses) on financial assets and liabilities,' fully offset in the Tax line. |
| Schedule of other aggregates | |||
| 2024 | |||
| Other aggregates: | Commercial Banking | Global Wholesale Banking | Total |
| Total assets | 1,143,663,122 | 95,133,688 | 1,238,796,810 |
| Loans and advances to customers | 484,849,401 | 81,240,513 | 566,089,914 |
| Customer deposits | 446,780,888 | 158,287,275 | 605,068,163 |
| 2023 | |||
| Other aggregates: | Commercial Banking | Global Wholesale Banking | Total |
| Total assets | 1,010,503,261 | 105,149,515 | 1,115,652,776 |
| Loans and advances to customers | 445,085,759 | 72,891,376 | 517,977,135 |
| Customer deposits | 425,724,599 | 157,495,977 | 583,220,576 |
| 45. | Related party transactions |
The Bank's related parties include, in addition to its subsidiaries, affiliates, and jointly-controlled entities, the key management personnel of the Bank and entities over which such key management personnel may exert significant influence.
Santander has a Related-Party Transactions Policy approved by the Board of Directors, designed to ensure that all transactions covered by the policy are conducted in the best interests of Banco Santander and its shareholders. This policy grants the Board of Directors the authority to approve certain transactions. Additionally, the established rules apply to all employees and administrators of Banco Santander and its subsidiaries.
| | Consolidated Financial Statements | December 31, 2024 | F - 103 |
*Values expressed in thousands, except when indicated
Transactions and compensation for services involving related parties are conducted in the ordinary course of business and on arm's length terms, encompassing interest rates, terms, and guarantees, without entailing higher collection risks than usual or presenting any additional disadvantages.
a) Compensation of Key Management Personnel
For the period from January to December of 2024, management proposed a total remuneration for the administrators (Board of Directors and Executive Board) of up to R$500,000,000 (five hundred million reais), encompassing fixed, variable, and stock-based compensation. This proposal underwent consideration at the Ordinary General Meeting (OGM) held on April 26, 2024.
i) Long and short-term benefits
The Bank, in line with Banco Santander Spain and other subsidiaries globally within the Santander Group, maintains long-term compensation programs that are tied to the market performance of its share price, contingent upon the achievement of specified targets.
The table below presents the Salaries and Fees of the Board of Directors and Executive Management:
| Schedule of board of directors’ and executive board’s | |||
| Thousand of Reais | 2024 | 2023 | 2022 |
| Fixed Compensation | 127,341 | 132,276 | 115,680 |
| Variable Compensation - in cash | 110,111 | 126,181 | 117,730 |
| Variable Compensation - in shares | 94,787 | 91,306 | 87,702 |
| Others | 111,000 | 79,229 | 61,294 |
| Total Short-Term Benefits | 443,239 | 428,992 | 382,406 |
| Variable Compensation - in cash | 113,766 | 99,506 | 95,398 |
| Variable Compensation - in shares | 102,388 | 96,361 | 99,827 |
| Total Long-Term Benefits | 216,154 | 195,867 | 195,225 |
| Total | 659,393 | 624,859 | 577,631 |
Additionally, in the fiscal year ended December 31, 2024, charges were collected on management remuneration in the amount of R$43,124 (2023 - R$40,863 and 2022 - R$36,747).
ii) Contract termination
The termination of the employment agreement with Administrators, due to non-compliance with obligations or at the initiative of the contracted party, does not confer any right to financial compensation, and their accrued benefits will be discontinued.
b) Loan operations
In accordance with current legislation, no loans or advances are granted when involving the following:
I - Officers, Board of Directors and Audit Committee members, as well as their respective spouses and second-degree relatives;
II - Individuals or legal entities holding an interest in Banco Santander's capital exceeding 10%;
III - Legal entities in which Banco Santander holds a capital interest exceeding 10%; and
IV - Legal entities, whose capital is held by more than 10%, any of the directors, members of the Board of Directors and the Audit Committee or administrators of the financial institution itself, as well as their spouses and respective relatives, up to the second degree.
c) Ownership interest
The table below presents the direct equity interests (ordinary and preference shares) as of December 31, 2024, December 2023 and 2022.
| Schedule of direct interest (common shares and preferred shares) | ||||||
| 2024 | ||||||
| Common | Preferred | Total | ||||
| Shares | Common | Shares | Preferred | Shares | Total | |
| Stockholders' | (thousand) | Shares (%) | (thousand) | Shares (%) | (thousand) | Shares (%) |
| Sterrebeeck B.V. (1) | 1,809,583 | 47.4% | 1,733,644 | 47.1% | 3,543,227 | 47.3% |
| Grupo Empresarial Santander, S.L. (GES) (1) | 1,627,891 | 42.6% | 1,539,863 | 41.9% | 3,167,754 | 42.2% |
| Banco Santander, S.A. (1) | 2,696 | 0.1% | — | —% | 2,696 | —% |
| Directors (*) | 2,828 | 0.1% | 2,828 | 0.1% | 5,656 | 0.1% |
| Others | 356,245 | 9.3% | 384,050 | 10.4% | 740,295 | 9.9% |
| Total | 3,799,243 | 99.5% | 3,660,385 | 99.5% | 7,459,628 | 99.5% |
| Treasury shares | 19,452 | 0.5% | 19,452 | 0.5% | 38,904 | 0.5% |
| Total | 3,818,695 | 100.0% | 3,679,837 | 100.0% | 7,498,532 | 100.0% |
| Free Float (2) | 356,245 | 9.3% | 384,050 | 10.4% | 740,295 | 9.9% |
| | Consolidated Financial Statements | December 31, 2024 | F - 104 |
*Values expressed in thousands, except when indicated
| 2023 | ||||||
| Common | Preferred | Total | ||||
| Shares | Common | Shares | Preferred | Shares | Total | |
| Stockholders' | (thousand) | Shares (%) | (thousand) | Shares (%) | (thousand) | Shares (%) |
| Sterrebeeck B.V. (1) | 1,809,583 | 47.4% | 1,733,644 | 47.1% | 3,543,227 | 47.3% |
| Grupo Empresarial Santander, S.L. (GES) (1) | 1,627,891 | 42.6% | 1,539,863 | 41.9% | 3,167,754 | 42.2% |
| Banco Santander, S.A. (1) | 2,696 | 0.1% | — | —% | 2,696 | —% |
| Directors (*) | 3,184 | 0.1% | 3,184 | 0.1% | 6,368 | 0.1% |
| Others | 348,148 | 9.1% | 375,952 | 10.2% | 724,100 | 9.8% |
| Total | 3,791,502 | 99.3% | 3,652,643 | 99.3% | 7,444,145 | 99.3% |
| Treasury shares | 27,193 | 0.7% | 27,193 | 0.7% | 54,386 | 0.7% |
| Total | 3,818,695 | 100.0% | 3,679,836 | 100.0% | 7,498,531 | 100.0% |
| Free Float (2) | 348,148 | 9.1% | 375,952 | 10.2% | 724,100 | 9.7% |
| 2022 | ||||||
| Common | Preferred | Total | ||||
| Shares | Common | Shares | Preferred | Shares | Total | |
| Stockholders' | (thousand) | Shares (%) | (thousand) | Shares (%) | (thousand) | Shares (%) |
| Sterrebeeck B.V. (1) | 1,809,583 | 47.4% | 1,733,644 | 47.1% | 3,543,227 | 47.3% |
| Grupo Empresarial Santander, S.L. (GES) (1) | 1,627,891 | 42.6% | 1,539,863 | 41.9% | 3,167,754 | 42.2% |
| Banco Santander, S.A. (1) | 2,696 | 0.1% | — | —% | 2,696 | —% |
| Administrators (*) | 4,444 | 0.1% | 4,444 | 0.1% | 8,888 | 0.1% |
| Others | 342,919 | 9.0% | 370,723 | 10.1% | 713,642 | 9.6% |
| Total | 3,787,533 | 99.2% | 3,648,674 | 99.2% | 7,436,207 | 99.2% |
| Treasury shares | 31,162 | 0.8% | 31,162 | 0.8% | 62,324 | 0.8% |
| Total | 3,818,695 | 100.0% | 3,679,836 | 100.0% | 7,498,531 | 100.0% |
| Free Float (2) | 342,919 | 9.0% | 370,723 | 10.1% | 713,642 | 9.5% |
| (1) | Companies of the Santander Spain Group. |
| (2) | Comprised of Employees and Others. |
| (*) | None of the members of the Board of Directors and Executive Board holds 1.0% or more of any class of shares. |
| | Consolidated Financial Statements | December 31, 2024 | F - 105 |
*Values expressed in thousands, except when indicated
d) Related-party transactions
The following table presents the transactions that occurred between the group's companies:
| Schedule of principal transactions and balances assets and liabilities | ||||||||
| Parent (1) (4) | Joint-controlled companies and Other Related Party (2) (4) | Key Management Personnel (3) | Total | |||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
| Assets | 18,182,830 | 18,816,451 | 28,222,527 | 24,551,973 | 58,891 | 36,813 | 46,464,248 | 43,405,237 |
| Derivatives Measured At Fair Value Through Profit Or Loss, Net | (333,181) | 4,483,269 | - | - | - | - | (333,181) | 4,483,269 |
| Debt Instruments | - | - | 67,071 | 497,304 | - | - | 67,071 | 497,304 |
| Loans and other amounts with credit institutions - Availability and Applications in Foreign Currency (Overnight Applications) | 18,514,514 | 14,331,685 | 385,458 | 147,443 | - | - | 18,899,972 | 14,479,128 |
| Loans and other values with customers | - | - | 27,571,123 | 23,747,834 | 36,420 | 23,463 | 27,607,543 | 23,771,297 |
| Other Assets | 1,497 | 1,497 | 198,875 | 159,392 | - | - | 200,372 | 160,889 |
| Warranties and Limits | - | - | - | - | 22,471 | 13,350 | 22,471 | 13,350 |
| Liabilities | (304,650) | (11,147,364) | (10,423,148) | (8,987,115) | (618,068) | (407,621) | (11,345,866) | (20,542,100) |
| Deposits from credit institutions | (11,181) | (5,030,951) | (596,956) | (227,688) | - | - | (608,137) | (5,258,639) |
| Securities | - | - | (519,000) | (150,000) | (39,904) | (76,365) | (558,904) | (226,365) |
| Customer deposits | - | - | (1,946,618) | (1,375,954) | (29,246) | (26,553) | (1,975,864) | (1,402,507) |
| Other financial liabilities - Dividends and interest on equity payable | - | - | (7,268,606) | (7,186,249) | - | - | (7,268,606) | (7,186,249) |
| Other Liabilities | (293,469) | (195) | (91,968) | (47,224) | (548,918) | (304,703) | (934,355) | (352,122) |
| Debt Instruments Eligible for Capital | - | (6,116,218) | - | - | - | - | - | (6,116,218) |
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
| Income | (2,790,659) | 1,311,196 | 1,810,374 | 1,371,735 | (665,054) | (618,470) | (1,645,339) | 2,064,461 |
| Interest and similar income - Loans and amounts due from credit institutions | 268,957 | 349,749 | 45,881 | 155,654 | 314 | 2,835 | 315,152 | 508,238 |
| Warranties and Limits | - | - | - | - | 25 | 16,276 | 25 | 16,276 |
| Interest expense and similar charges | (625,820) | (871,324) | (149,293) | (261,360) | (665,501) | (638,304) | (1,440,614) | (1,770,988) |
| Fee and commission income (expense) | (5,344) | (12,674) | 2,391,649 | 1,869,898 | - | 454 | 2,386,305 | 1,857,678 |
| Gains (losses) on financial assets and liabilities and exchange differences (net) | (2,157,771) | 2,056,710 | (1,232) | (548) | 108 | 269 | (2,158,895) | 2,056,431 |
| Other operating income (expenses) | - | - | 326,301 | 227,882 | - | - | 326,301 | 227,882 |
| Administrative expenses and amortization | (270,681) | (211,265) | (642,983) | (459,842) | - | - | (913,664) | (671,107) |
| Profit from disposal of assets not classified as non-current assets held for sale | - | - | (159,949) | (159,949) | - | - | (159,949) | (159,949) |
| (1) | Parent - Banco Santander is indirectly controlled by Banco Santander Spain (note 1) through its subsidiaries GES and Sterrebeeck B.V. |
| (2) | Related entities as disclosed in note 11. |
| (3) | Refers to the recording in clearing accounts of Guarantees and Limits on credit operations, Provisions and Result of variable remuneration with Key Management Personnel. |
| (4) | To improve the presentation of certain transactions with related parties, some balances in the comparison as of December 31, 2023 were remeasured. |
| | Consolidated Financial Statements | December 31, 2024 | F - 106 |
*Values expressed in thousands, except when indicated
| 46. | Risk management |
Risk management at Banco Santander is based on the following principles:
| A. | Risk function independence from the commercial department. |
| B. | Senior Management involvement in decision-making. |
| C. | Consensus between the Risk and Commercial departments on lending decisions. |
| D. | Collective decisions, involving the branch network, aimed at fostering diversity of opinions and preventing the assignment of individual decisions. |
| E. | Use of statistical forecasting tools for default prediction, including internal ratings, credit scoring, behavior scoring, RORAC (Risk-Adjusted Return on Capital), VaR (Value at Risk), economic capital, and scenario analysis, among other methods. |
| F. | Global perspective, integrating the management of risk factors across business units and employing economic capital as a uniform metric for assessing assumed risk and evaluating management performance. |
| G. | Common management instruments |
| H. | Organizational structure |
| I. | Scopes and responsibilities |
| J. | Risk limitation |
| K. | Recognition |
| L. | Efficient information channels |
| M. | Maintaining a medium-low risk profile and low volatility through: |
| • | Portfolio diversification, by limiting concentrations in clients, groups, sectors, products, or geographies; reducing the complexity of market operations; analyzing the social and environmental risks of businesses and projects financed by the Bank; and continuous monitoring to prevent portfolio deterioration. |
| • | Establishment of policies and procedures that constitute the Normative Risk Model, governing risk-related activities and processes in compliance with directives from the Board of Directors, Brazilian Central Bank regulations, as well as international best practices, aiming to safeguard capital and ensure the profitability of business operations. |
At Santander Brasil, the risk control and management process was determined based on the Framework set forth at the corporate level, outlined according to the following phases:
| I. | Adaptation of risk management structures and policies in alignment with Banco Santander's risk management principles. |
The Corporate Risk Management Framework, approved by Senior Management (Risks), is designed to establish the principles and standards for risk management and control at Banco Santander. It is based on corporate organizational models and complies with the requisite regulatory standards for credit management.
The organizational model consists of the management map, which delineates the responsibilities of each area by risk type, the risk governance function, and the regulatory framework itself.
| II. | Risk identification through continuous review and monitoring of exposures, assessment of new products and business ventures, and specific analysis of unique transactions. |
| III. | Risk measurement using periodically tested methods and models. |
| IV. | Preparation and distribution of a comprehensive set of reports, which undergo daily review by the Executive Board of Banco Santander. |
| V. | Implementation of a risk control system that assesses, on a daily basis, the extent to which the Bank's risk profile conforms to approved policies and established limits. The most significant tools and techniques (previously mentioned), currently employed by Banco Santander, are at various stages of maturity regarding their implementation and application within the Bank. For the wholesale segment, these techniques are aligned with corporate-level development. For other segments, models based on internal classifications and score systems, VaR analysis, market risk scenario analysis, and stress testing have already been integrated into the risk management routine, while the integration of expected loss, economic capital, and RORAC into risk management is underway. |
| VI. | Models based on internal classifications and score systems, which, by assessing the various qualitative and quantitative risk components for each client and transaction, enable the estimation of the probability of default initially, and subsequently, the loss based on LGD estimates. |
| | Consolidated Financial Statements | December 31, 2024 | F - 107 |
*Values expressed in thousands, except when indicated
| VII. | Economic capital, as a consistent measure of assumed risk and a basis for evaluating management performance. |
| VIII. | RORAC,utilized both as a pricing tool in wholesale operations, particularly within global relationship companies (employing a bottom-up approach), and in the analysis of portfolios and business units (using a top-down approach). |
| IX. | VaR, utilized to control and set market risk limits for the treasury's various portfolios. |
| X. | Scenario analysis and stress testing to complement market and credit risk assessments in order to evaluate the impact of alternative scenarios, including on provisions and capital. |
a) Corporate Governance of the Risk Function
The structure of Banco Santander's Risk Committees is defined in line with a prudent risk management standard, always in compliance with the local regulatory and normative environment. Its primary responsibilities are the following:
| A. | Integrate and adapt the Bank's risk culture to the local context, in addition to the risk management strategy, tolerance level, and risk appetite, previously approved by the Executive Committee and the Board of Directors, all in alignment with the corporate standards of Banco Santander Spain; |
| B. | Assess and approve proposals, operations, and limits, whether related to credit or market, for clients and portfolios; |
| C. | Conduct periodic monitoring of all inherent business risks, ensuring that the risk profile is aligned with the established risk appetite; |
| D. | Authorize the use of management tools, local risk models, and understand the results of their internal validation; |
| E. | Remain informed, assess, and comply with any observations and recommendations that may periodically be issued by supervisory authorities in the execution of their duties; |
The credit risk management structure comprises departments operating from a portfolio management perspective and units dedicated to the individualized analysis and decision-making on loans for Individual, Business, and Wholesale clients. A specific area is tasked with consolidating the portfolios and their respective risks, providing support to management, as well as to the Group's headquarters in Spain, offering an integrated risk view.
The credit risk management structure comprises departments operating from a retail and wholesale portfolio management perspective. A specific area is tasked with consolidating the portfolios and their respective risks, providing support to management, as well as to the Group's headquarters in Spain, offering an integrated risk view.
A designated structure is responsible for attending to regulators, supervisors, as well as internal and external auditors.
It has a core called ERM-Enterprise Risk Management, integrated by a set of functions, transversal to all risks, necessary for their adequate management. This structure includes the areas of Methodology (development and parameterization of models); Credit Risk Control; Integrated Management and Relationship with Supervisors and Stress Test. In addition, the Strategy Risk Management department is the team responsible for managing and monitoring the Risk Culture.
b) Credit Risk
b.1) Introduction to credit risk management
Credit Risk Management supports the formulation of strategies in alignment with risk appetite, while also setting limits that include the analysis of exposure and trends, as well as assessing the effectiveness of the credit policy. The objective is to sustain a risk profile and sufficient minimum profitability to offset the anticipated default, for both individual clients and the overall portfolio, as determined by the Executive Committee and the Board of Directors. Moreover, it is tasked with overseeing the risk management systems and their implementation in the identification, measurement, control, and mitigation of risk exposure in either individual or similarly grouped operations.
Risk Management is specialized according to client characteristics, distinguishing between individualized clients (monitored by dedicated analysts) and clients with similar characteristics (standardized).
| • | Individualized management – Conducted by a designated risk analyst, who is responsible for the preparation of analyses, submission to the Risk Committee, and ongoing monitoring of the client's progress. It applies to clients from the Global Wholesale Banking segment (Corporate and Santander Corporate & Investment Banking - SCIB) and Commercial Banking (Portfolio clients, Companies 3, as well as GIU-Governments, Institutions, and Universities). |
| • | Standardized management – Targeted at individuals and companies not classified as individualized clients. It relies on automated decision-making models and internal risk assessment frameworks, supplemented by commercial units and specialized analyst teams to address exceptions. |
Macroeconomic factors and market conditions, as well as sector-wise and geographical concentrations, alongside the profiles of clients and economic forecasts, are also evaluated and considered for a proper assessment of credit risk.
b.2) Measures and evaluation tools
Rating tools
The Bank employs its proprietary rating models to assess the credit quality of a client or transaction. Each rating is linked to a probability of default or non-payment, determined based on the Bank's historical experience, to predict default. These scores/ratings are utilized in the credit risk approval and monitoring process.
| | Consolidated Financial Statements | December 31, 2024 | F - 108 |
*Values expressed in thousands, except when indicated
The classification of credit exposures into distinct categories is conducted based on an analysis of the client's financial and economic circumstances, as well as other registration information that is regularly updated. New types of operations are subjected to a credit risk assessment and must be verified for compliance with the controls adopted by the Bank.
The ratings assigned to clients are periodically reviewed, incorporating the latest financial information and insights gained from the banking relationship. The frequency of these reassessments is heightened for clients who reach specific thresholds in automated alert systems, as well as for those designated for special monitoring. The rating tools are also continually reviewed and refined to ensure the accuracy of the ratings they assign is continually improved.
Credit risk parameters
We assess all loans with regard to the provision for impairment losses on credit risk. Loans are individually assessed for impairment or collectively assessed through grouping by similar risk characteristics. Loans that are individually evaluated for impairment losses are not assessed collectively.
To measure the impairment loss of loans assessed individually for impairment, we consider the conditions of the borrowers, including their economic and financial status, level of indebtedness, cash flow generation capacity, management quality, corporate governance, internal controls quality, payment history, industry experience, contingencies, and credit limits. Additionally, we evaluate asset characteristics, such as their nature and purpose, type, adequacy, and liquidity of collateral, drawing on historical impairment experience and other known circumstances at the time of assessment.
To measure the impairment loss on loans assessed collectively for impairment, we segregate financial assets into groups based on their credit risk characteristics and similarities. In other words, according to the segment, type of assets, collateral, and other factors related to historical impairment losses and other known circumstances at the time of assessment. The impairment loss is calculated using statistical models that incorporate the following factors:
Exposure At Default (EAD): refers to the amount of a transaction exposed to credit risk, including the proportion of the current exposure of the outstanding balance that could be realized in the event of default. The developed models incorporate assumptions to account for potential changes in the payment schedule.
Probability of Default (PD): denotes the likelihood of a counterparty failing to fulfill its obligation to repay the principal and/or interest. Within the framework of IFRS 9, this encompasses both the PD-12 months, which is the probability of the financial instrument defaulting within the next 12 months, and the lifetime PD, which is the probability of the transaction defaulting over its remaining term. The estimation of these parameters requires the consideration of relevant future information, as per the standard.
Loss Given Default (LGD): represents the loss incurred upon default. In other words, it quantifies the percentage of exposure that was not recoverable following a default event. The determination of LGD is primarily influenced by the collateral, which serves as a mitigator of the credit risk associated with each financial asset, and the expected future cash flows to be recovered. In accordance with the standard, forward-looking information must be considered in the estimation process.
Discount Rate: the rate applied to the estimated future cash flows over the expected lifespan of the asset, which corresponds to the net present value of the financial instrument relative to its carrying amount.
To estimate the aforementioned parameters, the Bank leveraged its expertise in developing internal models for the calculation of parameters for both regulatory and management purposes.
The table presented in note 9.b outlines the portfolio according to internal risk rating levels and their probability of default.
The expected loan losses, measured using sufficient and available historical data, are detailed below.
| Schedule of internal risk rating levels | ||
| Thousand of Reais | 2024 | 2023 |
| By maturity | ||
| Less than 1 Year | 320,774,167 | 287,366,871 |
| Between 1 and 5 years | 199,768,489 | 185,907,482 |
| More than 5 years | 79,145,188 | 78,261,850 |
| Loans and advances to customers, gross | 599,687,844 | 551,536,203 |
| By internal classification of risk | ||
| Low | 454,224,878 | 408,973,257 |
| Medium-low | 95,687,016 | 87,232,484 |
| Medium | 15,804,991 | 16,643,774 |
| Medium-High | 12,180,529 | 13,238,069 |
| High | 21,790,430 | 25,448,619 |
| Loans and advances to customers, gross | 599,687,844 | 551,536,203 |
| | Consolidated Financial Statements | December 31, 2024 | F - 109 |
*Values expressed in thousands, except when indicated
| Schedule of expected loan losses | |||
| 2024 | |||
| Probability of default | Default loss | ||
| Exposure | |||
| Commercial and industrial | 241,177,143 | 5% | 39% |
| Real Estate Credit - construction | 64,820,223 | 10% | 9% |
| Individual loans | 290,347,271 | 10% | 62% |
| Leasing | 3,343,207 | 2% | 42% |
| 2023 | |||
| Exposure | Probability of default | Default loss | |
| Commercial and industrial | 233,946,174 | 6% | 38% |
| Real Estate Credit - construction | 61,747,722 | 8% | 6% |
| Individual loans | 252,687,422 | 11% | 61% |
| Leasing | 3,154,886 | 1% | 37% |
b.3) Observed losses: credit cost measures
Each month, the Bank estimates the losses associated with credit risk and subsequently compares these estimates with the actual losses incurred during the month. Periodic analyses are conducted to monitor and maintain control over credit risk.
To complement the use of admission and rating models, Banco Santander employs additional measures to support the prudent and effective management of credit risk, based on observed losses.
The cost of credit is calculated by adding the loan losses incurred over the fiscal year to the average loan portfolio for the same period.
b.4) Credit risk cycle
Banco Santander has a global perspective of its loan portfolio across all stages of the risk cycle, with a level of granularity that enables the assessment of the current risk situation and potential movements. This mapping is overseen by the Board of Directors and the Executive Committee of the bank, which are responsible for setting risk management policies and procedures, limits, and delegating authority, in addition to approving and supervising the department's operations.
The credit risk management process involves the identification, measurement, analysis, control, negotiation, mitigation, and decision-making on the risks incurred in the operations of the Bank and its affiliated entities within the Conglomerate. The credit cycle comprises three distinct stages:
| • | Pre-sales: encompasses the planning activities, goal setting, assessment of Banco Santander's risk appetite, approval of new products, risk analysis, credit rating procedures, and definition of limits; |
| • | Sales: this involves the decision-making process for pre-classified and specific operations; and |
| • | After-sales: this includes the processes of monitoring, measurement, and control, as well as the management of the recovery process. |
Planning and setting risk limits
This process identifies the Bank's risk appetite by evaluating business proposals and assessing its risk position.
It is determined based on the risk appetite approved by the Bank's Management and its units.
In the context of individualized risks, the client constitutes the foundational level, for whom specific limits are set.
For SCIB clients, a pre-classification model is utilized, which is based on a system for measuring and monitoring economic capital. With respect to the Corporate segment, the operational limit model is applied, utilizing maximum nominal credit values.
For clients under standardized risk management, portfolio limits are established through loan management programs (LMP), a document that is pre-agreed upon by the business and risk departments, and approved by the Executive Committee. This document specifies the expected outcomes for the business in terms of risk and return, as well as the limits to which both the activity and risk management are subject. This client segment receives a more automated Risk treatment.
Risk analysis and rating process
Risk analysis is a prerequisite for the Bank's credit approval for clients. This analysis involves examining the counterparty's ability to fulfill its contractual obligations to the Bank, which includes assessing the client's credit quality, risk operations, solvency, and the intended return in light of the assumed risk.
This risk assessment is conducted at least annually, and may be revised more frequently if warranted by the client's risk profile (due to centralized alert systems or visits from the manager or credit analyst), or if there are specific transactions outside of the pre-classification.
| | Consolidated Financial Statements | December 31, 2024 | F - 110 |
*Values expressed in thousands, except when indicated
Decision-making on operations
The decision-making process for operations is designed to analyze and implement measures in accordance with pre-established policies, factoring in the risk appetite and any significant elements of the operation for the purpose of assessing risk and return.
The Bank employs, among other methodologies, the RORAC (Risk-Adjusted Return on Capital) approach for analysis and pricing in its decision-making process concerning operations and business activities.
Risk monitoring and control
In the retail banking segment for individual customers, clients are systematically assessed through a daily credit scoring process.
This process enables the reassessment of credit exposure, allowing for increases in exposure for clients exhibiting good credit quality. In the event of detecting a deterioration in risk level, it automatically triggers actions for credit risk containment and the implementation of preventive measures.
In instances of individualized management, the preemptive detection of credit quality deterioration within an operation falls under the joint responsibility of the commercial manager and the risk analyst. Furthermore, risk monitoring is conducted through a continuous observation process, aimed at the early identification of incidents that may occur in the evolution of operations, clients, and their environment.
This monitoring may lead to the client's classification under SCAN (a system designed to differentiate management levels and dictate the appropriate actions on a case-by-case basis).
Risk control function
The control function is executed by assessing risks from various complementary perspectives, with the main pillars being control by location, business area, management model, product, and process. This approach facilitates the identification of specific situations necessitating decision-making. The objective is to gain a comprehensive understanding of the Bank's loan portfolio across all stages of the credit cycle, with a degree of detail enabling the evaluation of the current risk situation and potential changes.
Shifts in the Bank's exposure to credit risk are continuously and systematically monitored. The effects of these changes on future exogenous situations, as well as those stemming from strategic decisions, are assessed with the aim of implementing measures that restore the loan portfolio's profile and value back to the parameters set by the Executive Committee.
b.5) Credit Recovery
Operational strategies and channels are determined based on the number of days past due and the respective amounts, resulting in a Responsibilities Map and always prioritizing, as the primary option, the customer's recovery.
Behavioral scoring tools are utilized to assess the collection performance of specific groups, aiming to reduce costs and enhance recovery efforts. These models are designed to estimate the likelihood of customer default by optimizing collection strategies, so that customers with a lower probability of recovery are targeted with timely interventions. In instances where there is a higher likelihood of repayment, the emphasis is placed on maintaining a healthy relationship with customers. All customers facing significantly overdue payments or those with restructured loans are subjected to internal restrictions.
Clients with higher volumes at Risk are assigned a portfolio-based recovery model, with commercial oversight and a recovery specialist.
b.6) Credit risk from other perspectives
Certain areas and/or specific perspectives on credit risk warrant the attention of specialists, in addition to the management of overall risk.
Concentration risk
Concentration risk is a critical factor in credit risk management. The Bank continuously monitors the concentration of credit risk within its portfolios, by economic sector, geographical location/country, customer groups, and product types.
The Risk Committee establishes risk policies and assesses the necessary exposure limits for the effective management of credit risk concentration within the portfolio. From a sector-wise perspective, the distribution of the corporate client portfolio is appropriately diversified.
The Risk Executive Vice Presidency at the Bank works in conjunction with the Strategic Finance Executive Vice Presidency in the management of loan portfolios. This involves reducing the concentration of exposures through various techniques, including maintaining guarantees to mitigate corporate risk, deploying derivatives for hedging purposes, and executing securitization transactions to optimize the portfolio's overall risk/return ratio.
Credit risk from financial market operations
This topic encompasses the credit risk associated with treasury operations conducted with clients, particularly credit institutions. These operations are carried out through financing products in the money market involving various financial institutions and by employing instruments held for the purpose of serving clients.
Risk management is conducted with the support of an integrated real-time system, enabling the Bank to ascertain, at any moment, the unused exposure limit with respect to any counterparty, any product, and any maturity across all units of the Bank.
Credit risk is measured at its current fair value and its potential value (the value of exposure, considering future shifts in relevant market factors). Consequently, the Equivalent Credit Risk (ECR) is defined as the sum of the net replacement value plus the future maximum potential value of the contracts.
| | Consolidated Financial Statements | December 31, 2024 | F - 111 |
*Values expressed in thousands, except when indicated
Social and Environmental Risk
In order to promote a more controlled and safe scenario for our operations and also foster the development of businesses that adopt sustainable practices, Banco Santander permanently manages the risks involved in our activities and that may have an impact on the Organization, shareholders, customers, society and the environment.
In this sense, Banco Santander has a Social, Environmental and Climate Responsibility Policy (PRSAC), which establishes guidelines and consolidates specific policies for social, environmental and climate practices in business and in relationships with stakeholders. These practices include the analysis of social, environmental and climate risks, which is guided by the Social, Environmental and Climate Risk Policy (PORSAC), for granting credit to Wholesale customers and the Retail Companies 3 segment (one of the Bank's Legal Entity segments), which have credit limits or risk above R$7 million. These customers, both Wholesale and Retail, are classified into 14 service sectors, segregated into two risk levels: medium and high risk subsectors. This analysis also covers agricultural operations (including individual clients), real estate credit, projects, guarantees, acceptance and retention of clients, and mergers and acquisitions. The purpose of the Socio-environmental and Climate Risk analysis is to support and mitigate issues of operational risk, capital risk, credit risk, and reputational risk, always with an integrated risk perspective.
Since 2009, Santander has been a signatory to the Equator Principles, which are a set of guidelines used to analyze Socio-environmental and Climate Risks in the financing of large infrastructure and energy projects. The same set of socio-environmental criteria is applied to projects that do not fall within these principles. The aforementioned management structure is aligned with compliance with CMN resolutions no. 4,943/2021 and no. 4,945/2021, determining that organizations take a closer look at managing risks associated with social, environmental and climate issues, in addition to a Social, Environmental and Climate Responsibility Policy (PRSAC) and Social, Environmental and Climate Risk Policy (PORSAC)..
b.7) Credit Management - Main changes
The trends observed in 2024 were consistent with those of 2023, during which we observed a challenging economic environment. The Bank succeeded in maintaining the high quality of its business, evidenced by an improvement in the non-performing loan ratio, primarily due to the enhanced quality observed in the new vintages, coupled with the write-off of older vintages. As of December 2024, this ratio stood at 7.03% compared to 7.23% in December 31, 2023 and 7.5% in December 31, 2022.
Below is a table illustrating the evolution of the main credit indicators.
| Schedule of evolution of the main credit indicators | ||
| 2024 | 2023 | |
| Credit risk exposure - customers (Thousand of Reais) | 750,357,060 | 719,880,952 |
| Loans and advances to customers, gross (note 9) | 599,687,844 | 551,536,203 |
| Contingent Liabilities - Guarantees and other sureties (note 43.a) | 64,387,753 | 65,671,261 |
| Private securities | 86,281,463 | 102,673,488 |
| Non-performing loans ratio (%) | 7.03% | 7.23% |
| Impairment coverage ratio (%) | 84.44% | 88.13% |
| Specific credit loss provisions, net of RAWO (*) (Thousand of Reais) | 35,668,907 | 35,152,998 |
Data prepared based on management criteria and accounting criteria of the controlling unit.
| (*) | RAWO = Recoveries of Assets Written Off at Loss |
The Bank incorporates forward-looking information in both its assessment of whether the credit risk of a financial instrument has substantially increased since its initial recognition and in its measurement of expected loan losses. Drawing on guidance from its internal committees and economic experts, and taking into account a range of actual and forecasted external information, the Bank develops a base scenario as well as other possible scenarios. This process involves projecting two or more additional economic scenarios and assessing the respective probabilities of each outcome. External information includes economic data and forecasts published by government agencies, monetary authorities, and selected analysts from the private sector and academia.
The base case represents the most probable outcome and aligns with the information the Bank uses for other purposes, including strategic planning and budget formulation. The alternative scenarios depict outcomes that are either more optimistic or more pessimistic. Periodically, the Bank conducts stress tests on more extreme shocks to refine its assessment of these alternative scenarios.
c) Market Risk
Market risk represents exposure to risk factors such as interest rates, exchange rates, commodity prices, stock market prices, and other financial instruments, contingent upon the product type, transaction volume, duration, contractual terms, and underlying volatility.
The Bank operates in accordance with global policies, framed within its risk tolerance perspective and aligned with its objectives in Brazil and internationally. To achieve this, it has developed its own Risk Management model, adhering to the following principles:
| • | Functional independence; |
| • | Executive capability sustained by knowledge and close customer relationships; |
| • | Global reach of the function (diverse risk types); |
| • | Collective decision-making that evaluates all possible scenarios without compromising outcomes with individual decisions, including the Executive Risk Committee for Brazil, which establishes limits and approves operations, and the Executive Committee for Assets and Liabilities, responsible for the management of capital and structural risks, encompassing country risk, liquidity, and interest rates; |
| | Consolidated Financial Statements | December 31, 2024 | F - 112 |
*Values expressed in thousands, except when indicated
| • | Management and optimization of the risk/return equation; and |
| • | Risk management methodologies, such as Value At Risk - VaR (historical simulation over 521 days, with a confidence level of 99% and a one-day time horizon), scenarios, sensitivity of net interest income, sensitivity of fair value of equity, and contingency planning. |
The Market Risk structure is part of the Risk Vice Presidency, an independent unit that implements risk policies in accordance with the directives from the Board of Directors and the Risk Division of the Santander Group Spain.
c.1) Activities subject to market risk
The measurement, control, and monitoring of market risk encompass all operations where asset risk is assumed. This risk arises from fluctuations in risk factors - including interest rates, exchange rates, equities, commodity prices, and the volatility of these factors - as well as from solvency and liquidity risks associated with the various products and markets in which the Bank operates.
The activities are segmented by type of risk, as follows:
| I. | Financial intermediation: this item encompasses financial services provided to clients, financial intermediation operations and positioning, particularly in fixed-income securities, foreign exchange, and equities. |
| II. | Balance sheet management: the objective of balance sheet risk management is to stabilize the net interest income of the commercial area and the economic value of the Bank, so as to maintain adequate liquidity and solvency levels. Risk is assessed based on the balance sheet's exposure to interest rate movements and liquidity levels. |
| III. | Structural Risks: |
| • | Structural foreign exchange risk/earnings hedge: exchange rate risk arising from the currency in which investments in consolidated and non-consolidated entities are made (structural exchange rate). This item also includes positions taken to hedge against the foreign exchange risk in future earnings generated in currencies other than the Brazilian Real (earnings hedge). |
| • | Structural equity risk: this item includes equity interests in both financial and non-financial and non-consolidated entities that may present an equity risk. |
The Financial Management area is responsible for centrally managing balance sheet and structural risks by applying standardized methodologies tailored to the specific conditions of each market in which the Bank operates. In the Convertible Currencies segment, Financial Management directly oversees the risks at the Headquarters and coordinates the risk management of other units operating in these currencies. Decisions impacting the management of these risks are made by the ALCO (Asset Liability Committee) in the respective countries.
The purpose of the Financial Management area is to ensure the stability and recurring nature of both the net interest margin arising from commercial activities and the Bank's economic value, while maintaining adequate levels of solvency and liquidity.
Each of these activities is measured and analyzed using various tools to accurately reflect their risk profiles as precisely as possible.
Interest Rate Risk
The table below consolidates, by product, the cash flows from operations within our group of companies that earn interest income. These operations are reported at their book balance as of the closing dates for the years 2024 and 2023. It is not associated with the management of risks related to changes in interest rates or the mismatching of indices, which is conducted through the monitoring of market metrics. However, it facilitates the assessment of concentrations of maturities and potential risks. Below this, the balances of the same products are presented at their redemption value at maturity, with the exception of the line concerning receivables and liabilities from derivative contracts.
| Schedule of position of accounts subject to interest rate risk | ||||||
| 2024 | ||||||
| In millions of Reais | ||||||
| Position of accounts subject to interest rate risk | On Demand | Up to 3 Months | 3 to 12 Months | 1 to 5 years | Above 5 years | Total |
| Interest-earning assets: | ||||||
| Financial assets measured at fair value in income | - | - | 121 | 1,283 | - | 1,404 |
| Debt instruments | - | - | 121 | 1,283 | - | 1,404 |
| Financial assets measured at fair value in profit or loss | 7,700 | 6,779 | 24,793 | 52,083 | 32,175 | 123,530 |
| Debt instruments | 7,700 | 1,123 | 19,038 | 35,033 | 26,977 | 89,871 |
| Equity instruments | - | 17 | - | 23 | - | 40 |
| Derivatives | - | 5,639 | 5,755 | 17,027 | 5,198 | 33,619 |
| Financial assets not intended for trading Mandatory measured at the fair value of the result | - | - | - | - | 209 | 209 |
| Debt instruments | - | - | - | 209 | 209 | |
| Financial assets measured at fair value in other comprehensive income | 2,183 | 5,258 | 4,977 | 59,238 | 31,711 | 103,367 |
| Debt instruments | 2,183 | 5,258 | 4,977 | 59,238 | 31,711 | 103,367 |
| Financial Assets Measured at Amortized Cost | 113,264 | 107,139 | 153,954 | 234,133 | 70,674 | 679,164 |
| Loans and Other Amounts with Credit institutions | 110,426 | 2,020 | 2,197 | 3,910 | - | 118,553 |
| Loans and advances to customers | 2,557 | 98,218 | 138,836 | 193,061 | 61,220 | 493,892 |
| Debt Instruments | 281 | 6,901 | 12,921 | 37,162 | 9,454 | 66,719 |
| Total | 123,147 | 119,176 | 183,845 | 346,737 | 134,560 | 907,465 |
| Remunerated Liabilities: | ||||||
| Financial Liabilities Measured at Fair Value in income Held for Trading | 39,403 | 2,529 | 1,958 | 6,497 | 1,206 | 51,593 |
| Derivatives | 6 | 2,529 | 1,958 | 6,497 | 1,206 | 12,196 |
| Short Positions | 39,397 | - | - | - | - | 39,397 |
| Financial liabilities at amortized cost | 174,985 | 116,741 | 249,441 | 242,650 | 32,136 | 815,953 |
| Deposits from credit institutions | 508 | 32,060 | 68,882 | 21,268 | 326 | 123,044 |
| Customer deposits | 174,477 | 59,547 | 124,584 | 160,324 | 33 | 518,965 |
| Bonds and securities | - | 25,134 | 55,975 | 61,058 | 8,435 | 150,602 |
| Debt Instruments Eligible to Capital | - | - | - | - | 23,342 | 23,342 |
| Total | 214,388 | 119,270 | 251,399 | 249,147 | 33,342 | 867,546 |
| | Consolidated Financial Statements | December 31, 2024 | F - 113 |
*Values expressed in thousands, except when indicated
| 2023 | ||||||
| In millions of Reais | ||||||
| Position of accounts subject to interest rate risk | On Demand | Up to 3 Months | 3 to 12 Months | 1 to 5 years | Above 5 years | Total |
| Interest-earning assets: | ||||||
| Financial assets measured at fair value in income | - | - | - | - | 1,591 | 1,591 |
| Debt instruments | - | - | - | - | 1,591 | 1,591 |
| Financial assets measured at fair value in profit or loss | 17,088 | 5,722 | 7,003 | 45,863 | 30,323 | 105,999 |
| Debt instruments | 8,822 | 1,425 | 4,940 | 35,164 | 26,137 | 76,488 |
| Equity instruments | 22 | 1 | 3 | 17 | - | 43 |
| Derivatives | 8,244 | 4,296 | 2,060 | 10,682 | 4,186 | 29,468 |
| Financial assets not intended for trading Mandatory measured at the fair value of the result | - | - | - | - | 183 | 183 |
| Debt instruments | - | - | - | - | 183 | 183 |
| Financial assets measured at fair value in other comprehensive income | 1,237 | 4,360 | 2,684 | 44,722 | 10,994 | 63,997 |
| Debt instruments | 1,237 | 4,360 | 2,684 | 44,722 | 10,994 | 63,997 |
| Financial Assets Measured at Amortized Cost | 135,427 | 105,253 | 86,314 | 220,663 | 84,800 | 632,457 |
| Loans and Other Amounts with Credit institutions | 86,391 | 1,394 | 3,496 | 2,978 | - | 94,259 |
| Loans and advances to customers | 37,176 | 96,038 | 68,597 | 183,156 | 73,832 | 458,799 |
| Debt Instruments | 11,860 | 7,821 | 14,221 | 34,529 | 10,968 | 79,399 |
| Total | 153,752 | 115,335 | 96,001 | 311,248 | 127,891 | 804,227 |
| Interest-bearing liabilities: | ||||||
| Financial Liabilities Measured at Fair Value in income Held for Trading | 30,627 | 4,972 | 1,779 | 9,467 | 4,101 | 50,947 |
| Derivatives | 6,863 | 4,972 | 1,779 | 9,467 | 4,101 | 27,183 |
| Short Positions | 23,764 | - | - | - | - | 23,764 |
| Financial liabilities at amortized cost | 212,885 | 139,140 | 130,337 | 221,561 | 28,280 | 732,203 |
| Deposits from credit institutions | 7,189 | 36,767 | 32,650 | 10,595 | 7,380 | 94,580 |
| Customer deposits | 197,507 | 70,908 | 80,260 | 151,046 | 53 | 499,774 |
| Bonds and securities | 8,189 | 31,465 | 17,427 | 59,920 | 4,360 | 121,361 |
| Debt Instruments Eligible to Capital | - | - | - | - | 16,488 | 16,488 |
| Total | 243,512 | 144,113 | 132,116 | 231,028 | 32,381 | 783,150 |
| | Consolidated Financial Statements | December 31, 2024 | F - 114 |
*Values expressed in thousands, except when indicated
| Schedule of position of accounts subject to currency risk | ||||
| Currency Risk | ||||
| 2024 | ||||
| In millions of Reais | ||||
| Asset: | Dollar | Euro | Others | Total |
| Cash/Applications/Debt Instruments | 207,780 | 10,523 | 3,447 | 221,750 |
| Loans and advances to customers | 5,629 | 1 | 565 | 6,195 |
| Derivatives | 421,574 | 19,908 | 14,310 | 455,792 |
| Others | 33,181 | - | - | 33,181 |
| Total | 668,164 | 30,432 | 18,322 | 716,918 |
| Liabilities: | Dollar | Euro | Others | Total |
| Funding in foreign currency | 172,082 | 8,333 | 2,778 | 183,193 |
| Derivatives | 384,550 | 25,804 | 12,402 | 422,756 |
| Others | 116,669 | 501 | 2,778 | 119,948 |
| Total | 673,301 | 34,638 | 17,958 | 725,897 |
| 2023 | ||||
| In millions of Reais | ||||
| Asset: | Dollar | Euro | Others | Total |
| Cash/Applications/Debt Instruments | 214,500 | 1,043 | 3,794 | 219,337 |
| Loans and advances to customers | 3,699 | 2,585 | 90 | 6,374 |
| Derivatives | 267,585 | 11,024 | 9,002 | 287,611 |
| Others | 3,687 | - | - | 3,687 |
| Total | 489,470 | 14,652 | 12,887 | 517,009 |
| Liabilities: | Dollar | Euro | Others | Total |
| Funding in foreign currency | 154,096 | 851 | 2,873 | 157,820 |
| Derivatives | 238,389 | 14,392 | 8,183 | 260,964 |
| Others | 99,544 | 3,043 | 1,733 | 104,320 |
| Total | 492,029 | 18,286 | 12,789 | 523,105 |
c.2) Methodologies
Financial Intermediation
Banco Santander has been calculating the minimum capital requirement for market risks using an internal model since its approval by the Brazilian Central Bank in May of 2018.
The standard methodology for measuring and controlling market risks in financial intermediation activities conducted by Banco Santander in 2024 and 2023 was Value at Risk (VaR), which quantifies the maximum expected loss at a specified confidence level over a given period. This methodology employs a standard historical simulation with a confidence level of 99% and a one-day horizon. Statistical adjustments were made to efficiently incorporate the most recent events impacting the level of risk assumed.
Specifically, the Bank employs a two-year time window or 521 daily data points collected retrospectively from the reference date of the VaR calculation. Each day, two values are computed: one utilizing an exponential decay factor that assigns lesser weight to observations more distant from the current term, and another with uniform weights for all observations. The reported VaR will be the higher of these two values.
VaR is not the only metric available for assessing the risk exposure of an institution. It is favored for its simplicity in calculation and effectiveness as a benchmark for the level of risk faced by the Bank. Nevertheless, the Bank employs additional metrics and methodologies to enhance its control over risk across all markets in which it operates.
Among these measures, scenario analysis is particularly noteworthy. It entails defining behavioral scenarios for various financial variables and assessing their impact on results by applying them to the Bank's operations. These scenarios may either replicate past events (such as crises, for example), or establish plausible scenarios that are not based on past events. A minimum of three types of scenarios—plausible, severe, and extreme—are established. Together with VaR, these scenarios enable a much more comprehensive assessment of the risk profile.
| | Consolidated Financial Statements | December 31, 2024 | F - 115 |
*Values expressed in thousands, except when indicated
The positions are tracked daily through comprehensive oversight of portfolio fluctuations, with the purpose of identifying potential incidents and immediately rectifying them.
A daily profit and loss statement is an excellent indicator of risk, as it enables the monitoring and detection of the impact of changes in financial variables on portfolios.
Finally, in managing credit activities (actively traded credits - trading portfolio) and derivatives, given their unique characteristics, specific measures are assessed. For derivatives, these measures include sensitivities to fluctuations in the underlying asset's price (delta and gamma), volatility (vega), and time (theta). In the case of credit management activities (actively traded) within trading portfolios, the controlled measures encompass sensitivity to spread, jump-to-default risk, and position concentration by rating level.
c.3) Balance sheet management
Interest rate risk
The Bank assesses the sensitivity of the net interest margin (financial margin) and fair value of equity to interest rate fluctuations. This sensitivity arises from the mismatch between the maturity and interest rate revision dates of the various balance sheet items.
Based on the balance sheet's interest rate position and taking into account the market's current situation and future outlook, financial measures are implemented to align this position with the Bank's desired stance. These measures may range from taking market positions to defining the interest rate characteristics of commercial products.
The measures employed by the Bank to manage risk, or exposure to interest rates in these activities, include the interest rate gap, which assesses the sensitivity of the net interest margin (NIM) and fair value of equity (MVE) to fluctuations in interest rate levels, the duration of equity, Value at Risk (VaR), Earnings at Risk (EaR), and scenario analysis.
Interest Rate Gap between Assets and Liabilities
The interest rate gap analysis focuses on the mismatches between the revaluation periods of balance sheet items (assets and liabilities) and off-balance sheet items. This analysis provides a basic representation of the balance sheet structure and enables the identification of interest rate risk concentrations across various maturities. Furthermore, it serves as a useful tool for estimating the potential impact of fluctuations in interest rates on the net interest margin and the institution's equity value.
All items, whether on the balance sheet or off the balance sheet, must be classified according to flows and reorganized based on the point of price revaluation and their maturities. In instances where a maturity date is not specified by contract, an internal model for analyzing and estimating its duration and sensitivity will be utilized.
Sensitivity of Net Interest Margin (NIM)
The sensitivity of net interest margin measures the change in expected receivables for a specific period (12 months) in response to a shift in the interest rate curve.
The calculation of the net interest margin sensitivity is performed by simulating the margin in scenarios of changes in interest rate curves and comparing it with the current scenario. Sensitivity is the difference between the two calculated margins.
Sensitivity of Fair value of Equity (MVE)
The sensitivity of fair value of equity is a supplementary measure to the sensitivity of net interest margin.
It assesses the implicit interest rate risk in equity, based on the impact of interest rate fluctuations on the present values of financial assets and liabilities.
Value at Risk (VaR) and Earnings at Risk (EaR)
It is determined at the 99% percentile of the MVE's loss distribution function, calculated by considering the current fair value of positions, based on the returns obtained in the last two years, and with a degree of statistical certainty (confidence level) for a specified time horizon.
A similar methodology is also applied to calculate the maximum loss in NII (EaR), aiming to assess the interest rate risk in terms of its impact on both economic value and net interest margin.
The unit combines the VAR return vectors with the EaR return vectors, resulting in the total return vector. This combination is executed by incorporating into the EaR metric the losses in financial margin that occur between the reference date and the holding period of the non-trading portfolio. Losses in economic value account for the impact on positions maturing after the holding period.
c.4) Liquidity risk
Liquidity risk relates to the Bank's ability to fund commitments undertaken at reasonable market prices and to execute its business plans with stable funding sources.
| | Consolidated Financial Statements | December 31, 2024 | F - 116 |
*Values expressed in thousands, except when indicated
Liquidity management of Banco Santander
For liquidity management and control, Banco Santander employs both short-term and long-term metrics, as well as metrics for stress scenarios, which are capable of measuring a robust liquidity buffer, ensuring the Bank can comfortably meet its obligations to the market and shareholders. Accordingly, in this regard, we note:
Short-term metrics and liquidity stress:
a. LCR
Banco Santander employs the "Liquidity Coverage Ratio" (LCR) in its liquidity risk management strategy. The LCR is a short-term liquidity measure for a stress scenario spanning 30 days, calculated as the ratio of high-quality liquid assets to net cash outflows over 30 days.
The total High Quality Liquidity Assets - HQLA (Liquid Assets) primarily consist of Brazilian federal government securities and compulsory reserve yields. Net outflows are mainly due to deposit losses, partially offset by inflows, predominantly loans.
b. Liquidity stress scenarios
Liquidity management entails the analysis of financial scenarios to assess potential liquidity issues, which demands the development and examination of scenarios in crisis conditions. The Stress Test is the model employed for this analysis.
The Stress Test evaluates the financial structure of the institution and its capacity to withstand and respond to more extreme scenarios.
The purpose of the Liquidity Stress Test is to allow for the simulation of adverse market conditions, thereby enabling the assessment of their impacts on the institution's liquidity and payment capacity. Consequently, it aims to preemptively identify solutions or avoid positions that could significantly compromise liquidity in volatile scenarios.
Scenarios are defined based on the analysis of market behavior during previous crises. Four crisis scenarios are formulated, each with varying levels of intensity.
Following the analysis of stress models, the concept of minimum liquidity was established as the amount sufficient to cover liquidity losses over a specified horizon of days, across all simulated crisis scenarios.
Long-term metric:
Its purpose is to assess the stability of funding sources relative to committed assets. The Net Stable Funding Ratio (NSFR), a metric developed by the Bank for International Settlements (BIS) and adapted by the local regulator, aims to determine, through specified percentages, whether the institution maintains a stable funding source to support its assets. This metric applies varying weightings based on term, customer segment, and product type. It is calculated on a monthly basis by the institution.
c. Liquidity ratios
To support management, certain liquidity ratios, including counterparty concentration ratios and segment concentration ratios, are calculated on a monthly basis.
Funding from Customers
Banco Santander has diverse sources of funding, both in terms of products and customer mix, with a healthy distribution across segments. Total customer funding currently stands at R$787 billion, marking an increase from the previous volume of 2023. This growth is primarily attributed to a significant rise in term deposit inflows and the consistent maintenance of the financial bills portfolio.
| Schedule of funding from customers | ||||||
| In millions of Reais | ||||||
| Customers Funding | 2024 | 2023 | ||||
| 0 a 30 days | Total | % | 0 a 30 days | Total | % | |
| Demand deposits | 40,398 | 40,398 | 100% | 35,714 | 35,714 | 100% |
| Savings accounts | 57,369 | 57,369 | 100% | 58,112 | 58,112 | 100% |
| Time deposits | 103,569 | 403,686 | 26% | 103,519 | 393,757 | 26% |
| Interbank deposit | 1,058 | 5,850 | 18% | 779 | 4,264 | 18% |
| Funds from acceptances and issuance of securities | 11,237 | 151,686 | 7% | 8,820 | 142,553 | 6% |
| Borrowings and Onlendings | 9,959 | 105,768 | 9% | 6,711 | 87,236 | 8% |
| Subordinated Debts / Debt Instruments Eligible to Compose Capital | - | 23,125 | 0% | - | 19,627 | 0% |
| Total | 223,590 | 787,882 | 28% | 213,655 | 741,263 | 29% |
Assets and liabilities, classified by their remaining contractual maturities and considering the undiscounted cash flows, are as follows:
| | Consolidated Financial Statements | December 31, 2024 | F - 117 |
*Values expressed in thousands, except when indicated
| Schedule of assets and liabilities in accordance with the remaining contractual maturities, considering the undiscounted flows | ||||||
| 2024 | ||||||
| In millions of Reais | ||||||
| Future Cash Flows Except for Derivatives | On Demand | Up to 3 Months | 3 to 12 Months | 1 to 5 years | Above 5 years | Total |
| Interest-earning assets: | ||||||
| Financial assets measured at fair value in income | - | - | 121 | 1,283 | - | 1,404 |
| Debt instruments | - | - | 121 | 1,283 | - | 1,404 |
| Financial assets measured at fair value in profit or loss | 10,844 | 7,206 | 32,461 | 66,004 | 42,695 | 159,210 |
| Debt instruments | 10,844 | 1,550 | 26,706 | 48,954 | 37,497 | 125,551 |
| Equity Instruments | - | 17 | - | 23 | - | 40 |
| Derivatives | - | 5,639 | 5,755 | 17,027 | 5,198 | 33,619 |
| Financial assets measured at fair value in other comprehensive income | 2,931 | 7,339 | 6,576 | 81,687 | 44,655 | 143,188 |
| Debt instruments | 2,931 | 7,339 | 6,576 | 81,687 | 44,655 | 143,188 |
| Financial assets measured at amortized cost | 114,080 | 163,232 | 211,015 | 223,938 | 106,752 | 819,017 |
Loans and Other Amounts with Credit Institutions | 110,426 | 2,535 | 2,863 | 3,187 | - | 119,011 |
| Loans and advances to customers | 3,373 | 150,960 | 181,405 | 198,944 | 88,425 | 623,107 |
| Debt instruments | 281 | 9,737 | 26,747 | 21,807 | 18,327 | 76,899 |
| Total | 127,855 | 177,777 | 250,173 | 372,912 | 194,102 | 1,122,819 |
| Remunerated Liabilities: | ||||||
Financial Liabilities Measured at Fair Value in Income Held for Trading | 39,403 | 2,529 | 1,958 | 6,497 | 1,206 | 51,593 |
| Derivatives | 6 | 2,529 | 1,958 | 6,497 | 1,206 | 12,196 |
| Short positions | 39,397 | - | - | - | - | 39,397 |
| Financial liabilities at amortized cost | 222,840 | 130,959 | 282,616 | 325,846 | 80,804 | 1,043,065 |
Deposits from credit institutions | 505 | 32,408 | 74,803 | 22,099 | 1,237 | 131,052 |
| Customer deposits | 222,279 | 75,866 | 158,729 | 204,254 | 42 | 661,170 |
| Bonds and securities | 56 | 22,685 | 49,084 | 99,493 | 56,183 | 227,501 |
| Debt Instruments Eligible to Capital | - | - | - | - | 23,342 | 23,342 |
| Total | 262,243 | 133,488 | 284,574 | 332,343 | 82,010 | 1,094,658 |
| 2023 | ||||||
| In millions of Reais | ||||||
| Non-Discounted Future Flows Except Derivatives | On Demand | Up to 3 Months | 3 to 12 Months | 1 to 5 years | Above 5 years | Total |
| Interest-earning assets: | ||||||
| Financial assets measured at fair value in income | - | - | - | - | 1,591 | 1,591 |
| Debt instruments | - | - | - | - | 1,591 | 1,591 |
| Financial assets measured at fair value in profit or loss | 19,295 | 6,077 | 8,225 | 54,467 | 36,616 | 124,679 |
| Debt instruments | 11,028 | 1,780 | 6,161 | 43,768 | 32,430 | 95,168 |
| Equity Instruments | 22 | 1 | 3 | 17 | - | 43 |
| Derivatives | 8,244 | 4,296 | 2,060 | 10,682 | 4,186 | 29,468 |
| Financial assets measured at fair value in other comprehensive income | 1,393 | 5,054 | 3,222 | 55,140 | 13,951 | 78,761 |
| Debt instruments | 1,393 | 5,054 | 3,222 | 55,140 | 13,768 | 78,578 |
| Equity Instruments | - | - | - | - | 183 | 183 |
| Financial assets measured at amortized cost | 145,514 | 145,270 | 103,823 | 206,862 | 115,879 | 717,347 |
Loans and Other Amounts with Credit Institutions | 86,325 | 1,162 | 2,836 | 2,899 | - | 93,222 |
| Loans and advances to customers | 54,270 | 128,381 | 85,109 | 178,329 | 101,509 | 547,599 |
| Debt instruments | 4,919 | 15,727 | 15,877 | 25,634 | 14,369 | 76,527 |
| Total | 166,202 | 156,401 | 115,269 | 316,469 | 168,037 | 922,379 |
| | Consolidated Financial Statements | December 31, 2024 | F - 118 |
*Values expressed in thousands, except when indicated
| Remunerated Liabilities: | ||||||
Financial Liabilities Measured at Fair Value in Income Held for Trading | 30,627 | 4,972 | 1,779 | 9,467 | 4,101 | 50,947 |
| Derivatives | 6,863 | 4,972 | 1,779 | 9,467 | 4,101 | 27,183 |
| Short positions | 23,764 | - | - | - | - | 23,764 |
| Financial liabilities at amortized cost | 318,836 | 145,130 | 156,974 | 270,185 | 51,853 | 942,977 |
Deposits from credit institutions | 16,811 | 38,298 | 36,953 | 12,990 | 8,252 | 113,304 |
| Customer deposits | 295,413 | 82,892 | 93,485 | 175,856 | 53 | 64,770 |
| Bonds and securities | 6,612 | 23,940 | 26,535 | 81,339 | 27,060 | 165,486 |
| Debt Instruments Eligible to Capital | - | - | - | - | 16,488 | 16,488 |
| Total | 349,463 | 150,102 | 158,753 | 279,652 | 55,954 | 993,924 |
|
Scenario analysis/contingency plan
Based on the results of the Stress Test, the Bank formulates its Liquidity Contingency Plan, comprising a formal set of preventive and corrective actions to be deployed in the event of a liquidity crisis. The activation of the Plan is contingent upon the monitoring of internal parameters that reflect the Bank's market and liquidity conditions. These parameters are used to identify different levels of crisis severity, thereby determining whether there is a need to initiate the activation process.
Following the identification of a crisis, clear communication is established among the internal departments capable of executing corrective actions to mitigate the arising issues. These corrective actions, aimed at generating liquidity to resolve or alleviate the effects of the crisis, are selected based on their complexities, implementation timelines, and impact on liquidity.
The parameters and measures of this Plan are subject to review whenever necessary, with a minimum review period of one year.
c.5) Structural foreign exchange risk/earnings hedge/structural equity risk
These activities are monitored by measuring positions, VaR, and results.
c.5.1) Complementary measures
Testing and calibration measures
Back-testing consists of a comparative analysis between Value at Risk (VaR) estimates and daily "clean" results (portfolio profits or losses at the end of the previous day, valued at the next day's prices) and "dirty" results (managerial income incorporating costs, intraday results, and carry). The purpose of these tests is to verify and provide a measure of the accuracy of the models used in the VaR calculation.
The back-testing analyses conducted by Banco Santander are in compliance, at a minimum, with the BIS recommendations concerning the verification of internal systems used in the measurement and management of financial risks. The Bank also engages in hypothesis testing, including tests for outliers, normality tests, Spearman correlation, and measures of average excess, among others. The assessment models are regularly calibrated and tested by a specialized unit.
c.6) Control system
Limit setting
The limit-setting process is conducted in conjunction with budgeting activities and serves as a mechanism to determine the assets and liabilities available for each business activity. This process is dynamic, adjusting to the level of risk deemed acceptable by Management. The framework for setting limits entails devising a process that takes into account, among other factors, the following aspects:
Efficiently and comprehensively identify and delineate the principal types of financial risks generated, ensuring alignment with business management and the defined strategy.
Quantify and communicate to the business divisions the levels and profiles of risk deemed acceptable by Management, in order to prevent undesired risks.
Provide business areas with the flexibility to undertake financial risks efficiently and timely, in response to market changes and business strategy adjustments, always within the risk thresholds deemed acceptable by the institution.
Enable business generators to assume risks at a volume that is both prudent and adequate to achieve the budgeted results.
Specify the range of products and underlyings that each Treasury unit is authorized to operate with, taking into account factors such as valuation models and systems, and the liquidity of the instruments involved.
c.7) Risks and results in 2024
Financial Intermediation Activities
In 2024, he Bank's trading portfolio's average VaR was R$4,527 million. The dynamic management of this profile allows the Bank to adjust its strategy to capitalize on opportunities presented by an uncertain environment.
c.7.1) Balance sheet management
| | Consolidated Financial Statements | December 31, 2024 | F - 119 |
*Values expressed in thousands, except when indicated
Interest risk
Convertible currencies
At the end of 2024, the interest rate risk, as measured by the one-year sensitivity of the net interest margin to a parallel increase of 100 basis points across Banco Santander's portfolios, was primarily concentrated in the Brazilian Real interest rate curve, resulting in a positive impact of R$798 million.
Additionally, at the close of 2024, the interest rate risk, as measured in terms of the company's fair value sensitivity to a parallel increase of 100 basis points applied to Banco Santander on the Brazilian Real interest rate curve, resulted in a negative impact of R$2,643 million.
Quantitative risk analysis
The interest rate risk in balance sheet management portfolios, as measured by the sensitivity of the net interest margin, over a one-year period with a parallel increase of 100 basis points in the interest rate curve, decreased by R$31 million from 2024 to 2023, reaching a peak of R$972 million in April of 2024. The sensitivity of value decreased by R$691 million during the year of 2024, achieving a maximum level of R$2,663 million in April of 2024. The key factors that occurred in the year 2024 and influenced the sensitivities were the slope/decrease of the interest rate curve (convexity effect), portfolio decay, and the refinement of implicit methodologies applied to cash flows of Banco Santander's products.
| Schedule of quantitative risk analysis | |||
| Million of Reais | 2024 | 2023 | 2022 |
| Sensibilities | |||
| Net Interest Margin | 798 | 754 | 954 |
| Fair value of Equity | 2,643 | 1,924 | 2,154 |
| Value at Risk - Balance | |||
| VaR | 731 | 415 | 971 |
c.8) Sensitivity analysis
Risk management is concentrated on portfolios and risk factors, in accordance with Brazilian Central Bank regulations and international best practices.
Financial instruments are classified into trading books (Trading Book) and banking books (Banking Book), as performed in the management of market risk exposure, in line with market best practices and the Brazilian Central Bank's criteria for operation classification and capital management. The trading book encompasses all transactions involving financial instruments and commodities, including derivatives, held for trading purposes. The banking book includes structural operations stemming from the various business lines of Banco Santander and their corresponding hedges, if any. Consequently, in accordance with the nature of Banco Santander's activities, the sensitivity analysis has been split between the trading and banking portfolios.
Banco Santander conducts sensitivity analysis of its financial instruments in accordance with IFRS 7, taking into account market information and scenarios that could adversely affect the Bank's positions.
The summary tables presented below encapsulate sensitivity values generated by Banco Santander's corporate systems, relating to the trading book and the banking book, for each portfolio scenario on December, 31, 2024.
| Schedule of trading portfolio | ||||
| Thousand of Reais | 2024 | |||
| Trading Book | ||||
| Risk Factor | Description | Scenario 1 | Scenario 2 | Scenario 3 |
| Interest Rate - Reais | Exposures subject to changes in interest fixed rate | (7,496) | (261,418) | (522,835) |
| Coupon Interest Rate | Exposures subject to changes in coupon rate of interest rate | (111) | (1,638) | (3,276) |
| Inflation | Exposures subject to change in coupon rates of price indexes | (8,884) | (19,405) | (38,809) |
| Coupon - US Dollar | Exposures subject to changes in coupon US Dollar rate | (4,078) | (16,472) | (32,944) |
| Coupon - Other Currencies | Exposures subject to changes in coupon foreign currency rate | (431) | (2,553) | (5,107) |
| Foreign currency | Exposures subject to foreign exchange | (209) | (5,222) | (10,443) |
| Eurobond/Treasury/Global | Exposures subject to Interest Rate Variation on Papers Traded on the International Market | (10,988) | (112,284) | (224,568) |
| Shares and Indexes | Exposures subject to change in shares price | (265) | (6,613) | (13,226) |
| Commodities | Exposures subject to change in commodities' prices | (37) | (920) | (1,841) |
| Total (1) | (32,499) | (426,525) | (853,049) | |
(1) Net amounts after tax effects
Scenario 1: shock of +10bps and -10bps in interest rate curves and 1% for price fluctuations (currencies and equities), considering the largest losses by risk factor.
Scenario 2: shock of +25% and -25% across all risk factors, considering the largest losses by risk factor.
Scenario 3: shock of +50% and -50% across all risk factors, considering the largest losses by risk factor
| | Consolidated Financial Statements | December 31, 2024 | F - 120 |
*Values expressed in thousands, except when indicated
| Schedule of portfolio banking | ||||
| Thousand of Reais | 2024 | |||
| Banking Book | ||||
| Risk Factor | Description | Scenario 1 | Scenario 2 | Scenario 3 |
| Interest Rate - Reais | Exposures subject to changes in interest fixed rate | (86,965) | (3,507,350) | (7,035,646) |
| TR and Long-Term Interest Rate (TJLP) | Exposures subject to TR and TJLP Coupon Variation | (36,810) | (1,312,615) | (2,353,906) |
| Inflation | Exposures subject to change in coupon rates of price indexes | (19,327) | (328,089) | (617,049) |
| Coupon - US Dollar | Exposures subject to changes in coupon US Dollar rate | (6,453) | (225,401) | (415,722) |
| Coupon - Other Currencies | Exposures subject to changes in coupon foreign currency rate | (567) | (6,601) | (13,150) |
| International Market Interest Rate | Exposures subject to Variation in the Interest Rate of Securities Traded in the International Market | (37,222) | (663,043) | (1,404,832) |
| Foreign currency | Exposures subject to foreign exchange | 893 | 22,318 | 44,637 |
| Total (1) | (186,451) | (6,020,781) | (11,795,668) | |
(1) Net amounts after tax effects.
Scenario 1: shock of +10bps and -10bps in interest rate curves and 1% for price fluctuations (currencies and equities), considering the largest losses by risk factor.
Scenario 2: shock of +25% and -25% across all risk factors, considering the largest losses by risk factor.
Scenario 3: shock of +50% and -50% across all risk factors, considering the largest losses by risk factor.
d) The Bank's operations are highly dependent on the proper functioning of its information technology systems
The Bank's operations are significantly dependent on the accurate and efficient processing of a large volume of transactions, executed by its information technology systems, along with its reliance on digital technologies, computing services, email, software, and networks, as well as the secure processing, storage, and transmission of confidential and other information within computer and network systems.
The proper functioning of the Bank's financial control, risk management, accounting, customer service, and other data processing systems is critical for its operations and its ability to compete effectively.
e) Independent Structure
The Operational Risk & Internal Control area, subordinate to the Executive Vice-Presidency of Risks, acts independently as a second line, supporting and challenging the first line. It has guidelines, policies and processes to ensure the conduct and adequacy of the Operational Risk Control and Management Model.
The area adopts the definition of the Basel Committee, the Central Bank of Brazil and other locally applicable Corporate instructions for Operational Risk as the possibility of losses resulting from inadequacy or failure of processes, operations, systems, or events. This definition covers the legal risk associated with inadequacy or deficiency in contracts signed by the Institution, as well as sanctions due to non-compliance with legal provisions and compensation for damages to third parties resulting from the activities developed by the Institution, excluding strategic and reputational Risk.
e.1) Operational Risks & Internal Controls
The Operational Risk & Internal Control area's mission within Banco Santander is to support the fulfillment of strategic objectives and the decision-making process, in adapting and meeting mandatory requirements, in maintaining solidity, reliability, reducing and mitigating losses due to operational risks, in addition to implementing and disseminating the Operational Risk culture.
Additionally, the Operational Risk & Internal Control area works to prevent Operational Risks and supports the continuous strengthening of the Internal Controls system, meeting the requirements of Regulatory Agencies, the Basel Accord, resolutions of the National Monetary Council (CMN) and Applicable Regulators. This Model also follows the guidelines established by Banco Santander Spain based on COSO – Committee of Sponsoring Organizations of the Treadway Commission – Internal Control – Integrated Framework 2013.
Control and Management Model
Santander Brasil implemented the Model based on three lines that aims at the continuous improvement and development of the management and control of operational risks, ensuring that the structures can assess, monitor, control, mitigate, report and reduce the risks and losses to which they are exposed.
The attributions of this model encompass conducting activities for the identification, assessment, monitoring, control, mitigation, and reporting of Operational Risk. Accordingly, diverse analyses and monitoring efforts are undertaken and reported. Below are the key instruments that constitute the Operational Risk Management and Control Model:
| • | Definition of Operational Risk appetite; |
| • | Capture and assessment of loss events (both internal and external); |
| • | Training, Communication, and Culture; |
| • | Evaluation of products and services; |
| • | Operational risk self-assessment; |
| | Consolidated Financial Statements | December 31, 2024 | F - 121 |
*Values expressed in thousands, except when indicated
| • | Scenario Analysis; |
| • | Risk and Control Indicators; |
| • | Internal Controls. |
Model Governance
The Model is approved by the Executive Risk Committee and the Board of Directors, integrating the Organization's Corporate Governance responsibility into the structure. Relevant Operational Risk matters are periodically communicated to Senior Management for their knowledge and deliberation.
As part of the Risk Governance system, the Senior Forum for Internal Controls and Operational Risks (FSCIRO) has also been implemented, with the objective of deliberating for the Risk Pro Officers (RPO), on the front line, the policies, processes, procedures, strategy and decisions on the topics to be applied in the business units, and it is held monthly, except in the event of calendar/schedule conflicts of the members, and may be replaced by the Operational Risk Meeting.
To ensure a structured approach to the dissemination of the culture of management and control of Operational Risks, relevant topics are addressed in specific Committees and Forums.
e.2) Attributions of the Operational Risk and Internal Controls division
The Operational Risk & Internal Control area acts as the second line in the Banco Santander model and aims to maintain compliance, alignment and conformity with the corporate guidelines of the Santander Group, the Basel Accords, Resolutions of the National Monetary Council (CMN) and Applicable Regulators. It exercises control and challenges the activities performed by the first line, contributing to its strengthening, envisioning an integrated approach to risk management. The main responsibilities are presented below:
| • | Propagate a culture oriented to the management of Operational Risks and Internal Controls, converging towards the prevention and reduction of events and losses attributable to Operational Risk, thereby mitigating financial, legal, and reputational impacts. |
| • | Refine risk analysis to reduce, consolidate, and prioritize mitigation actions. |
| • | Maintain the dynamics and control of operational risk exposure in alignment with the risk appetite. |
| • | Set out roles and responsibilities, with oversight in conjunction with the responsible parties across the defense lines. |
| • | Ensure business continuity and strengthen the Internal Control environment. |
| • | Provide an adequate level of coverage throughout the business units. |
| • | Offer support for the Organization's strategic decision-making, grounded in an integrated Operational Risk profile and emerging trends. |
| • | Implement best practices for managing and controlling operational risks in the 1st and 2nd Line of Defense. |
| • | Identify the Organization's Operational Risk Profile. |
| • | Enable continuous improvement of existing methodologies and the deepening of the culture of accountability for Operational Risks and Internal Controls. |
e.3) Differentiating factor
The Operational Risk & Internal Control area invests in the development, training and updating of its professionals to respond to changes identified in the business environment and provides training to other professionals through courses on the Intranet, in-person and virtual in real time. For in-person and virtual in real time, we prioritize the provision of training aimed at fostering the culture of Operational Risk management, Internal Controls, training to capture operational losses, among others.
These achievements contribute significantly to Banco Santander Brasil achieving its strategic and operational objectives in a consistent manner, with knowledge regarding the exposure to operational risks assumed and a controlled environment, maintaining the bank's low-risk profile and ensuring the sustainable development of its operations. The Bank highlights:
| • | Mandatory training for all Banco Santander employees, through the Santander Academy, on Operational Risks and Internal Controls. |
| • | Creation, dissemination and maintenance of Instruction Manuals, allowing corporate dissemination for everyone's commitment. |
| • | Coordination of the annual process for the preparation of operational risk loss forecasts and definition of action plans to mitigate these losses. |
| • | Development of key indicators for the purpose of monitoring the main operational risks. |
| • | Composition of governance lines with the “ORM - Operational Risk management” Networks: “RPO-Risk Pro Officer”, whose role is to report to the executive the monitoring of Operational Risk issues at the strategic level of the Executive Board, the “RPA-Risk Pro Agent” who is responsible for the VPE regarding the Operational Risk Management and Control Model and “Operational Risk Assistant” covering the RO perimeter and “Specialists” for cases where the operational risk is transversal to the organization. |
e.4) Communication
The Operational Risk & Internal Control area is part of Banco Santander's Governance structure and maintains a periodic communication and reporting process for Management through the Senior Forum on Internal Controls and Operational Risks (FSCIRO) and the RO Meeting. This process includes the presentation of materialized events, main risks, corrective action plans and information on the Internal Controls environment, ensuring transparency and knowledge to the governance forums. Additionally, the main risks (materialized and emerging) are reported and escalated, when applicable, to the Risk Control Committee and the Audit Committee and the Risk and Compliance Committee of the Board.
| | Consolidated Financial Statements | December 31, 2024 | F - 122 |
*Values expressed in thousands, except when indicated
f) Reputation Risk
f.1) Reputation Risk
Reputation risk is defined as the risk of a negative economic impact, either current or potential, derived from an unfavorable perception of the Bank by employees, customers, shareholders/investors, and society at large.
Reputational risk may emerge from a variety of sources and, frequently, results from other risk events. Typically, these sources are associated with the business and other support activities undertaken by Santander, as well as the economic, social, or political landscape, or even incidents triggered by competitors that could impact the Bank.
f.2) Compliance
It is defined as legal risk, the risk of regulatory sanctions, financial loss, or reputational damage that an institution may face due to failure in complying with laws, regulations, codes of ethics and conduct, and best banking practices. Compliance risk management is preventive in nature and includes monitoring, educational initiatives, advisory, risk assessment, and corporate communication related to the rules and legislation applicable to each business area.
f.3) Operating guidelines
a. Compliance Principles - Ethics and conduct in the securities markets
Ethical principles and standards are encapsulated in internal policies, which are made available and communicated to everyone. The Code of Ethics applies to all employees of the Organization, while the Code of Conduct in Securities Markets garners adherence from all individuals closely associated with the Securities Markets. Channels for clarification and reporting are established, alongside the implementation of monitoring and control measures designed to ensure compliance with the rules by all employees.
b. Anti-Money Laundering and Counter-Terrorism Financing
The Anti-Money Laundering and Counter-Terrorist Financing Policy is predicated on the knowledge and stringent criteria applied to the onboarding of our clients, further reinforced by the continuous surveillance of all transactions the Bank engages in. The concern with this issue is reflected in the active involvement of our management through the Anti-Money Laundering Operational Committee and the Ethics and Compliance Committee, which convene monthly to deliberate on issues pertinent to this matter. The committee plays a direct role in the client onboarding process and in addressing reports of suspicious activities.
c. New products and services and suitability
All new products and services undergo an internal evaluation by different technical departments to ensure a multidisciplinary risk assessment, followed by approval from the Local Commercialization Committee (LCC), which is composed of Santander executives. After this analysis and approval process, the new products and services are subject to ongoing monitoring and testing to mitigate any potential conduct risks during their sales.
g) Compliance with the Prudential Regulatory Framework
Santander Brasil maintains an integrated risk and capital management framework for its decision-making process, in compliance with BCB Resolution No. 4.557. This approach contributes to the optimal and efficient allocation of capital in its operations, aligned with the Institution's objectives regarding capital ratios and shareholder returns.
Brazil's participation in the Basel Committee on Banking Supervision (BCBS) promotes the timely adoption of international prudential standards within the Brazilian regulatory framework.
Consistent with this perspective, Santander Brasil invests in the continuous refinement of its capital management processes and practices, adhering to international market benchmarks, as well as regulatory and supervisory standards.
The Institution's capital management consists of an ongoing process encompassing planning, assessment, control, and monitoring of the capital required to mitigate the significant risks of the Conglomerate. This process includes evaluating the capital needed to support Pillar 1 risks (credit, market, and operational); developing methodologies for quantifying additional capital for Pillar 2 risks; implementing the Internal Capital Adequacy Assessment Process (ICAAP); projection and monitoring of capital ratios; preparation of the capital plan, preparation of contingency plans, preparation of the recovery plan; preparation of the organized exit plan; stress tests; and preparation of the quarterly risk and capital management report – Pillar 3.
g.1) Internal validation of risk models
| | Consolidated Financial Statements | December 31, 2024 | F - 123 |
*Values expressed in thousands, except when indicated
Internal validation is a critical phase in the life cycle of a model, as well as a prerequisite for the validation process by supervisory authorities. A specialized team within the Bank, endowed with sufficient independence, provides a technical assessment on the adequacy of internal models for the intended internal and regulatory objectives, concluding on their effectiveness and utility. The team is also required to evaluate whether the risk management and control procedures are commensurate with the Bank's strategy and risk profile.
Moreover, the Internal Validation division provides critical support to the risk committees and the Bank's management by offering a qualified and independent perspective. This enables the decision-making bodies to deliberate on the authorization for the use of models, whether for management or regulatory purposes.
Internal Validation at Banco Santander primarily covers models related to Credit Risk, Operational Compliance, Market, ALM, Pricing, Provisions, Economic Capital, and other models pertinent to the ICAAP exercise. The validation scope encompasses both theoretical and methodological aspects, as well as technological architecture, data quality, and all significant facets of advanced risk management (controls, reporting, usage, management engagement, etc.). Thus, the purpose of internal validation is to examine the quantitative, qualitative, technological, and corporate governance dimensions associated with regulatory processes and risk management.
Key responsibilities of the Internal Model Validation area include the following:
| i. | Establish the general principles of validation, conducting an independent assessment process that includes (i) data quality, (ii) methodological foundations, (iii) technological environment, (iv) performance, and (v) use and governance; |
| ii. | Issue a technical opinion on the adequacy of internal models for the intended internal and regulatory purposes, concluding on their usefulness and effectiveness. |
| iii. | Provide essential support to the risk committees and the Bank's management by delivering a qualified and independent opinion, enabling the responsible parties to make informed decisions on the authorization of model usage (for both management and regulatory purposes). |
It is important to note that Banco Santander's internal validation function is entirely in line with the independent validation criteria for the advanced approach as prescribed by the Basel Committee, the European supervisory 'home regulator' (Bank of Spain and European Central Bank), and the Brazilian Central Bank. In this regard, the Bank enforces a clear separation of responsibilities between Internal Validation and Internal Audit, with the latter constituting the final layer of the Bank's control validation framework.
The Internal Audit is responsible for assessing and revising the methodology and internal validation work, issuing opinions with an effective level of autonomy. As the ultimate control mechanism within the Group, the Internal Audit (third line of defense) is required to (i) periodically assess the adequacy of policies, methods, and procedures, and (ii) confirm their effective implementation in management.
g.2) Capital Management
Capital management takes into account both regulatory and economic factors, with the purpose of achieving a capital structure that is both cost-efficient and compliant, while meeting the requirements set forth by regulatory authorities and contributing to the attainment of classification targets established by rating agencies, as well as fulfilling investors' expectations.
h) Economic Capital
h.1) Main objectives
The development of economic capital models in the financial world seeks to address a fundamental challenge of regulatory capital: Risk Sensitivity.
In this context, economic capital models are specifically crafted to produce risk-sensitive estimates, facilitating enhanced precision in risk management, as well as more effective allocation of economic capital across Banco Santander's business units.
Banco Santander has concentrated its efforts on developing a robust economic capital model that is seamlessly integrated with business management. The primary objectives of Banco Santander's economic capital framework are the following:
1 - Consolidate Pillar I and other risks impacting the business into a single quantitative model, while also determining capital estimates by establishing correlations among various risks.
2 - Quantify and monitor fluctuations across distinct risk types.
3 - Distribute capital consumption among the main portfolios and manage the efficiency of Return on Risk-Adjusted Capital (RORAC).
4 - Estimate the Economic Value Added for each business unit. Economic profit must exceed the Bank's cost of capital.
5 – Compliance with regulatory standards in the locations where the Bank operates during the Pillar II review process conducted by supervisory authorities.
h.2) Economic Capital Model
In the determination of economic capital, it is the Bank's duty to specify the level of loss to be covered. Accordingly, a requisite confidence interval is applied to ensure the continuity of operations.
| | Consolidated Financial Statements | December 31, 2024 | F - 124 |
*Values expressed in thousands, except when indicated
The risk profile in Brazil is distributed among Credit, Market, ALM, Business, Operational and Material Assets risks. However, in order to anticipate the changes proposed in Basel III, new risks were incorporated into the model: Intangibles, Pension Funds (defined benefit) and Deferred Tax Assets, which allow the Bank to adopt an even more conservative and prudent position.
| Schedule of economic capital model | ||
| % Capital | 2024 | 2023 |
| Risk Type | ||
| Credit | 48% | 55% |
| Market | 2% | 2% |
| ALM | 5% | 6% |
| Business | 8% | 11% |
| Operational | 7% | 2% |
| Fixed Assets | 1% | 1% |
| Intangible Assets | 2% | 3% |
| Pension Funds | 1% | 1% |
| Deferred Tax Assets | 26% | 19% |
| TOTAL | 100% | 100% |
However, as a commercial bank, Credit is Banco Santander's main source of risk and the evolution of its portfolio is one of the main factors for its fluctuation.
RoRAC
Banco Santander Brasil has been using RORAC, with the following objectives:
- Analyze and establish a minimum price for operations (admissions) and customers (monitoring).
- Estimate the capital consumption for each client, economic group, portfolio, or business segment to optimize the allocation of economic capital, thereby maximizing the Bank's efficiency.
- Measure and track the performance of the business.
- To assess the operations of global clients, the calculation of economic capital incorporates specific variables employed in determining expected and unexpected losses. These variables include:
- Counterparty rating.
- Maturity.
- Guarantees.
- Nature of financing.
Economic value added is determined by the cost of capital. To generate value for shareholders, the minimum return from operations must exceed Banco Santander's cost of capital.
| | Consolidated Financial Statements | December 31, 2024 | F - 125 |
*Values expressed in thousands, except when indicated
| 47. | Subsequent Events |
| a) | Deliberation on Interest on Equity |
The Board of Directors of Banco Santander, at a meeting held on January 10, 2025, approved the proposal of the Company's Executive Board, ad referendum of the Ordinary General Meetings to be held by April 30, 2025, for the distribution of Interest on Equity, in the amount of R$1,500,000,000.00 (one billion and five hundred million reais), based on the balance of the Company's Dividend Equalization Reserve. Shareholders registered in the Bank's records at the end of January 22, 2025 (inclusive) will be entitled to the Interest on Equity. Therefore, as of January 23, 2025 (inclusive), the Bank's shares will be traded “Ex-Interest on Equity”. The amount of Interest on Equity was paid in February 12, 2025. The Interest on Equity will be fully attributed to the minimum mandatory dividends to be distributed by the Bank, referring to the fiscal year 2025, without any remuneration as monetary adjustment.
| | Consolidated Financial Statements | December 31, 2024 | F - 126 |
*Values expressed in thousands, except when indicated
APPENDIX I – RECONCILIATION OF SHAREHOLDERS’ EQUITY AND NET INCOME
Below are the tables reconciling shareholders' equity and net profit attributable to the Parent Company between the accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS), accompanied by a conceptual description of the main adjustments.
| Schedule of reconciliation of shareholders equity and net income | ||||
| Thousand of Reais | Note | 2024 | 2023 | 2022 |
| Stockholders' equity attributed under to the Parent Brazilian GAAP | 90,743,958 | 86,084,331 | 82,061,915 | |
| IFRS adjustments, net of taxes, when applicable: | ||||
| Reclassification of financial instruments at fair value through profit or loss | h | (76,256) | (75,538) | (54,801) |
| Reclassification of fair value through other comprehensive income | i | 4,200 | 2,814 | (33) |
| Impairment of financial assets measured at amortized cost | a | (387,348) | 234,410 | (816,600) |
| Category transfers - IFRS 9 | b | (187,807) | (664,635) | (219,671) |
| Deferral of financial fees, commissions and inherent costs under effective interest rate method | c | 2,044,873 | 1,689,463 | 1,493,810 |
| Reversal of goodwill amortization | d | 26,925,987 | 26,618,368 | 27,136,573 |
| Realization on purchase price adjustments | e | 577,831 | 586,024 | 594,784 |
| Adjustment referring to the difference between Book Value vs. the fair on Carsale's entry into Webmotors | 79,175 | 79,175 | - | |
| Option for Acquisition of Equity Instrument | f | 181,717 | 181,717 | (798,016) |
| Santander Serviços goodwill (Santusa) | g | (298,978) | (298,978) | (298,978) |
| Reversal of Provision PIS Law 9,718 | j | - | - | 980,212 |
| Others | (115,667) | 15,853 | 103,639 | |
| Stockholders' equity attributed to the parent under IFRS | 119,491,685 | 114,453,004 | 110,182,834 | |
| Non-controlling interest under IFRS | 335,447 | 403,350 | 497,342 | |
| Stockholders' equity (including non-controlling interest) under IFRS | 119,827,132 | 114,856,354 | 110,680,176 | |
| Thousand of Reais | Note | 2024 | 2023 | 2022 |
| Net income attributed to the Parent under Brazilian GAAP | 13,477,390 | 8,973,657 | 12,570,191 | |
| IFRS adjustments, net of taxes, when applicable: | ||||
| Reclassification of financial instruments at fair value through profit or loss | h | (33,811) | (29,788) | (9,826) |
| Reclassification of fair value through other comprehensive income | i | 3,080 | (1,383) | (177,887) |
| Impairment of financial assets measured at amortized cost | a | (587,260) | 1,036,851 | 805,578 |
| Category transfers - IFRS 9 | b | - | (17,584) | 14,722 |
| Deferral of financial fees, commissions and inherent costs under effective interest rate method | c | 340,362 | 195,653 | (90,260) |
| Reversal of goodwill amortization | d | 138,404 | 147,171 | 96,162 |
| Realization on purchase price adjustments | e | (8,193) | (8,760) | (8,760) |
| Option to Acquire Own Equity Instrument | f | 181,717 | 181,717 | 184,810 |
| Reversal of Provision PIS Law 9,718 | j | - | (980,212) | 980,212 |
| Others | (146,183) | (48,008) | (77,849) | |
| Net income attributed to the parent under IFRS | 13,365,506 | 9,449,313 | 14,287,093 | |
| Non-controlling interest under IFRS | 48,257 | 49,499 | 52,382 | |
| Net income (including non-controlling interest) under IFRS | 13,413,763 | 9,498,812 | 14,339,475 | |
a) Impairment of loans and receivables and financial assets measured at amortized cost
This adjustment relates to the estimated expected losses on the portfolio of assets subject to impairment, commitments for loan disbursements, and financial guarantee contracts, determined based on the criteria outlined in the accounting practices note and in accordance with IFRS 9 (in 2017, it refers to the adjustment for estimated incurred losses in accordance with IAS 39, the regulatory standard in effect at the time). These criteria differ in certain respects from those adopted under BRGAAP, which follows the regulatory thresholds established by the Brazilian Central Bank (Bacen). Moreover, the scope of the loss calculation base under IFRS is broader, including assets beyond those specified by Bacen.
b) Financial asset categories
As outlined in the note on accounting practices, IFRS 9 mandates the identification of business models associated with each portfolio, as well as the execution of the SPPI test to ascertain whether the cash flows from an asset consist exclusively of payments for principal and interest, for the purpose of classifying the asset within the appropriate financial asset categories. In contrast, BRGAAP allows for certain differences in the categorization of these financial assets and also considers Management's intention as a criterion for classification. Additionally, the criteria for reclassification across categories differ between the two accounting standards.
| | Consolidated Financial Statements | December 31, 2024 | F - 127 |
*Values expressed in thousands, except when indicated
c) Deferral of banking fees, commissions, and other financial costs using the effective interest rate method
Under IFRS, bank fees, commissions, and related financial costs, which are included in the effective interest rate of financial instruments measured at amortized cost, are recognized in the income statement over the validity period of the respective contracts. In contrast, under BRGAAP, these fees and expenses are recognized directly in the income statement upon receipt or payment.
d) Reversal of goodwill amortization
Under BRGAAP, goodwill is systematically amortized over a period of up to 10 years, subject to impairment testing at least once a year, or more frequently if additional evidence arises. Under IFRS, as per IAS 38 “Intangible Assets”, goodwill is not amortized but is tested for impairment to ascertain its recoverable amount at least annually, and whenever there is an indication of a potential reduction in its recoverable value. The tax amortization of Banco Real's goodwill represents a permanent and definitive difference between the accounting and tax bases, as the possibility of utilizing future funds to settle a tax liability is considered remote by Management, a position supported by the opinion of specialized external advisors. Consequently, the tax amortization of goodwill is permanent and definitive, and thus, the recognition of a deferred tax liability does not apply as per IAS 12 – Income Taxes, with respect to temporary differences.
e) Recognition of purchase price adjustments
As part of the purchase price allocation for acquisitions of entities, notably in the acquisition of Banco Real, in accordance with IFRS 3 "Business Combinations" standards, the Bank reassessed the acquired assets and liabilities at fair value, including identifiable intangible assets with defined useful lives. In contrast, according to BRGAAP, in a business combination, assets and liabilities are recorded at their book value. The adjustments to the purchase price allocation primarily relate to the valuation of assets in the loan portfolio. The initial recording of the loan values at fair value resulted in an adjustment to the yield curve of the portfolio compared to its nominal value, which is recognized over the respective average realization period.
f) Option to Acquire Equity Instrument
In the context of the transaction, Banco Santander granted the shareholders of Getnet S.A. and Banco Olé Consignado a put option for all the shares issued by Getnet S.A. and Banco Olé Consignado that they held. In accordance with IAS 32, a financial liability was recognized for the commitment made, offset against a specific equity account, in the amounts of R$950 million and R$67 million, respectively. The options were subsequently updated, with their effects recognized in the income statement. On December 19, 2018, Banco Santander and the Minority Shareholders of Getnet S.A. signed an amendment to the Share Purchase and Sale Agreement and Other Covenants of Getnet S.A., whereby Banco Santander committed to acquiring all the shares from the Minority Shareholders, representing 11.5% of the share capital of Getnet S.A., for the amount of R$1,431,000. The acquisition was approved by Brazilian Central Bank on February 18, 2019 and completed on February 25 2019, resulting in Banco Santander holding 100% of the shares representing the share capital of Getnet S.A. On March 14, 2019 the minority shareholder of Banco Olé Bonsucesso Consignado S.A. expressed their intention to exercise the put option stipulated in the Investment Agreement, signed on July 30, 2014, to sell their 40% stake in the share capital of Olé Consignado to Banco Santander (Brasil) S.A. On December 20, 2019 the parties entered into a binding agreement for the acquisition by Banco Santander of all the shares issued by Bosan Participações S.A., for a total value of R$1.6 billion, payable on the closing date of the transaction. On January 30, 2020, the name of Banco Olé Bonsucesso Consignado S.A. was changed to Banco Olé Consignado S.A. On January 31, 2020, the Bank and the shareholders of Bosan Participações S.A. finalized the definitive agreement and signed the share purchase and sale agreement for 100% of the shares issued by Bosan, through the transfer of Bosan's shares to the Bank and payment to the sellers in the total amount of R$1,608,773 As a result, the Bank has become, both directly and indirectly, the holder of 100% of the shares in Banco Olé.
g) Santander Serviços (Santusa) acquisition goodwill
Under IFRS 3 "Business Combinations", when a parent company acquires additional shares or other equity instruments of an entity it already controls, this amount must be recognized as a reduction in its equity. Under BRGAAP, this amount must be recorded on the balance sheet as goodwill or as a bargain purchase in the acquisition of the investment, which represents the difference between the acquisition cost and the equity value of the shares.
h) Reclassification of financial instruments at fair value through profit or loss
Under BRGAAP, all loans, financings, and deposits are accounted for at amortized cost. Under IFRS, as per IFRS 9 "Financial Instruments: Recognition and Measurement," financial assets may be measured at fair value and included in the category "Other financial assets at fair value through profit or loss." This approach aims to eliminate or significantly reduce the accounting mismatch in recognition or measurement arising from the valuation of assets or liabilities or the recognition of gains or losses on these assets/liabilities on different bases, which are managed and their performance evaluated based on fair value. Consequently, the Bank has classified loans, financings, and deposits that meet these criteria as "fair value through profit or loss," as well as certain debt instruments classified as "available for sale" under BRGAAP. The Bank has adopted this classification basis under IFRS, as it effectively eliminates an accounting mismatch in the recognition of income and expenses.
i) Reclassification of financial instruments to financial assets measured through other comprehensive income
Under BRGAAP, the Bank accounts for certain investments, such as debt securities initially measured at amortized cost and equity securities at cost. At the time of preparing this balance sheet, management reviewed its investment management strategy and, in accordance with the provisions of Circular No. 3.068/2001 by the Brazilian Central Bank, reclassified the debt securities to the "trading" category, recording their fair value through profit or loss. In line with IFRS, the Bank has classified these investments as financial assets measured at fair value through other comprehensive income, measuring them at fair value with the effects of this valuation being recognized in the "Consolidated Statements of Comprehensive Income", in compliance with IFRS 9 "Financial Instruments", which prohibits the reclassification of any financial instrument to the fair value through profit or loss category after initial recognition.
| | Consolidated Financial Statements | December 31, 2024 | F - 128 |
*Values expressed in thousands, except when indicated
j) Provision Reversal PIS Law No. 9.718
In December 2022, the adjustment relates to the reversal of the provision for the PIS lawsuit (Law No. 9.718), as detailed in note 21 c.4, following the adoption of Circular Letter No. 3.429/2010. This Circular Letter introduces specific rules for BRGAAP regarding the accounting treatment of tax obligations under judicial review. The total comprises R$160,806 in taxes and R$819,406 in interest and similar income, resulting in a net tax effect of R$980,212.
| | Consolidated Financial Statements | December 31, 2024 | F - 129 |
*Values expressed in thousands, except when indicated
APPENDIX II – STATEMENT OF VALUE ADDED
The Statement of Value Added presented below is not a requirement under IFRS; however, it is provided as supplementary information in accordance with Brazilian corporate legislation for publicly traded companies. It has been derived from the Bank's Consolidated Financial Statements and prepared in conformity with IFRS.
| Schedule of banks consolidated financial statements | ||||||
| 2024 | 2023 | 2022 | ||||
| Thousand of Reais | ||||||
| Interest and similar income | 137,183,478 | 128,282,707 | 115,225,118 | |||
| Net fee and commission income | 17,205,209 | 15,639,965 | 14,875,880 | |||
| Impairment losses on financial assets (net) | (28,484,030) | (28,008,086) | (24,828,749) | |||
| Other income and expense | (2,705,149) | 5,260,422 | 2,174,855 | |||
| Interest expense and similar charges | (80,504,918) | (81,398,673) | (67,721,941) | |||
| Third-party input | (8,682,746) | (8,677,366) | (8,207,227) | |||
| Materials, energy and others | (878,393) | (896,232) | (895,734) | |||
| Third-party services | (6,165,611) | (6,329,546) | (6,317,067) | |||
| Impairment of assets | (252,487) | (250,173) | (161,434) | |||
| Other | (1,386,255) | (1,201,415) | (832,992) | |||
| Gross added value | 34,011,844 | 31,098,969 | 31,517,936 | |||
| Retention | ||||||
| Depreciation and amortization | (2,731,018) | (2,740,950) | (2,585,502) | |||
| Added value produced | 31,280,826 | 28,358,019 | 28,932,434 | |||
| Investments in affiliates and subsidiaries | 312,986 | 239,236 | 199,179 | |||
| Added value to distribute | 31,593,812 | 28,597,255 | 29,131,613 | |||
| Added value distribution | ||||||
| Employee | 10,304,959 | 32.6% | 9,567,687 | 33.5% | 9,894,413 | 34.0% |
| Compensation | 7,381,229 | 6,804,098 | 6,351,116 | |||
| Benefits | 1,975,443 | 1,843,988 | 1,737,282 | |||
| Government severance indemnity funds for employees - FGTS | 569,555 | 549,538 | 2,221 | |||
| Other | 378,732 | 370,063 | 1,803,794 | |||
| Taxes | 7,640,888 | 24.2% | 9,382,381 | 32.8% | 4,749,350 | 16.3% |
| Federal | 7,632,666 | 9,375,150 | 4,625,498 | |||
| State | - | - | 123,852 | |||
| Municipal | 8,222 | 7,231 | - | |||
| Compensation of third-party capital - rental | 234,202 | 0.7% | 148,375 | 0.5% | 148,375 | 0.5% |
| Remuneration of interest on capital | 13,413,763 | 42.5% | 9,498,812 | 33.2% | 14,339,475 | 49.2% |
| Dividends and interest on capital | 6,000,000 | 6,200,000 | 8,100,000 | |||
| Profit Reinvestment | 7,365,506 | 3,249,313 | 6,187,093 | |||
| Profit (loss) attributable to non-controlling interests | 48,257 | 49,499 | 52,382 | |||
| Total | 31,593,812 | 100.0% | 28,597,255 | 100.0% | 29,131,613 | 100.0% |
| | Consolidated Financial Statements | December 31, 2024 | F - 130 |
*Values expressed in thousands, except when indicated
To the Shareholders:
We present the Management Report for the Consolidated Financial Statements of Banco Santander (Brasil) S.A. (Banco Santander or Bank) for the fiscal year ended on December 31, 2024. These statements have been prepared in conformity with the International Financial Reporting Standards (IFRS®) issued by the International Accounting Standards Board (IASB®), (currently referred to by the IFRS® Foundation as “standards accounting IFRS®”) and the interpretations of the IFRS Interpretations Committee (formerly the International Financial Reporting Interpretations Committee - IFRIC). They will be published on the website www.santander.com.br/ri.
1. Economic Situation
| v | Economic performance was highlighted by the following themes: |
In the international environment
| v | Trump's significant victory in the US presidential elections, which drived to a “red-sweep” scenario , which means victory for the Republicans in both the Senate and the House of Representatives. |
This fact should reinforce the campaign proposals, bringing challenges to trade partnerships with tariff impositions, with significant impacts on global growth.
In addition, the resilience of the US economy, together with inflation still above the target, is putting pressure on the US central bank (Fed) to adopt a more cautious stance, signaling fewer interest rate cuts, and at a slower pace, for 2025.
| v | The geopolitical scenario continues with different points of tension in Europe, the Middle East and Asia. |
This environment, combined with the uncertainties surrounding the new North American leadership, intensifies doubts about growth.
| v | Announcement of monetary stimulus and signaling of fiscal stimulus by Chinese authorities, but below analysts' expectations. More stimulus may come in the event of an escalation of the trade dispute with the US. |
In the domestic environment
| v | The deterioration in the perception of fiscal risk, with a significant devaluation of the exchange rate, accentuated the unanchoring of inflation expectations. |
The main macroeconomic event in the fourth quarter of 2024 was the announcement of measures to contain federal public spending, the initial impact of which did not meet expectations. The government projected a total cut of R$70 billion over two years, but Banco Santander estimates a lower potential, around R$50 billion. The perception that the measures announced were insufficient significantly affected asset prices and the expectations of economic agents. The exchange rate of the real against the US dollar, for example, reached its nominal all-time high of R$6.32/US$ in December. Likewise, IPCA projections, according to the Focus survey, increased throughout the release horizon, moving further away from the center of the target pursued by the Central Bank.
| v | Copom promoted larger adjustments to the Selic, raising the basic interest rate to 12.25% per year by the end of 2024. |
The conditions for the interest rate decision by the Central Bank of Brazil pointed to the need for a more contractionary monetary policy. After starting the hike cycle gradually, with increases of 0.25 percentage points, the committee accelerated the pace in the fourth quarter of 2024, raising the rate by 0.50 percentage points in November and 1.00 percentage points in December. Furthermore, given a more adverse scenario for the convergence of the IPCA, the Committee foresees adjustments of the same magnitude in its meetings in the first quarter of 2025, which would take the Selic to 14.25%, if its baseline scenario is confirmed. Based on this guidance, Banco Santander now estimates that the Selic will reach 15.50% in June 2025. This change is also consistent with the revised inflation scenario; Banco Santander now projects that the IPCA will be 5.5% in 2025.
| v | GDP performance in 3Q24 was above expectations, with emphasis on the more cyclical components on the supply side, consumption and investments. |
In contrast to Banco Santander’s expectations and the median of market projections, GDP in the third quarter of 2024 surprised positively, registering strong growth. According to Banco Santander, this performance was mainly driven by the resilience of the labor market and the accumulation of recent fiscal stimulus. As a result, there was a new wave of upward revisions in GDP growth projections for 2024. At the end of the third quarter of 2024, the median of economic agents’ projections indicated a growth of 3.0% for Brazilian GDP in 2024. At the end of the fourth quarter of 2024, this median rose to 3.5%, in line with Banco Santander’s current projection.
| | Consolidated Financial Statements | December 31, 2024 | F - 131 |
*Values expressed in thousands, except when indicated
2. Consolidated Performance
We maintained our continuous evolution towards resuming higher levels of profitability. The financial margin showed an evolution guided by the strategy of qualified and selective growth, directing efforts towards assets with a better return on capital. Commissions maintained a positive trajectory, reflecting a greater diversification of our sources of revenue. We maintained the good quality of our credit portfolio with controlled default rates.
With regard to efficiency, we remain focused on our culture of productivity. We continue to advance in building a solid, less volatile balance sheet with the capacity to generate sustainable results.
| Managerial Income Statement ¹ | |||||||
| (R$ million) | 4Q24 | 3Q24 | 4Q24 x | 2024 | 2023 | 2024 x | |
| 3Q24 | 2023 | ||||||
| Gross Financial Margin | 15,978 | 15,227 | 4.9 % | 60,746 | 53,179 | 14.2 % | |
| Commissions | 5,515 | 5,334 | 3.4 % | 20,917 | 18,458 | 13.3 % | |
| Total Revenues | 21,493 | 20,561 | 4.5 % | 81,663 | 71,637 | 13.2 % | |
| PDD result | (5,932) | (5,884) | 0.8 % | (23,755) | (25,200) | (5.7) % | |
| General Expenses | (6,769) | (6,457) | 4.8 % | (25,837) | (24,713) | 4.5 % | |
| Others | (3,688) | (3,887) | -5.1 % | (15,188) | (13,240) | 14.7 % | |
| Net Profit Before Taxes | 5,104 | 4,333 | 17.8 % | 16,883 | 8,484 | 99.0 % | |
| Taxes and Minority Interest | (1,250) | (669) | 86.9 % | (3,011) | 898 | (435.3) % | |
| Managerial Net Profit | 3,854 | 3,664 | 5.2 % | 13,872 | 9,382 | 47.8 % | |
| Accounting Net Profit | 3,746 | 3,548 | 5.5 % | 13,477 | 8,974 | 50.2 % | |
| 1 The table above onsiders managerial reclassifications pertaining to the Income Statement. | |||||||
3. Strategy and Rating Agencies
For information on the Bank's strategy and its classification by rating agencies, please refer to the Earnings Report available at www.santander.com.br/ri.
4. Corporate Governance
The Governance structure of Banco Santander Brasil comprises the Executive Board and its Executive Committee, which includes the CEO, Senior Executive Vice Presidents, and Executive Vice Presidents, as well as the Board of Directors and its Advisory Committees, namely: Audit, Risks and Compliance, Sustainability, Compensation and Nomination, and Governance.
For more information on the corporate governance practices adopted by Banco Santander Brasil and the resolutions of the Board of Directors, please visit the website www.santander.com.br/ri.
5. Internal Audit
Internal Audit reports directly to the Board of Directors, while the Audit Committee is responsible for its oversight.
Internal Audit is a permanent and independent function, distinct from any other function or unit, dedicated to providing the Board of Directors and senior management with independent assurance regarding the quality and effectiveness of internal control processes and systems, risk management (both current and emerging), and governance, thus contributing to safeguard the organization's value, solvency, and reputation. Internal Audit has been awarded a quality certification by the Institute of Internal Auditors (IIA).
To fulfill its responsibilities and manage the inherent risks associated with Banco Santander's operations, the Internal Audit department maintains a suite of internally developed tools, which are updated as necessary. Among these, the risk matrix stands out as a planning tool, prioritizing the risk level within the auditable universe by considering, among other factors, its inherent risks, the most recent audit rating, the degree of compliance with recommendations, and its magnitude. The work programs, which outline the audit tests to be conducted, are subject to periodic review.
The Audit Committee and the Board of Directors favorably analyzed and approved the Internal Audit work plan for the year 2024.
| | Consolidated Financial Statements | December 31, 2024 | F - 132 |
*Values expressed in thousands, except when indicated
6. People
Banco Santander continues to strengthen its organizational culture, which is focused on helping people and businesses prosper. Autonomy, leadership and innovation are gaining ground, accelerating digital transformation and improving personalized offerings for the most diverse segments of society.
There are 55.646 employees, considering the entire group, committed to the ambition of making Santander the main bank for each of its customers.
To this end, Banco Santander invests in an environment where leadership is a reference in the organization's values, diversity makes each professional feel recognized and engaged in building their career, and continuous learning is at the service of constantly improving the customer experience and the evolution of each employee's journey. Growth opportunities are democratized and within everyone's reach. Banco Santander was once again elected as one of the Best Companies to Work for in Brazil by GPTW, occupying 8th place in the national ranking of companies with more than 10,000 employees and 2nd place in the Sector Ranking of Large Banks.
7. Sustainability
Our history in sustainability began more than 20 years ago. Throughout this period, we have experienced an intense journey of evolution, in which we have improved our programs, businesses and governance focused on the topic
In this trajectory, we highlight the assessment and mitigation of social, environmental and climate risks for granting credit to projects and companies; generating businesses that support customers’ transition to a low-carbon economy; and the construction of a more inclusive society, through education and employability, financial inclusion and entrepreneurship and social inclusion actions. Many of these initiatives are accompanied by global targets in the areas where we have the greatest potential impact, such as net zero, financial inclusion and diversity.
To ensure good governance of this process, we have robust policies and controls, supported by senior leadership.
At the end of 4Q24, we highlight the following results:
| Environmental: | v R$32.2 billion in sustainable businesses made viable, with a portfolio of R$37.7 billion in green bond issuances, clean energy financing and dedicated product options. v Market leadership in CBIOS (decarbonization credits): 41% market share in Brazil v Santander Brasil was once again confirmed in the ICO2 B3 portfolio, a B3 index whose main purpose is to be a tool to encourage discussions about climate change in Brazil.
| |
| Promoting sustainable businesses, with a commitment to being Net Zero by 2050. |
| Social: | v 207 thousand people benefited from courses and scholarships through Santander Universities. v The Amigo de Valor program, dedicated to guaranteeing the rights of children and adolescents in vulnerable situations, supported approximately 9,342 children and adolescents and their families in 64 municipalities. v Approximately 6,271 elderly people and their families benefited from the Elderly Partner program, which aims to protect the rights of vulnerable elderly people.
| |
| For over 20 years contributing to the construction of a more inclusive society, with access to education and financial products. |
| Governance: | v Our Board of Directors currently has 45% female members and 55% independent members.
| |
| Promoting ESG in our culture, connecting all our businesses. |
| | Consolidated Financial Statements | December 31, 2024 | F - 133 |
*Values expressed in thousands, except when indicated
8. Independent Audit
The operating policy of Banco Santander, including its controlled companies, in contracting services unrelated to audit of the Financial Statements by its independent auditors, is based on Brazilian standards and international audit standards, which preserve the auditor's independence. This reasoning provides for the following: (i) the auditor does not must audit his own work, (ii) the auditor must not perform managerial functions at his client, (iii) the auditor must not promote the interests of its client, and (iv) need for approval of any services by the Bank's Audit Committee. In compliance with Securities and Exchange Commission Instruction 162/2022, Banco Santander informs that in the fiscal year ended December 31, 2024, no services were provided by PricewaterhouseCoopers unrelated to the independent audit of the Financial Statements of Banco Santander and relevant subsidiaries, which generate a conflict of interest, loss of independence or impact the objectivity of its independent auditors. PricewaterhouseCoopers has procedures, policies and controls in place to ensure its independence, which include the assessment of the work provided, covering any service other than the independent audit of the Financial Statements of Banco Santander and its subsidiaries. This assessment is based on applicable regulations and accepted principles that preserve the auditor's independence.
9. Acknowledgements
We extend our sincere gratitude to our clients, shareholders, and employees for the trust and support that have propelled us to this point, enabling the continuation of our story of evolution and transformation, on the path to becoming the Best Consumer Company in Brazil.
(Approved at the Board of Directors Meeting held on February 27, 2025).
| | Consolidated Financial Statements | December 31, 2024 | F - 134 |
*Values expressed in thousands, except when indicated
Composition of Management Bodies of December 31, 2024
Board of Directors
Deborah Stern Vieitas – President (independent)
Jose Antonio Alvarez Alvarez – Vice-president
Deborah Patricia Wright – Counselor (independent)
Ede Ilson Viani - Counselor
José de Paiva Ferreira – Counselor (independent)
Javier Maldonado Trinchant – Counselor
Marília Artimonte Rocca - Counselor (independent)
Mario Roberto Opice Leão – Counselor
Cristiana Almeida Pipponzi – Counselor (independent)
Pedro Augusto de Melo - Counselor (independent)
Vanessa de Souza Lobato Barbosa – Counselor
Audit Committee
Pedro Augusto de Melo – Coordinator
Maria Elena Cardoso Figueira – Qualified Technical Member
Andrea Maria Ramos Leonel – Member
René Luiz Grande – Member
Luiz Carlos Nannini – Member
| Risk and Compliance Committee José de Paiva Ferreira – Coordinator Deborah Stern Vieitas – Member José Mauricio Pereira Coelho – Member Jaime Leôncio Singer – Member
Sustainability Committee Marilia Artimonte Rocca – Coordinator Álvaro Antônio Cardoso de Souza – Member Vivianne Naigeborin – Member Tasso Rezende de Azevedo - Member | Nomination and Governance Committee Deborah Stern Vieitas - Coordinator Deborah Patricia Wright – Member Cristiana Almeida Pipponzi – Member José Antonio Alvarez Alvarez – Member
Compensation Committee Deborah Patricia Wright – Coordinator Deborah Stern Vieitas - Member Luiz Fernando Sanzogo Giorgi – Member Vanessa de Souza Lobato Barbosa – Member |
| | Consolidated Financial Statements | December 31, 2024 | F - 135 |
*Values expressed in thousands, except when indicated
Chief Executive Officer
Mario Roberto Opice Leão
Vice President Executive Officer and Investor Relations Officer
Gustavo Alejo Viviani
Vice President Executive Officers
Alessandro Tomao
Carlos José da Costa André
Ede Ilson Viani
Franco Raul Rizza
Germanuela de Almeida de Abreu
Luis Guilherme Mattoso de Oliem Bittencourt
Gilberto Duarte de Abreu Filho
Maria Elene Lanciego Perez
Maria Teresa Mauricio da Rocha Pereira Leite
Renato Ejnisman
Officers without specific designation Alessandro Chagas Farias Alexandre Teixeira de Araujo Alexandre Guimarães Soares Ana Paula Vitali Janes Vescovi André Juaçaba de Almeida Carlos Aguiar Neto Celso Mateus De Queiroz Cezar Augusto Janikian Claudia Chaves Sampaio Claudenice Lopes Duarte Daniel Mendonça Pareto Eduardo Alvarez Garrido Eduardo Luis Sasaki Enrique Cesar Suares Fragata Lopes Franco Luigi Fasoli Geraldo José Rodrigues Alckmin Neto Gustavo de Sousa Santos Izabella Ferreira Costa Belisario
| Jean Paulo Kambourakis Leonardo Mendes Cabral Luciana de Aguiar Barros Marilize Ferrazza Santinoni Paulo César Ferreira de Lima Alves Paulo Fernando Alves Lima Paulo Sérgio Duailibi Rafael Abujamra Kappaz Ramón Sanchez Santiago Reginaldo Antonio Ribeiro Ricardo Olivare de Magalhães Richard Flavio Da Silva Robson de Souza Rezende Sandro Kohler Marcondes Sandro Mazerino Sobral Thomaz Antonio Licarião Rocha Vanessa Alessi Manzi Vítor Ohtsuki |
Accountant
Camilla Cruz Oliveira de Souza – CRC Nº 1SP – 256989/O-0
| | Consolidated Financial Statements | December 31, 2024 | F - 136 |
*Values expressed in thousands, except when indicated
Directors’ statement on the Financial Statements
Pursuant to the provisions of article 27, § 1, item VI, of the Brazilian Securities and Exchange Commission (CVM) Instruction No. 80, dated March 29, 2022, the members of the Executive Board of Banco Santander (Brasil) S.A. (Banco Santander) hereby declare that they have discussed, reviewed, and concurred with the Financial Statements of Banco Santander for the fiscal year ended on December 31, 2024. These Statements have been prepared in accordance with the International Financial Reporting Standards (IFRS®) and include the Management Report, Consolidated Balance Sheet, Consolidated Statement of Income, Consolidated Statement of Comprehensive Income, Statement of Changes in Shareholders' Equity, Statement of Cash Flows, Statement of Value Added, and Notes to the Financial Statements, all of which have been prepared in accordance with the accounting standards adopted in Brazil, as per Law No. 6.404, dated December 14, 1976 (Brazilian Corporation Law), and the international financial reporting standards issued by the International Accounting Standards Board (IASB). The referenced Financial Statements and their accompanying documents have received an unqualified opinion from the Independent Auditors and have been recommended for approval by the Bank's Audit Committee to the Board of Directors, with a favorable opinion from the Bank's Fiscal Board.
Members of the Executive Board of Banco Santander as of December 31, 2024:
Executive Board
Chief Executive Officer
Mario Roberto Opice Leão
Vice President Executive Officer and Investor Relations Officer
Gustavo Alejo Viviani
Vice President Executive Officers
Alessandro Tomao
Carlos José da Costa André
Ede Ilson Viani
Franco Raul Rizza
Germanuela de Almeida de Abreu
Luis Guilherme Mattoso de Oliem Bittencourt
Gilberto Duarte de Abreu Filho
Maria Elene Lanciego Perez
Maria Teresa Mauricio da Rocha Pereira Leite
Renato Ejnisman
Officers without specific designation Alessandro Chagas Farias Alexandre Teixeira de Araujo Alexandre Guimarães Soares Ana Paula Vitali Janes Vescovi André Juaçaba de Almeida Carlos Aguiar Neto Celso Mateus de Queiroz Cezar Augusto Janikin Claudia Chaves Sampaio Claudenice Lopes Duarte Daniel Mendonça Pareto Eduardo Alvarez Garrido Eduardo Luis Sasaki Enrique Cesar Suares Fragata Lopes Franco Luigi Fasoli Geraldo José Rodrigues Alckmin Neto Gustavo de Sousa Santos Izabella Ferreira Costa Belisario
| Jean Paulo Kambourakis Leonardo Mendes Cabral Luciana de Aguiar Barros Marilize Ferrazza Santinoni Paulo César Ferreira de Lima Alves Paulo Fernando Alves Lima Paulo Sérgio Duailibi Rafael Abujamra Kappaz Ramón Sanchez Santiago Reginaldo Antonio Ribeiro Ricardo Olivare de Magalhães Richard Flavio Da Silva Robson de Souza Rezende Sandro Kohler Marcondes Sandro Mazerino Sobral Thomaz Antonio Licariao Rocha Vanessa Alessi Manzi Vítor Ohtsuki |
| | Consolidated Financial Statements | December 31, 2024 | F - 137 |
*Values expressed in thousands, except when indicated
Directors’ statement on the Independent Auditors
Pursuant to the provisions of article 27, § 1, item VI, of the Brazilian Securities and Exchange Commission (CVM) Instruction No. 80, dated March 29, 2022, the members of the Executive Board of Banco Santander (Brasil) S.A. (Banco Santander) hereby declare that they have discussed, reviewed, and concurred with the Financial Statements of Banco Santander for the fiscal year ended on December 31, 2024. These Statements have been prepared in accordance with the International Financial Reporting Standards (IFRS®) and include the Management Report, Consolidated Balance Sheet, Consolidated Statement of Income, Consolidated Statement of Comprehensive Income, Statement of Changes in Shareholders' Equity, Statement of Cash Flows, Statement of Value Added, and Notes to the Financial Statements, all of which have been prepared in accordance with the accounting standards adopted in Brazil, as per Law No. 6.404, dated December 14, 1976 (Brazilian Corporation Law), and the international financial reporting standards issued by the International Accounting Standards Board (IASB). The referenced Financial Statements and their accompanying documents have received an unqualified opinion from the Independent Auditors and have been recommended for approval by the Bank's Audit Committee to the Board of Directors, with a favorable opinion from the Bank's Fiscal Board.
Members of the Executive Board of Banco Santander as of December 31, 2024:
Executive Board
Chief Executive Officer
Mario Roberto Opice Leão
Vice President Executive Officer and Investor Relations Officer
Gustavo Alejo Viviani
Vice President Executive Officers
Alessandro Tomao
Carlos José da Costa André
Ede Ilson Viani
Franco Raul Rizza
Germanuela de Almeida de Abreu
Luis Guilherme Mattoso de Oliem Bittencourt
Gilberto Duarte de Abreu Filho
Maria Elene Lanciego Perez
Maria Teresa Mauricio da Rocha Pereira Leite
Renato Ejnisman
Officers without specific designation Alessandro Chagas Farias Alexandre Teixeira de Araujo Alexandre Guimarães Soares Ana Paula Vitali Janes Vescovi André Juaçaba de Almeida Carlos Aguiar Neto Celso Mateus de Queiroz Cezar Augusto Janikin Claudia Chaves Sampaio Claudenice Lopes Duarte Daniel Mendonça Pareto Eduardo Alvarez Garrido Eduardo Luis Sasaki Enrique Cesar Suares Fragata Lopes Franco Luigi Fasoli Geraldo José Rodrigues Alckmin Neto Gustavo de Sousa Santos Izabella Ferreira Costa Belisario
| Jean Paulo Kambourakis Leonardo Mendes Cabral Luciana de Aguiar Barros Marilize Ferrazza Santinoni Paulo César Ferreira de Lima Alves Paulo Fernando Alves Lima Paulo Sérgio Duailibi Rafael Abujamra Kappaz Ramón Sanchez Santiago Reginaldo Antonio Ribeiro Ricardo Olivare de Magalhães Richard Flavio Da Silva Robson de Souza Rezende Sandro Kohler Marcondes Sandro Mazerino Sobral Thomaz Antonio Licariao Rocha Vanessa Alessi Manzi Vítor Ohtsuki |
| | Consolidated Financial Statements | December 31, 2024 | F - 138 |
*Values expressed in thousands, except when indicated
The Audit Committee of Banco Santander (Brasil) S.A. ("Santander"), lead institution of the Santander´s Economic and Financial Conglomerate ("Conglomerate”), acts as single entity for all the institutions and companies’ part of the Conglomerate, including those entities under the supervision of the Superintendence of Private Insurance - SUSEP. In compliance with the U.S. Securities and Exchange Commission, the Audit Committee acts as the Audit Committee of Santander in accordance with the provisions of the Sarbanes-Oxley Act.
According to its Charter, available on Santander´s Investors Relations website (www.ri.santander.com.br), the Audit Committee, among its attributions, advises the Board of Directors on the oversight of the reliability of the financial statements, its compliance with the applicable rules and legislation, the effectiveness and independence of the work performed by the internal and independent auditors, as well as on the effectiveness of the internal control system and operational risk management. Besides that, the Audit Committee also recommends amendments and improvements on policies, practices and procedures identified in the course of its duties, whenever deemed necessary.
The Audit Committee is currently composed of five independent members, elected according to resolution approved at the meeting of the Board of Directors held on May 02, 2024. It acts through meetings with executives, auditors and specialists and conducts analyzes based on the reading of documents and information submitted to it, as well as taking initiatives in relation to other procedures deemed necessary. The Audit Committee's evaluations are primarily based on information received from Management, internal and independent auditors and the areas responsible for monitoring internal controls and operational risks.
The Committee's reports are regularly sent to the Board of Directors, through regular reports from the Committee coordinator at Board of Directors meetings.
Regarding its attributions, the Audit Committee performed the following activities:
Financial Statements
The Audit Committee reviewed the financial statements of Santander, confirming its adequacy, in compliance with Brazilian corporate law, accounting practices, the rules of the Brazilian Securities and Exchange Commission (“CVM”) and the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and, as listed on the NYSE, issued by the SEC and Sarbanes-Oxley Act. In this regard, it acknowledged the results recorded in the second semester of 2024 of Santander, in IFRS standard.
The Audit Committee held meetings with the independent auditors and professionals responsible for the accounting and preparation of the financial statements, prior to their disclosure.
Internals Controls and Operational Risks Management
The Audit Committee received information and held meetings with the Executive Vice-Presidency of Risks - including attending meetings of the Risk and Compliance Committee, the Compliance Directorship, Internal Controls and the relevant professionals responsible for the management, implementation and dissemination of the Conglomerate's internal controls and risk management culture and infrastructure. It also verified cases dealt by the “Canal Aberto” (Whistleblowing channel) and by the Information Security and Anti-Fraud areas. Such verifications were conducted in accordance with current regulations.
Internal Audit
The Audit Committee met formally with the Chief Audit Officer and with other Internal Audit representatives on several occasions during the second semester of 2024, in addition to receiving the report of the work performed, the reports issued and their respective conclusions and recommendations, highlighting (i) the fulfillment of recommendations for improvements in areas which controls were considered "To be improved"; (ii) the results of the improvements applied to monitor and comply with the recommendations and their action plans for continuous progress; and (iii) meeting the demands of regulatory bodies. In several other occasions, Internal Audit professionals attended the meetings of the Audit Committee, providing expert information.
Independent Audit
Regarding the Independent Audit work performed by PricewaterhouseCoopers Auditores Independentes ("PwC"), the Audit Committee met formally on several occasions in the second half of 2024. At these meetings the following topics were highlighted: discussions involving the financial statements for the second semester ended 2024, accounting practices, the main audit matters (“PAAs”) and eventual deficiencies and recommendations raised in the internal control report and detailed report on the revision of “Allowance for Loan Losses”. In addition, the Committee met with the Independent Auditor in executive sessions to discuss topics of interest, such as the Brazilian Tax Reform. The Audit Committee evaluated the proposals submitted by PwC for the performance of other services, in order to verify the absence of conflicts of interest or potential risk of loss of independence. The Committee also met with KPMG Auditores Independentes (“KPMG”), responsible for the audit of Banco RCI Brasil S.A., member of the Conglomerate.
| | Consolidated Financial Statements | December 31, 2024 | F - 139 |
*Values expressed in thousands, except when indicated
Ombudsman
In accordance with the current regulation, specific works were carried out in the second semester of 2024, which were presented to the Audit Committee that discussed and evaluated them. In addition to reporting the work of 2024, the Committee also took note of the Ombudsman's half-yearly report, both from Santander and its affiliates, and from the companies’ part of the Conglomerate that have their own Ombudsman for the semester ended December 31, 2024.
Regulatory Bodies
The Audit Committee monitors and acts on the results of the inspections and notes of regulatory and self-regulatory bodies and the respective measures adopted by management to comply with such notes, accompanies the new regulations and holds meetings with regulators, whenever requested. In the case of the Central Bank of Brazil, it holds regular meetings with the supervisors of the Banking Supervision Department - Desup and the Conduct Supervision Department - Decon.
Others Activities
Besides the activities described above, as part of the work inherent to its attributions, the Audit Committee met with senior management and several areas of the Conglomerate, furthering its analysis, with emphasis on the following topics: (i) monitoring of regulatory capital; (ii) monitoring inspections reports and notes from regulators, ongoing inspections and the correspondent action plans adopted to meet the requests; (iii) monitoring of cybersecurity themes; (iv) monitoring the Sustainability themes, amongst with Sustainability Committee; (v) monitoring of topics related to conduct, PLD/CFT, KYC policies and action plans for continuous improvements; (vi) monitoring of the activities of the customer relations department, its action plans and results; (vii) monitoring of tax, labor and civil litigation; (viii) review and approval of the Tax Credit Realization Technical Study; and (ix) monitoring of provisions and topics related to PCLD.
During the period, members of the Audit Committee also participated in training, lectures and programs on topics related to its activities, and on regulations of interest and impact to the Conglomerate.
Conclusion
Based on the work and assessments carried out, and considering the context and scope in which it carries out its activities, the Audit Committee concluded that the work carried out is appropriate and provides transparency and quality to the Financial Statements of Santander, for the semester ended on December 31, 2024, recommending its approval by the Board of Directors of Santander.
São Paulo, February 27, 2025.
Audit Committee
Pedro Augusto de Melo – Chairman
Maria Elena Cardoso Figueira – Financial Expert
René Luiz Grande
Andrea Maria Ramos Leonel
Luiz Carlos Nannini
| | Consolidated Financial Statements | December 31, 2024 | F - 140 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
Date: February 28, 2025
| Banco Santander (Brasil) S.A. | ||
| By: | /S/ Reginaldo Antonio Ribeiro | |
| Reginaldo Antonio Ribeiro Officer Without Specific Designation | ||
| By: | /s/ Gustavo Alejo Viviani | |
| Gustavo Alejo Viviani Vice - President Executive Officer | ||