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 August, 2024
Commission File Number: 001-34476
BANCO SANTANDER (BRASIL) S.A.
(Exact name of registrant as specified in its charter)
Avenida Presidente Juscelino Kubitschek, 2041 and 2235
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ___X___ Form 40-F _______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes _______ No ___X____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes _______ No ___X____
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes _______ No ___X____
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
BANCO SANTANDER (BRASIL)
S.A.
CONSOLIDATED CONDENSED
INTERIM FINANCIAL STATEMENTS |
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TABLE OF CONTENTS |
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Page |
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![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_002.jpg)
Report on review of consolidated condensed
interim financial statements
To the Board of Directors and Stockholders
Banco Santander (Brasil) S.A.
Introduction
We have reviewed the consolidated condensed balance sheet of Banco Santander (Brasil)
S.A. ("Bank") and its subsidiaries as at March 31, 2024 and the related consolidated condensed statements of income, comprehensive
income, changes in stockholders' equity and cash flows for the quarter then ended, and explanatory notes.
Management is responsible for the preparation and presentation of these consolidated
condensed interim financial statements in accordance with the International Accounting Standard (IAS) 34 - "Interim Financial Reporting"
issued by the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these consolidated condensed
interim financial statements based on our review.
Scope of review
We conducted our review in accordance with Brazilian and International Standards
on Reviews of Interim Financial Information (NBC TR 2410 - "Review of Interim Financial Information Performed by the Independent
Auditor of the Entity" and ISRE 2410 - "Review of Interim Financial Information Performed by the Independent Auditor of the
Entity", respectively). A review of interim information consists of making inquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted
in accordance with Brazilian and International Standards on Auditing and consequently did not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe
that the accompanying consolidated condensed interim financial statements referred to above are not prepared, in all material respects,
in accordance with the International Accounting Standard IAS 34 - Interim Financial Reporting issued by the International Accounting Standards
Board (IASB).
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_002.jpg)
Banco Santander (Brasil) S.A.
Other matters
Statement of value added
The consolidated condensed interim financial statements referred to above include
the consolidated condensed statement of value added for the quarter ended March 31, 2024, prepared under the responsibility of the Bank's
management and presented as supplementary information for IAS 34 purposes. This statement has been subjected to review procedures performed
together with the review of the consolidated condensed interim financial statements, for the purpose of concluding whether it is reconciled
with the consolidated condensed interim financial statements and accounting records, as applicable, and if its form and content are in
accordance with the criteria defined in the accounting standard CPC 09 - "Statement of Value Added". Based on our review, nothing
has come to our attention that causes us to believe that this consolidated condensed statement of value added has not been properly prepared,
in all material respects, in accordance with the criteria established in this accounting standard, and consistent with the consolidated
condensed interim financial statements taken as a whole.
São Paulo, April 30, 2024
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_003.gif)
PricewaterhouseCoopers
Auditores Independentes Ltda.
CRC 2SP000160/O-5
![Uma imagem contendo desenho
Descrição gerada automaticamente](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.gif)
Caio Fernandes Arantes
Contador CRC 1SP222767/O-3
*Values expressed in thousands, except when indicated
Consolidated
Condensed Balance Sheet
ASSETS |
Note |
|
03/31/2024 |
|
12/31/2023 |
|
|
|
|
|
|
Cash |
|
|
21,136,129 |
|
23,122,550 |
|
|
|
|
|
|
Financial Assets Measured At Fair Value Through Profit Or Loss |
3.a |
|
219,461,125 |
|
208,921,896 |
Debt instruments |
|
|
96,541,935 |
|
84,291,192 |
Equity instruments |
|
|
4,026,933 |
|
3,422,154 |
Derivatives |
18 |
|
29,235,955 |
|
29,269,652 |
Loans and advances to customers |
|
|
3,791,827 |
|
3,040,712 |
Balances with the Brazilian Central Bank |
|
|
85,864,475 |
|
88,898,186 |
|
|
|
|
|
|
Financial Assets Measured At Fair Value Through Other Comprehensive Income |
3.a |
|
58,147,833 |
|
59,052,090 |
Debt instruments |
|
|
58,130,816 |
|
59,036,137 |
Equity instruments |
|
|
17,017 |
|
15,953 |
|
|
|
|
|
|
Financial Assets Measured At Amortized Cost |
3.a |
|
732,737,878 |
|
723,710,121 |
Loans and amounts due from credit institutions |
|
|
25,442,680 |
|
25,716,845 |
Loans and advances to customers |
|
|
527,318,709 |
|
514,936,423 |
Debt instruments |
|
|
95,870,626 |
|
101,087,321 |
Reserves at the Central Bank of Brazil |
|
|
84,105,863 |
|
81,969,532 |
|
|
|
|
|
|
Hedging Derivatives |
18 |
|
23,597 |
|
25,069 |
|
|
|
|
|
|
Non-Current Assets Held For Sale |
4 |
|
895,539 |
|
914,072 |
|
|
|
|
|
|
Investments in Associates and Joint Ventures |
5.a |
|
1,469,008 |
|
1,609,780 |
|
|
|
|
|
|
Tax Assets |
|
|
53,240,446 |
|
52,839,470 |
Current |
|
|
8,602,881 |
|
9,393,766 |
Deferred |
|
|
44,637,565 |
|
43,445,704 |
|
|
|
|
|
|
Other Assets |
|
|
7,891,578 |
|
5,996,651 |
|
|
|
|
|
|
Tangible Assets |
6.a |
|
6,701,546 |
|
7,085,564 |
|
|
|
|
|
|
Intangible Assets |
|
|
32,420,543 |
|
32,375,513 |
Goodwill |
7 |
|
27,852,568 |
|
27,852,568 |
Other intangible assets |
8 |
|
4,567,975 |
|
4,522,945 |
|
|
|
|
|
|
Total Assets |
|
|
1,134,125,222 |
|
1,115,652,776 |
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 5 |
*Values expressed in thousands, except when indicated
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
Note |
|
03/31/2024 |
|
12/31/2023 |
|
|
|
|
|
|
Financial Liabilities Measured At Fair Value Through Profit Or Loss Held For Trading |
9.a |
|
66,064,288 |
|
49,581,441 |
Trading derivatives |
18 |
|
25,380,609 |
|
23,763,857 |
Short positions |
|
|
35,829,061 |
|
19,831,991 |
Other financial liabilities |
|
|
94,963 |
|
- |
Marketable debt securities |
|
|
4,759,655 |
|
5,985,593 |
|
|
|
|
|
|
Financial Liabilities Measured at Amortized Cost |
9.a |
|
913,967,778 |
|
910,550,506 |
Deposits from Brazilian Central Bank and deposits from credit institutions |
|
|
119,279,652 |
|
118,511,957 |
Customer deposits |
|
|
573,796,557 |
|
583,220,576 |
Marketable debt securities |
|
|
126,917,436 |
|
124,397,422 |
Debt instruments eligible to compose capital |
|
|
20,394,912 |
|
19,626,967 |
Other financial liabilities |
|
|
73,579,221 |
|
64,793,584 |
|
|
|
|
|
|
Hedging Derivatives |
18 |
|
5,088 |
|
1,176,571 |
|
|
|
|
|
|
Provisions |
10.a |
|
12,001,998 |
|
11,473,781 |
Provisions for pension funds and similar obligations |
|
|
2,569,842 |
|
2,543,504 |
Provisions for judicial and administrative proceedings, commitments and other provisions |
|
9,432,156 |
|
8,930,277 |
|
|
|
|
|
|
Tax Liabilities |
|
|
7,982,344 |
|
8,999,893 |
Current |
|
|
4,336,794 |
|
5,300,461 |
Deferred |
|
|
3,645,550 |
|
3,699,432 |
|
|
|
|
|
|
Other Liabilities |
|
|
18,272,551 |
|
19,014,230 |
|
|
|
|
|
|
Total Liabilities |
|
|
1,018,294,047 |
|
1,000,796,422 |
|
|
|
|
|
|
Stockholders' Equity |
|
|
120,210,768 |
|
118,421,219 |
Share Capital |
11.a |
|
55,000,000 |
|
55,000,000 |
Reserves |
11.c |
|
455,211 |
|
607,677 |
Treasury shares |
11.d |
|
(853,275) |
|
(1,106,783) |
Dividends |
11.b |
|
65,608,832 |
|
63,920,325 |
|
|
|
|
|
|
Other Comprehensive Income |
|
|
(4,651,283) |
|
(3,968,215) |
|
|
|
|
|
|
Stockholders' Equity Attributable to the Parent |
|
|
115,559,485 |
|
114,453,004 |
|
|
|
|
|
|
Non - Controlling Interests |
|
|
271,690 |
|
403,350 |
|
|
|
|
|
|
Total Stockholders' Equity |
|
|
115,831,175 |
|
114,856,354 |
Total Liabilities and Stockholders' Equity |
|
|
1,134,125,222 |
|
1,115,652,776 |
The explanatory notes are an integral part of the condensed
consolidated financial statements.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 6 |
*Values expressed in thousands, except when indicated
Consolidated
Condensed Statements of Income
|
Notes |
|
01/01 to 03/31/2024 |
|
01/01 to 03/31/2023 |
Interest and similar income |
|
|
32,603,990 |
|
32,149,175 |
Interest expense and similar charges |
|
|
(19,217,062) |
|
(19,590,183) |
Net Interest Income |
|
|
13,386,928 |
|
12,558,992 |
Income from equity instruments |
|
|
2,013 |
|
4,284 |
Income from companies accounted by the equity method |
5.a |
|
63,599 |
|
57,727 |
Fee and commission income |
|
|
5,615,334 |
|
5,754,553 |
Fee and commission expense |
|
|
(1,685,464) |
|
(1,758,140) |
Gains (losses) on financial assets and liabilities (net) |
|
|
1,292,214 |
|
444,072 |
Financial assets measured at fair value through profit or loss |
|
|
1,458,511 |
|
879,661 |
Financial instruments not measured at fair value through profit or loss |
|
|
(389,051) |
|
(272,989) |
Other |
|
|
222,754 |
|
(162,600) |
Exchange differences (net) |
|
|
(284,099) |
|
394,081 |
Other operating expense |
|
|
(211,614) |
|
(229,865) |
Total Income |
|
|
18,178,911 |
|
17,225,704 |
Administrative expenses |
|
|
(4,982,138) |
|
(4,767,126) |
Personnel expenses |
13.a |
|
(2,926,815) |
|
(2,666,034) |
Other administrative expenses |
13.b |
|
(2,055,323) |
|
(2,101,092) |
Depreciation and amortization |
|
|
(681,787) |
|
(688,377) |
Tangible assets |
6.a |
|
(423,193) |
|
(473,697) |
Intangible assets |
8 |
|
(258,594) |
|
(214,680) |
Provisions (net) |
|
|
(1,115,142) |
|
(1,035,974) |
Impairment losses on financial assets (net) |
|
|
(6,799,369) |
|
(8,052,337) |
Financial instruments measured at amortized cost |
3.b.2 |
|
(6,799,369) |
|
(8,052,337) |
Impairment losses on other assets (net) |
|
|
(47,724) |
|
(31,407) |
Other intangible assets |
8 |
|
- |
|
(2,749) |
Other assets |
|
|
(47,724) |
|
(28,658) |
Gains (losses) on disposal of assets not classified as non-current assets held for sale |
|
|
(148,588) |
|
53,601 |
Gains (losses) on non-current assets held for sale not classified as discontinued operations |
|
12,743 |
|
18,286 |
Operating Income Before Tax |
|
|
4,416,906 |
|
2,722,370 |
Income taxes |
12 |
|
(1,355,978) |
|
325,101 |
Net income for the semester |
|
|
3,060,928 |
|
3,047,471 |
Profit attributable to the Parent |
|
|
3,052,046 |
|
3,040,027 |
Profit attributable to non-controlling interests |
|
|
8,882 |
|
7,444 |
The accompanying notes from Management are
an integral part of these financial statements.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 7 |
*Values expressed in thousands, except when indicated
Consolidated
Condensed Statements of Comprehensive Income
|
|
01/01 a 03/31/2024 |
|
01/01 a 03/31/2023 |
Profit for the Period |
|
3,060,928 |
|
3,047,471 |
|
|
|
|
|
Other Comprehensive Income that will be subsequently reclassified for profit or loss when specific conditions are met: |
. |
(421,457) |
|
256,072 |
|
|
|
|
|
Financial assets measured at fair value through other comprehensive income |
. |
(335,592) |
|
91,093 |
Financial assets measured at fair value through other comprehensive income |
. |
(508,895) |
|
320,518 |
Taxes |
. |
173,303 |
|
(229,425) |
|
|
|
|
|
Cash flow hedges |
|
(85,865) |
|
164,979 |
Valuation adjustments |
|
(163,733) |
|
314,590 |
Taxes |
|
77,868 |
|
(149,611) |
|
|
|
|
|
Other Comprehensive Income that won't be reclassified for Net income: |
|
(261,611) |
|
(17,580) |
|
|
|
|
|
Defined benefits plan |
|
- |
|
(17,580) |
Defined benefits plan |
|
- |
|
- |
Taxes |
|
- |
|
(17,580) |
|
|
|
|
|
Others |
|
(261,611) |
|
- |
IFRS 17 adjustments |
|
(20,341) |
|
- |
Goodwill in acquisitions of subsidiaries |
|
(257,008) |
|
- |
Others |
|
7,602 |
|
- |
Taxes |
|
8,136 |
|
- |
|
|
|
|
|
|
|
|
|
|
Total Comprehensive Income |
|
2,377,860 |
|
3,285,963 |
Attributable to the parent |
|
2,368,978 |
|
3,278,519 |
Attributable to non-controlling interests |
|
8,882 |
|
7,444 |
Total |
|
2,377,860 |
|
3,285,963 |
The explanatory notes are an integral part of the condensed
consolidated financial statements.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 8 |
*Values expressed in thousands, except when indicated
Consolidated
Condensed Statements 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 |
|
Adjustments 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, 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 |
|
|
Pension plans |
|
- |
|
- |
|
- |
|
|
- |
|
- |
|
|
- |
|
(620,233) |
|
- |
|
- |
- |
- |
|
(620,233) |
|
- |
|
(620,233) |
|
|
Adjustments 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 |
11.b |
- |
|
- |
|
- |
|
|
- |
|
(6,200,000) |
|
|
- |
|
- |
|
- |
|
- |
- |
- |
|
(6,200,000) |
|
- |
|
(6,200,000) |
|
|
Share-based compensation |
11.d |
- |
|
161,899 |
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
- |
- |
|
161,899 |
|
- |
|
161,899 |
|
|
Treasury shares |
11.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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
- |
|
- |
|
- |
|
|
- |
|
3,052,046 |
|
|
(335,592) |
|
- |
|
- |
|
(12,205) |
(249,406) |
(85,865) |
|
2,368,978 |
|
8,882 |
|
2,377,860 |
|
|
Net profit attributable to the Parent Company |
- |
|
- |
|
- |
|
|
- |
|
3,052,046 |
|
|
- |
|
- |
|
- |
|
- |
- |
- |
|
3,052,046 |
|
8,882 |
|
3,060,928 |
|
|
Other comprehensive income |
|
- |
|
- |
|
- |
|
|
- |
|
- |
|
|
(335,592) |
|
- |
|
- |
|
(12,205) |
(249,406) |
(85,865) |
|
(683,068) |
|
- |
|
(683,068) |
|
|
Financial assets measured at fair value through other comprehensive income |
- |
|
- |
|
- |
|
|
- |
|
- |
|
|
(335,592) |
|
- |
|
- |
|
- |
- |
- |
|
(335,592) |
|
- |
|
(335,592) |
|
|
Adjustments IFRS 17 |
|
- |
|
- |
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
(12,205) |
- |
- |
|
(12,205) |
|
- |
|
(12,205) |
|
|
Gain and loss - Cash flow and investment hedge |
- |
|
- |
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
- |
(85,865) |
|
(85,865) |
|
- |
|
(85,865) |
|
|
Other equity valuation adjustments – goodwill in acquisitions of subsidiaries |
- |
|
- |
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
(257,008) |
- |
|
(257,008) |
|
- |
|
(257,008) |
|
|
Other equity valuation adjustments – others |
- |
|
- |
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
7,602 |
- |
|
7,602 |
|
- |
|
7,602 |
|
|
Dividends and interest on capital |
11.b |
- |
|
- |
|
- |
|
|
- |
|
(1,500,000) |
|
|
- |
|
- |
|
- |
|
- |
- |
- |
|
(1,500,000) |
|
- |
|
(1,500,000) |
|
|
Share-based compensation |
11.d |
- |
|
(152,466) |
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
- |
- |
|
(152,466) |
|
- |
|
(152,466) |
|
|
Treasury shares |
11.d |
- |
|
- |
|
- |
|
|
253,508 |
|
- |
|
|
- |
|
- |
|
- |
|
- |
- |
- |
|
253,508 |
|
- |
|
253,508 |
|
|
Prescribed dividends |
|
- |
|
- |
|
6,164 |
|
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
- |
- |
|
6,164 |
|
- |
|
6,164 |
|
|
Unrealized profit |
|
- |
|
- |
|
136,013 |
|
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
- |
- |
|
136,013 |
|
- |
|
136,013 |
|
|
Other |
|
- |
|
- |
|
(5,716) |
|
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
- |
- |
|
(5,716) |
|
(140,542) |
|
(146,258) |
|
|
Destinations: |
|
- |
|
- |
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
Dividend equalization reserve |
- |
|
- |
|
1,552,046 |
|
|
- |
|
(1,552,046) |
|
|
- |
|
- |
|
- |
|
- |
- |
- |
|
- |
|
- |
|
- |
|
|
Balances as of March 31, 2024 |
55,000,000 |
|
455,211 |
|
65,608,832 |
|
|
(853,275) |
|
- |
|
|
(553,163) |
|
(3,515,753) |
|
859,370 |
|
(40,136) |
(249,406) |
(1,152,195) |
|
115,559,485 |
|
271,690 |
|
115,831,175 |
|
Changes in the Period |
|
- |
|
(152,466) |
|
1,688,507 |
|
|
253,508 |
|
- |
|
|
(335,592) |
|
- |
|
- |
|
(12,205) |
(249,406) |
(85,865) |
|
1,106,481 |
|
(131,660) |
|
974,821 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
explanatory notes are an integral part of the condensed consolidated financial statements.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 9 |
*Values expressed in thousands, except when indicated
Consolidated
Condensed Statement of Cash Flows
|
Note |
|
01/01 to 03/31/2024 |
|
01/01 to 03/31/2023 |
1. Cash Flows From Operating Activities |
|
|
|
|
|
Net income for the period |
|
|
3,060,928 |
|
3,047,471 |
Adjustments to profit |
|
|
31,997,186 |
|
44,271,845 |
Depreciation of tangible assets |
6.a |
|
423,193 |
|
473,697 |
Amortization of intangible assets |
8 |
|
258,594 |
|
214,680 |
Impairment losses on other assets (net) |
|
|
47,724 |
|
31,407 |
Provisions and Impairment losses on financial assets (net) |
|
|
7,914,511 |
|
9,088,311 |
Net Gains (losses) on disposal of tangible assets, investments and non-current assets held for sale |
|
135,648 |
|
(71,887) |
Income from companies accounted by the equity method |
5.a |
|
(63,599) |
|
(57,727) |
Deferred tax assets and liabilities |
|
|
(929,388) |
|
(2,298,365) |
Monetary Adjustment of Escrow Deposits |
|
|
(165,175) |
|
(165,764) |
Recoverable Taxes |
|
|
(102,882) |
|
(136,194) |
Effects of Changes in Foreign Exchange Rates on Cash and Cash Equivalents |
|
|
1,472 |
|
469 |
Effects of Changes in Foreign Exchange Rates on Assets and Liabilities |
|
|
24,645,037 |
|
36,464,563 |
Other |
|
|
(167,949) |
|
728,655 |
Net (increase) decrease in operating assets |
|
|
(67,687,986) |
|
(60,556,469) |
Financial Assets Measured At Fair Value Through Profit Or Loss |
|
|
(30,676,331) |
|
(40,762,946) |
Financial Assets Measured at Fair Value through Other Comprehensive Income |
|
|
45,283 |
|
5,243,920 |
Financial Assets Measured At Amortized Cost |
|
|
(36,062,138) |
|
(28,590,871) |
Other assets |
|
|
(994,800) |
|
3,553,428 |
Net increase (decrease) in operating liabilities |
|
|
13,275,281 |
|
16,539,298 |
Financial Liabilities Measured At Fair Value Through Profit Or Loss Held For Trading |
|
|
16,387,884 |
|
6,799,325 |
Financial liabilities at amortized cost |
|
|
(1,898,973) |
|
10,445,973 |
Other liabilities |
|
|
(1,213,630) |
|
(706,000) |
Tax paid |
12 |
|
(2,149,036) |
|
(2,037,522) |
Total net cash flows from operating activities (1) |
|
|
(21,503,627) |
|
1,264,623 |
2. Cash Flows From Investing Activities |
|
|
|
|
|
Investments |
|
|
(579,007) |
|
(1,006,155) |
Subsidiary acquisition, less net cash on acquisition |
|
|
- |
|
(407) |
Tangible assets |
|
|
(119,225) |
|
(529,341) |
Intangible assets |
|
|
(333,319) |
|
(366,980) |
Non-collective assets for sale |
|
|
(126,463) |
|
(109,427) |
Disposal |
|
|
275,555 |
|
333,428 |
Tangible assets |
|
|
79,607 |
|
190,125 |
Intangible assets |
|
|
29,695 |
|
99,894 |
Non-Current Assets Held For Sale |
|
|
166,253 |
|
43,409 |
Dividends and interest on capital received |
|
|
336,117 |
|
86,132 |
Total net cash flows from investing activities (2) |
|
|
32,665 |
|
(586,595) |
3. Cash Flows From Financing Activities |
|
|
|
|
|
Acquisition of own shares |
11.d |
|
253,508 |
|
142,615 |
Issuance of other long-term liabilities |
|
|
2,510,268 |
|
24,962,465 |
Dividends and interest on capital paid |
|
|
(1,575,482) |
|
(1,480,866) |
Payments of other long-term liabilities |
|
|
(1,962,101) |
|
(16,412,644) |
Net increase in non-controlling interests |
|
|
(135,679) |
|
- |
|
|
|
|
|
|
Total net cash flows from financing activities (3) |
|
|
(909,486) |
|
7,211,570 |
Exchange variation on Cash and Cash Equivalents (4) |
|
|
(1,472) |
|
(469) |
Net Increase in Cash and cash equivalents (1+2+3) |
|
|
(22,381,920) |
|
7,889,129 |
Cash and cash equivalents at the beginning of the period |
|
|
89,417,760 |
|
49,565,334 |
Cash and cash equivalents at the end of the period |
|
|
67,035,840 |
|
57,454,463 |
The explanatory notes are an integral part of the condensed
consolidated financial statements.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 10 |
*Values expressed in thousands, except when indicated
| 1. | Operating context, presentation of condensed consolidated financial statements and other information |
Banco Santander (Brasil) S.A. (Banco Santander
or Bank), controlled directly and indirectly by Banco Santander, S.A., with headquarters in Spain (Banco Santander Spain), is the leading
institution of the Financial and Prudential Conglomerates before the Central Bank of Brazil (Bacen), constituted as a joint-stock company,
with headquarters at Avenida Presidente Juscelino Kubitschek, 2041 e 2235 - Bloco A - Vila Olímpia - São Paulo - SP. Banco
Santander operates as a multiple bank and carries out its operations through commercial, investment, credit, financing and investment,
real estate credit, leasing and foreign exchange portfolios. Through controlled companies, it also operates in the payment institution,
consortium management, securities brokerage, insurance brokerage, consumer financing, digital platforms, benefits management, management
and recovery of non-performing credit, capitalization and private pension markets, and provision and administration of food, meal and
other vouchers. Operations are conducted in the context of a group of institutions that operate integrated in the financial market. The
benefits and costs corresponding to the services provided are absorbed between them and are realized in the normal course of business
and under commutative conditions.
The Board of Directors authorized the issuance
of the condensed consolidated interim Financial Statements for the period ended March 31, 2024, at the meeting held on April 29, 2024.
The aforementioned Financial Statements were
subject to a recommendation for approval issued by Banco Santander's Audit Committee and an unqualified report from the Independent Auditors.
| b) | Presentation of condensed consolidated interim Financial
Statements (prepared in accordance with IAS 34) |
The Consolidated Financial Statements were 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 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 disclosed, and corresponds to the information used by Banco Santander in its administration.
c.1) Adoption
of new standards and interpretations
· Amendments
to IAS 1 – Presentation of Financial Statements: The amendments aim to specify the requirements for classifying liabilities
as current or non-current. The amendments clarify what is meant by the right to postpone settlement; whereas the right to postpone must
exist at the end of the financial reporting period; that the rating is not affected by the likelihood that the entity will exercise its
right to postpone; and that only a derivative embedded in a convertible liability is itself an equity instrument, the terms of a liability
will not affect its classification. The changes to IAS 1 are effective from January 1, 2024 and Santander does not expect material impacts
on the financial statements.
· Amendment
to IAS 1 and IFRS Practice Statement 2 – Disclosure of accounting policies: Change of the term “significant accounting
policies” to “material accounting policies”. The change also defines what is “material accounting policy information”,
explains how to identify it and clarifies that immaterial accounting policy information does not need to be disclosed, but if are, which
should not obscure relevant accounting information. The "IFRS Practice Statement 2 Making Materiality Judgments", also amended,
provides guidance on how to apply the concept of materiality to accounting policy disclosures.
· Amendment
to IAS 7 – Statement of Cash Flows and IFRS 7 – Financial Instruments: Disclosure: Requires entities to provide additional
disclosures about their supplier financing agreements. The IASB issued these new requirements to provide users of financial statements
with information that allows them to evaluate how supplier financing arrangements affect an entity's obligations and cash flows, and understand
the effect of supplier financing arrangements on an entity's exposure. entity to liquidity risk and how the entity could be affected if
the arrangements were no longer available to it. The changes to IAS 7 and IFRS 7 are effective from January 1, 2024 and Santander verified
that there are no impacts on the financial statements.
· 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 to use that he keeps. The changes to IFRS 16 are effective from January 1, 2024 and Santander does not expect material impacts
on the financial statements.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 11 |
*Values expressed in thousands, except when indicated
c.2) New standards
and interpretations in force in future years
· Amendment
to IAS 21 – Effects of Changes in Exchange Rates and Conversion of Financial Statements: If a currency is not convertible, it
may be difficult to determine an appropriate exchange rate. Although uncommon, a lack of convertibility may arise when a government imposes
exchange controls that prohibit the exchange of a currency or that limit the volume of foreign currency transactions. The amendment to
IAS 21 clarifies how entities should assess whether a currency is easily convertible and how they should determine a spot exchange rate
for a currency that is difficult to exchange, as well as requiring the disclosure of information that allows users of the Financial Statements
understand the impacts of a currency without convertibility. These changes are effective from January 1, 2025. Santander is evaluating
the impacts of this change.
c.3) Estimates
used
Consolidated results and the calculation
of consolidated equity are impacted by accounting policies, assumptions, estimates and measurement methods used by the Bank's administrators
in preparing 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, are management's best estimate in accordance with
the applicable standard.
In the consolidated financial statements,
estimates are made by the Management of the Bank and the consolidated entities in order to quantify certain assets, liabilities, income
and expenses and explanatory note disclosures.
c.3.1) Critical
estimates
The critical estimates and assumptions
that have the most significant impact on the accounting balances of certain assets, liabilities, revenues and expenses and on the disclosures
in explanatory notes are described below:
i. Assessment of the fair value of
certain financial instruments
Financial instruments are initially recognized
at fair value and those that are not measured at fair value in profit or loss are adjusted for transaction costs.
Financial assets and liabilities are subsequently
measured, at the end of each period, using valuation techniques. This calculation is based on assumptions, which take into account Management's
judgment based on information and market conditions existing at the balance sheet date.
Banco Santander classifies fair value
measurements using the fair value hierarchy that reflects the model used in the measurement process, segregating financial instruments
into Levels I, II or III.
Note 18.b of the Consolidated Interim
Financial Statements as of March 31, 2024, presents the accounting practice and sensitivity analysis for the 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. 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 related to a recovery event.
To individually measure the loss due to
impairment of loans assessed for impairment, the Bank considers the conditions of the counterparty, such as its economic and financial
situation, level of indebtedness, income generating capacity, cash flow, administration, corporate governance and quality of internal
controls, payment history, experience in the sector, contingencies and credit limits, as well as characteristics of assets, such as their
nature and purpose, type, sufficiency and guarantees of liquidity level and total credit value , and also based on historical experience
of impairment and other circumstances known at the time of the assessment.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 12 |
*Values expressed in thousands, except when indicated
To measure the loss due to impairment
of loans assessed collectively for impairment, the Bank separates financial assets into groups taking into account the characteristics
and similarities of credit risk, that is, according to the segment, type of assets, guarantees and other factors associated with historical
experience of impairment and other circumstances known at the time of the assessment.
iii. Provisions for pension funds
Defined benefit plans are recorded based
on an actuarial study, carried out annually by a specialized company, at the end of each year, effective for the subsequent period and
are recognized in the consolidated income statement in the lines Interest and similar expenses and Provisions (liquids).
The present value of a defined benefit
obligation is the present value, without deducting any plan assets, of the expected future payments necessary to settle the obligation
resulting from the employee's service in the current and past periods.
iv. Provisions, contingent assets and
liabilities
Provisions for judicial and administrative
proceedings are set up when the risk of loss of the judicial or administrative action is assessed as probable and the amounts involved
can be measured with sufficient certainty, based on the nature, complexity and history of the actions and the opinion of legal advisors.
internal and external.
v. Goodwill
The recorded goodwill is subject to the
recoverability test, at least once a year or in a shorter period, in the case of any indication of a reduction in the recoverable value
of the asset.
The basis used for the recoverability
test is the value in use and, for this purpose, the cash flow is estimated for a minimum period of 5 years. The cash flow was prepared
considering several factors, such as: (i) macroeconomic projections of interest rates, inflation, exchange rates and others; (ii) behavior
and growth estimates of the national financial system; (iii) increase in costs, returns, synergies and investment plan; (iv) client behavior;
and (v) growth rate and adjustments applied to flows in perpetuity. The adoption of these estimates involves the probability of future
events occurring and changing any of these factors could have a different result. The cash flow estimate is based on an assessment prepared
by an independent specialized company, annually or whenever there is evidence of a reduction in its recovery value, which is reviewed
and approved by Management.
vi. Expectation of realization of Income
Tax (IR) and Social Contribution (CS) tax credits
Deferred tax assets and liabilities include
temporary differences, identified as the amounts expected to be recovered or paid on differences between the carrying values of assets
and liabilities and their respective calculation bases, and credits from tax losses and the negative basis of accumulated CSLL (Social
Contribution on Net Profit). These values 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 utilized.
Other deferred tax assets (accumulated
tax loss credits) are only recognized if it is considered probable that the consolidated entities will have sufficient future taxable
profits to be used.
The recognized deferred tax assets and
liabilities are reviewed at each balance sheet date, making appropriate adjustments based on the findings of the analyzes carried out.
The expected realization of the Bank's deferred tax assets is based on projections of future results and based on a technical study.
2.
Basis for consolidation
Below are highlighted the direct and indirect controlled entities
and investment funds included in Banco Santander's Condensed Consolidated Financial Statements. Similar information about companies accounted
for using the equity method by the Bank is provided in note 5.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 13 |
*Values expressed in thousands, except when indicated
|
|
|
Quantity of Shares or Quotas Owned (in Thousands) |
|
03/31/2024 |
Investments |
|
Activity |
Common Shares and Quotas |
Preferred Shares |
Direct Participation |
Consolidated Participation |
Controlled by Banco Santander |
|
|
|
|
|
|
Aymoré Crédito, Financiamento e Investimento S.A. (Aymoré CFI) |
|
Financial |
50,159 |
- |
100.00% |
100.00% |
Ben Benefícios e Serviços Instituição de Pagamentos S.A.(BEN Benefícios) |
|
Payment Method |
90,000 |
- |
100.00% |
100.00% |
Esfera Fidelidade S.A. |
|
Services provision |
10,001 |
- |
100.00% |
100.00% |
Gira - Gestão Integrada de Recebíveis do Agronegócio S.A. |
|
Tecnology |
381 |
- |
80.00% |
80.00% |
Em Dia Serviços Especializados em Cobrança Ltda. |
|
Collection and Recover of Credit Management |
257,306 |
- |
100.00% |
100.00% |
Return Capital Serviços de Recuperação de Créditos S.A. |
|
Collection and Recover of Credit Management |
33,693 |
- |
100.00% |
100.00% |
Rojo Entretenimento S.A. |
|
Services Provision |
7,417 |
- |
94.60% |
94.60% |
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) |
|
Buying Club |
872,186 |
- |
100.00% |
100.00% |
Santander Corretora de Câmbio e Valores Mobiliários S.A.(Santander CCVM) |
|
Broker |
14,067,640 |
14,067,640 |
99.99% |
99.99% |
Santander Corretora de Seguros, Investimentos e Serviços S.A. (Santander Corretora de Seguros) |
|
Broker |
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. |
|
Other Activities |
241,941 |
- |
100.00% |
100.00% |
SX Negócios Ltda. |
|
Other Activities |
75,050 |
- |
100.00% |
100.00% |
Toro Participações S.A. |
|
Other Activities |
192,000 |
- |
100.00% |
100.00% |
Controlled by Aymoré CFI |
|
|
|
|
|
|
Banco Hyundai Capital Brasil S.A. |
|
Bank |
150,000 |
- |
0.00% |
50.00% |
Solution 4Fleet Consultoria Empresarial S.A. (Solution 4Fleet) |
|
Technology |
328 |
- |
0.00% |
80.00% |
Controlled by Santander Leasing |
|
|
|
|
|
|
Banco Bandepe S.A. |
|
Bank |
3,589 |
- |
0.00% |
100.00% |
Santander Distribuidora de Títulos e Valores Mobiliários S.A. (Santander DTVM) |
|
Distributor |
461 |
- |
0.00% |
100.00% |
Controlled by Sancap |
|
|
|
|
|
|
Santander Capitalização S.A. (Santander Capitalização) |
|
Capitalization |
64,615 |
- |
0.00% |
100.00% |
Evidence Previdência S.A. |
|
Private Pension |
42,819,564 |
- |
0.00% |
100.00% |
Controlled by Santander Corretora de Seguros |
|
|
|
|
|
|
Fit Economia de Energia S.A. (1) |
|
Capitalization |
10,400 |
- |
0.00% |
65.00% |
Controlled by Santander Holding Imobiliária S.A. |
|
|
|
|
|
|
Summer Empreendimentos Ltda. |
|
Real Estate |
17,084 |
- |
0.00% |
100.00% |
Apê11 Tecnologia e Negócios Imobiliários S.A. (Apê11) |
|
Technology |
4,231 |
- |
0.00% |
100.00% |
Controlled by Santander Distribuidora de Títulos e Valores Mobiliários S.A. |
|
|
|
|
Toro Corretora de Títulos e Valores Mobiliários Ltda. (Toro CTVM) |
Broker |
21,559 |
- |
0.00% |
59.64% |
Toro Investimentos S.A. |
|
Broker |
44,101 |
- |
0.00% |
14.78% |
Controlled by Toro Corretora de Títulos de Valores Mobiliários Ltda. |
|
|
|
|
|
|
Toro Investimentos S.A. |
|
Investments |
254,362 |
- |
0.00% |
85.22% |
Jointly Controlled Companies by Sancap |
|
|
|
|
|
|
Santander Auto S.A. |
|
Technology |
22,452 |
- |
0.00% |
50.00% |
Controlled by Toro Investimentos S.A. |
|
|
|
|
|
|
Toro Asset Management S.A. |
|
Investments |
918,264 |
- |
0.00% |
100.00% |
Mobills Labs Soluções em Tecnologia Ltda. |
|
Technology |
1,122,000 |
- |
0.00% |
100.00% |
Controlled by Toro Asset Management S.A. |
|
|
|
|
|
|
Mobills Corretora De Seguros Ltda. |
|
Broker |
3,010 |
- |
0.00% |
100.00% |
(1) The acquisition of the entity occurred
on 06/03/2024. The consolidation of its balance sheet will be reflected from April onwards, with a delay.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 14 |
*Values expressed in thousands, except when indicated
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); |
| · | 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; |
| · | Santander Flex Fundo de Investimento
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); e |
| · | Fundo de Investimento em Direitos
Creditórios Precato IV (3). |
(1) Banco
Santander appeared as a creditor in certain overdue credit operations that had real estate as collateral. The operation to recover these
credits consists of the contribution of properties as collateral for the capital of the Real Estate Investment Fund and the consequent
transfer of the Fund's shares to Banco Santander, through payment in payment of the aforementioned credit operations.
(2) Banco
Santander, through its subsidiaries, holds the risks and benefits of Santander Paraty and the Santander FI Hedge Strategies Subfund, resident
in Ireland, and both are fully consolidated in its Consolidated Financial Statements. Santander Paraty does not have its own equity position,
with all records coming from the financial position of Santander FI Hedge Strategies.
(3) Fund
controlled by Return Capital Serviços de Recuperação de Crédito S.A.
Corporate movements were implemented
with the aim of reorganizing the operations and activities of the entities in accordance with the business plan of the Santander Conglomerate.
| a) | Acquisition of interest and investment in América
Gestão Serviços em Energia S.A. |
On March 12, 2024, Santander
Corretora de Seguros, Investimentos e Serviços (“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. The completion of the
Transaction will be subject to compliance with certain suspensive conditions usual in similar transactions, including obtaining the relevant
regulatory authorizations.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 15 |
*Values expressed in thousands, except when indicated
| b) | Acquisition of interest and Investment in Fit Economia
de Energia S.A. |
On March 6, 2024, Santander Corretora de Seguros,
Investimentos e Serviços S.A. completed, in view of compliance with the applicable precedent conditions, the operation for acquisition
and investment in Fit Economia de Energia S.A. (“Company”), so that it now holds 65% of the Company’s share capital
(“Operation”). Additional information about the amounts acquired and consideration assumed is under evaluation and will be
disclosed as applicable in future disclosures, according to the completion of the accounting of the acquisition method which must occur
within 1 year of the date of acquisition.
| c) | Acquisition of the entire shareholding in Toro Participações
S.A. e incorporation by Toro Corretora de Títulos e Valores Mobiliários S.A. |
On June 7, 2023, Banco Santander (Brasil)
S.A. entered into a share purchase and sale agreement to acquire a shareholding equivalent to 100% of the total and voting share capital
of Toro Participações S.A.
On January 3, 2024, after compliance with
the precedent conditions, Banco Santander completed the operation to acquire all the shares of Toro Participações, so that
it indirectly held 100% ownership of Toro's share capital of both Toro Corretora de Títulos e Valores Mobiliários S.A. and
Toro Investimentos S.A. On February 29, 2024, the merger of Toro Participações S.A. was approved by Toro Corretora de Títulos
e Valores Mobiliários S.A. The effectiveness of the merger is subject to approval by the Central Bank of Brazil.
The operation is an opportunity
for Santander to act in a more active and diversified way in the securities brokerage market and in the development of the investment
platform, expanding the offer of products and services in shares, fixed income, public securities, bank securities, private credit, FIIs
(real estate investment funds), ETFs (Exchange Traded Fund), BDRs (Brazilian Depositary Receipts), as well as operations in the financial
education and investment analysis segments.
The acquisition premium
is justified by the values of the assets acquired and the expected future profitability due to the synergy generated with the activity
of Toro Participações S.A.
The acquisition occurred
through the acquisition, by Santander, of 14,588,271 common, registered shares with no par value issued by the Company with payment under
the following conditions:
a. on
the Closing date, in the amount of R$ 291,529 (R$145,764 million paid on the Closing Date through TED and R$145,764 million paid in share
deposit certificates, delivered in cash, on the Closing Date);
b. R$92,536
to be paid by 01/31/2026, updated by CDI and after confirming the achievement of certain performance indicators stipulated in the Purchase
and Sale Agreement, which will be measured on 12/31/2025.
For Toro's economic-financial
assessment, the discounted cash flow criterion was used.
The net consideration for the
100% acquisition was R$384,065. The identifiable net asset acquired at fair value on the acquisition date was R$199,595, which generated
goodwill, measured in the amount of R$184,470, as shown in the table below:
Transaction date: 03/01/2024 |
Allocated price |
384,065 |
Net Equity (a) |
127,057 |
Surplus - Intangible assets (fair value) (b) |
72,538 |
Brand (c) |
37,700 |
Software (d) |
19,057 |
Clients portfolio (e) |
12,044 |
Non-competition (f) |
3,737 |
Assets identified |
199,595 |
Goodwill |
184,470 |
|
|
|
|
Total Net Equity acquired |
127,057 |
Added value of assets (g) |
72,538 |
Goodwill generated in the transaction (g) |
184,470 |
Total net consideration |
384,065 |
|
|
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 16 |
*Values expressed in thousands, except when indicated
(a)
Amount consisting of R$134,249 of intangibles, R$8,961
of other assets, R$16,153 of miscellaneous obligations.
(b)
The Company identified the allocation of tangible and
intangible assets in the acquisition (business combination) measured at fair value according to the preparation of a report issued by
an independent company.
(c)
Toro's brand is relevant in the market and recognized
by Customers and, therefore, was identified as an intangible asset. For its evaluation, the profitability approach (“Income approach”)
was used using the avoided royalties method (“Relief from royalties”).
(d)
Toro has a relevant technological platform within its
operational context. From the Management perspective, there is a relevant value of this intangible. To evaluate the software, the Income
approach was used, more specifically the excess profitability method in multiple periods.
(e)
Toro has a client portfolio built since its founding
in 2010, which involves a variety of investment-related products. Therefore, customer relationships generate an economic benefit, and
thus, it was identified as an intangible asset. For its evaluation, the profitability approach (“Income approach”) was used,
more specifically the excess profitability method in multiple periods.
(f)
The signatories to the Toro Shareholders Agreement have
signed a Non-Competition Agreement within the SPA. Therefore, it is understood that the Non-Competition Agreement still has value for
any market participants in the Company's segment. The agreement has a stipulated term of 5 years, after the closing date. For its evaluation,
the Income approach was used using the Incremental Cash Flow method.
(g)
Amounts were allocated to net equity, and total R$ 257,008.
No goodwill deduction is expected
for tax purposes related to recognized transactions.
| d) | Acquisition of the remaining Shareholding in Apê11
Tecnologia e Negócios Imobiliários Ltda. |
On December 22, 2023, Santander Holding Imobiliária
S.A. (“SHI”) – a wholly owned subsidiary of the Company – signed, together with the partners of Apê11 Tecnologia
e Negócios Imobiliários Ltda. (“Apê11”), a Share Purchase and Sale Agreement to acquire the remaining
10% of Apê11’s share capital held by minority shareholders (“Operation”). As a result of the Operation, SHI now
holds 100% of the Apê11’ Share Capital.
| e) | Full incorporation of Mob Soluções em
Tecnologia Ltda. by Return Capital S.A. and Mobills Labs Soluções em Tecnologia Ltda. |
On October 31, 2023, Mob Soluções
em Tecnologia Ltda. (“Mob”) was fully incorporated and its assets were absorbed by its direct controlling company, Mobills
Labs Soluções em Tecnologia Ltda. (“Mobills”), in accordance with the conditions established in the Protocol
and Justification of the operation. The implementation of the total incorporation of Mob did not imply an increase in Mobills' share capital,
since all of Mob's emission quotas were held by Mobills and therefore already reflected in the equity investment account.
| f) | Sale of the entire interest 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”) completed the sale operation of equity interests held (a) by Aymoré, representing
fifty percent (50%) 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”), for Stellantis Services Ltd. (“Operation”).
With the conclusion of the Transaction,
Aymoré no longer holds a shareholding in Banco PSA and Santander Corretora de Seguros no longer holds a shareholding in Stellantis
Corretora.
| g) | Joint-venture between Banco Santander (Brasil) S.A.
and Sodexo Pass International and Sodexo Pass do Brasil Serviços de Inovação Ltda. |
On June 24, 2023, Banco Santander signed,
together with Sodexo Pass International and Sodexo Pass do Brasil Serviços de Inovação Ltda., a joint-venture agreement,
so that, once the operation is completed, it will hold 20% of the share capital of Sodexo Pass do Brasil Serviços e Comércio
S.A. (“Operation”). The completion of the Transaction will be subject to compliance with certain suspensive conditions usual
in similar transactions, including obtaining the relevant regulatory authorization.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 17 |
*Values expressed in thousands, except when indicated
| h) | Sale of part of Santander Corretora's shareholding 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”) (“Operation”).
With the conclusion of the Operation, Santander Corretora now holds 30% and Carsales holds 70% of the share capital of Webmotors.
| i) | Sale of part of Santander Corretora's shareholding 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”) (“Operation”).
With the conclusion of the Operation,
Santander Corretora now holds 30% and Carsales holds 70% of the share capital of Webmotors.
j)
Investment by Santander Corretora de Seguros, Investimentos
e Serviços S.A. in Biomas – Serviços Ambientais, Restauração e Carbono S.A.
On November 9, 2022, Santander Corretora
de Seguros, Investimentos e Serviços S.A. (“Santander Corretora”) entered into an investment agreement to become a
shareholder (“Operation”) of Biomas – Serviços Ambientais, Restauração e Carbono S.A. (“Biomas”).
Biomas is a company created with the purpose of providing services aimed at the development and execution of activities aimed at the restoration
and conservation of biodiversity and natural ecosystems, therefore aligning with the ESG (Environmental, Social and Governance) purposes
of the Santander Group.
On March 21, 2023, with the conclusion
of the Operation, Santander Corretora now holds 16.66% of the shareholding in Biomas.
3.
Financial assets
| a) | Classification by nature and category |
The classification by nature and category
for the purposes of evaluating the Bank's assets, except balances related to “Cash and cash equivalents” and “Derivatives
used as Hedge”, on March 31, 2024 and December 31, 2023 is shown below:
|
|
|
|
|
|
|
|
03/31/2024 |
|
|
Financial Assets Measured At Fair Value Through Profit Or Loss |
|
Financial Assets Measured At Fair Value Through Other Comprehensive Income |
|
Financial Assets Measured At Amortized Cost |
|
Total |
Balances with the Brazilian Central Bank |
|
85,864,475 |
|
- |
|
84,105,863 |
|
169,970,338 |
Loans and amounts due from credit institutions |
- |
|
- |
|
25,442,680 |
|
25,442,680 |
Of which: |
|
|
|
|
|
|
|
|
Loans and amounts due from credit institutions |
- |
|
- |
|
25,451,272 |
|
25,451,272 |
Impairment losses (note 3-b.2) |
|
- |
|
- |
|
(8,592) |
|
(8,592) |
Loans and advances to customers |
|
3,791,827 |
|
- |
|
527,318,709 |
|
531,110,536 |
Of which: |
|
|
|
|
|
|
|
|
Loans and advances to customers, (1) |
|
3,791,827 |
|
- |
|
560,588,624 |
|
564,380,451 |
Impairment losses (note 3-b.2) |
|
- |
|
- |
|
(33,269,915) |
|
(33,269,915) |
Debt instruments |
|
96,541,935 |
|
58,130,816 |
|
95,870,626 |
|
250,543,377 |
Of which: |
|
|
|
|
|
|
|
|
Debt instruments |
|
96,541,935 |
|
58,130,816 |
|
97,779,489 |
|
252,452,240 |
Impairment losses (note 3-b.2) |
|
- |
|
- |
|
(1,908,863) |
|
(1,908,863) |
Equity instruments |
|
4,026,933 |
|
17,017 |
|
- |
|
4,043,950 |
Trading derivatives |
|
29,235,955 |
|
- |
|
- |
|
29,235,955 |
Total |
|
219,461,125 |
|
58,147,833 |
|
732,737,878 |
|
1,010,346,836 |
|
|
|
|
|
|
|
|
|
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 18 |
*Values expressed in thousands, except when indicated
|
|
|
|
|
|
|
|
12/31/2023 |
|
|
Financial Assets Measured At Fair Value Through Profit Or Loss |
|
Financial Assets Measured At Fair Value Through Other Comprehensive Income |
|
Financial Assets Measured At Amortized Cost |
|
Total |
Balances With The Brazilian Central Bank |
|
88,898,186 |
|
- |
|
81,969,532 |
|
170,867,718 |
Loans and amounts due from credit institutions |
- |
|
- |
|
25,716,845 |
|
25,716,845 |
Of which: |
|
|
|
|
|
|
|
|
Loans and amounts due from credit institutions |
- |
|
- |
|
25,716,845 |
|
25,716,845 |
Impairment losses |
|
- |
|
- |
|
(7,764) |
|
(7,764) |
Loans and advances to customers |
|
3,040,712 |
|
- |
|
514,936,423 |
|
517,977,135 |
Of which: |
|
|
|
|
|
|
|
|
Loans and advances to customers,(1) |
|
3,040,712 |
|
- |
|
548,495,491 |
|
551,536,203 |
Impairment losses |
|
- |
|
- |
|
(33,559,068) |
|
(33,559,068) |
Debt instruments |
|
84,291,192 |
|
59,036,137 |
|
101,087,321 |
|
244,414,650 |
Of which: |
|
|
|
|
|
|
|
|
Debt instruments |
|
84,291,192 |
|
59,036,137 |
|
102,673,487 |
|
246,000,816 |
Impairment losses |
|
- |
|
- |
|
(1,586,166) |
|
(1,586,166) |
Equity instruments |
|
3,422,154 |
|
15,953 |
|
- |
|
3,438,107 |
Trading derivatives |
|
29,269,652 |
|
- |
|
- |
|
29,269,652 |
Total |
|
208,921,896 |
|
59,052,090 |
|
723,710,121 |
|
991,684,107 |
| (1) | On March 31, 2024, the balance
recorded in “Loans and advances to customers” referring to operations in the assigned credit portfolio is R$25,071 (12/31/2023
– R$26,696) and R$23,834 (12/31/2023 - R$25,497) of “Other financial liabilities - Financial Liabilities Associated with the
Transfer of Assets”. |
b) Valuation adjustments
arising from loss of recoverable value of financial assets
b.1)
Financial assets measured at fair value through Other Comprehensive Income
As indicated in explanatory
note 2 to the Bank's consolidated Interim Financial Statements for the quarter ended March 31, 2024, variations in the carrying value
of financial assets and liabilities are recognized in the consolidated income statement and except in the case of financial assets measured
at fair value through other comprehensive income, where changes in fair value are temporarily recognized in consolidated Net Equity, in
“Other comprehensive income”.
Debits or credits in "Other
Comprehensive Income" arising from changes in fair value remain in the Bank's consolidated Net Equity until the respective assets
are written off, when they are then recognized in the consolidated income statement. As part of the fair value measurement process, when
there is evidence of losses in the recoverable value of these instruments, the amounts are no longer recognized in Net Equity under the
heading "Financial Assets Measured at Fair Value through Other Comprehensive Income” and are reclassified to the Consolidated
Income Statement at the cumulative value on that date.
On March 31, 2024, the
Bank analyzed the variations in the fair value of the various assets that make up this portfolio and concluded that, on that date, there
were no significant differences whose origin could be considered as resulting from impairment losses. Consequently, all changes in the
fair value of these assets are presented in “Other Comprehensive Income”. Changes in the balance of other comprehensive income
in the interim period are recognized in the consolidated statement of Other Comprehensive Income.
In the second quarter
of 2022, in accordance with best corporate governance practices, Management approved the change of the securities business model from
held for the purpose of collecting contractual cash flows and selling to held for the purpose of collect contractual cash flows, in the
amount of R$11 billion with no impact on results, with the Net Equity balance being fully reversed.
This decision is based
on a response to the changes caused by the approval of Law 14,031/20 and, with the aim of adapting the new interest rate risk management
conditions, the pre-fixed public bonds LTNs that were used to cover the interest rate differential Interest rates were reclassified on
April 1, 2022. This change in legislation results in a change in the Management Model used by the Administration to manage these securities,
and it is estimated that LTNs maturing in 2024 no longer fit into “Held to Collect and Sell”, and with the extinction of
the fiscal asymmetry of investments abroad, such securities will be used exclusively for the purpose of collecting cash flows.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 19 |
*Values expressed in thousands, except when indicated
Therefore, with the reclassification
carried out on April 1, 2022, Federal Public Securities - LTNs maturing in 2024 will no longer be recorded at fair value in Other Comprehensive
Income, and will only have the effect of Payment of Principal and Interest. This event results in the full reversal of the mark-to-market
amount recorded in Other Comprehensive Income on the date of reclassification in a gross total of R$ 1,025 million, reducing, on the other
hand, the value of the asset recorded.
b.2)
Financial Assets Measured at Amortized Cost - Loans, other amounts with credit institutions, advances to customers and debt instrument
Changes in provisions
for recoverable value losses of assets included in “Financial Assets Measured at Amortized Cost - Loans, Other Amounts with Credit
Institutions, Advances to Customers and Debt Instrument” (1) in the periods ended March 31, 2024 and 2023 were the following:
|
|
01/01 to
03/31/2024 |
|
01/01 to
03/31/2023 |
Balance at beginning of the period |
. |
35,152,071 |
. |
35,211,623 |
Provision for losses on financial assets |
. |
6,356,327 |
. |
7,567,781 |
Write-off of impaired balances against recorded impairment allowance |
. |
(6,329,780) |
. |
(8,865,803) |
Exchange Variation |
|
8,752 |
|
12,487 |
Balance at end of the period (Note 3.a) |
. |
35,187,370 |
. |
33,926,088 |
Provision for contingent liabilities (note 10.a) |
. |
396,250 |
. |
446,034 |
Total balance of allowance for impairment losses, including provisions for contingent liabilities |
. |
35,583,620 |
. |
34,372,131 |
Loans written-off recovery |
. |
143,594 |
. |
180,787 |
Discount granted |
. |
(586,636) |
. |
(659,972) |
Considering the amounts recognized in
“Constitution (Reversal) for losses on financial assets”, “Recoveries of loans written off as losses” and “Discount
Granted” total R$6,799,369 and R$8,046,966 in the periods ended March 31, 2024 and 2023, respectively.
c) Non-recoverable
assets
A financial asset is considered
non-recoverable when there is objective proof of the occurrence of events that: (i) cause an adverse impact on the estimated future cash
flows on the date of the transaction, in the case of debt instruments (loans and debt securities); (ii) mean that their book value cannot
be fully recovered, in the case of equity instruments; (iii) arising from the violation of loan clauses or terms, and (iv) during bankruptcy
proceedings.
Details of changes in
the balance of financial assets classified as “Loans, advances to customers and Debt Instruments” considered as non-recoverable
due to credit risk in the periods ended March 31, 2024 and 2023 are as follows:
|
|
01/01 to
03/31/2024 |
|
01/01 to
03/31/2023 |
Balance at beginning of the period |
|
39,886,905 |
|
39,223,835 |
Net additions |
|
6,151,811 |
|
12,136,224 |
Write-off of impaired balances against recorded impairment allowance |
|
(6,714,966) |
|
(9,615,705) |
Balance at end of the period |
|
39,323,750 |
|
41,744,354 |
d) Provisions
for Losses of Financial Guarantee Contracts Provided
IFRS 9 requires that the provision for expected
credit losses be recorded for financial guarantee contracts provided, that have not yet been honored. It should be measured and accounted
for at the provision expense that reflects the credit risk in the event of honored guarantees and the endorsed customer does not comply
with its contractual obligations. Below is the movement of these
provisions for the periods ended March 31, 2024
and 2023.
|
|
01/01 to
03/31/2024 |
|
01/01 to
03/31/2023 |
Balances at the beginning of the period |
|
378,145 |
|
340,005 |
Constitution of provisions for contingent liabilities |
|
18,105 |
|
(51,004) |
Balances at the end of period |
|
396,250 |
|
289,001 |
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 20 |
*Values expressed in thousands, except when indicated
4.
Non-current assets held for sale
Non-current assets held for sale include
assets not in use.
5.
Interests in associates and joint ventures
Joint Control
Banco Santander and its subsidiaries consider
investments classified as joint control when they have a shareholders' agreement which defines that strategic, financial and operational
decisions require the unanimous consent of all investors.
Significant Influence
Affiliates are entities over which the
Bank is able to exercise significant influence (significant influence is the power to participate in the financial and operational policy
decisions of the investee) but does not control or have joint control.
|
|
|
|
Participation % |
|
Activity |
Country |
03/31/2024 |
03/31/2023 |
Jointly Controlled by Banco Santander |
|
|
|
|
|
Banco RCI Brasil S.A. |
Bank |
Brazil |
|
39.89% |
39.89% |
Estruturadora Brasileira de Projetos S.A. - EBP (1)(2) |
Other Activities |
Brazil |
|
11.11% |
11.11% |
Gestora de Inteligência de Crédito (1) |
Credit Bureau |
Brazil |
|
15.56% |
15.56% |
Santander Auto S.A. |
Other Activities |
Brazil |
|
50.00% |
50.00% |
Jointly Controlled by Santander Corretora de Seguros |
|
|
|
|
|
Tecnologia Bancária S.A. - TECBAN (1) |
Other Activities |
Brazil |
|
18.98% |
18.98% |
Hyundai Corretora de Seguros |
Insurance Broker |
Brazil |
|
50.00% |
50.00% |
CSD Central de Serviços de Registro e Depósito aos
Mercados Financeiro e de Capitais S.A |
Other Activities |
Brazil |
|
20.00% |
20.00% |
Biomas - Serviços Ambientais, Restauração e Carbono S.A. |
Other Activities |
Brazil |
|
16.67% |
0.00% |
Jointly Controlled by Webmotors S.A. |
|
|
|
|
|
Loop Gestão de Pátios S.A. (Loop) |
Other Activities |
Brazil |
|
51.00% |
51.00% |
Car10 Tecnologia e Informação S.A. (Car10) |
Other Activities |
Brazil |
|
66.67% |
66.67% |
Jointly Controlled by TecBan |
|
Brazil |
|
|
|
Tbnet Comércio, Locação e Administração Ltda. (Tbnet) |
Other Activities |
Brazil |
|
100.00% |
100.00% |
TecBan Serviços Integrados Ltda. |
Other Activities |
Brazil |
|
100.00% |
100.00% |
Jointly Controlled by Tbnet |
|
|
|
|
|
Tbforte Segurança e Transporte de Valores Ltda. (Tbforte) |
Other Activities |
Brazil |
|
100.00% |
100.00% |
Significant Influence of Banco Santander |
|
|
|
|
|
CIP S.A. |
Other Activities |
Brasil |
|
17.53% |
17.87% |
Significant Influence of Santander Corretora de Seguros |
|
|
|
|
|
Webmotors S.A. (3) |
Other Activities |
Brazil |
|
30.00% |
70.00% |
|
|
03/31/2024 |
|
12/31/2023 |
|
|
Assets |
Liabilities |
Profit (Loss) |
|
Assets |
Liabilities |
Profit (Loss) |
Jointly Controlled by Banco Santander |
|
12,817,301 |
12,763,454 |
53,847 |
|
13,123,616 |
13,018,222 |
105,394 |
Banco RCI Brasil S.A. |
|
11,227,646 |
11,180,874 |
46,772 |
|
11,547,631 |
11,442,688 |
104,943 |
Estruturadora Brasileira de Projetos S.A. - EBP |
|
3,682 |
3,723 |
(41) |
|
1,784 |
1,783 |
1 |
Gestora de Inteligência de Crédito |
|
1,238,595 |
1,244,265 |
(5,670) |
|
1,257,492 |
1,295,424 |
(37,932) |
Santander Auto S.A. |
|
347,378 |
334,592 |
12,786 |
|
316,709 |
278,327 |
38,382 |
Jointly Controlled by Santander Corretora de Seguros |
3,042,014 |
3,036,653 |
5,361 |
|
3,066,701 |
3,048,870 |
17,830 |
Tecnologia Bancária S.A. - TECBAN |
|
2,796,892 |
2,776,000 |
20,892 |
|
2,815,300 |
2,795,143 |
20,156 |
Hyundai Corretora de Seguros |
|
5,552 |
5,278 |
274 |
|
5,246 |
4,540 |
707 |
CSD Central de Serviços de Registro e Depósito aos
Mercados Financeiro e de Capitais S.A |
|
218,420 |
225,749 |
(7,329) |
|
219,149 |
213,693 |
5,455 |
Biomas - Serviços Ambientais, Restauração e Carbono S.A. |
|
21,150 |
29,626 |
(8,476) |
|
27,006 |
35,494 |
(8,488) |
Significant Influence of Banco Santander |
|
2,233,927 |
2,108,733 |
125,194 |
|
3,298,189 |
2,750,256 |
547,933 |
CIP S.A. |
|
2,233,927 |
2,108,733 |
125,194 |
|
3,298,189 |
2,750,256 |
547,933 |
Significant Influence of Banco Santander |
|
509,781 |
455,247 |
54,534 |
|
485,398 |
366,626 |
118,772 |
Webmotors S.A. |
|
509,781 |
455,247 |
54,534 |
|
485,398 |
366,626 |
118,772 |
Total |
|
18,603,023 |
18,364,087 |
238,936 |
|
19,973,904 |
19,183,974 |
789,929 |
| (1) | The Bank exercises joint control
over the entity with the other majority shareholders, through a shareholders' agreement where no business decision can be taken by a single
shareholder. |
| (2) | In accordance with the shareholders'
agreement, control is shared by Santander Corretora de Seguros and Carsales.com Investments PTY LTD. (Carsales). |
| (3) | Banco Santander Brasil S.A,
through its Subsidiary Santander Corretora de Seguros sold part of its shareholding in Webmotors S.A, to Carsales, thus disposing of 40%
of the company's share capital in the Consolidated, as detailed in the note two. |
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 21 |
*Values expressed in thousands, except when indicated
|
|
|
Investments |
|
|
Results |
|
|
|
03/31/2024 |
12/31/2023 |
|
|
01/01 to 03/31/2024 |
01/01 to 03/31/2023 |
Jointly Controlled by Banco Santander |
|
|
614,094 |
585,101 |
|
|
24,070 |
46,605 |
Banco RCI Brasil S.A. |
|
|
515,578 |
491,623 |
|
|
18,658 |
15,739 |
Estruturadora Brasileira de Projetos S.A. - EBP |
|
|
405 |
209 |
|
|
- |
5 |
Gestora de Inteligência de Crédito |
|
|
55,525 |
56,507 |
|
|
(981) |
(991) |
Santander Auto S.A. |
|
|
42,586 |
36,762 |
|
|
6,393 |
5,105 |
CIP S.A |
|
|
- |
- |
|
|
- |
26,747 |
Jointly Controlled by Santander Corretora de Seguros |
293,361 |
293,840 |
|
|
1,223 |
11,122 |
Webmotors S.A. |
|
|
- |
- |
|
|
- |
14,857 |
Tecnologia Bancária S.A. - TECBAN |
|
|
248,345 |
246,083 |
|
|
3,965 |
(3,271) |
Hyundai Corretora de Seguros |
|
|
1,744 |
1,607 |
|
|
137 |
39 |
PSA Corretora de Seguros e Serviços Ltda. |
|
|
- |
- |
|
|
- |
430 |
CSD Central de Serviços de Registro e Depósito aos
Mercados Financeiro e de Capitais S.A |
|
|
41,099 |
42,565 |
|
|
(1,466) |
(933) |
Biomas - Serviços Ambientais, Restauração e Carbono S.A. |
|
|
2,173 |
3,585 |
|
|
(1,413) |
- |
Significant Influence of Banco Santander |
|
|
329,756 |
503,922 |
|
|
21,946 |
- |
CIP S.A |
|
|
329,756 |
503,922 |
|
|
21,946 |
- |
Significant Influence of Santander Corretora de Seguros |
231,797 |
226,917 |
|
|
16,360 |
- |
Webmotors S.A. |
|
|
231,797 |
226,917 |
|
|
16,360 |
- |
Total |
|
|
1,469,008 |
1,609,780 |
|
|
63,599 |
57,727 |
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.
Below are the variations in the balance
of this item in the periods ended March 31, 2024 and 2023:
|
|
01/01 to 03/31/2024 |
|
01/01 to 03/31/2023 |
|
|
Joint Control |
|
Significant Influence |
|
Joint Control |
|
Significant Influence |
Balance at beginning of exercise |
|
878,944 |
|
730,836 |
|
1,727,570 |
|
- |
Adjustment to market value |
|
5,293 |
|
2,656 |
|
(14,271) |
|
- |
Add / Lower |
|
197 |
|
- |
|
353 |
|
- |
Equity in earnings of subsidiaries |
|
25,293 |
|
38,306 |
|
57,727 |
|
- |
Dividends proposed / received |
|
(2,269) |
|
(210,248) |
|
(3,194) |
|
- |
Jointly Controlled Capital Increase |
|
- |
|
- |
|
- |
|
54 |
Balance at end of exercise |
|
907,458 |
|
561,550 |
|
1,768,185 |
|
54 |
Total Investments |
|
|
|
1,469,008 |
|
|
|
1,768,239 |
| c) | Losses due to non-recovery |
No impairment losses were recognized on investments in associates
and joint ventures in March 31, 2024 and December 31, 2023.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 22 |
*Values expressed in thousands, except when indicated
Details of the principal jointly controlled
company:
| · | Banco RCI Brasil S.A.:
Company constituted as a joint stock company with headquarters in Paraná, its main objective is to carry out investment, leasing,
credit, financing and investment operations, aiming to sustain the growth of the Renault and Nissan automotive brands in the Brazilian
market, with operations aimed at, mainly, financing and leasing to the end consumer. It is a financial institution that is part of the
RCI Banque Group and the Santander Conglomerate, and its operations are conducted within the context of a group of institutions that operate
in an integrated manner in the financial market. In accordance with the Shareholders' Agreement, the main decisions that impact this company
are taken jointly between Banco Santander and other controlling shareholders. |
6.
Permanent assets
The Bank's tangible assets refer to
fixed assets for its own use. The Bank does not have tangible assets held as investment property or leased under operating leases. The
Bank is also not a party to any financial lease agreement during the periods ending March 31, 2024 and 2023.
Details, by asset category, of tangible assets in the consolidated
balance sheets are as follows:
|
|
Land and buildings |
|
Data Processing Systems |
|
Furniture and equipment of use and vehicles |
|
Property Lease |
|
Works in progress and others |
|
Total |
Balance as of December 31, 2023 |
|
1,821,362 |
|
1,792,101 |
|
2,735,815 |
|
748,426 |
|
(12,140) |
|
7,085,564 |
Addition |
|
37,417 |
|
14,178 |
|
45,140 |
|
22,490 |
|
- |
|
119,225 |
Write-off |
|
(30,688) |
|
(3,840) |
|
(7,381) |
|
(37,698) |
|
- |
|
(79,607) |
Depreciation of the period |
|
(92,867) |
|
(155,326) |
|
(68,711) |
|
(106,289) |
|
- |
|
(423,193) |
Transfers |
|
342 |
|
41,696 |
|
(42,481) |
|
- |
|
- |
|
(443) |
Balance as of March 31, 2024 |
|
1,735,566 |
|
1,688,809 |
|
2,662,382 |
|
626,929 |
|
(12,140) |
|
6,701,546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2022 |
|
1,720,703 |
|
1,596,896 |
|
2,908,708 |
|
1,976,596 |
|
(12,140) |
|
8,190,763 |
Addition |
|
47,247 |
|
301,677 |
|
162,624 |
|
17,793 |
|
- |
|
529,341 |
Write-off |
|
(30,971) |
|
(14,218) |
|
(29,283) |
|
(115,654) |
|
- |
|
(190,126) |
Depreciation of the period |
|
(95,602) |
|
(1,577) |
|
(234,848) |
|
(141,670) |
|
- |
|
(473,697) |
Transfers |
|
43,246 |
|
(122,202) |
|
99,017 |
|
- |
|
- |
|
20,061 |
Balance as of March 31, 2023 |
|
1,684,623 |
|
1,760,576 |
|
2,906,218 |
|
1,737,066 |
|
(12,140) |
|
8,076,343 |
Depreciation expenses were recorded under the
heading “Depreciation and amortization” in the income statement.
b)
Losses due to non-recovery
No impairment losses were recognized on investments in associates
and joint ventures in March 31, 2024 (12/31/2023 – R$4,984).
c)
Commitment to purchase tangible assets
As of March 31, 2024 and December
31, 2023, the Bank has no contractual commitments for the acquisition of tangible assets.
7.
Intangible assets - Goodwill
The goodwill constitutes
the excess between the acquisition cost and the Bank's share in the net fair value of the acquiree's assets, liabilities and contingent
liabilities. When the excess is negative (discount), it is recognized immediately in profit or loss. In accordance with IFRS 3 Business
Combinations, goodwill is carried at cost and is not amortized, but tested annually for impairment purposes or whenever there is evidence
of impairment of the cash-generating unit to which it he was allocated. Goodwill is recorded at its cost value less accumulated impairment
losses. Impairment losses recognized on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying
value of the goodwill related to the entity sold.
The recorded goodwill
is subject to the recoverability test (note 1.c.3.1.v) and was allocated according to the operating segment (note 15).
Based on the assumptions
described above, no loss of recoverable value of goodwill was identified on March 31, 2024. Throughout the first quarter of 2024, no indications
of loss of recoverable value of goodwill were identified.
|
|
03/31/2024 |
|
12/31/2023 |
Breakdown |
|
|
|
|
Banco ABN Amro Real S.A. (Banco Real) |
|
27,217,565 |
|
27,217,565 |
Em Dia Serviços Especializados em Cobranças Ltda. |
|
184,447 |
|
184,447 |
Toro Corretora de Títulos e Valores Mobiliários Ltda. |
|
160,770 |
|
160,770 |
Olé Consignado (current corporate name of Banco Bonsucesso Consignado) |
|
62,800 |
|
62,800 |
CSD Central de Serviços de Registro e Depósito aos Mercados Financeiro e de Capitais S.A. |
|
42,135 |
|
42,135 |
Return Capital Serviços de Recuperação de Créditos S.A. (current corporate name of Ipanema Empreendimentos e Participações S.A.) |
|
41,324 |
|
41,324 |
Monetus Investimentos S.A. |
|
39,919 |
|
39,919 |
Mobills Labs Soluções em Tecnologia Ltda. |
|
39,589 |
|
39,589 |
Solution 4Fleet Consultoria Empresarial S.A. |
|
32,590 |
|
32,590 |
Santander Brasil Tecnologia S.A. |
|
16,381 |
|
16,381 |
Apê11 Tecnologia e Negócios Imobiliários S.A. |
|
9,777 |
|
9,777 |
GIRA, Gestão Integrada de Recebíveis do Agronegócio S.A. |
|
5,271 |
|
5,271 |
Total |
|
27,852,568 |
|
27,852,568 |
|
|
|
|
|
|
|
|
|
Commercial Bank |
|
|
|
|
12/31/2023 |
Key assumptions: |
|
|
|
|
Basis for determining the recoverable amount |
|
|
|
|
Period of the projections of cash flows (1) |
|
|
|
5 years |
Perpetual growth rate |
|
|
|
5.4% |
Pre-tax discount rate |
|
|
|
20.3% |
Discount rate (2) |
|
|
|
13.0% |
(1) Cash flow projections are based on Management's
internal budget and growth plans, considering historical data, expectations and market conditions such as industry growth, interest rates
and inflation indices.
A quantitative goodwill
recoverability test is performed annually. At the end of each year, an analysis is carried out regarding the existence of signs of impairment.
In the period ended March 31, 2024 and fiscal year 2023 there was no evidence of impairment. In the goodwill recoverability test, discount
and growth rates in perpetuity are the most sensitive assumptions for calculating the present value (value in use) of discounted future
cash flows. With a variation of +0.25% or -0.25% in these rates, the value of future cash flows discounted to present value continues
to indicate the absence of impairment.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 23 |
*Values expressed in thousands, except when indicated
8.
Intangible assets - Other intangible assets
The movement of other intangible assets
in the periods ended March 31, 2024 and 2023 was as follows:
|
|
Movement of: |
|
|
12/31/2023 to 03/31/2024 |
|
12/31/2022 to 03/31/2023 |
|
|
IT developments |
|
Other assets |
|
Total |
|
IT developments |
|
Other assets |
|
Total |
Opening Balance |
|
4,203,147 |
|
319,798 |
|
4,522,945 |
|
3,457,640 |
|
255,767 |
|
3,713,407 |
Addition |
|
333,319 |
|
- |
|
333,319 |
|
308,026 |
|
46,252 |
|
354,278 |
Write-off |
|
(29,695) |
|
- |
|
(29,695) |
|
(99,893) |
|
(1) |
|
(99,894) |
Transfers |
|
- |
|
- |
|
- |
|
61,271 |
|
(67,831) |
|
(6,561) |
Amortization |
|
(245,206) |
|
(13,388) |
|
(258,594) |
|
(194,670) |
|
(20,010) |
|
(214,680) |
Impairment |
|
- |
|
- |
|
- |
|
- |
|
(2,749) |
|
(2,749) |
Final balance |
|
4,261,565 |
|
306,410 |
|
4,567,975 |
|
3,532,373 |
|
211,428 |
|
3,743,802 |
Estimated Useful Life |
|
5 years |
|
Until 5 years |
|
|
|
5 years |
|
Until 5 years |
|
|
Amortization expenses were included in
the item "Depreciation and amortization" in the income statement.
9.
Financial liabilities
| a) | Classification
by nature and category |
The
classification, by nature and category for evaluation purposes, of the Bank's financial liabilities other than those included in “Derivatives
used as Hedge”, on March 31, 2024 and December 31, 2023:
|
|
|
|
|
|
03/31/2024 |
|
|
Financial Liabilities Measured at Fair Value Through Profit or Loss |
|
Financial Liabilities Measured at Amortized Cost |
|
Total |
Deposits from Brazilian Central Bank and deposits from credit institutions |
|
- |
|
119,279,652 |
|
119,279,652 |
Customer deposits |
|
- |
|
573,796,557 |
|
573,796,557 |
Marketable debt securities |
|
4,759,655 |
|
126,917,436 |
|
131,677,091 |
Trading derivatives |
|
25,380,609 |
|
- |
|
25,380,609 |
Short positions |
|
35,829,061 |
|
- |
|
35,829,061 |
Debt Instruments Eligible to Compose Capital |
|
- |
|
20,394,912 |
|
20,394,912 |
Other financial liabilities |
|
94,963 |
|
73,579,221 |
|
73,674,184 |
Total |
|
66,064,288 |
|
913,967,778 |
|
980,032,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
|
Financial Liabilities Measured at Fair Value Through Profit or Loss |
|
Financial Liabilities Measured at Amortized Cost |
|
Total |
Deposits from Brazilian Central Bank and deposits from credit institutions |
|
- |
|
118,511,957 |
|
118,511,957 |
Customer deposits |
|
- |
|
583,220,576 |
|
583,220,576 |
Marketable debt securities |
|
5,985,593 |
|
124,397,422 |
|
130,383,015 |
Trading derivatives |
|
23,763,857 |
|
- |
|
23,763,857 |
Short positions |
|
19,831,991 |
|
- |
|
19,831,991 |
Debt Instruments Eligible to Compose Capital |
|
- |
|
19,626,967 |
|
19,626,967 |
Other financial liabilities |
|
- |
|
64,793,584 |
|
64,793,584 |
Total |
|
49,581,441 |
|
910,550,506 |
|
960,131,947 |
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 24 |
*Values expressed in thousands, except when indicated
| a) | Composition and details
|
b.1) Deposits from the Central Bank
of Brazil and Deposits from credit institutions.
|
|
03/31/2024 |
|
12/31/2023 |
Demand deposits (1) |
|
3,878,095 |
|
5,100,220 |
Time deposits (2) |
|
101,479,749 |
|
95,289,502 |
Repurchase agreements |
|
13,921,808 |
|
18,122,235 |
Of which: |
|
|
|
|
Backed operations with Private Securities (3) |
|
71,441 |
|
62,882 |
Backed operations with Government Securities |
|
13,850,367 |
|
18,059,353 |
Total |
|
119,279,652 |
|
118,511,957 |
(1) Unpaid accounts.
(2) Includes operations with
credit institutions resulting from export and import financing lines, onlendings from the country (BNDES and Finame) and abroad, and other
credit lines abroad.
(3) They basically refer to
repurchase agreements backed by self-issued debentures.
b.2) Customer deposits
|
|
03/31/2024 |
|
12/31/2023 |
Demand deposits |
|
91,482,157 |
|
94,674,392 |
Current accounts (1) |
|
34,426,389 |
|
36,598,932 |
Savings accounts |
|
57,055,768 |
|
58,075,460 |
Time deposits |
|
390,944,143 |
|
390,497,032 |
Repurchase agreements |
|
91,370,257 |
|
98,049,152 |
Of which: |
|
|
|
|
Backed operations with Private Securities (2) |
|
17,944,949 |
|
21,550,508 |
Backed operations with Government Securities |
|
73,425,308 |
|
76,498,644 |
Total |
|
573,796,557 |
|
583,220,576 |
(1) Unpaid accounts.
(2)
They basically refer to repurchase agreements backed by self-issued debentures.
b.3) Bonds and securities
|
|
03/31/2024 |
|
12/31/2023 |
Real Estate Credit Notes - LCI (1) |
|
39,109,938 |
|
41,677,823 |
Eurobonds |
|
13,103,403 |
|
13,612,088 |
Treasury Bills (2) |
|
22,626,545 |
|
22,729,058 |
Agribusiness Credit Notes - LCA |
|
40,602,641 |
|
36,422,805 |
Guaranteed Real Estate Bill - LIG (3) |
|
16,234,564 |
|
15,941,241 |
Total |
|
131,677,091 |
|
130,383,015 |
(1) Real estate credit bills
are fixed income securities backed by real estate credits and guaranteed by a mortgage or fiduciary sale of real estate. On March 31,
2024, they have a maturity date between 2024 and 2034 (12/31/2023 – with a maturity date between 2024 and 2030).
(2) The main characteristics
of financial bills are a minimum term of two years, a minimum nominal value of R$50 and permission for early redemption of only 5% of
the amount issued. On March 31, 2024, they have a maturity date between 2024 and 2034 (12/31/2023 - with a maturity date between 2024
and 2033).
(3) Guaranteed Real Estate Bills
are fixed income securities backed by real estate credits guaranteed by the issuer and by a pool of real estate credits separated from
the issuer's other assets. On March 31, 2024, they have a maturity date between 2024 and 2035 (12/31/2023 - with a maturity date between
2024 and 2035).
The changes in the balance of "Bonds and
securities" in the period ended March 31, 2024 and 2023 were as follows:
|
|
01/01 to |
|
01/01 to |
|
|
03/31/2024 |
|
03/31/2023 |
Balance at beginning of the semester |
|
130,383,015 |
|
116,042,393 |
Issues and Payments |
|
548,167 |
|
7,957,931 |
Interest |
|
1,101,575 |
|
2,429,745 |
Exchange differences and other |
|
(355,666) |
|
882,546 |
Balance at end of the semester |
|
131,677,091 |
|
127,312,615 |
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 25 |
*Values expressed in thousands, except when indicated
The composition of "Eurobonds
and other securities" is as follows:
|
|
|
|
|
Issuance |
Maturity Until |
Interest Rate (a.a.) |
2024 |
2023 |
2021 |
2031 |
Until 9% + CDI |
3,343,410 |
3,337,315 |
2022 |
2035 |
Until 9% + CDI |
1,645,703 |
1,918,929 |
2023 |
2031 |
Until 9% + CDI |
5,493,929 |
8,355,844 |
2024 |
2033 |
Until 9% + CDI |
2,620,361 |
- |
Total |
|
|
13,103,403 |
13,612,088 |
b.4) Equity Eligible Debt Instruments
The details of the balance
of the item "Debt Instruments Eligible for Capital" referring to the issuance of capital instruments to compose level I and
level II of reference equity, are as follows:
|
Issuance |
|
Maturity |
|
Issuance Value |
Interest Rate (p.a.) |
03/31/2024 |
|
12/31/2023 |
Tier I (1) |
nov-18 |
|
No Maturity (Perpetual) |
|
US$1,250 |
|
7.3% |
|
6,466,359 |
|
6,116,218 |
Financial Bills - Tier II (2) |
Nov-21 |
|
Nov-31 |
|
R$5,300 |
|
CDI+2% |
|
7,294,048 |
|
7,072,124 |
Financial Bills - Tier II (2) |
dec-21 |
|
dec-31 |
|
R$200 |
|
CDI+2% |
|
275,014 |
|
266,647 |
Financial Bills - Tier II (2) |
oct/23 |
|
oct/33 |
|
R$6,000 |
|
CDI+1,6% |
|
6,359,491 |
|
6,171,978 |
Total |
|
|
|
|
|
|
|
|
20,394,912 |
|
19,626,967 |
(1) The issues were made through the Cayman
Agency and there is no Income Tax at Source, and interest is paid semi-annually, starting from May 8, 2019.
(2) Financial Bills issued in November 2021
have redemption and repurchase options.
Notes have the following common characteristics:
(a) Unit value of at least US$150 thousand and
in integral multiples of US$1 thousand when exceeding this minimum value;
(b) The Notes may be repurchased or redeemed
by Banco Santander after the 5th (fifth) anniversary from the date of issue of the Notes, at the Bank's sole discretion or due to changes
in the tax legislation applicable to the Notes; or at any time, due to the occurrence of certain regulatory events.
The changes in the balance of "Equity Eligible
Debt Instruments" in the periods ended March 31, 2024 and 2023 were as follows:
|
|
|
|
|
|
|
|
|
01/01 to |
|
01/01 to |
|
|
|
|
|
|
|
|
|
03/31/2024 |
|
03/31/2023 |
Balance at beginning of the period |
|
|
|
|
|
|
|
19,626,967 |
|
19,537,618 |
Interest payment Tier I (1) |
|
|
|
|
|
|
|
|
417,804 |
|
117,721 |
Interest payment Tier II (1) |
|
|
|
|
|
|
|
|
153,005 |
|
390,297 |
Foreign exchange variation |
|
|
|
|
|
|
|
|
197,136 |
|
(404,557) |
Balance at end of the period |
|
|
|
|
|
|
|
|
20,394,912 |
|
19,641,079 |
| (1) | The interest remuneration referring
to the Debt Instrument Eligible for Tier I and II Capital was recorded as a contra entry to the result for the period as "Interest
and Similar Expenses ". |
10.
Provision for judicial and administrative proceedings, commitments and other provisions
The composition of the balance of the
item “Provisions” is as follows:
|
|
03/31/2024 |
|
12/31/2023 |
Pension fund provisions and similar requirements |
|
2,569,842 |
|
2,543,504 |
Provisions for judicial and administrative proceedings, commitments and other provisions |
|
9,432,156 |
|
8,930,277 |
Judicial and administrative proceedings under the responsibility of former controlling stockholders |
|
496 |
|
496 |
Judicial and administrative proceedings |
|
8,942,519 |
|
8,457,667 |
Of which: |
|
|
|
|
Civil |
|
3,012,274 |
|
2,888,359 |
Labor |
|
3,494,083 |
|
3,277,476 |
Tax and Social Security |
|
2,436,162 |
|
2,291,832 |
Provision for contingent liabilities (Note 3 b.2) |
|
396,250 |
|
382,485 |
Other provisions |
|
92,891 |
|
89,629 |
Total |
|
12,001,998 |
|
11,473,781 |
b)
Tax, Social Security, Labor and Civil Provisions
Banco Santander and its subsidiaries are
an integral part of legal and administrative proceedings of a tax, social security, labor and civil nature, arising in the normal course
of their activities.
The provisions were constituted based on
the nature, complexity and history of the actions and the loss assessment of the companies' actions based on the opinions of internal
and external legal advisors. Banco Santander's policy is to fully provision the value at risk of shares whose assessment is probable loss.
Management understands that the provisions
set up are sufficient to cover possible losses arising from legal and administrative proceedings as follows:
b.1) Judicial and Administrative
Proceedings of a Tax and Social Security Nature
Main judicial and administrative
proceedings with probable risk of loss
Banco Santander and its controlled companies
are parties to legal and administrative proceedings related to tax and social security discussions, which are classified based on the
opinion of legal advisors, as risk of probable loss.
Provisional Contribution on Financial
Transactions (CPMF) in Customer Operations - R$1,116,957 (12/31/2023 - R$1,099,049) Consolidated: in May 2003, the Brazilian Federal
Revenue Service issued a tax assessment notice on Santander Distribuidora de Títulos e Valores Mobiliários Ltda. (Santander
DTVM) and another case at Banco Santander (Brasil) S.A. The object of the case was the collection of CPMF on operations carried out by
Santander DTVM in the management of its customers' resources and clearing services provided by the Bank to Santander DTVM, which occurred
during the years 2000, 2001 and 2002. The administrative process 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 action had 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 loss considered probable in the legal suit.
National Social Security Institute
(INSS) - R$138,282 in the Consolidated (12/31/2023 - R$138,250 in the Consolidated): Banco Santander and the controlled companies
discuss administratively and judicially the collection of the social security contribution and the education salary on various amounts
that, according to the assessment of the legal advisors, do not have a salary nature.
Service Tax (ISS) - Financial Institutions
- R$398,526 in the Consolidated (12/31/2023 - R$379,234 in the Consolidated): Banco Santander and its controlled companies discuss
administratively and judicially the requirement, by several municipalities, for the payment of ISS on various revenues arising from operations
that are not usually classify as provision of services. Furthermore, other actions involving ISS, classified as possible risk of loss,
are described in note 10.b.4.
b.2) Judicial
and Administrative Proceedings of a Labor Nature
These are actions filed by Unions, Associations,
the Public Ministry of Labor and former employees claiming labor rights that they believe are due, in particular the payment of “overtime”
and other labor rights, including processes related to retirement benefits.
For lawsuits considered common and similar
in nature, provisions are recorded based on the historical average of closed lawsuits. Actions that do not meet the previous criteria
are provisioned in accordance with an individual assessment carried out, with provisions being constituted based on the probable risk
of loss, the law and jurisprudence in accordance with the loss assessment carried out by legal advisors.
Former Banespa Employees.
Class action filed by AFABESP (association
of retirees and former Banespa employees) requesting the payment of a semi-annual bonus provided for in the Bank's bylaws. The final decision
in the action was unfavorable to Santander. Now, each beneficiary of the decision will be able to file an individual action to receive
the amount due. The risk of loss is probable.
As the rulings adopted different positions
for each case, a procedure called Repetitive Demand Resolution Incident (IRDR) was initiated before the Regional Labor Court (TRT) with
the aim of establishing objective criteria regarding the theses brought by the Bank, mainly the prescriptions and payment limitations
until December 2006 (Plan V). On March 11, 2024, the IRDR incident was admitted for future trial and determined the suspension of all
processes that are in second instance (TRT) and filed in São Paulo (Capital).
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 26 |
*Values expressed in thousands, except when indicated
Finally, due to the divergence of interpretation
of the Federal Constitution, an Action Alleging Failure to Comply with Fundamental Precepts (ADPF) was also filed, so that the Federal
Supreme Court (STF) could resolve the issue and indicate the correct statute of limitations to be used in individual cases filed.
As of March 31, 2024, the provision is
constituted based on the estimated probable loss of individual actions against the Bank.
b.3) Judicial
and Administrative Proceedings of a Civil Nature
These provisions generally arise from:
(1) actions requesting a review of contractual terms and conditions or requests for monetary adjustments, including alleged effects of
the implementation of various government economic plans, (2) actions arising from financing contracts, (3) enforcement actions; and (4)
actions for compensation for losses and damages. For civil actions considered common and similar in nature, provisions are recorded based
on the historical average of closed cases. Actions that do not meet the previous criteria are provisioned in accordance with an individual
assessment carried out, with provisions being constituted based on the probable risk of loss, the law and jurisprudence in accordance
with the loss assessment carried out by legal advisors.
The main processes classified as probable
loss risk are described below:
Compensation Suits - Refer to compensation
for material and/or moral damage, relating to the consumer relationship, mainly dealing with issues relating to credit cards, direct consumer
credit, current accounts, billing and loans and other matters. In actions relating to causes considered similar and usual for the business,
in the normal course of the Bank's activities, the provision is constituted based on the historical average of closed processes. Actions
that do not meet the previous criteria are provisioned in accordance with an individual assessment carried out, with provisions being
constituted based on the probable risk of loss, the law and jurisprudence in accordance with the loss assessment carried out by legal
advisors.
Economic Plans
- They refer to judicial discussions, which plead alleged inflationary purges resulting from Economic
Plans (Bresser, Verão, Collor I and II), as they understand that such plans violated acquired rights related to the application
of inflationary indices supposedly due to Savings Accounts, Judicial Deposits and Term Deposits (CDBs). The actions are provisioned based
on the individual assessment of loss carried out by legal advisors.
Banco Santander is also a party to public civil actions
on the same matter, filed by consumer protection entities, the Public Prosecutor's Office or Public Defenders' Offices. The constitution
of a provision is only made for cases with probable risk, based on requests for individual executions. The issue is still under analysis
by the STF. There is jurisprudence in the STF favorable to Banks in relation to an economic phenomenon similar to that of savings, as
in the case of correction of time deposits (CDBs) and corrections applied to contracts (table).
However, the STF's jurisprudence has not yet been
consolidated on the constitutionality of the rules that modified Brazil's monetary standard. On April 14, 2010, the Supreme Court of Justice
(STJ) decided that the deadline for filing public civil actions discussing the purges is 5 years from the date of the plans, but this
decision has not yet become final. Therefore, with this decision, most of the actions, as proposed after the 5-year period, will probably
be judged unfounded, reducing the amounts involved. The STJ also decided that the deadline for individual savers to qualify for Public
Civil Actions is also 5 years, counting from the final judgment of the respective sentence. Banco Santander believes in the success of
the theses defended before these courts due to their content and foundation.
At the end of 2017, the Federal Attorney General's
Office (AGU), Bacen, the Consumer Protection Institute (Idec), the Brazilian Savers Front (Febrapo) and the Brazilian Federation of Banks
(Febraban) signed an agreement that seeks to end the legal disputes over Economic Plans.
The discussions focused on defining the amount that
would be paid to each author, according to the balance in the book on the date of the plan. The total value of payments will depend on
the number of subscriptions, and also on the number of savers who have proven in court the existence of the account and the balance on
the anniversary date of the index change. The agreement negotiated between the parties was approved by the STF.
In a decision handed down by the STF, there was a
national suspension of all processes dealing with the issue for the period of validity of the agreement, with the exception of cases in
definitive compliance with a sentence.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 27 |
*Values expressed in thousands, except when indicated
On March 11, 2020, the agreement was extended by
means of an addendum, with the inclusion of actions that only involve the discussion of the Collor I Plan. This extension has a term of
5 years and the approval of the terms of the addendum occurred on the 3rd June 2020.
Management considers that the provisions constituted
are sufficient to cover the risks involved with the economic plans, considering the approved agreement.
b.4)
Contingent Tax and Social Security, Labor and Civil Liabilities Classified as Possible Loss Risk
These are judicial and administrative
proceedings of a tax and social security, labor and civil nature classified, based on the opinion of legal advisors, as a possible risk
of loss, and are therefore not provisioned.
Tax actions classified as possible
loss totaled R$ 35,237 million (12/31/2023 - R$ 34,644 million), with the main processes being as follows:
PIS and COFINS - Legal actions
brought by Banco Santander (Brasil) S.A. and other entities of the Group to rule out 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 entities' revenues, and not just revenues arising from the provision of services. In relation to the Banco Santander (Brasil) S.A.
case, in 2015 the Federal Supreme Court (STF) admitted the extraordinary appeal filed by the Federal Union in relation to PIS, and dismissed
the extraordinary appeal filed by the Federal Public Ministry in relation to 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, through General Repercussion, Topic
372 and partially accepted the Federal Union's appeal, establishing the thesis that it applies PIS/COFINS on operating revenues arising
from typical activities of financial institutions. With the publication of the ruling, the Bank presented a new appeal in relation to
PIS, and is awaiting analysis. Based on the assessment of the legal advisors, the risk prognosis was classified as possible loss, with
an outflow of appeal not being likely. As of March 31, 2024, the amount involved is R$2,147,824. For other legal actions, the respective
PIS and COFINS obligations were established.
INSS on Profit Sharing or Results (PLR)
- The Bank and its controlled companies have legal and administrative proceedings arising from questions from the tax authorities, regarding
the collection of social security contributions on payments made as a share in profits and results. On March 31, 2024, the value was approximately
R$9,218 million.
Service Tax (ISS) - Financial Institutions
- Banco Santander and its controlled companies are administratively and judicially discussing the requirement, by several municipalities,
to pay ISS on various revenues arising from operations that are not usually classified as provision of services. On March 31, 2024, the
value was approximately R$ 4,123 million.
Unapproved Compensation - The Bank
and its affiliates discuss administratively and judicially with the Federal Revenue Service the non-approval of tax offsets with credits
resulting from overpayment or undue payment. On March 31, 2024, the value was approximately R$ 5,162 million.
Amortization of Banco Real Goodwill
- the Brazilian Federal Revenue Service issued a tax assessment notice against the Bank to demand payments of IRPJ and CSLL, including
late payment charges, for the base period of 2009. The Tax Authorities considered that the Goodwill relating to the acquisition of Banco
Real, amortized in accounting before its incorporation, it could not be deducted by Banco Santander for tax purposes. The infraction notice
was duly challenged. On April 4, 2024, the Bank's appeal was accepted by the Superior Chamber of CARF and awaits formalization. On March
31, 2024, the value was approximately R$ 1,656 million.
Losses in Credit Operations - the
Bank and its controlled companies contested the tax assessments issued by the Brazilian Federal Revenue alleging the undue deduction of
losses in credit operations from the IRPJ and CSLL calculation bases as they allegedly did not meet the requirements of applicable laws.
On March 31, 2024, the value was approximately R$ 1,488 million.
Use of CSLL Tax Loss and Negative Base
– Assessment notices drawn up by the Brazilian Federal Revenue Service in 2009 and 2019 for alleged undue compensation of tax
losses and negative CSLL basis, as a consequence of tax assessments issued in previous periods. Judgment at the administrative level is
awaited. On March 31, 2024, the value was approximately R$ 5,625 million.
Amortization of Banco Sudameris Goodwill
- the tax authorities issued tax assessment notices to demand payments of IRPJ and CSLL, including late payment charges, referring
to the tax deduction of the amortization of Goodwill paid in the acquisition of Banco Sudameris, referring to the base period from 2007
to 2012. Banco Santander presented the respective administrative defenses, which were judged unfavorably. Currently, the cases are awaiting
judgment at CARF. On March 31, 2024, the value was approximately R$ 753 million.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 28 |
*Values expressed in thousands, except when indicated
IRPJ and CSLL - Capital Gain -
the Brazilian Federal Revenue Service issued a tax assessment notice against Santander Seguros (legal successor to ABN AMRO Brasil Dois
Participações S.A. (AAB Dois Par) charging income tax and social contribution related to the 2005 fiscal year. The Brazilian
Federal Revenue Service claims that the capital gain on the sale of shares in 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 with. based on the
understanding that the tax treatment adopted in the transaction was in accordance with current tax legislation and the capital gain was
duly taxed. The Administrative process ended unfavorably to the Company. In July 2020, the Company filed a lawsuit seeking to cancel the
debt. legal action awaits judgment. Banco Santander is responsible for any adverse result in this process as former controller of Zurich
Santander Brasil Seguros e Previdência S.A. On March 31, 2024, the amount was approximately R$ 556 million.
IRRF
– Foreign Remittance – The Company
filed a lawsuit seeking to eliminate the Withholding Income Tax – IRRF, on payments derived from the provision of technology services
by companies based abroad, due to the existence of International Treaties signed between Brazil and Chile; Brazil-Mexico and Brazil-Spain,
thus avoiding double taxation. A favorable sentence was given and there was an appeal by the National Treasury, to the Federal Regional
Court of the 3rd Region, where it awaits judgment. On March 31, 2024, the value was approximately R$ 962 million.
Labor claims classified as possible loss
totaled R$ 167 million in Consolidated, including the process below:
Adjustment of Banesprev Retirement
Supplements by IGPDI – Class action filed by Afabesp requesting the change of the adjustment index of the social security benefit
for retirees and former Banespa employees, hired before 1975. The action was judged unfavorably to Santander, which appealed. The appeal
awaits judgment.
Liabilities related to civil actions with
possible risk of loss totaled R$2,654 million in Consolidated, with the main processes being:
Compensation Suit Regarding Custody
Services - provided by Banco Santander in the expert phase and without a ruling yet.
11.
Stockholders’ equity
In accordance with the Bylaws, Banco Santander's
Capital Stock 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.
The Capital Stock, fully subscribed and
paid in, is divided into registered-registered shares, with no par value.
|
|
|
|
|
|
|
|
|
|
|
|
In Thousands of Shares |
|
|
|
|
|
|
03/31/2024 |
|
|
|
|
|
12/31/2023 |
|
|
Ordinary |
|
Preferred |
|
Total |
|
Ordinary |
|
Preferred |
|
Total |
Country Residents |
|
117,922 |
|
143,652 |
|
261,574 |
|
124,804 |
|
150,621 |
|
275,425 |
Residents Abroad |
|
3,700,773 |
|
3,536,184 |
|
7,236,957 |
|
3,693,891 |
|
3,529,215 |
|
7,223,106 |
Total |
|
3,818,695 |
|
3,679,836 |
|
7,498,531 |
|
3,818,695 |
|
3,679,836 |
|
7,498,531 |
(-) Treasury Shares |
|
(18,317) |
|
(18,317) |
|
(36,634) |
|
(27,193) |
|
(27,193) |
|
(54,386) |
Total in Circulation |
|
3,800,378 |
|
3,661,519 |
|
7,461,897 |
|
3,791,502 |
|
3,652,643 |
|
7,444,145 |
| b) | Dividends and Interest on Equity |
Statutorily, shareholders are guaranteed
minimum dividends of 25% of the Net Profit for each year, adjusted in accordance with legislation. Preferred shares do not have voting
rights and cannot be converted into common shares, but they have the same rights and advantages 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.
Dividends were calculated and paid in
accordance with the Brazilian Corporation Law.
Before the Annual Shareholders' Meeting,
the Board of Directors may decide on the declaration and payment of dividends on profits earned, based on: (i) balance sheets or Profits
Reserve existing in the last balance sheet or (ii) balance sheets issued in periods of less than six months, provided that the total dividends
paid in each semester of the fiscal year do not exceed the value of the Capital Reserves. These dividends are fully allocated to the mandatory
dividend.
Below, we present the distribution of
Dividends and Interest on Equity made on March 31, 2024 and December 31, 2023.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 29 |
*Values expressed in thousands, except when indicated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/31/2024 |
|
|
In Thousands |
|
Reais per Thousands of Shares/Units |
|
|
of Reais |
|
Gross |
|
Net |
|
|
|
|
Ordinary |
|
Preferred |
|
Unit |
|
Ordinary |
|
Preferred |
|
Unit |
Interest on Equity (1)(2) |
|
1,500,000 |
|
191.84 |
|
211.02 |
|
402.86 |
|
163.06 |
|
179.37 |
|
342.43 |
Total |
|
1,500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) Resolved by the Board of Directors on January
11, 2024, paid on February 8, 2024, without any remuneration as monetary adjustment.
(2) They were fully allocated to the minimum
mandatory dividends distributed by the Bank for the financial year 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
|
|
In Thousands |
|
Reais per Thousands of Shares/Units |
|
|
of Brazilian Real |
|
Gross |
|
Net |
|
|
|
|
Ordinary |
|
Preferred |
|
Unit |
|
Ordinary |
|
Preferred |
|
Unit |
Interest on Equity (1)(5) |
|
1,700,000 |
|
217.92 |
|
239.71 |
|
457.63 |
|
185.23 |
|
203.75 |
|
388.98 |
Interest on Equity (2)(5) |
|
1,500,000 |
|
192.03 |
|
211.23 |
|
403.26 |
|
163.22 |
|
179.55 |
|
342.77 |
Interest on Equity (3)(5) |
|
1,500,000 |
|
192.07 |
|
211.28 |
|
403.35 |
|
163.26 |
|
179.58 |
|
342.84 |
Interest on Equity (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 compensation for inflation adjustment.
(2) Approved by the Board of Directors on April
13, 2023, paid on May 15, 2023, without any compensation for inflation adjustment.
(3) Approved by the Board of Directors on July
13, 2023, paid on August 16, 2023, without any compensation for inflation adjustment.
(4) Approved by the Board of Directors on October
10, 2023, paid on November 10, 2023, without any compensation for inflation adjustment.
(5) These were fully attributed to the mandatory
minimum dividends distributed by the Bank for the fiscal year of 2023.
The Net Profit calculated, after deductions
and legal provisions, will be allocated as follows:
Legal Reserve
In accordance with Brazilian corporate
legislation, 5% for the constitution of the Legal Reserve, until it reaches 20% of the capital. This reserve is intended to ensure the
integrity of the Capital Stock and can only be used to offset losses or increase capital.
Capital Reserves
The Bank's Capital Reserves are made up
of: Goodwill reserve for subscription of shares and other Capital Reserves, and can only be used to absorb losses that exceed Accrued
Profits and Profits Reserve; redemption, reimbursement or acquisition of shares issued by us; incorporation into Capital Stock; or payment
of dividends to preferred shares in certain circumstances.
Reserve for Dividend Equalization
After the allocation of dividends, the
balance, if any, may, upon proposal from the Executive Board and approved by the Board of Directors, be allocated to the formation of
a reserve for dividend equalization, which will be limited to 50% of the value of the Capital Stock. This reserve is intended to guarantee
resources for the payment of dividends, including in the form of Interest on Equity, or its anticipations, aiming to maintain the flow
of Compensation to shareholders.
At a meeting held on January 24, 2024,
the Board of Directors approved, in continuation of the buyback program that expired on the same date, a new buyback program for Units
and ADRs issued by Banco Santander, directly or through its branch in Cayman, for maintenance in the treasury or subsequent disposal.
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,
2023, to approximately 1% of the Bank's share capital. As of December 31, 2023, Banco Santander had 348,147,839 common shares and 375,952,252
preferred shares outstanding.
The repurchase aims to (1) maximize the
generation of value for shareholders through efficient management of the capital structure; and (2) enable the payment of administrators,
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 starting on February 6, 2024, ending on August 6, 2025.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 30 |
*Values expressed in thousands, except when indicated
|
|
|
|
Bank/Consolidated |
|
|
|
|
In Thousands of Shares |
|
|
03/31/2024 |
|
12/31/2023 |
|
|
Quantity |
|
Quantity |
|
|
Units |
|
Units |
Treasury Shares at the Beginning of the Period |
|
27,192 |
|
31,161 |
Share Acquisitions |
|
1,180 |
|
1,272 |
Disposals - Share-Based Compensation |
|
(10,056) |
|
(5,241) |
Treasury Shares at End of the Period |
|
18,316 |
|
27,192 |
Sub-Total of Treasury Shares in Thousands of Reais |
|
R$ 851,504 |
|
R$ 1,105,012 |
Issuance Costs in Thousands of Reais |
|
R$ 1,771 |
|
R$ 1,771 |
Balance of Treasury Shares in Thousands of Reais |
|
R$ 853,275 |
|
R$ 1,106,783 |
|
|
|
|
|
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$ 28.52 |
|
R$ 31.00 |
(*) Considering since the beginning of
operations on the stock exchange.
12.
Income Tax
Total
income taxes for the six-month period are reconciled with accounting profit as follows:
|
01/01 to
03/31/2024 |
01/01 to
03/31/2023 |
Operating Income before Tax |
4,416,906 |
2,722,370 |
Tax (25% of Income Tax and 20% of Social Contribution) |
(1,987,608) |
(1,225,066) |
PIS and COFINS (net of income tax and social contribution) (1) |
(951,423) |
(909,174) |
Non - Taxable/Indeductible : |
|
|
Companies accounted by the equity method |
28,619 |
25,977 |
Net Indeductible Expenses of Non-Taxable Income (3) |
319,957 |
310,591 |
Adjustments: |
|
|
IR/CS Constitution on temporary differences |
(26,953) |
(22,444) |
Interest on equity |
625,479 |
678,368 |
CSLL Tax rate differential effect (4) |
172,928 |
242,635 |
Others Adjustments |
463,023 |
1,224,215 |
Income tax and Social contribution |
(1,355,978) |
325,101 |
Of which: |
|
|
Current taxes |
(2,365,907) |
(1,330,059) |
Deferred taxes |
1,009,929 |
1,655,160 |
(1) PIS and COFINS are considered
as components of the profit base (net base of certain income and expenses); therefore, and in accordance with IAS 12, they are accounted
for as income taxes.
(2) Mainly includes the tax
effect on revenues from updates of judicial deposits and other revenues and expenses that do not qualify as temporary differences.
(3) Effect of the rate differential
for other non-financial and financial companies, whose social contribution rates are 9% and 15%.
Taxes paid include R$ 351,530 referring to PIS
and COFINS (03/31/2023 – R$ 597,549) and R$ 1,797,506 referring to Income Tax and Social Contribution on Net Profit (03/31/2023
– R$ 1,439,973).
13.
Detailing of income accounts
|
|
|
01/01 to
03/31/2024 |
|
01/01 to
03/31/2023 |
|
Salary |
|
|
1,790,286 |
|
1,620,035 |
|
Social security costs |
|
|
430,569 |
|
385,430 |
|
Benefits |
|
|
419,505 |
|
391,837 |
|
Defined benefit pension plans |
|
|
1,567 |
|
1,453 |
|
Contributions to defined contribution pension funds |
|
|
96,410 |
|
74,345 |
|
Share-based payment costs (1) |
|
|
61,080 |
|
9,662 |
|
Training |
|
|
18,501 |
|
20,414 |
|
Other personnel expenses |
|
|
108,897 |
|
162,858 |
|
Total |
|
|
2,926,815 |
|
2,666,034 |
|
| (1) | Growth refers to the provision of the bonus referenced
in shares. |
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 31 |
*Values expressed in thousands, except when indicated
| b) | Other Administrative Expenses |
|
|
|
01/01 to
03/31/2024 |
|
01/01 to
03/31/2023 |
|
Property, fixtures and supplies |
|
|
223,787 |
|
204,622 |
|
Technology and systems |
|
|
573,667 |
|
572,994 |
|
Advertising |
|
|
120,839 |
|
163,064 |
|
Communications |
|
|
90,567 |
|
71,933 |
|
Subsistence allowance and travel expenses |
|
|
44,449 |
|
34,354 |
|
Taxes other than income tax |
|
|
25,795 |
|
29,654 |
|
Surveillance and cash courier services |
|
|
124,305 |
|
138,901 |
|
Insurance premiums |
|
|
5,928 |
|
10,240 |
|
Specialized and technical services |
|
|
505,031 |
|
552,323 |
|
Other administrative expenses |
|
|
340,955 |
|
323,007 |
|
Total |
|
|
2,055,323 |
|
2,101,092 |
|
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 32 |
*Values expressed in thousands, except when indicated
14.
Employee Benefit Plan
| a) | Share-Based ompensation |
Banco Santander has long-term compensation programs
linked to the performance of the market price of its shares. Members of Banco Santander's Executive Board are eligible for these plans,
in addition to participants determined by the Board of Directors, whose choice takes into account seniority in the group. Members of the
Board of Directors only participate in said plans when they hold positions on the Executive Board.
|
|
|
|
|
|
|
|
|
|
|
|
|
Program |
|
Type of Liquidation |
|
Vesting Period |
|
Exercise / Liquidation Period |
|
01/01 to 03/31/2024 |
|
|
01/01 to 03/31/2023 |
|
Local |
|
Santander (Brasil) Shares |
|
01/2021 a 10/2024 |
|
2024 |
R$ |
12,270,000 |
(1) |
R$ |
23,490,000 |
(1) |
|
|
01/2021 a 12/2023 |
|
2023 |
R$ |
- |
(1) |
R$ |
1,500,000 |
(1) |
|
|
01/2023 a 12/2025 |
|
2026 |
R$ |
750,000 |
R$ - |
R$ |
- |
- |
|
|
01/2024 a 12/2027 |
|
2024 |
R$ |
1,050,000 |
R$ - |
R$ |
- |
- |
|
|
01/2020 a 09/2023 |
|
2023 |
|
- |
SANB11 |
R$ |
214,164 |
SANB11 |
|
|
01/2021 a 12/2022 |
|
2023 |
|
- |
SANB11 (1) |
R$ |
139,163 |
SANB11 |
|
|
01/2021 a 12/2023 |
|
2024 |
|
- |
SANB11 |
R$ |
343,863 |
SANB11 |
|
|
01/2021 a 12/2024 |
|
2024 |
|
207,518 |
SANB11 |
R$ |
217,291 |
SANB11 |
|
|
01/2022 a 12/2025 |
|
2025 |
|
91,456 |
SANB11 |
R$ |
84,326 |
SANB11 |
|
|
|
|
01/2024 a 12/2027 |
|
2025 |
|
9,876 |
SANB11 |
R$ |
- |
SANB11 |
Global |
|
Shares and Options on Global Shares |
|
2023 |
|
|
EUR 3,67 |
- |
Global Stocks (2) |
159,253 |
Global Stocks (2) |
|
|
2023, with limit for exercising options until 2030 |
|
420,394 |
Global Stock Options (3) |
832,569 |
Opções ações Global Stocks (3) |
|
|
02/2024 |
|
|
EUR 2,685 |
101,288 |
Global Stocks (3) |
124,184 |
Global Stocks (3) |
|
|
02/2024, with limit for exercising options until 02/2029 |
|
302,170 |
Global Stock Options (3) |
370,477 |
Opções ações Global Stocks (3) |
|
|
2025 |
|
|
EUR 3,104 |
95,786 |
Global Stocks (3) |
150,703 |
Global Stocks (3) |
|
|
2025, , with limit for exercising options until 2030 |
|
367,827 |
Global Stock Options (3) |
578,713 |
Opções ações Global Stocks (3) |
|
|
2026 |
|
|
EUR 3,088 |
199,680 |
Global Stocks (3) |
199,680 |
Global Stocks (3) |
|
|
2026, with limit for exercising options until 2033 |
|
537,637 |
Global Stock Options (3) |
537,637 |
Opções ações Global Stocks (3) |
|
|
2027, with limit for exercising options until 2032 |
R$ |
9,095,000 |
Global stocks and options (4) |
- |
|
|
|
2028, with limit for exercising options until 2033 |
R$ |
1,898,813 |
Global stocks and options (4) |
- |
|
|
|
12/2024, with payment in 2025 |
|
|
|
50,419 |
SANB11 |
|
- |
|
|
|
12/2025, with payment in 2026 |
|
|
|
70,346 |
SANB11 |
|
- |
|
Balance of Plans on march 31, 2024 |
|
|
|
|
R$ |
14,070,000 |
(1) |
R$ |
24,990,000 |
(1) |
|
|
|
|
R$ |
429,616 |
SANB11 Shares |
R$ |
998,807 |
SANB11 Shares |
|
|
|
|
|
396,754 |
Global Stocks (3) |
R$ |
633,820 |
Global Stocks (3) |
|
|
|
|
|
1,628,028 |
Options Shares Global Shares (3) |
R$ |
2,319,396 |
Options Shares Global Shares(3) |
1) Target of the plan in Reais, to be converted into SANB11
shares according to the achievement of the plan's performance indicators at the end of the vesting period, at the price of the last 15
trading sessions of the month immediately preceding the payment month.
(2) Plan finalized, paid in Feb/2023.
(3) Target of the plan in SAN shares and options, settled
in cash with the sale of assets at the end of the vesting period, according to the achievement of the plan's performance indicators.
(4) Target of the plan in PagoNxt shares and options,
to be paid in cash at the end of the vesting period, depending on the achievement of the plan's performance indicators.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 33 |
*Values expressed in thousands, except when indicated
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 4 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 02/01/2030
• 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
according to the strategy of new companies in the group or specific businesses.
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.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 34 |
*Values expressed in thousands, except when indicated
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.
Impact on the Result
The impacts on the result are recorded
under the Personnel Expenses heading, as shown below:
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
01/01 to 03/31/2024 |
01/01 to 03/31/2023 |
Program |
|
Type of Liquidation |
|
|
|
|
|
|
|
|
|
|
Local |
|
Santander Shares (Brazil) |
|
|
|
|
|
|
|
|
2,351 |
4,804 |
Global |
|
Global Stocks and Options |
|
|
|
|
|
|
|
|
1,922 |
1,053 |
|
|
|
|
|
|
|
|
|
| b) | Variable Remuneration Referenced to Shares |
The long-term incentive plan (deferral)
determines the requirements for payment of future deferred installments of variable remuneration, considering sustainable long-term financial
bases, including the possibility of applying reductions or cancellations depending on the risks assumed and fluctuations of the cost of
capital.
The variable remuneration plan with payment
referenced in Banco Santander shares is divided into 2 programs: (i) Identified Collective and (ii) Other Employees. The impacts on the
result are recorded under the Personnel Expenses heading, as shown below:
Program |
|
Participant |
|
Liquidity Type |
|
|
01/01 to 03/31/2024 |
|
01/01 to 03/31/2023 |
Collective Identified |
|
Members of the Executive Committee, Statutory Officers and other executives who assume significant and responsible risks of control areas |
|
50% in cash indexed to 100% of CDI and 50% in shares (Units SANB11) |
|
|
55,332 |
|
30,991 |
Unidentified Collective |
|
Other employees with variable remuneration above a minimum expected value |
|
50% in cash indexed to 100% of CDI and 50% in instrumentos |
|
|
54,595 |
|
29,051 |
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 35 |
*Values expressed in thousands, except when indicated
15.
Operating segments
According to IFRS 8, an
operating segment is a component of an entity:
| (a) | That operates in activities
from which it may obtain income and incur expenses (including income and expenses related to operations with other components of the same
entity); |
| (b) | Whose operating results are
regularly reviewed by the entity's main person responsible for operational decisions related to the allocation of resources to the segment
and the evaluation of its performance; It is |
| (c) | For which distinct financial
information is available. |
Based on these guidelines,
the Bank has identified the following reportable operating segments:
• Commercial Bank
• Global Wholesale
Bank
The Bank has two segments,
the commercial segment that includes individuals and legal entities (except for global corporate clients, which are treated in the Global
Wholesale Banking segment) and the Global Wholesale Banking segment, which includes Investment Banking and Markets, including treasury
and equity trading departments.
The Bank operates in Brazil
and abroad, through the Cayman and Luxembourg branches, with Brazilian clients and, therefore, does not have geographic segmentation.
The Income Statements
and other significant data are as follows:
|
|
|
|
|
|
01/01 to 03/31/2024 |
|
|
|
|
|
01/01 a 03/31/2023 |
(Condensed) Income Statement |
|
Commercial Banking |
|
Global Wholesale
Banking |
|
Total |
|
Commercial Banking |
|
Global Wholesale
Banking |
|
Total |
NET INTEREST INCOME |
|
12,143,218 |
|
1,243,710 |
|
13,386,928 |
|
12,354,578 |
|
204,414 |
|
12,558,992 |
Income from equity instruments |
|
1,815 |
|
198 |
|
2,013 |
|
2,852 |
|
1,432 |
|
4,284 |
Equity Income |
|
52,621 |
|
10,978 |
|
63,599 |
|
45,420 |
|
12,307 |
|
57,727 |
Net fee and commission income |
|
3,429,557 |
|
500,313 |
|
3,929,870 |
|
3,480,838 |
|
515,574 |
|
3,996,412 |
Gains/(losses) on assets and liabilities
financial and exchange rate variations (1) |
440,032 |
|
568,083 |
|
1,008,115 |
|
(661,989) |
|
1,500,142 |
|
838,153 |
Other operating income/(expenses) |
|
(175,424) |
|
(36,190) |
|
(211,614) |
|
(210,269) |
|
(19,595) |
|
(229,864) |
TOTAL INCOME |
|
15,891,819 |
|
2,287,092 |
|
18,178,911 |
|
15,011,430 |
|
2,214,274 |
|
17,225,704 |
Personnel expenses |
|
(2,675,646) |
|
(251,169) |
|
(2,926,815) |
|
(2,442,887) |
|
(223,147) |
|
(2,666,034) |
Other administrative expenses |
|
(1,841,403) |
|
(213,920) |
|
(2,055,323) |
|
(1,904,343) |
|
(196,749) |
|
(2,101,092) |
Depreciation and amortization |
|
(647,911) |
|
(33,876) |
|
(681,787) |
|
(660,198) |
|
(28,179) |
|
(688,377) |
Provisions (net) |
|
(1,109,282) |
|
(5,860) |
|
(1,115,142) |
|
(1,028,104) |
|
(7,870) |
|
(1,035,974) |
Net impairment losses on financial assets |
|
(6,753,193) |
|
(46,176) |
|
(6,799,369) |
|
(7,450,950) |
|
(601,387) |
|
(8,052,337) |
Net impairment losses on other financial assets |
(47,724) |
|
- |
|
(47,724) |
|
(31,344) |
|
(63) |
|
(31,407) |
Other financial gains/(losses) |
|
(135,845) |
|
- |
|
(135,845) |
|
71,887 |
|
- |
|
71,887 |
OPERATING INCOME BEFORE TAX (1) |
|
2,680,815 |
|
1,736,091 |
|
4,416,906 |
|
1,565,493 |
|
1,156,880 |
|
2,722,370 |
Hedge Cambial (1) |
|
76 |
|
- |
|
76 |
|
(53) |
|
- |
|
(53) |
OPERATING INCOME BEFORE TAX (1) |
|
2,680,891 |
|
1,736,091 |
|
4,416,982 |
|
1,565,440 |
|
1,156,877 |
|
2,722,317 |
(1)
Includes, at Banco Comercial, the foreign exchange hedge of investment in dollars (a strategy to mitigate the tax effects and exchange
rate variation of offshore investments on net profit), the result of which is recorded in “Gains (losses) on assets and financial
liabilities” fully offset in the Tax line.
|
|
|
|
|
|
03/31/2024 |
|
|
|
|
|
12/31/2023 |
Other aggregates: |
|
Commercial Banking |
|
Global Wholesale
Banking |
|
Total |
|
Commercial Banking |
|
Global Wholesale
Banking |
|
Total |
Total assets |
|
1,034,547,813 |
|
99,577,409 |
|
1,134,125,222 |
|
1,010,503,261 |
|
105,149,515 |
|
1,115,652,776 |
Loans and advances to customers |
|
455,269,178 |
|
75,841,358 |
|
531,110,536 |
|
445,085,759 |
|
72,891,376 |
|
517,977,135 |
Customer deposits |
|
420,589,767 |
|
153,206,790 |
|
573,796,557 |
|
425,724,599 |
|
157,495,977 |
|
583,220,576 |
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 36 |
*Values expressed in thousands, except when indicated
16.
Transactions with related parties
The Bank's related
parties include, in addition to its controlled, affiliated and jointly controlled companies, the key personnel of the Bank's Management
and entities over which such key personnel may exercise significant influence or control.
Santander has
a Related Party Transactions Policy approved by the Board of Directors, which aims to ensure that all transactions specified in the policy
are carried out with the interests of Banco Santander and its shareholders in mind. The policy defines powers for approval of certain
transactions by the Board of Directors. The established rules are also applied to all employees and administrators of Banco Santander
and its subsidiaries.
Operations and
remuneration for services with related parties are carried out in the normal course of business and under commutative conditions, including
interest rates, terms and guarantees, and do not involve greater than normal collection risks or present other disadvantages.
For the period
from January to December 2024, the amount proposed by management as global compensation for administrators (Board of Directors and Executive
Board) is up to R$500,000,000 (five hundred million reais), covering fixed, variable and action-based. The proposal was subject to deliberation
at the Ordinary General Meeting (AGO) held on April 26, 2024.
The Bank has long-term
compensation programs linked to the performance of the market price of its shares, based on achieving targets.
The following
table shows the Salaries and Fees of the Board of Directors and Executive Board:
|
|
01/01 to 03/31/2024 |
|
01/01 to 03/31/2023 |
Fixed Compensation |
|
32,247 |
|
35,779 |
Variable Compensation - in cash |
|
53,650 |
|
53,791 |
Variable Compensation - in shares |
|
44,348 |
|
49,351 |
Others |
|
26,476 |
|
15,189 |
Total Short-Term Benefits |
|
156,721 |
|
154,110 |
Variable Compensation - in cash |
|
63,288 |
|
66,389 |
Variable Compensation - in shares |
|
63,779 |
|
65,825 |
Total Long-Term Benefits |
|
127,067 |
|
132,214 |
Total |
|
283,788 |
|
286,324 |
Additionally, in the period ended March 31,
2024, charges were collected on management remuneration in the amount of R$12,605 (03/31/2023 - R$11,918).
| iii) | Agreement
termination |
The termination
of the employment relationship with administrators, in the event of non-compliance with obligations or by the contractor's own will, does
not entitle them to any financial compensation and their benefits may be discontinued..
Under current legislation, no loans or advances
are granted involving:
I - Directors, members of the Board of Directors
and the Audit Committee as well as their respective spouses and relatives, up to the second degree;
II - Individuals or legal entities that participate
in the capital of Banco Santander, with more than 10%;
III - Legal entities, in which Banco Santander
holds more than 10% of the capital; It is
IV - Legal entities, in
which they hold more than 10% of the capital, 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.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 37 |
*Values expressed in thousands, except when indicated
The following table shows the direct shareholding
(common and preferred shares) on March 31, 2024 and December 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
Shares in Thousands |
|
|
|
|
|
|
|
|
|
|
|
|
03/31/2024 |
Shareholder |
|
Ordinary Shares |
|
Ordinary Shares (%) |
|
Preferred Shares |
|
Preferred Shares (%) |
|
Total Shares |
|
Total Shares (%) |
Sterrebeeck B.V. (1) |
|
1,809,583 |
|
47.4% |
|
1,733,644 |
|
47.1% |
|
3,543,227 |
|
47.3% |
Grupo Empresarial Santander, S.L. (GES) (1) |
|
1,627,891 |
|
42.6% |
|
1,539,863 |
|
41.9% |
|
3,167,754 |
|
42.2% |
Banco Santander, S.A. (1) |
|
2,696 |
|
0.1% |
|
- |
|
0.0% |
|
2,696 |
|
0.0% |
Directors (*) |
|
4,206 |
|
0.1% |
|
4,205 |
|
0.1% |
|
8,411 |
|
0.1% |
Others |
|
356,002 |
|
9.3% |
|
383,807 |
|
10.4% |
|
739,809 |
|
9.9% |
Total in Circulation |
|
3,800,378 |
|
99.5% |
|
3,661,519 |
|
99.5% |
|
7,461,897 |
|
99.5% |
Treasury Shares |
|
18,317 |
|
0.5% |
|
18,317 |
|
0.5% |
|
36,634 |
|
0.5% |
Total |
|
3,818,695 |
|
100.0% |
|
3,679,836 |
|
100.0% |
|
7,498,531 |
|
100.0% |
Free Float (2) |
|
356,002 |
|
9.3% |
|
383,807 |
|
10.4% |
|
739,809 |
|
9.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares in Thousands |
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
Shareholder |
|
Ordinary Shares |
|
Ordinary Shares (%) |
|
Preferred Shares |
|
Preferred Shares (%) |
|
Total Shares |
|
Total Shares (%) |
Sterrebeeck B.V. (1) |
|
1,809,583 |
|
47.4% |
|
1,733,644 |
|
47.1% |
|
3,543,227 |
|
47.3% |
Grupo Empresarial Santander, S.L. (GES) (1) |
|
1,627,891 |
|
42.6% |
|
1,539,863 |
|
41.9% |
|
3,167,754 |
|
42.2% |
Banco Santander, S.A. (1) |
|
2,696 |
|
0.1% |
|
- |
|
0.0% |
|
2,696 |
|
0.0% |
Directors (*) |
|
3,184 |
|
0.1% |
|
3,184 |
|
0.1% |
|
6,368 |
|
0.1% |
Others |
|
348,148 |
|
9.1% |
|
375,952 |
|
10.2% |
|
724,100 |
|
9.7% |
Total in Circulation |
|
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% |
| (1) | Companies of the Santander
Spain Group. |
| (2) | Composed 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.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 38 |
*Values expressed in thousands, except when indicated
| d) | Transactions
with related parties |
The following table presents the
transactions that occurred between the companies in the group:
|
|
|
|
|
|
|
|
|
|
Parent (1) |
Joint-controlled companies and Other Related Party (2) |
Key Management Personnel (3) |
Total |
|
|
03/31/2024 |
12/31/2023 |
03/31/2024 |
12/31/2023 |
03/31/2024 |
12/31/2023 |
03/31/2024 |
12/31/2023 |
Assets |
11,199,574 |
18,027,308 |
24,964,926 |
24,045,989 |
18,951 |
36,813 |
36,183,451 |
42,110,110 |
Derivatives Measured At Fair Value Through Profit Or Loss, Net |
2,824,783 |
4,590,150 |
207,850 |
273,338 |
- |
- |
3,032,633 |
4,863,488 |
Loans and other amounts with credit institutions - Availability and Applications in Foreign Currency (Overnight Applications) |
8,335,487 |
13,252,195 |
23,290,187 |
22,583,295 |
- |
- |
31,625,674 |
35,835,490 |
Loans and other values with customers |
39,304 |
184,963 |
1,308,498 |
1,037,303 |
9,984 |
23,463 |
1,357,786 |
1,245,729 |
Other Assets |
- |
- |
158,391 |
152,053 |
- |
- |
158,391 |
152,053 |
Warranties and Limits |
- |
- |
- |
- |
8,967 |
13,350 |
8,967 |
13,350 |
Liabilities |
(9,576,066) |
(10,812,203) |
(10,134,251) |
(8,613,955) |
(436,964) |
(407,621) |
(20,147,281) |
(19,833,779) |
Deposits from credit institutions |
(3,041,861) |
(4,484,720) |
(8,916,780) |
(7,313,483) |
- |
- |
(11,958,641) |
(11,798,203) |
Securities |
- |
- |
- |
(150,237) |
(3,337) |
(76,365) |
(3,337) |
(226,602) |
Customer deposits |
- |
- |
(981,247) |
(950,282) |
(141,585) |
(26,553) |
(1,122,832) |
(976,835) |
Other Liabilities - Dividends and Interest on Capital Payable |
- |
- |
- |
- |
- |
- |
- |
- |
Other Liabilities |
(67,846) |
(211,265) |
(236,224) |
(199,953) |
(292,042) |
(304,703) |
(596,112) |
(715,921) |
Debt Instruments Eligible for Capital |
(6,466,359) |
(6,116,218) |
- |
- |
- |
- |
(6,466,359) |
(6,116,218) |
|
|
|
|
|
|
|
|
|
|
01/01 a
03/31/2024 |
01/01 a
03/31/2023 |
01/01 a
03/31/2024 |
01/01 a
03/31/2023 |
01/01 a
03/31/2024 |
01/01 a
03/31/2023 |
01/01 a
03/31/2024 |
01/01 a
03/31/2023 |
Income |
(166,180) |
1,092,363 |
587,858 |
218,658 |
(280,564) |
(278,160) |
141,114 |
1,032,861 |
Interest and similar income - Loans and amounts due from credit institutions |
94,082 |
77,079 |
16,780 |
- |
821 |
670 |
111,683 |
77,749 |
Warranties and Limits |
- |
- |
- |
- |
4,971 |
6,192 |
4,971 |
6,192 |
Interest expense and similar charges - Customer deposits |
- |
(6,949) |
(44,947) |
(64,166) |
(285,249) |
(285,217) |
(330,196) |
(356,332) |
Fee and commission income (expense) |
(39,304) |
(34,524) |
1,031,433 |
770,352 |
(1,143) |
111 |
990,986 |
735,939 |
Gains (losses) on financial assets and liabilities and exchange differences (net) |
(107) |
1,317,123 |
(381,681) |
(360,583) |
36 |
84 |
(381,752) |
956,624 |
Administrative expenses and amortization |
(67,846) |
(43,191) |
(30,677) |
(123,590) |
- |
- |
(98,523) |
(166,781) |
Result on disposal of assets not classified as non-current assets held for sale |
- |
- |
- |
- |
- |
- |
- |
- |
Debt Instruments Eligible for Capital |
(153,005) |
(217,175) |
- |
- |
- |
- |
(153,005) |
(217,175) |
Other Administrative expenses - Donation |
- |
- |
(3,050) |
(3,355) |
- |
- |
(3,050) |
(3,355) |
(1) Controller - Banco Santander
is indirectly controlled by Banco Santander Spain (Note 1), through the subsidiaries GES and Sterrebeeck B.V.
(2) Companies listed in
note 5.
(3) Refers to the registration
in clearing accounts of Guarantees and Limits for credit operations with Key Management Personnel.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 39 |
*Values expressed in thousands, except when indicated
17.
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 be in accordance with the following
hierarchical levels:
Level 1: determined based on
public price quotations (unadjusted) in active markets for identical assets and liabilities, including public debt securities, shares,
listed derivatives.
Level 2: derived from data other
than quoted prices included in Level 1 that are observable for the asset or liability, directly (as prices) or indirectly (derived from
prices).
Level 3: are derived from valuation
techniques that include data for assets or liabilities that are not based on observable market variables (unobservable data).
Financial Assets and Liabilities
measured at fair value in profit or loss or through Other Comprehensive Income
Level 1: highly liquid bonds
and securities with observable prices in an active market are classified at level 1. Most Brazilian Government Securities were classified
at this level (mainly LTN, LFT, NTN-B and NTN-F), shares on the stock exchange and other securities traded on the active market.
Level 2: when price quotations
cannot be observed, Management, using its own internal models, makes its best estimate of the price that would be set by the market. These
models use data based on observable market parameters as an important reference. The best evidence of the fair value of a financial instrument
at initial recognition is the transaction price, unless the fair value of the instrument can be obtained from other market transactions
carried out with the same or similar instruments or can be measured using a valuation technique in which the variables used include only
observable market data, mainly interest rates. These bonds and securities are classified at level 2 of the fair value hierarchy and are
mainly composed of Public Securities (repo, LCI Cancellable and NTN) in a less liquid market than those classified at that level.
Level 3: when there is information
that is not based on observable market data, Banco Santander uses models developed internally, aiming to adequately measure the fair value
of these instruments. At level 3, instruments with low liquidity are classified mainly.
Derivatives
Level 1: derivatives traded on
stock exchanges are classified at level 1 of the hierarchy.
Level
2: for Derivatives traded over the counter, for the evaluation of financial instruments
(basically swaps and options), observable market data is normally used, such as exchange rates, interest rates, volatility, correlation
between indices and market liquidity.
When pricing the financial
instruments mentioned, the Black-Scholes model methodology is used (exchange rate options, interest rate index options, caps and floors)
and the present value method (discounting future values using curves market).
Level
3: derivatives that are not traded on an exchange and that do not have observable
information in an active market were classified as level 3, and are composed of exotic Derivatives.
The following table shows
a summary of the fair values of financial assets and liabilities in the period ended March 31, 2024 and December 31, 2023, classified
based on the various measurement methods adopted by the Bank to determine their fair value.
|
|
|
|
|
|
|
|
03/31/2024 |
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Financial Assets Measured At Fair Value Through Profit Or Loss |
|
89,495,703 |
|
125,985,614 |
|
3,979,808 |
|
219,461,125 |
Debt instruments |
|
86,500,152 |
|
8,630,071 |
|
1,411,712 |
|
96,541,935 |
Equity instruments |
|
2,995,551 |
|
996,542 |
|
34,840 |
|
4,026,933 |
Derivatives |
|
- |
|
27,570,990 |
|
1,664,965 |
|
29,235,955 |
Loans and advance to customers |
|
- |
|
2,923,536 |
|
868,291 |
|
3,791,827 |
Balances with The Brazilian Central Bank |
|
- |
|
85,864,475 |
|
- |
|
85,864,475 |
Financial Assets Measured At Fair Value Through Other Comprehensive Income |
|
54,050,870 |
|
1,690,713 |
|
2,406,250 |
|
58,147,833 |
Debt instruments |
|
54,045,273 |
|
1,690,713 |
|
2,394,830 |
|
58,130,816 |
Equity instruments |
|
5,597 |
|
- |
|
11,420 |
|
17,017 |
Hedging derivatives (assets) |
|
- |
|
23,597 |
|
- |
|
23,597 |
Financial Liabilities Measured At Fair Value Through Profit Or Loss |
|
- |
|
65,244,293 |
|
819,995 |
|
66,064,288 |
Trading derivatives |
|
- |
|
24,560,614 |
|
819,995 |
|
25,380,609 |
Short positions |
|
- |
|
35,829,061 |
|
- |
|
35,829,061 |
Debt liabilities |
|
- |
|
4,759,655 |
|
- |
|
4,759,655 |
Other financial liabilities |
|
- |
|
94,963 |
|
- |
|
94,963 |
Hedging derivatives (liabilities) |
|
- |
|
5,088 |
|
- |
|
5,088 |
|
|
|
|
|
|
|
|
|
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 40 |
*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 advance to customers |
|
- |
|
2,288,135 |
|
752,577 |
|
3,040,712 |
Balances with The Brazilian Central Bank |
|
- |
|
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 Held For Trading |
|
- |
|
48,667,180 |
|
914,261 |
|
49,581,441 |
Trading derivatives |
|
- |
|
22,849,596 |
|
914,261 |
|
23,763,857 |
Short positions |
|
- |
|
19,831,991 |
|
- |
|
19,831,991 |
Other financial liabilities |
|
- |
|
5,985,593 |
|
- |
|
5,985,593 |
Hedging derivatives (liabilities) |
|
- |
|
1,176,571 |
|
- |
|
1,176,571 |
Level 3 Fair Value
Movements
The following tables demonstrate
the movements that occurred during the periods from March 31, 2024 to 2023 for financial assets and liabilities classified as Level 3
in the fair value hierarchy:
|
|
Fair Value
12/31/2022 |
|
Gains/ losses (Realized/Not Realized) |
|
Transfers to Level 3 |
|
Additions / Low |
|
Fair value 03/31/2024 |
Financial assets measured at fair value through profit or loss |
|
6,568,685 |
|
436,693 |
|
(2,628,260) |
|
(397,310) |
|
3,979,808 |
Financial assets measured at fair value through other comprehensive income |
|
2,610,638 |
|
(12,302) |
|
(192,086) |
|
- |
|
2,406,250 |
Financial liabilities measured at fair value through profit or loss held for trading |
|
914,261 |
|
(171,288) |
|
91,504 |
|
(14,482) |
|
819,995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
12/31/2021 |
|
Gains/ losses (Realized/Not Realized) |
|
Transfers to Level 3 |
|
Additions / Low |
|
Fair value 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 through profit or loss held for trading |
|
233,762 |
|
(109,800) |
|
384,082 |
|
406,217 |
|
914,261 |
Fair value movements
linked to credit risk
Changes in fair value
attributable to changes in credit risk are determined based on changes in the prices of credit default swaps compared to similar obligations
of the same obligor when such prices are observable, as these credit default swaps better reflect the market's assessment of the credit
risks for a specific financial asset. When such prices are not observable, changes in fair value attributable to changes in credit risk
are determined as the total amount of changes in fair value not attributable to changes in the basic interest rate or other observed market
rates. In the absence of specific observable data, this approach provides a reasonable approximation of the changes attributable to credit
risk, as it estimates the margin change above the reference value that the market may require for the financial asset.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 41 |
*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 financial assets measured at amortized cost.
In the same sense, the Bank's financial
liabilities - except financial liabilities for trading and those measured at fair value - are valued 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 values of the Bank's financial assets measured at a value other than their fair value and their respective fair values on
March 31, 2024 and December 31, 2023:
|
|
|
|
|
|
|
|
|
|
03/31/2024 |
Assets |
|
Accounting Value |
|
Fair Value |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Cash and Balances with the Brazilian Central Bank |
|
21,136,129 |
|
21,136,129 |
|
21,136,129 |
|
- |
|
- |
Loans and amounts due from credit institutions |
|
25,442,680 |
|
25,442,680 |
|
- |
|
3,435,510 |
|
22,007,170 |
Loans and advances to customers |
|
527,318,709 |
|
525,921,131 |
|
- |
|
- |
|
525,921,131 |
Debt instruments |
|
95,870,626 |
|
96,634,667 |
|
35,396,368 |
|
4,657,308 |
|
56,580,991 |
Balances with The Brazilian Central Bank |
|
84,105,863 |
|
84,105,863 |
|
- |
|
84,105,863 |
|
- |
Total |
|
753,874,007 |
|
753,240,470 |
|
56,532,497 |
|
92,198,681 |
|
604,509,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
Assets |
|
Accounting Value |
|
Fair Value |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Cash and Balances with the Brazilian Central Bank |
|
23,122,550 |
|
23,122,550 |
|
23,122,550 |
|
- |
|
- |
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 |
Balances with The Brazilian Central Bank |
|
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 values of the Bank's financial liabilities measured at a value other than fair value and their respective fair values
on March 31, 2024 and December 31, 2023:
|
|
|
|
|
|
|
|
|
|
03/31/2024 |
Liabilities |
|
Accounting Value |
|
Fair Value |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Financial Liabilities at Measured Amortized Cost: |
|
|
|
|
|
|
|
|
|
|
Deposits of Brazil's Central Bank and deposits of credit institutions |
|
119,279,652 |
|
119,279,652 |
|
- |
|
17,515,778 |
|
101,763,874 |
Customer deposits |
|
573,796,557 |
|
573,215,619 |
|
- |
|
90,573,555 |
|
482,642,064 |
Marketable debt securities |
|
126,917,436 |
|
127,850,131 |
|
- |
|
- |
|
127,850,131 |
Debt instruments eligible capital |
|
20,394,912 |
|
20,394,912 |
|
- |
|
- |
|
20,394,912 |
Other financial liabilities |
|
73,579,221 |
|
73,579,221 |
|
- |
|
- |
|
73,579,221 |
Total |
|
913,967,778 |
|
914,319,535 |
|
- |
|
108,089,333 |
|
806,230,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
Liabilities |
|
Accounting Value |
|
Fair Value |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Financial Liabilities at Measured Amortized Cost: |
|
|
|
|
|
|
|
|
|
|
Deposits of Brazil's Central Bank and deposits of credit institutions |
|
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 |
Total |
|
910,550,506 |
|
909,727,671 |
|
- |
|
118,798,021 |
|
790,929,650 |
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 42 |
*Values expressed in thousands, except when indicated
The methods and assumptions used to estimate fair
value are defined below:
Loans and other amounts with credit
institutions and customers – The fair value is estimated by groups of similar credit operations. The fair value of the loans
was determined by discounting the cash flows using the interest rates of the new contracts. That is, the future cash flow of the current
credit portfolio is estimated based on contractual rates, and then spreads based on new loans are incorporated into the risk-free yield
curve in order to calculate the value fairness of the credit portfolio. In terms of behavioral hypotheses, it is important to highlight
that the prepayment rate is applied to the credit portfolio.
Deposits from the Central Bank of Brazil
and deposits from credit institutions and customers – The fair value of deposits was calculated by discounting the difference
between cash flows under contractual conditions and the rates currently practiced in the market for instruments with similar maturities.
The fair value of variable rate term deposits was considered to be close to their book value.
Obligations for bonds and securities
– The fair values of these items were estimated by calculating discounted cash flow using interest rates offered in the market
for obligations with similar terms and maturities.
Debt Instruments Eligible for Capital
– refer to the transaction fully agreed with a related party, in the context of the Capital Optimization Plan, whose book value
is similar to the fair value.
Other financial liabilities –
according to the explanatory note, substantially include amounts to be transferred arising from credit card operations, transactions
pending settlement and dividends and interest on equity payable, whose book value is similar to its fair value.
The evaluation techniques used to estimate
each level are defined in note 1.c.2.1.i.
Management revisited the criteria assigned
to classify the fair value level of assets and liabilities measured at amortized cost, presented exclusively for disclosure purposes,
and concluded that they best fit into level 3 in light of observable market data.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 43 |
*Values expressed in thousands, except when indicated
18.
Other disclosures
a)
Derivative Financial Instruments
The main risk factors of the Derivative instruments
assumed are related to exchange rates, interest rates and variable income. In managing this and other market risk factors, practices are
used that include measuring and monitoring the use of limits previously defined in internal committees, the value at risk of portfolios,
sensitivities to fluctuations in interest rates, exposure exchange rate, liquidity gaps, among other practices that allow the control
and monitoring of risks, which can affect Banco Santander's positions in the various markets where it operates. Based on this management
model, the Bank has managed, with the use of operations involving Derivative instruments, to optimize the risk-benefit relationship even
in situations of great volatility.
The fair value of Derivatives financial instruments
is determined through market price quotations. The fair value of swaps is determined using 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 using methodologies similar to those described for swaps. The fair value of options is determined based on mathematical
models, such as Black & Scholes, implied volatilities and the fair value of the corresponding asset. Current market prices are used
to price volatilities. For Derivatives that do not have prices directly published by exchanges, the fair price is obtained through pricing
models that use market information, inferred from published prices of more liquid assets. From these prices, interest curves and market
volatilities are extracted, which serve as input data for the models.
I) Summary of Derivative Financial Instruments
Below, composition of
the portfolio of Derivative Financial Instruments (Assets and Liabilities) by type of instrument, demonstrated by its market value:
|
|
03/31/2024 |
|
12/31/2023 |
|
|
Assets |
|
Liabilities |
|
Assets |
|
Liabilities |
Swap Differentials Receivable |
|
10,668,826 |
|
10,459,145 |
|
12,360,719 |
|
13,226,716 |
Option Premiums to Exercise |
|
2,472,865 |
|
2,329,913 |
|
2,635,506 |
|
2,685,361 |
Forward Contracts and Other |
|
16,117,861 |
|
12,596,639 |
|
14,298,496 |
|
9,028,351 |
Total |
|
29,259,552 |
|
25,385,697 |
|
29,294,721 |
|
24,940,428 |
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 44 |
*Values expressed in thousands, except when indicated
II) Derivative
Financial Instruments Registered in Clearing and Equity Accounts
|
|
|
|
|
|
03/31/2024 |
|
|
|
|
|
12/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading |
|
Notional (1) |
|
Curve Value |
|
Fair Value |
|
Notional (1) |
|
Curve Value |
|
Fair Value |
Swap |
|
766,500,651 |
|
(1,737,605) |
|
209,681 |
|
811,921,799 |
|
(1,927,123) |
|
(865,997) |
Asset |
|
381,084,196 |
|
7,145,076 |
|
10,668,826 |
|
402,812,781 |
|
9,193,215 |
|
12,360,719 |
Fees |
|
183,725,876 |
|
4,251,120 |
|
5,262,396 |
|
188,604,258 |
|
5,054,833 |
|
6,383,261 |
Indexed to Foreign Currency |
|
195,919,120 |
|
2,893,083 |
|
5,405,749 |
|
212,970,458 |
|
4,136,463 |
|
5,977,193 |
Other |
|
1,439,200 |
|
873 |
|
681 |
|
1,238,065 |
|
1,919 |
|
265 |
Liabilities |
|
385,416,455 |
|
(8,882,681) |
|
(10,459,145) |
|
409,109,018 |
|
(11,120,338) |
|
(13,226,716) |
Fees |
|
261,309,144 |
|
(7,881,581) |
|
(8,163,543) |
|
262,437,458 |
|
(9,117,639) |
|
(9,680,343) |
Indexed to Foreign Currency |
|
120,903,128 |
|
(894,893) |
|
(1,979,294) |
|
143,788,702 |
|
(1,907,489) |
|
(3,332,851) |
Other |
|
3,204,183 |
|
(106,207) |
|
(316,308) |
|
2,882,857 |
|
(95,211) |
|
(213,522) |
Options |
|
593,495,673 |
|
(918,294) |
|
142,952 |
|
857,662,210 |
|
(1,112,873) |
|
(49,854) |
Purchased Position |
|
287,747,908 |
|
2,136,262 |
|
2,472,865 |
|
419,095,675 |
|
2,252,815 |
|
2,635,506 |
Call Option - Foreign Currency |
|
9,702,468 |
|
540,592 |
|
271,653 |
|
7,711,827 |
|
497,534 |
|
426,074 |
Put Option - Foreign Currency |
|
5,209,000 |
|
391,342 |
|
403,821 |
|
5,326,447 |
|
408,144 |
|
489,785 |
Call Option - Other |
|
30,156,296 |
|
611,776 |
|
1,278,532 |
|
89,142,771 |
|
661,536 |
|
1,183,084 |
Interbank Market |
|
3,833,149 |
|
265,322 |
|
907,052 |
|
3,729,452 |
|
217,219 |
|
265,824 |
Other (2) |
|
26,323,147 |
|
346,454 |
|
371,480 |
|
85,413,319 |
|
444,318 |
|
917,261 |
Put Option - Other |
|
242,680,144 |
|
592,552 |
|
518,859 |
|
316,914,629 |
|
685,600 |
|
536,563 |
Interbank Market |
|
160,954 |
|
51,276 |
|
43,056 |
|
543,157 |
|
46,852 |
|
30,439 |
Other (2) |
|
242,519,190 |
|
541,276 |
|
475,803 |
|
316,371,471 |
|
638,748 |
|
506,124 |
Sold Position |
|
305,747,765 |
|
(3,054,556) |
|
(2,329,913) |
|
438,566,535 |
|
(3,365,688) |
|
(2,685,361) |
Call Option - US Dollar |
|
4,295,916 |
|
(305,821) |
|
(228,067) |
|
3,453,152 |
|
(288,349) |
|
(466,324) |
Put Option - US Dollar |
|
5,717,815 |
|
(303,653) |
|
(309,595) |
|
4,642,411 |
|
(288,799) |
|
(431,952) |
Call Option - Other |
|
38,605,632 |
|
(1,843,442) |
|
(1,176,025) |
|
113,106,162 |
|
(2,029,924) |
|
(999,258) |
Interbank Market |
|
17,707,308 |
|
(1,553,226) |
|
(1,002,425) |
|
17,295,280 |
|
(1,479,724) |
|
(710,121) |
Other (2) |
|
20,898,324 |
|
(290,216) |
|
(173,600) |
|
95,810,882 |
|
(550,201) |
|
(289,137) |
Put Option - Other |
|
257,128,402 |
|
(601,640) |
|
(616,226) |
|
317,364,811 |
|
(758,616) |
|
(787,826) |
Interbank Market |
|
232,033 |
|
(35,147) |
|
(89,175) |
|
370,221 |
|
(24,912) |
|
(23,004) |
Other (2) |
|
256,896,369 |
|
(566,493) |
|
(527,051) |
|
316,994,590 |
|
(733,703) |
|
(764,822) |
Futures Contracts |
|
365,818,358 |
|
- |
|
- |
|
325,170,914 |
|
- |
|
- |
Purchased Position |
|
183,805,119 |
|
- |
|
- |
|
164,682,752 |
|
- |
|
- |
Exchange Coupon (DDI) |
|
55,290,167 |
|
- |
|
- |
|
41,331,942 |
|
- |
|
- |
Interest Rates (DI1 and DIA) |
|
78,315,614 |
|
- |
|
- |
|
48,254,715 |
|
- |
|
- |
Foreign Currency |
|
50,007,617 |
|
- |
|
- |
|
68,838,058 |
|
- |
|
- |
Indexes (3) |
|
191,721 |
|
- |
|
- |
|
5,269,712 |
|
- |
|
- |
Treasury Bonds/Notes |
|
- |
|
- |
|
- |
|
988,325 |
|
- |
|
- |
Sold Position |
|
182,013,239 |
|
- |
|
- |
|
160,488,162 |
|
- |
|
- |
Exchange Coupon (DDI) |
|
55,290,167 |
|
- |
|
- |
|
41,331,942 |
|
- |
|
- |
Interest Rates (DI1 and DIA) |
|
78,966,996 |
|
- |
|
- |
|
48,339,061 |
|
- |
|
- |
Foreign Currency |
|
47,564,355 |
|
- |
|
- |
|
64,559,123 |
|
- |
|
- |
Indexes (3) |
|
191,721 |
|
- |
|
- |
|
5,269,712 |
|
- |
|
- |
Treasury Bonds/Notes |
|
- |
|
- |
|
- |
|
988,325 |
|
- |
|
- |
Forward Contracts and Other |
|
340,414,380 |
|
1,810,583 |
|
3,521,222 |
|
331,009,278 |
|
3,288,881 |
|
5,270,142 |
Purchased Position |
|
171,438,173 |
|
3,209,982 |
|
16,117,861 |
|
167,191,252 |
|
17,249,113 |
|
14,298,496 |
Currencies |
|
135,137,727 |
|
2,359,820 |
|
2,869,672 |
|
134,610,617 |
|
17,042,331 |
|
4,932,719 |
Other |
|
36,300,446 |
|
850,162 |
|
13,248,189 |
|
32,580,636 |
|
206,782 |
|
9,365,777 |
Sold Position |
|
168,976,207 |
|
(1,399,399) |
|
(12,596,639) |
|
163,818,026 |
|
(13,960,232) |
|
(9,028,351) |
Currencies |
|
133,816,648 |
|
(1,038,741) |
|
(1,149,205) |
|
130,779,288 |
|
(13,211,003) |
|
(1,766,190) |
Other |
|
35,159,559 |
|
(360,658) |
|
(11,447,434) |
|
33,038,737 |
|
(749,229) |
|
(7,262,161) |
(1) Nominal value of updated contracts.
(2) Includes index options, mainly options
involving US Treasury, stocks and stock indices.
(3)
Includes Bovespa and S&P indices.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 45 |
*Values expressed in thousands, except when indicated
III) Derivatives Financial Instruments
by Counterparty, Opening by Maturity and Trading Market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional |
|
|
|
|
|
|
|
|
|
|
By Counterparty |
|
|
|
|
|
By Maturity |
|
|
|
By Market Trading |
|
|
|
|
|
|
|
|
03/31/2024 |
|
12/31/2023 |
|
|
|
|
|
03/31/2024 |
|
|
|
03/31/2024 |
|
|
|
|
Related |
|
Financial |
|
|
|
|
|
Up to |
|
From 3 to |
|
Over |
|
Stock exchange (2) |
|
Over the counter (3) |
|
|
Customers |
|
Parties |
|
Institutions (1) |
|
Total |
|
Total |
|
3 Months |
|
12 Months |
|
12 Months |
|
|
Swap |
|
186,812,940 |
|
234,907,204 |
|
344,780,507 |
|
766,500,651 |
|
811,921,799 |
|
70,996,770 |
|
183,353,037 |
|
512,150,844 |
|
88,669,020 |
|
677,831,631 |
Options |
|
37,995,450 |
|
2,623,566 |
|
552,876,657 |
|
593,495,673 |
|
857,662,210 |
|
34,340,964 |
|
501,860,099 |
|
57,294,610 |
|
513,561,309 |
|
79,934,364 |
Futures Contracts |
|
- |
|
- |
|
365,818,358 |
|
365,818,358 |
|
325,170,914 |
|
319,781,995 |
|
29,093,267 |
|
16,943,096 |
|
365,818,358 |
|
- |
Forward Contracts and Other |
|
169,461,046 |
|
114,919,651 |
|
56,033,683 |
|
340,414,380 |
|
331,009,278 |
|
187,614,277 |
|
108,225,821 |
|
44,574,282 |
|
22,447,355 |
|
317,967,025 |
(1) Includes operations that have as counterparty
B3 S.A. - Brasil, Bolsa, Balcão (B3) and other stock and commodity exchanges.
(2) Includes values traded on B3.
(3) It consists of operations that are
included in registration chambers, in accordance with Bacen regulations.
IV) Accounting Hedge
The Bank, in the normal course of its operations,
is exposed to market risks that generate accounting asymmetries or volatility in its accounting results. To eliminate these asymmetries
or reduce volatility, the Bank uses Derivative financial instrument contracts (Swap and Futures) that are designated as fair value or
cash flow Hedge Accounting structures.
IV.I) Fair Value Hedge
The Bank's fair value
hedge strategy aims to protect the fair value of assets and liabilities, resulting from fluctuations in the reference interest rate (CDI,
SELIC, SOFR); in currency fluctuations (Exchange Risk) and/or in price index fluctuations (IPCA, etc.). The Bank monitors each hedge structure,
evaluating its effectiveness as determined by IAS 39.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/31/2024 |
Strategies |
Adjustment to Value Market |
|
Market Value |
|
Notional |
Fair Value Coverage |
Objects (1) |
|
Instruments (1) |
|
Objects (1) |
|
Instruments (1) |
|
Objects (1) |
|
Instruments (1) |
Swap Agreements |
217,473 |
|
239,498 |
|
226,121 |
|
237,730 |
|
8,648 |
|
(1,768) |
Hegde of Credit Operations |
217,473 |
|
239,498 |
|
226,121 |
|
237,730 |
|
8,648 |
|
(1,768) |
Futures Contracts |
23,957,385 |
|
27,479,024 |
|
20,787,625 |
|
27,490,503 |
|
(3,169,760) |
|
11,479 |
Hegde of Credit Operations |
8,676,140 |
|
14,675,477 |
|
8,058,659 |
|
14,676,711 |
|
(617,481) |
|
1,234 |
Hegde of Securities |
2,732,312 |
|
2,966,734 |
|
2,717,316 |
|
2,973,316 |
|
(14,996) |
|
6,582 |
Funding Hedge |
12,548,933 |
|
9,836,813 |
|
10,011,650 |
|
9,840,476 |
|
(2,537,283) |
|
3,663 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 46 |
*Values expressed in thousands, except when indicated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
Strategies |
Adjustment to Value Market |
|
Market Value |
|
Notional |
Fair Value Coverage |
Objects (1) |
|
Instruments (1) |
|
Objects (1) |
|
Instruments (1) |
|
Objects (1) |
|
Instruments (1) |
Swap Agreements |
272,805 |
|
288,766 |
|
410,884 |
|
472,134 |
|
138,079 |
|
183,368 |
Hegde of Credit Operations |
272,805 |
|
288,766 |
|
410,884 |
|
472,134 |
|
138,079 |
|
183,368 |
Futures Contracts |
28,817,259 |
|
25,701,246 |
|
25,281,294 |
|
25,845,754 |
|
(3,535,965) |
|
144,508 |
Hegde of Credit Operations |
15,593,616 |
|
12,759,016 |
|
13,303,537 |
|
15,256,030 |
|
(2,290,079) |
|
2,497,014 |
Hegde of Securities |
579,793 |
|
2,496,723 |
|
1,203,542 |
|
1,006,921 |
|
623,749 |
|
(1,489,802) |
Funding Hedge |
12,643,850 |
|
10,445,507 |
|
10,774,215 |
|
9,582,803 |
|
(1,869,635) |
|
(862,704) |
(1) Credit values refer to active operations
and debit operations to passive operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/31/2024 |
|
12/31/2023 |
|
Up to |
|
From 3 to |
|
Above |
|
|
|
|
Strategies |
3 Month |
|
12 Months |
|
12 Months |
|
Total |
|
Total |
Fair Value Hedge |
|
|
|
|
|
|
|
|
|
Swap Contracts |
- |
|
- |
|
239,498 |
|
239,498 |
|
288,766 |
Credit Operations Hedge |
- |
|
- |
|
239,498 |
|
239,498 |
|
288,766 |
Futures Contracts |
4,164,460 |
|
6,558,285 |
|
16,756,279 |
|
27,479,024 |
|
25,701,246 |
Hegde of Securities |
4,164,460 |
|
4,784,562 |
|
5,726,455 |
|
14,675,477 |
|
12,759,016 |
Securities Hedge |
- |
|
185,581 |
|
2,781,153 |
|
2,966,734 |
|
2,496,723 |
Hedge of Funding |
- |
|
1,588,142 |
|
8,248,671 |
|
9,836,813 |
|
10,445,507 |
IV.II) Cash Flow Hedge
The Bank's cash flow hedging strategies
consist of hedging exposure to changes in cash flows, interest payments and exchange rate exposure, which are attributable to changes
in interest rates relating to recognized assets and liabilities and changes of exchange rates of unrecognized assets and liabilities.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 47 |
*Values expressed in thousands, except when indicated
In cash flow hedges, the effective portion
of the variation in the value of the hedging instrument is temporarily recognized in equity under the caption "Other comprehensive
income - cash flow hedges" (Note 25) until the forecast transactions occur, when then this portion is recognized in the consolidated
statements of income, except, if the anticipated transactions result in the recognition of non-financial assets or liabilities, this portion
will be included in the cost of the financial asset or liability.
|
|
|
|
03/31/2024 |
|
|
|
12/31/2023 |
Hedge Structure |
|
|
|
Effective Portion Accumulated |
|
|
|
Effective Portion Accumulated |
CDB |
|
|
|
(95,210) |
|
|
|
(69,919) |
Total |
|
|
|
(95,210) |
|
|
|
(69,919) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/31/2024 |
Strategies |
Adjustment to Value Market |
|
Market Value |
|
Notional |
Cash Flow Hedge |
Objects (1) |
|
Instruments (1) |
|
Objects (1) |
|
Instruments (1) |
|
Objects (1) |
|
Instruments (1) |
Futures Contracts |
18,158,062 |
|
19,046,355 |
|
19,692,159 |
|
18,923,523 |
|
1,534,097 |
|
(122,832) |
Hegde of Credit Operations |
1,051,041 |
|
2,515,704 |
|
1,076,679 |
|
2,490,314 |
|
25,638 |
|
(25,390) |
Hegde of Securities |
9,784,438 |
|
8,363,643 |
|
9,739,580 |
|
8,280,803 |
|
(44,858) |
|
(82,840) |
Funding Hedge |
7,322,583 |
|
8,167,008 |
|
8,875,900 |
|
8,152,406 |
|
1,553,317 |
|
(14,602) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2023 |
Strategies |
Adjustment to Value Market |
|
Market Value |
|
Notional |
Cash Flow Hedge |
Objects (1) |
|
Instruments (1) |
|
Objects (1) |
|
Instruments (1) |
|
Objects (1) |
|
Instruments (1) |
Swap Agreements |
13,176,910 |
|
10,807,983 |
|
12,712,510 |
|
10,260,273 |
|
(464,400) |
|
(547,710) |
Hedge of Securities |
13,176,910 |
|
10,807,983 |
|
12,712,510 |
|
10,260,273 |
|
(464,400) |
|
(547,710) |
Futures Contracts |
24,612,842 |
|
18,630,833 |
|
23,285,729 |
|
19,024,696 |
|
(1,327,113) |
|
393,863 |
Hegde of Credit Operations |
7,619,634 |
|
2,431,537 |
|
4,514,260 |
|
2,433,675 |
|
(3,105,374) |
|
2,138 |
Hegde of Securities |
9,525,807 |
|
8,228,328 |
|
9,990,858 |
|
8,523,016 |
|
465,051 |
|
294,688 |
Funding Hedge |
7,467,401 |
|
7,970,968 |
|
8,780,611 |
|
8,068,005 |
|
1,313,210 |
|
97,037 |
(*) The Bank has cash flow hedging strategies,
the objects of which are assets in its portfolio, which is why we demonstrate the passive side of the respective instruments. For structures
whose instruments are futures, we demonstrate the notional balance, recorded in a clearing account.
(1) Credit values refer to active operations
and debt operations to passive operations.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 48 |
*Values expressed in thousands, except when indicated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/31/2024 |
|
12/31/2023 |
|
Up to |
|
From 3 to |
|
Above |
|
|
|
|
Strategies |
3 Month |
|
12 Months |
|
12 Months |
|
Total |
|
Total |
Cash Flow Hedge |
|
|
|
|
|
|
|
|
|
Swap Agreements |
- |
|
- |
|
- |
|
- |
|
(547,710) |
Securities Hedge |
- |
|
- |
|
- |
|
- |
|
(547,710) |
Futures Contracts |
- |
|
13,792,244 |
|
5,254,111 |
|
19,046,355 |
|
393,863 |
Hegde of Securities |
- |
|
2,515,704 |
|
- |
|
2,515,704 |
|
2,138 |
Securities Hedge |
- |
|
3,109,532 |
|
5,254,111 |
|
8,363,643 |
|
294,688 |
Hedge of Funding |
- |
|
8,167,008 |
|
- |
|
8,167,008 |
|
97,037 |
In the Bank and Consolidated, the effect of
marking to market of active swap and futures contracts was settled on 12/31/2023 (the value on 12/31/2023 - R$337).
V) Credit Derivatives Information
Banco Santander uses credit
derivatives with the aim of managing counterparty risk and meeting the demands of its customers, carrying out purchase and sale protection
operations through credit default swaps and total return swaps, primarily related to securities with Brazilian sovereign risk.
Total Return Swaps – TRS
These are credit derivatives
where the return of the reference obligation is exchanged for a cash flow and in which, upon the occurrence of a credit event, the protection
buyer usually has the right to receive from the protection seller the equivalent of the difference between the updated value and fair
value (market value) of the reference obligation on the contract settlement date.
Credit Default Swaps – CDS
These are credit derivatives
where, upon the occurrence of a credit event, the protection buyer has the right to receive from the protection seller the equivalent
of the difference between the face value of the CDS contract and the fair value (market value) of the reference obligation on the contract
settlement date. In return, the seller receives remuneration for selling the protection.
Below, composition of the Credit
Derivatives portfolio demonstrated by its reference value and effect on the calculation of Required Net Equity (PLE).
|
|
|
|
|
|
|
|
Notional |
|
|
|
|
03/31/2024 |
|
|
|
12/31/2023 |
|
|
Retained Risk - Total Rate of Return Swap |
|
Transferred Risk - Credit Swap |
|
Retained Risk - Total Rate of Return Swap |
|
Transferred Risk - Credit Swap |
Credit Swaps |
|
3,567,211 |
|
11,230,648 |
|
3,456,614 |
|
10,293,916 |
Total |
|
3,567,211 |
|
11,230,648 |
|
3,456,614 |
|
10,293,916 |
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 49 |
*Values expressed in thousands, except when indicated
During the period, there was no credit
event related to taxable events provided for in the contracts.
|
|
|
|
03/31/2024 |
|
|
|
12/31/2023 |
Maximum Potential for Future Payments - Gross |
|
Over 12 Months |
|
Total |
|
Over 12 Months |
|
Total |
Per Instrument: CDS |
|
14,797,859 |
|
14,797,859 |
|
13,750,530 |
|
13,750,530 |
Per Risk Classification: Below Investment Grade |
|
14,797,859 |
|
14,797,859 |
|
13,750,530 |
|
13,750,530 |
Per Reference Entity: Brazilian Government |
|
14,797,859 |
|
14,797,859 |
|
13,750,530 |
|
13,750,530 |
VI)
Derivative Financial Instruments - Margins Pledged as Guarantee
The margin given as a
guarantee for operations negotiated on B3 with its own and third-party Derivative financial instruments is made up of federal public bonds.
|
|
|
|
|
|
03/31/2024 |
|
12/31/2023 |
Financial Treasury Bill - LFT |
|
|
|
|
|
21,538,260 |
|
20,960,140 |
National Treasury Bill - LTN |
|
|
|
|
|
2,703,058 |
|
2,122,045 |
National Treasury Notes - NTN |
|
|
|
|
|
4,742,665 |
|
4,988,403 |
Total |
|
|
|
|
|
28,983,983 |
|
28,070,588 |
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 50 |
*Values expressed in thousands, except when indicated
b)
Financial instruments - Sensitivity analysis
Risk management is focused
on portfolios and risk factors, in accordance with Bacen regulations and good international practices.
Financial instruments
are segregated into trading portfolios (Trading Book) and banking portfolio (Banking Book), as carried out in the management of market
risk exposure, in accordance with best market practices and operation classification and management criteria. capital of the Central Bank
of Brazil. The trading portfolio consists of all transactions with financial instruments and commodities, including Derivatives, held
with the intention of trading. The banking portfolio consists of structural operations arising from Banco Santander's various business
lines and their possible hedges. Therefore, according to the nature of Banco Santander's activities, the sensitivity analysis was divided
between the trading and banking portfolios.
Banco Santander carries
out sensitivity analysis of financial instruments in accordance with CVM Instruction No. 2/20, considering market information and scenarios
that would negatively affect the Bank's positions.
The summary tables presented
below summarize sensitivity values generated by Banco Santander's corporate systems, referring to the trading portfolio and banking portfolio,
for each of the portfolio scenarios on March 31, 2024.
Trading Portfolio |
|
|
|
|
|
|
|
Consolidated |
Risk Factor |
|
Description |
|
Scenario 1 |
|
Scenario 2 |
|
Scenario 3 |
Interest Rate - Real |
|
Exposures subject to variation in fixed interest rates |
|
(13,405) |
|
(337,118) |
|
(674,235) |
Coupon Interest Rate |
|
Exposures subject to variation in interest rate coupon rates |
(89) |
|
(1,431) |
|
(2,863) |
Inflation |
|
Exposures subject to variation in price index coupon rates |
(5,482) |
|
(20,561) |
|
(41,121) |
Coupon - US Dollar |
|
Exhibitions subject to variation in the dollar coupon rate |
(908) |
|
(8,112) |
|
(16,223) |
Coupon - Other Currencies |
|
Exposures subject to variation in foreign currency coupon rates |
(1,034) |
|
(8,779) |
|
(17,558) |
Foreign Currency |
|
Exposures subject to Foreign Exchange |
|
(1,018) |
|
(25,441) |
|
(50,882) |
Eurobond/Treasury/Global |
|
Exposures subject to variation in the interest rate of securities traded on the international market |
(1,907) |
|
(17,516) |
|
(35,031) |
Shares and Indexes |
|
Exposures subject to Change in Shares Price |
|
(370) |
|
(9,256) |
|
(18,511) |
Commodities |
|
Exposures subject to Change in Commodity Price |
|
(114) |
|
(2,850) |
|
(5,701) |
Total (1) |
|
|
|
(24,327) |
|
(431,064) |
|
(862,125) |
(1)
Amounts net of tax effects.
Scenario 1: shock
of +10bps in interest curves and 1% for price changes (currencies);
Scenario 2: shock
of +25% and -25% in all risk factors, considering the largest losses per risk factor.
Scenario 3: shock
of +50% and -50% in all risk factors, considering the largest losses per risk factor.
Banking Portfolio |
|
|
|
|
|
|
|
Consolidated |
Risk Factor |
|
Description |
|
Scenario 1 |
|
Scenario 2 |
|
Scenario 3 |
Interest Rate - Real |
|
Exposures subject to Changes in Interest Fixed Rate |
|
(65,699) |
|
(1,894,602) |
|
(4,317,017) |
TR and Long-Term Interest Rate - (TJLP) |
Exposures subject to Change in Exchange TR and TJLP
|
(28,261) |
|
(796,939) |
|
(1,729,588) |
Inflation |
|
Exposures subject to Change in Coupon Rates of Price Indexes |
(34,362) |
|
(466,449) |
|
(867,745) |
Coupon - US Dollar |
|
Exposures subject to Changes in Coupon US Dollar Rate |
(5,351) |
|
(124,423) |
|
(236,994) |
Coupon - Other Currencies |
|
Exposures subject to Changes in Coupon Foreign Currency Rate |
(1,489) |
|
(21,905) |
|
(43,876) |
Interest Rate Markets International |
Exposures subject to Changes in Interest Rate Negotiated Roles in International Market |
(32,862) |
|
(543,739) |
|
(1,138,531) |
Foreign Currency |
|
Exposures subject to Foreign Exchange |
|
1,158 |
|
28,941 |
|
57,881 |
Total (1) |
|
|
|
(166,866) |
|
(3,819,116) |
|
(8,275,870) |
(1) Values calculated based on the consolidated
information of the institutions.
Scenario 1: shock of +10bps in
interest curves and 1% for price changes (currencies);
Scenario 2: shock of +25% and -25%
in all risk factors, considering the largest losses per risk factor.
Scenario 3: shock of +50% and -50%
in all risk factors, considering the largest losses per risk factor.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 51 |
*Values expressed in thousands, except when indicated
c)
Funds managed and administered not recorded on the balance sheet
The Santander Conglomerate has funds under
management, in which it does not have a significant stake, does not act as "main" and does not hold shares in these Funds. Based
on the contractual relationship that governs the management of such funds, the third parties who hold the shareholding are those who are
exposed, or have rights, to variable returns and have the ability to affect these returns through decision-making power. Furthermore,
the Bank, as manager of the funds, acts in the analysis of remuneration regimes, which are proportional to the service provided and, therefore,
acts as "main".
The funds managed by the Santander Conglomerate
not recorded on the balance sheet are as follows:
|
|
03/31/2024 |
|
12/31/2023 |
Funds under management |
|
8,131,218 |
|
11,871,919 |
Managed funds |
|
299,185,333 |
|
291,736,828 |
Total |
|
307,316,551 |
|
303,608,747 |
d)
Securities held by third parties in custody
On March 31, 2024 and December 31, 2023,
the Bank held in custody debt securities and third-party securities totaling R$ 70,039,990 and R$ 80,174,807 respectively.
19.
Subsequent Events
a) Distribution of Interest on Equity
At a meeting held on April 10, 2024, Banco
Santander's Board of Directors presented the proposal of the Company's Executive Board, ad referendum of the Annual General Meetings to
be held until May 15, 2024, respectively, for the declaration and payment of Interest on Shareholders' Equity, pursuant to Articles 17,
item XVIII and 37, paragraph 2 of the Company's Bylaws based on the results of the quarter ended March 31, 2024, in the gross amount of
R$ 1,500,000,000.00 (one billion five hundred million reais). Interest on Shareholders' Equity will be fully imputed to the mandatory
dividends to be distributed by the Company for the 2024 fiscal year.
b) Increase in the Company’s Share Capital
At the Ordinary and Extraordinary General
Meeting held on April 26, 2024, the increase in the Company's share capital was approved in the total amount of R$ 10,000,000,000.00 (ten
billion reais), increasing from the current R$ 55,000,000,000, 00 (fifty-five billion reais) to R$65,000,000,000.00 (sixty-five billion
reais), without the issuance of new shares, through the capitalization of part of the balance of the Company's Dividend Equalization Reserve.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 52 |
*Values expressed in thousands, except when indicated
APPENDIX
I – Condensed Consolidated Statement of Added Value
|
|
01/01 to 03/31/2024 |
|
01/01 to 03/31/2023 |
Interest and similar income |
|
32,603,990 |
|
|
|
32,149,175 |
|
|
Fee and commission income (net) |
|
3,929,870 |
|
|
|
3,996,412 |
|
|
Impairment losses on financial assets (net) |
|
(6,799,369) |
|
|
|
(8,046,965) |
|
|
Other income and expense |
|
557,456 |
|
|
|
1,298,274 |
|
|
Interest expense and similar charges |
|
(19,217,062) |
|
|
|
(19,590,183) |
|
|
Third-party input |
|
(2,015,929) |
|
|
|
(2,058,270) |
|
|
Materials, energy and other |
|
(223,787) |
|
|
|
(204,622) |
|
|
Third-party services |
|
(1,414,409) |
|
|
|
(1,499,215) |
|
|
Impairment of assets |
|
(47,724) |
|
|
|
(31,407) |
|
|
Other |
|
(330,009) |
|
|
|
(323,027) |
|
|
Gross added value |
|
9,058,956 |
|
|
|
7,748,442 |
|
|
Retention |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
(681,787) |
|
|
|
(688,377) |
|
|
Added value produced |
|
8,377,169 |
|
|
|
7,060,065 |
|
|
Investments in affiliates and subsidiaries |
|
63,599 |
|
|
|
57,727 |
|
|
Added value to distribute |
|
8,440,768 |
|
|
|
7,117,792 |
|
|
Added value distribution |
|
|
|
|
|
|
|
|
Employee |
|
2,616,853 |
|
31.0% |
|
2,377,771 |
|
33.4% |
Compensation |
|
1,851,366 |
|
|
|
1,629,697 |
|
|
Benefits |
|
517,482 |
|
|
|
467,635 |
|
|
FGTS |
|
137,385 |
|
|
|
128,776 |
|
|
Other |
|
110,620 |
|
|
|
151,663 |
|
|
Taxes, fees and contributions |
|
2,701,664 |
|
32.0% |
|
1,647,976 |
|
23.2% |
Federal |
|
2,446,076 |
|
|
|
1,328,386 |
|
|
State |
|
147 |
|
|
|
- |
|
|
Municipal |
|
255,441 |
|
|
|
319,590 |
|
|
Compensation of third-party capital - rental |
|
61,323 |
|
0.7% |
|
44,574 |
|
0.6% |
Remuneration of interest on capital |
|
3,060,928 |
|
36.3% |
|
3,047,471 |
|
42.8% |
Dividends and interest on capital |
|
1,500,000 |
|
|
|
1,700,000 |
|
|
Profit Reinvestment |
|
1,552,046 |
|
|
|
1,340,027 |
|
|
Profit (loss) attributable to non-controlling interests |
|
8,882 |
|
|
|
7,444 |
|
|
Total |
|
8,440,768 |
|
100.0% |
|
7,117,792 |
|
100.0% |
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 53 |
*Values expressed in thousands, except when indicated
Management Report
To the Shareholders:
We present the Management Report
to the Condensed Consolidated Financial Statements of Banco Santander (Brasil) S.A. (Banco Santander or Bank) for the period ended March
31, 2024, prepared in accordance with the International Financial Reporting Standards (IFRS®) issued by the International Accounting
Standards Board (IASB®) and the interpretations of the IFRS® Interpretation Committee (current name of the International Financial
Reporting Interpretations Committee (IFRIC®). They will be published on April 30, 2024 at the email address www.santander.com.br/ri.
1.
Economic Situation
Economic performance was highlighted
by the following themes:
In the international
environment
In the international
environment
| v | Worsening inflationary environment around
the globe, which prevented the materialization of interest rate cuts in advanced economies and increased uncertainty as to when these
cuts will be implemented. |
In the domestic
environment
| v | Lack of progress in regulating the tax reform
approved at the end of 2023, accompanied by robust tax collection performance in the first months of the year. |
The exchange rate of the Brazilian
currency against the US dollar fluctuated between R$4.85/US$ and R$5.03/US$ in the first quarter and ended the period quoted at R$4.99/US$,
a level higher than the exchange rate of R$4.84/US$ verified at the end of 4Q23. The devaluation of the real resulted, in Banco Santander's
view, from the lack of progress in implementing the tax reform approved in 2023, together with the negative reaction of the markets to
the government's attempts to interfere in companies in which it holds a stake. The increase in uncertainty regarding the beginning of
the monetary easing process in advanced economies also contributed, which limits the space for the Selic's downward cycle to continue.
However, positive surprises with tax collection numbers resulting from the approval of fiscal measures in 2023 and the very robust performance
of foreign trade helped to mitigate the pressure on the exchange rate. We assess that these factors will remain present for longer and,
therefore, we project that the exchange rate will fluctuate around the level of R$5.00/US$ throughout 2024.
| v | Slowdown Positive surprises with the pace
of economic activity in 1Q24 derived from resilience in the labor market and fiscal impulses |
After ending the year 2023 with
real growth of 2.9%, but with stable performance in 4Q23, we expected that the GDP Brazilian economy continued to follow the accommodation
trajectory observed in 2H23. However, supported by the resilience of the job market and the payment of a significant amount of court orders
by the federal government (approximately R$93 billion), economic activity data presented better results than initially expected by market
agents, leading to upward revisions in the projection for GDP growth in 2024. At the end of 2023, the median of economic agents' projections
regarding the performance of the Brazilian economy indicated Brazilian GDP growth of 1.5% in 2024 – practically half the observed
expansion rate in the previous year. At the end of 1Q24, the median projections rose to 1.9%. Banco Santander also revised its projection
from 1.2% to 1.8% in 2024.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 54 |
*Values expressed in thousands, except when indicated
| v | Slowdown in the disinflation process, mainly
in services, raising doubts about the terminal level of the current cycle of interest cuts throughout 2024. |
Although the interannual variation
of the IPCA continued on a downward trend in 1Q24 – it had already dropped to 4.6% in 4Q23 compared to the level of 5.2% observed
at the end of September 2023 – some underlying inflation measures showed deterioration throughout the year. period, mainly those
related to services. In this way, the prospect of inflation convergence towards the 3.0% target was compromised, resulting in the maintenance
of inflation expectations for 2024 and for the years ahead at a level higher than that pursued by the Central Bank of Brazil. As a result,
even though the Selic rate reduction process was not interrupted – the Selic rate fell from 11.75% p.a. at the end of 2023 to 10.75%
p.a. at the end of 1Q24 - the Central Bank signaled that the next movements will depend on the improvement in inflationary dynamics, which
was read by economic agents as an indication that the terminal level of the current cycle of cuts could be higher than 9.00% p.a. indicated
by the median of the estimates. As Banco Santander assesses that the inflationary dynamics in services should improve over the next few
months, the institution continues to foresee a longer cycle of cuts in the Selic and, therefore, the bank projects that the Selic rate
will reach 9.00% p.a. at the end of 2024.
2. Consolidated Performance
|
R$ Million |
|
|
|
|
|
|
|
|
|
03/31/2024 |
|
03/31/2023 |
|
Variation |
|
Net profit |
|
3,061 |
|
3,047 |
|
0.44% ![F2A4E6A5-86EA-4413-90D6-619423C4A8DF|3|Oracle.SmartView.EPRCS|{d43b7856-53a6-413c-a1b5-9fea58028e79}](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_009.gif)
|
|
ROE |
|
10.72% |
|
11.14% |
|
(0.42)p.p ![F2A4E6A5-86EA-4413-90D6-619423C4A8DF|3|Oracle.SmartView.EPRCS|{ae4ffac3-e6cb-45b0-99f5-010e3717a01e}](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_010.gif)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/31/2024 |
|
12/31/2023 |
|
Variation |
|
Total Assets |
|
1,134,125 |
|
1,115,653 |
|
1.66% ![F2A4E6A5-86EA-4413-90D6-619423C4A8DF|3|Oracle.SmartView.EPRCS|{eccdbaa2-26dc-45c4-a75a-d4315e170ef3}](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_009.gif)
|
|
Credit Portfolio |
|
531,111 |
|
517,977 |
|
2.54% ![F2A4E6A5-86EA-4413-90D6-619423C4A8DF|3|Oracle.SmartView.EPRCS|{7b2e76d6-eb84-45e2-a62e-328b218db8ad}](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_009.gif)
|
|
Resources |
|
824,753 |
|
832,115 |
|
(0.88)% ![F2A4E6A5-86EA-4413-90D6-619423C4A8DF|3|Oracle.SmartView.EPRCS|{8c9d2dbd-fc36-4cbf-94bb-511188bdfa7a}](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_010.gif)
|
|
Basel |
|
14.47% |
|
14.51% |
|
(0.04)p.p ![F2A4E6A5-86EA-4413-90D6-619423C4A8DF|3|Oracle.SmartView.EPRCS|{1e086252-ed30-4a5d-b769-f6ebc9259085}](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_010.gif)
|
|
|
|
|
|
|
|
|
The components of our
consolidated results are:
|
ACCOUNTING INCOME STATEMENT |
|
|
Var. % |
|
(R$ million) |
3/31/2024 |
3/31/2023 |
YoY |
|
Net interest income |
13,387 |
12,559 |
7% |
|
Revenue from fees and commissions (net) |
3,930 |
3,996 |
(2)% |
|
Gains (losses) on financial assets and liabilities (net) |
1,292 |
444 |
191% |
|
Exchange rate variations (net) |
(284) |
394 |
(172)% |
|
Others |
(146) |
(168) |
(13)% |
|
Total Revenue |
18,179 |
17,226 |
5% |
|
Administrative costs |
(4,982) |
(4,767) |
5% |
|
Depreciation and amortization |
(682) |
(688) |
(1)% |
|
Provisions (net) |
(1,115) |
(1,036) |
7% |
|
Losses on financial assets (liquid) |
(6,799) |
(8,052) |
(16)% |
|
Others |
(184) |
40 |
(553)% |
|
Operating Profit Before Taxation |
4,417 |
2,722 |
62% |
|
Sales tax |
(1,356) |
325 |
(517)% |
|
Consolidated Net Profit for the Period |
3,061 |
3,047 |
0% |
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 55 |
*Values expressed in thousands, except when indicated
The results presented
above reflect the most challenging macro moment, resulting from higher interest rates accumulated in 2024 in relation to the previous
year, which impacted families, resulting in a drop in profits in the period and in the quality of assets, thus demanding a higher level
of credit provisioning. We highlight a specific case in the wholesale segment that impacted the volume of provisions.
Given this scenario,
Banco Santander began a process of adjusting its portfolio, with greater selectivity in granting credit to customers with better ratings
and lines with guarantees.
The following factors
stand out in the data presented in the table above:
| v | Profitability (ROE) was
10.72% and Consolidated Net Profit was R$3,061, remaining stable in relation to 2023, a reflection of the strategy of anticipating credit
cycles implemented in 4Q23 combined with specific effects on doubtful credit provisions associated with adverse event in the Wholesale
segment. |
| v | Credit Portfolio reached
R$531,111 million, representing growth of 2.54% compared to the 4th Q23 and was highlighted by the growth in Individuals, of 3.15%, observed
mainly in Payroll Credit and Vehicle Financing products (highlight for partnerships made and good dynamics observed in new credit concessions).
From the expanded credit perspective, the portfolio shows growth of 22.8% compared to the same period of the previous year, with emphasis
on Guarantees and Guarantees, CPR and Debentures products. |
| v | Net interest income it
was R$13,387 million, mainly impacted by Margin with Markets, driven by the positive effect of the interest curve. Customer Margin shows
growth of 3.2% compared to the same period of the previous year, with emphasis on the Credit lines associated with the positive performance
in the Individual and Consumer Finance segments. The funding margin shows a drop mainly related to the reduction in the CDI, despite continued
growth in volume, mainly due to our strategy of increasing liabilities through AAA and the increase in the customer base (highlight in
the quarter for Deposit products Term, LCI and LCA). |
3. Rating Strategy and
Agencies
For information
regarding the Bank's strategy and classification in rating agencies, see the Results Report available at the website www.santander.com.br/ri.
4. Corporate Governance
The Governance
structure of Banco Santander Brasil is integrated by the Executive Board and its Executive Committee made up of the Chief Executive Officers,
Senior Executive Vice-Presidents and Executive Vice-Presidents, and by the Board of Directors and its Advisory Committees, they are: Audit,
Risks and Compliance, Sustainability, Remuneration and Appointment and Governance.
For
more information on the corporate governance practices adopted by Banco Santander Brasil and the deliberations of the Board of Directors,
see the website www.santander.com.br/ri.
5. Internal Audit
Internal Audit
reports directly to the Board of Directors, with the Audit Committee responsible for its supervision.
Internal Audit
is a permanent function independent of any other function or unit, whose mission is to provide the Board of Directors and senior management
with independent assurance on the quality and effectiveness of internal control and risk management processes and systems (current or
emerging) and government, thus contributing to protecting the value of the organization, its solvency and reputation. Internal Audit has
a quality certificate issued by the Institute of Internal Auditors (IIA).
To fulfill its
functions and coverage risks inherent to Banco Santander's activity, Internal Audit has a set of tools developed internally and which
are updated when necessary. Among them, the risk matrix stands out, used as a planning tool, prioritizing the risk level of the auditable
universe considering, among others, its inherent risks, the last audit rating, the degree of compliance with recommendations and their
dimension. The work programs, which describe the audit tests to be carried out, are reviewed periodically.
The Audit Committee
and the Board of Directors favorably analyzed and approved the Internal Audit work plan for the year 2024.
| |
![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 56 |
*Values expressed in thousands, except when indicated
6.
People
We continue to
strengthen our horizontal culture based on protagonism, autonomy and diversity, stimulating an environment of innovation to leverage our
digital transformation and improve the customer experience.
We are 55,210 employees
across the ecosystem obsessed with building a company in which everyone is a business and works to transform Santander into the main bank
for each of our customers.
Banco Santander
values a diverse environment, where each competence and each difference is valued. An example is the Affinity Group, created to promote
diversity and inclusion based on the 5 pillars: Female Leadership; Racial Equity; Disabled people; Diversity of Backgrounds, Experiences
and Generations and the LGBTQIA+ pillar.
Elected again as
one of the Best Companies to work for in Brazil by GPTW, occupying 10th position in the national ranking of companies with more than 10,000
employees and 2nd place in the Sector Ranking of Large Banks.
7. Sustainability
Banco Santander's
purpose is to contribute to the progress of people and businesses by supporting the construction of a fairer and more sustainable Brazil.
Environmental: |
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We support our clients in the transition to a low-carbon economy by promoting
the bioeconomy, having evolved in offering products with a positive social or environmental impact, in accordance with Santander's taxonomy,
reaching R$27.5 billion in portfolio.
v
We held the event “Connections for Net Zero Agribusiness”, in
partnership with WayCarbon, to discuss challenges and solutions for the decarbonization of the agribusiness chain. Santander Brasil has
been leading the charge for agriculture in the Group's global commitment, supporting customers in the transition to a low-carbon economy.
The event was attended by clients, academia, partners and international experts on the subject, as well as employees and members of the
Bank's Board of Directors.
v
We entered into a partnership with BYD in order to offer more favorable
financing conditions for app drivers
v
We joined B20 Brazil in the Energy Transition, Digital Transformation, Financing
and Infrastructure and Employment and Education Task Forces. With this, we have the opportunity to work with other global partners, aligned
with Grupo Santander’s priorities. |
Commitment to the environment, promoting sustainable
business and committed to being Net Zero by 2050 |
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*Values expressed in thousands, except when indicated
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Social: |
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v
In 2024, Prospera Santander Microfinanças,
our productive microcredit program, generated a portfolio of R$3.0 billion.
v
We started the “Educate to Prosper” project,
which trained around 150 supervisors from Prospera Santander Microfinanças to carry out financial education actions in the communities
where we are present. The estimate is that more than 12 thousand people will participate in the actions by the end of 2024.
v
We launched the notices for the Amigo de Valor and
Parceiro do Idoso Programs, and invited more than 2 thousand municipalities to participate in the initiatives whose objective is to contribute
to guaranteeing the rights of children, adolescents and elderly people in situations of violence and vulnerability.
v
Through the Chama Indica and Prepara Futuro notices,
we benefited more than 2 thousand people in productive inclusion, generating stable income, increasing jobs and formalization. |
For over 20 years contributing to the construction of a more inclusive society, with access to education and financial products. |
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Governance: |
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Throughout the year, we seek to incorporate ESG issues
into our culture, through internal training.
v
Our Board of Directors remained diverse and independent,
with 36% female members and 55% independent members, as of March 2024.
v
In 2023, we had a significant improvement in our
CDP score, the largest database on business practices related to climate change, emissions, water and forests. We went from B to A-, the
second best grade in the index. |
Promoting ESG in our culture, connecting all of our businesses. |
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8. Independent Audit
The operating
policy of Banco Santander, including its controlled companies, in contracting services not related to the audit of the Financial Statements
by its independent auditors, is based on Brazilian and international auditing standards, which preserve the independence of the auditor.
This rationale provides for the following: (i) the auditor should not audit his own work, (ii) the auditor should not perform managerial
functions for his client, (iii) the auditor should not promote the interests of his client, and (iv ) need for approval of any services
by the Bank's Audit Committee.
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![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 58 |
*Values expressed in thousands, except when indicated
In compliance with
Securities and Exchange Commission Instruction 162/2022, Banco Santander informs that in the period ended March 31, 2024, no services
unrelated to the independent audit of the Financial Statements of Banco Santander and controlled companies were provided by PricewaterhouseCoopers.
Furthermore, the Bank confirms that PricewaterhouseCoopers has procedures, policies and controls to ensure its independence, which include
the evaluation of the work provided, covering any service that is not independent auditing of the Financial Statements of Banco Santander
and controlled companies greater than 5% of the total fees relating to independent audit services. This assessment is based on applicable
regulations and accepted principles that preserve the auditor's independence. The acceptance and provision of professional services not
related to the audit of the Financial Statements by its independent auditors during the period ended March 31, 2024, did not affect the
independence and objectivity in the conduct of external audit examinations carried out at Banco Santander and other entities of the Group,
since the principles indicated above were observed.
9. Acknowledgement
We would like to thank our customers,
shareholders and employees for the trust and support that got us here, and that enabled the continuity of our story of evolution and transformation,
on the path to building the Best Consumer Company in Brazil.
(Approved at the Board of Directors Meeting
on April 29, 2024).
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![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 59 |
*Values expressed in thousands, except when indicated
Composition
of Management Bodies as of March 31, 2024
Administrative Board
Deborah Stern Vieitas – Presidente (independent)
Jose Antonio Alvarez – Vice-president
Angel Santodomingo Martell – Councilor
Deborah Patricia Wright - Councilor (independent)
Ede Ilson Viani - Councilor
José de Paiva Ferreira – Councilor (independent)
José Garcia Cantera – Councilor
Marília Artimonte Rocca - Councilor (independent)
Mario Roberto Opice Leão – Councilor
Cristiana Almeida Pipponzi – Councilor (independent)
Pedro Augusto de Melo - Councilor (independent)
Audit Committee
Pedro Augusto de Melo – Coordinator
Maria Elena Cardoso Figueira – Qualified Technical Member
Andrea Maria Ramos Leonel – Membro
Vania Maria da Costa Borgerth – Member
René Luiz Grande – Member
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Nominating and Governance Committee
Deborah Stern Vieitas - Coordinator
Deborah Patricia Wright – Member
Cristiana Almeida Pipponzi - Member
Jose Antonio Alvarez Alvarez – Member
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Risk and Compliance Committee
José de Paiva Ferreira – Coordinator
José Mauricio Pereira Coelho - Member
Jaime Leôncio Singer - Member
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Compensation Committee
Deborah Patricia Wright – Coordinator
Deborah Stern Vieitas - Member
Luiz Fernando Sanzogo Giorgi – Member
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Sustainability Committee
Marília Artimonte Rocca – Coordinator
Álvaro Antônio Cardoso de Souza – Member
Vivianne Naigeborin - Member
Tasso Rezende de Azevedo – Member
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![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 60 |
*Values expressed in thousands, except when indicated
Executive Board
CEO
Mario Roberto Opice Leão
Executive Vice President and Investor Relations Director
Gustavo Alejo Viviani
Executive Vice President Directors
Alessandro Tomao
Carlos José da Costa André
Ede Ilson Viani
Franco Raul Rizza
Germanuela de Almeida de Abreu
Gustavo Alejo Viviani
Gilberto Duarte de Abreu Filho
Maria Elena Lanciego Perez (*)
Maria Teresa Mauricio da Rocha Pereira Leite
Renato Ejnisman
Directors without Specific Designation
Adriana Marques Lourenço de Almeida
Alessandro Chagas Farias
Alexandre Teixeira de Araujo
Alexandre Guimarães Soares
Ana Paula Neves Granieri Domenici
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
Flávia Davoli
Franco Luigi Fasoli
Geraldo José Rodrigues Alckmin Neto
Gustavo de Sousa Santos
Izabella Ferreira Costa Belisario
Jean Paulo Kambourakis
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Juliana Improta Cury Simon
Leonardo Mendes Cabral
Luciana de Aguiar Barros
Luiz Masagão Ribeiro Filho
Marilize Ferrazza Santinoni
Murilo Setti Riedel
Paulo César Ferreira de Lima Alves
Paulo Sérgio Duailibi
Rafael Abujamra Kappaz
Ramón Sanchez Santiago
Reginaldo Antonio Ribeiro
Ricardo Olivare de Magalhães
Richard Flavio Da Silva
Roberto Alexandre Borges Fischetti
Robson de Souza Rezende
Rogério Magno Panca
Sandro Kohler Marcondes
Sandro Mazerino Sobral
Sandro Rogério da Silva Gamba
Thomaz Antonio Licarião Rocha
Vanessa Alessi Manzi
Vítor Ohtsuki
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(*) Possession pending approval by Bacen.
Accountant
Camilla Cruz Oliveira de Souza – CRC Nº
1SP – 256989/O-0
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![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 61 |
*Values expressed in thousands, except when indicated
Declaration
of directors on the financial statements
For the purposes of complying with the
provisions of article 27, § 1, item VI, of Instruction of the Securities and Exchange Commission (CVM) 80, of March 29, 2022, the
Members of the Executive Board of Banco Santander (Brasil) S.A. (Banco Santander ) declare that they discussed, reviewed and agreed with
the Financial Statements of Banco Santander, relating to the first semester ended March 31, 2024, prepared in accordance with the International
Financial Reporting Standards (IFRS®) criteria and the documents that comprise them, being : Management Report, balance sheets, income
statement, statements of comprehensive income, statement of changes in Net Equity, statement of cash flows, statement of added value and
explanatory notes, which were prepared in accordance with the accounting practices adopted in the Brazil, in accordance with Law No. 6,404,
of December 14, 1976 (Corporate Law), the international financial reporting standards issued by the International Accounting Standards
Board (IASB®). The aforementioned Financial Statements and the documents that compose them were the subject of an unqualified report
by the Independent Auditors and a recommendation for approval issued by the Bank's Audit Committee to the Board of Directors.
Members of the Executive Board of Banco
Santander on March 31, 2024:
Executive Board
CEO
Mario Roberto Opice Leão
Executive Vice President and Investor Relations Director
Gustavo Alejo Viviani
Executive Vice President Directors
Alessandro Tomao
Carlos José da Costa André
Ede Ilson Viani
Franco Raul Rizza
Germanuela de Almeida de Abreu
Gustavo Alejo Viviani
Gilberto Duarte de Abreu Filho
Maria Elena Lanciego Perez (*)
Maria Teresa Mauricio da Rocha Pereira Leite
Renato Ejnisman
Directors without Specific Designation
Adriana Marques Lourenço de Almeida
Alessandro Chagas Farias
Alexandre Teixeira de Araujo
Alexandre Guimarães Soares
Ana Paula Neves Granieri Domenici
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
Flávia Davoli
Franco Luigi Fasoli
Geraldo José Rodrigues Alckmin Neto
Gustavo de Sousa Santos
Izabella Ferreira Costa Belisario
Jean Paulo Kambourakis
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Juliana Improta Cury Simon
Leonardo Mendes Cabral
Luciana de Aguiar Barros
Luiz Masagão Ribeiro Filho
Marilize Ferrazza Santinoni
Murilo Setti Riedel
Paulo César Ferreira de Lima Alves
Paulo Sérgio Duailibi
Rafael Abujamra Kappaz
Ramón Sanchez Santiago
Reginaldo Antonio Ribeiro
Ricardo Olivare de Magalhães
Richard Flavio Da Silva
Roberto Alexandre Borges Fischetti
Robson de Souza Rezende
Rogério Magno Panca
Sandro Kohler Marcondes
Sandro Mazerino Sobral
Sandro Rogério da Silva Gamba
Thomaz Antonio Licarião Rocha
Vanessa Alessi Manzi
Vítor Ohtsuki
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(*) Possession pending approval by Bacen.
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![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 62 |
*Values expressed in thousands, except when indicated
Directors'
Statement on the Independent Auditors' Report
For the purposes of complying with the provisions of article
27, § 1, item VI, of Instruction of the Securities and Exchange Commission (CVM) 80, of March 29, 2022, the Members of the Executive
Board of Banco Santander (Brasil) S.A. (Banco Santander ) declare that they discussed, reviewed and agreed with the Financial Statements
of Banco Santander, relating to the first semester ended March 31, 2024, prepared in accordance with the International Financial Reporting
Standards (IFRS®) criteria and the documents that comprise them, being : Management Report, balance sheets, income statement, statements
of comprehensive income, statement of changes in Net Equity, statement of cash flows, statement of added value and explanatory notes,
which were prepared in accordance with the accounting practices adopted in the Brazil, in accordance with Law No. 6,404, of December 14,
1976 (Corporate Law), the international financial reporting standards issued by the International Accounting Standards Board (IASB®).
The aforementioned Financial Statements and the documents that compose them were the subject of an unqualified report by the Independent
Auditors and a recommendation for approval issued by the Bank's Audit Committee to the Board of Directors.
Members of the Executive Board of Banco Santander on March
31, 2024:
Executive Board
CEO
Mario Roberto Opice Leão
Executive Vice President and Investor Relations Director
Gustavo Alejo Viviani
Executive Vice President Directors
Alessandro Tomao
Carlos José da Costa André
Ede Ilson Viani
Franco Raul Rizza
Germanuela de Almeida de Abreu
Gustavo Alejo Viviani
Gilberto Duarte de Abreu Filho
Maria Elena Lanciego Perez (*)
Maria Teresa Mauricio da Rocha Pereira Leite
Renato Ejnisman
Directors without Specific Designation
Adriana Marques Lourenço de Almeida
Alessandro Chagas Farias
Alexandre Teixeira de Araujo
Alexandre Guimarães Soares
Ana Paula Neves Granieri Domenici
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
Flávia Davoli
Franco Luigi Fasoli
Geraldo José Rodrigues Alckmin Neto
Gustavo de Sousa Santos
Izabella Ferreira Costa Belisario
Jean Paulo Kambourakis
|
Juliana Improta Cury Simon
Leonardo Mendes Cabral
Luciana de Aguiar Barros
Luiz Masagão Ribeiro Filho
Marilize Ferrazza Santinoni
Murilo Setti Riedel
Paulo César Ferreira de Lima Alves
Paulo Sérgio Duailibi
Rafael Abujamra Kappaz
Ramón Sanchez Santiago
Reginaldo Antonio Ribeiro
Ricardo Olivare de Magalhães
Richard Flavio Da Silva
Roberto Alexandre Borges Fischetti
Robson de Souza Rezende
Rogério Magno Panca
Sandro Kohler Marcondes
Sandro Mazerino Sobral
Sandro Rogério da Silva Gamba
Thomaz Antonio Licarião Rocha
Vanessa Alessi Manzi
Vítor Ohtsuki
|
(*) Possession pending approval by Bacen.
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![](https://www.sec.gov/Archives/edgar/data/1471055/000129281424002945/image_004.jpg) | Condensed Consolidated Interim Financial Statements | March 31, 2024 | 63 |
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: August 1, 2024
Banco Santander (Brasil) S.A. |
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By: |
/S/ Reginaldo Antonio Ribeiro
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Reginaldo Antonio Ribeiro Officer without specific designation
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By: |
/S/ Gustavo Alejo Viviani
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Gustavo Alejo Viviani Vice - President Executive Officer
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Banco Santander Brasil (NYSE:BSBR)
過去 株価チャート
から 8 2024 まで 9 2024
Banco Santander Brasil (NYSE:BSBR)
過去 株価チャート
から 9 2023 まで 9 2024