Professional Documents
Culture Documents
1
Banco Santander S.A. - Consolidated
Management Report
2
Banco Santander S.A. - Consolidated
Management Report
Strategy
3. Distribution and Mortgage Loan Businesses:
Santander added in 2007, more than 1 million new Santander is focused on distribution businesses,
customers, as a result of its business strategy which is represented by credit cards, payroll loans and vehicle
based on four majors’ levers: financing, considered the most dynamic products in
the market. In mortgages loans, Santander has used
1. Commercial Capacity: great commercial capacity its international know how to lever business in Brazil.
located in the most attractive markets of the country, the
4. Innovative Bank: Santander has been investing on
South and Southeast.
innovative products like credit cards Free and Light,
Mortgage Loan with a 30-year line of credit, Prev 13
2. Customer Focus: the increase on number of customers
Rendas, Família Recompensa and the most recent
is based on a clear strategy of segmentation, allowing to
one, Cheque Essencial.
successfully develop each step of the relationship with
the customer: acquisition, linkage and retention.
In Small and Medium Companies business, the aim is
2.1 Acquisiton: Santander has several resources to boost these segments, consolidating them as
3
Banco Santander S.A. - Consolidated
Management Report
the models adopted by the Group abroad, by offering to October, Cheque Essencial, a product which allows
customers, in addition to customized solutions, customer to pay the overdrafts account balance in
competitive products and services. installments at half the usual interest rate.
Santander is one of the leading financial institutions in In the insurance business, lenders insurance reached
São Paulo State and has been expanding its operations a 10.3% of market share in 2007, which represents an
in the South and Southeast regions. Besides the Rio’s increase of 370 bps compared to the previous year.
government payroll credit rights, obtained in 2006, it The total insurance business market share increased
acquired in 2007 the payroll credit rights of the Curitiba from 0.9% to 2.3%, according to data provided by
and Florianópolis Municipal Governments among others. FENASEG (National Federation of Private insurance
Santander ended 2007 with positive results and being committed to maintaining an efficient and
consolidated its image as an innovative and strong Bank dedicated team. For this purpose, the Bank has
in the acquisition and retention of customers, evidenced internal programs that offer opportunities for
by the increased market share in credit products. The professional growth, specific programs for interns and
highlights were the business of payroll loans, individual Schools that promote continued education,
loans and credit cards, which, up to November 2007 specifically focused on the need to qualify
showed an increase of 30 bps, 40 bps and 140 bps, professionals in the business.
4
Banco Santander S.A. - Consolidated
Management Report
National AAA
F1+(BRA)
Fitch Scale (BRA)
Subsidiaries Ratings Local
BBB F3
Currency
Santander Brasil Arrendamento Mercantil S.A. had, as of Foreign BBB- F3
December 31, 2007, total assets of R$4,152 million, Currency
5
Banco Santander S.A. - Consolidated
Management Report
monthly average of 900,000 individual users (different objectives and goals and provide security and quality
people), according to data from Nielsen/NetRatings. to Santander’s customers, stockholders and related
parties .
Another successful initiative developed by Santander is
the Program Parceiros em Ação, which semiannually This structure, with its methodologies and views, and
selects education projects benefiting children, teenagers, the mains results obtained are described in our
and college students, always in partnership with annual and social reports for 2005 and 2006,
nongovernmental organizations in the South and available on the website www.santander.com.br.
Southeast regions of the country. Santander also
sponsors culture, health, community development, sports In 2007, the Operational Risks Committee was
and other projects. created to ensure the implementation of rules and
policies established by the Executive Committee for
Operational Risks, and on February 28, 2007,
Operational Risks, Internal Controls and Sarbanes-
Santander obtained the full certification of its internal
Oxley Act
control model, in compliance with Section 404 of
Santander considers operational risk management and SOX, for the year ended December 31, 2006, where
control system a strategic and competitive factor., whose no material weakness was identified. This certification
purpose is to position itself among leading institutions in complements the certification of Santander Group in
term of the best practices and procedures in operational Spain, formalized in the 20-F form filed with the SEC -
risk management, as well as for the effective Securities and Exchange Commission, on June 29,
management of the economic and regulatory capital. 2007.
Therefore, since 2001 it maintains a structure run by the
For the year ended on December 31, 2007,
Vice-presidency of Operational Risks, a specific and
Santander plans to complete in February 2008 the
independent corporate area focused on the management
second annual full certification of internal controls
and control of operational risk and on the efficiency of the
models for Spain, in compliance with Section 404 of
internal controls system.
SOX. By the time this reported was concluded, no
This Vice-presidency contributes and is responsible for material weakness had been identified that should be
the preparation and release of policies, implementation of disclosed.
tools and procedures, training and methodologies that
are part of this system and culture, allowing its
professionals to effectively identify, evaluate, monitor, Market Risks
manage, control and mitigate the identified operational
Market risk is the exposure to interest rates, foreign
risks, in their routines and business processes and daily
exchange rates, commodities prices , stock prices
support, and ensure compliance with the requirements of
and other values, according to the type of product,
CMN Resolutions 2554/1998 and 3380/2006, Susep
volume of operations, terms and conditions of the
Circular 249/2004 and Sarbanes-Oxley – SOX Act
agreement and underlying volatility.
requirements, among others.
6
Banco Santander S.A. - Consolidated
Management Report
scenarios and do not compromise the results with customers and stockholders for their trust and its
individual decisions, including the Executive Committee employees for their efforts and dedication that have
of Credit, Market and Counterpart Risks, which sets the made the results possible.
Other Information
7
Deloitte Touche Tohmatsu
(Convenience Translation into English from the Original Previously Issued in Portuguese)
1. We have audited the accompanying individual (Bank) and consolidated balance sheets of
Banco Santander S.A. (formerly Banco Santander Banespa S.A.) and subsidiaries as of
December 31, 2007 and 2006, and the related statements of income, changes in
stockholders’ equity, and changes in financial position for the years then ended and six-
month period ended December 31, 2007, all expressed in Brazilian reais and prepared under
the responsibility of the Bank’s management. Our responsibility is to express an opinion on
these financial statements.
2. Our audits were conducted in accordance with auditing standards in Brazil and comprised:
(a) planning of the work, taking into consideration the significance of the balances, volume
of transactions, and the accounting and internal control systems of the Bank and its
subsidiaries; (b) checking, on a test basis, the evidence and records that support the amounts
and accounting information disclosed; and (c) evaluating the significant accounting
practices and estimates adopted by Management, as well as the presentation of the financial
statements taken as a whole.
3. In our opinion, the financial statements referred to in paragraph 1 present fairly, in all
material respects, the individual and consolidated financial positions of Banco Santander
S.A. and subsidiaries as of December 31, 2007 and 2006, and the results of their operations,
the changes in stockholders’ equity, and the changes in their financial positions for the years
then ended and six-month period ended December 31, 2007 in conformity with Brazilian
accounting practices.
4. Our audits were conducted for the purpose of forming an opinion on the financial statements
referred to in paragraph 1 taken as a whole. The accompanying individual and consolidated
statements of cash flows and value added are presented for purposes of additional analysis
and are not a required part of the basic financial statements in conformity with Brazilian
accounting practices as of December 31, 2007. Such information has been subjected to the
auditing procedures described in paragraph 2 and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a whole.
8
Deloitte Touche Tohmatsu
5. As mentioned in Note 2, Banco Santander S.A. was created from the merger of Banco
Santander Brasil S.A. (BSB), Banco Santander S.A. (BSSA) and Banco do Estado de São
Paulo S.A. - BANESPA (Banespa) and Banco Santander Meridional S.A., which occurred
based on the account balances as of June 30, 2006, and were approved by the Central Bank
of Brazil and the Brazilian Securities Commission (CVM).
6. The accompanying financial statements have been translated into English for the
convenience of readers outside Brazil.
9
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Bank Consolidated
2007 2006 2007 2006
(Continues)
10
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Bank Consolidated
2007 2006 2007 2006
11
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Bank Consolidated
2007 2006 2007 2006
(Continues)
12
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Bank Consolidated
2007 2006 2007 2006
MINORITY INTEREST - - 57 57
13
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Bank Consolidated
2nd half Year Year
2007 2007 2006 2007 2006
GROSS PROFIT FROM FINANCIAL OPERATIONS 2,446,311 5,605,765 2,849,088 5,849,070 2,950,991
NONOPERATING (EXPENSES) INCOME (Note 33) 196,697 188,756 (30,574) 495,128 (26,738)
INCOME BEFORE TAXES ON INCOME AND PROFIT SHARING 1,064,118 2,295,326 964,129 2,429,334 1,004,819
INCOME AND SOCIAL CONTRIBUTION TAXES (Note 36) 66,904 (57,202) (54,947) (170,780) (53,498)
Provision for income tax 18,098 (130,424) 18,317 (232,493) 19,671
Provision for social contribution tax (40,350) (100,782) 8,878 (137,614) 8,453
Deferred tax credits 89,156 174,004 (82,142) 199,327 (81,622)
The statement of income for 2006 shows the results of operations for the first half of Banco Santander Meridional S.A., prior to the merger, plus results of operations for
the second half (after the merger mentioned in Note 2).
14
(Convenience Translation into English from the Original Previously Issued in Portuguese)
BALANCES AS OF DECEMBER 31, 2005 1,493,587 - 177 84 16,360 - 21,103 (7,717) 206,034 1,729,628
Merger balances 5,337,861 - 19,455 2,757 455,748 - (218,341) 13,654 145,816 5,756,950
Adjustment to fair value - securities and derivatives - - - - - - 322,860 (92) - 322,768
Stock exchange memberships - - - 545 - - - - - 545
Tax incentives - - 1,729 - - - - - - 1,729
Proposed supplementary dividends from retained earnings (Note 24.b) - - - - - - - - (206,033) (206,033)
Net income - - - - - - - - 767,311 767,311
Allocations:
Legal reserve - - - - 38,366 - - - (38,366) -
Reserve for dividend equalization (Note 24.d) - - - - - 375,945 - - (375,945) -
Proposed dividends (Note 24.b) - - - - - - - - (223,000) (223,000)
Proposed interest on capital (Note 24.c) - - - - - - - - (130,000) (130,000)
BALANCES AS OF DECEMBER 31, 2006 6,831,448 - 21,361 3,386 510,474 375,945 125,622 5,845 145,817 8,019,898
Capital increase (Note 24.a) 1,500,000 - - - - - - - - 1,500,000
Adjustment to fair value - securities and derivatives - - - - - - 216,818 (5,847) - 210,971
Stock exchange memberships - - - (2,617) - - - - - (2,617)
Reserve for equalization of dividends from retained earnings (Note 24.d) - - - - - 145,817 - - (145,817) -
Proposed dividends based on the reserve for dividend equalization (Note 24.b) - - - - - (521,762) - - - (521,762)
Net income - - - - - - - - 1,837,948 1,837,948
Allocations:
Legal reserve - - - - 91,897 - - - (91,897) -
Proposed dividends (Note 24.b) - - - - - - - - (1,215,406) (1,215,406)
Reserve for dividend equalization (Note 24.d) - - - - - 3,045 - - (3,045) -
Proposed interest on capital (Note 24.c) - - - - - - - - (527,600) (527,600)
BALANCES AS OF DECEMBER 31, 2007 8,331,448 - 21,361 769 602,371 3,045 342,440 (2) - 9,301,432
BALANCES AS OF JUNE 30, 2007 6,831,448 1,500,000 21,361 4,619 558,371 - 434,492 (10) 647,050 9,997,331
Capital increase (Note 24.a) 1,500,000 (1,500,000) - - - - - - - -
Adjustment to fair value - securities and derivatives - - - - - - (92,052) 8 - (92,044)
Stock exchange memberships - - - (3,850) - - - - - (3,850)
Proposed dividends (note 24.b) - - - - - - - - (647,050) (647,050)
Net income - - - - - - - - 880,001 880,001
Allocations:
Legal reserve - - - - 44,000 - - - (44,000) -
Proposed dividends (note 24.b) - - - - - - - - (568,356) (568,356)
Reserve for dividend equalization (Nota 24.d) - - - - - 3,045 - - (3,045) -
Proposed interest on capital (note 24.c) - - - - - - - - (264,600) (264,600)
BALANCES AS OF DECEMBER 31, 2007 8,331,448 - 21,361 769 602,371 3,045 342,440 (2) - 9,301,432
15
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Bank Consolidated
2nd half Year Year
2007 2007 2006 2007 2006
16
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Bank Consolidated
2007 2006 2007 2006
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME 1,837,948 767,311 1,845,396 803,619
ADJUSTMENTS TO NET INCOME 1,982,146 1,033,021 2,151,823 1,122,027
Allowance for loan losses (Note 8.d) 2,090,188 799,957 2,084,475 802,899
Deferred income and social contribution taxes (Note 36) (7,247) 23,122 (33,508) 21,244
Investments in affiliates and subsidiaries (Note 16) (514,107) (105,828) (2,950) (15,290)
Depreciation and amortization (Note 29) 416,231 205,979 416,387 206,096
Goodwill amortization (Note 32) - 79,565 - 79,565
provision for residual costs of deferred charges (Note 18) 294,551 - 294,551 -
Amortization of expenses on banking service
exclusivity contracts (Note 32) 203,477 34,878 203,477 34,878
Allowance for losses on other assets (Note 33) (12,258) 1,504 (13,470) (53)
Gain/loss on disposal of other assets (Note 33) (13,116) (4,127) (19,361) (4,771)
Gain/loss on disposal of investments (Note 33) (474,747) (1,673) (773,720) (1,673)
Others (826) (356) (4,058) (868)
CHANGE IN ASSETS AND LIABILITIES (3,699,262) (2,325,969) (3,915,991) (2,406,876)
Decrease (increase) in interbank investments (20,137,031) 1,078,399 (20,144,630) 1,069,952
Decrease (increase) in securities and derivatives 21,726,261 (10,610,591) 22,051,104 (9,406,937)
Increase in lending operations and leasing operation (7,293,634) (7,175,968) (7,327,698) (7,164,046)
Increase in restricted deposits in Central Bank of Brazil (1,257,826) (437,642) (1,257,826) (437,642)
Decrease (increase) in other receivables (5,318,786) 112,652 (5,321,308) 174,413
Increase in other assets (1,062,582) (448,994) (1,066,867) (448,996)
Net change in other interbank and
interbranch accounts (420,258) 260,207 (420,258) 260,207
Increase in deposits 7,812,979 2,528,660 7,074,503 1,308,255
Increase (decrease) in money market funding (2,440,809) 9,661,958 (2,359,868) 9,643,325
Increase (decrease) in funds from acceptance and issuance of securities 481,069 (439,517) 481,069 (439,517)
Increase in borrowings and onlendings 1,702,287 2,833,350 1,702,287 2,833,350
Increase in other payables 2,471,698 313,395 2,636,131 202,638
Increase (decrease) in deferred income 37,370 (1,878) 37,370 (1,878)
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES 120,832 (525,637) 81,228 (481,230)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of investments (2,684) (6,544) (25,400) (6,283)
Purchase of property and equipment in use (215,485) (192,735) (215,485) (192,735)
Addition to deferred charges (429,352) (307,671) (429,354) (307,671)
Cash of acquired businesses - 619,619 - 621,523
Net cash received from disposal of equity interests 692,741 12,927 1,010,490 13,438
Dividends and interest on capital received 264,134 64,864 - 14,684
Disposal of assets not in use 98,472 64,784 105,929 69,171
Disposal of property and equipment in use 44,663 19,716 44,663 19,716
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES 452,489 274,960 490,843 231,843
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital increase 607,043 - 607,043 -
Increase in subordinated debts 183,586 1,445,095 183,586 1,445,095
Dividends and interest on capital paid (900,010) (92,889) (900,010) (92,889)
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES (109,381) 1,352,206 (109,381) 1,352,206
NET INCREASE IN CASH 463,940 1,101,529 462,690 1,102,819
Cash at beginning of period/year 1,177,725 76,196 1,179,015 76,196
Cash at end of period/year 1,641,665 1,177,725 1,641,705 1,179,015
17
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Bank Consolidated
2007 2006 2007 2006
18
(Convenience Translation into English from the Original Previously Issued in Portuguese)
1. Operations
Banco Santander S.A. (formerly Banco Santander Banespa S.A.), controlled by Banco
Santander S.A. (formerly Banco Santander Central Hispano S.A.), with headquarters in
Spain, is the lead institution of the financial and non-financial group with the Central Bank
of Brazil, established as a corporation, with main offices at Rua Amador Bueno, 474, Santo
Amaro, São Paulo, and operates as a multiple service bank, conducting operations such as
commercial, foreign exchange, investment, credit and financing and mortgage loan
portfolios and, through related entities, insurance, pension plan, capitalization, leasing, asset
management, and securities and insurance brokerage operations. Transactions are conducted
within the context of a group of financial institutions that operate on an integrated basis in
the financial markets.
2. Corporate Restructuring
The Extraordinary Stockholders’ Meeting held on April 30, 2007 approved the change of
the entity’s name from Banco Santander Banespa S.A to Banco Santander S.A.
The Extraordinary Stockholders' Meting held on November 30, 2006 approved the merger
of Santander Banespa Companhia de Arrendamento Mercantil into Santander Brasil
Arrendamento Mercantil S.A. The Merged Entity ceased to exist and Santander Brasil
Arrendamento Mercantil S.A. became the successor to all its assets, rights and obligations.
The corporate restructuring implemented has resulted in a simplified corporate structure and
improved administrative and operating efficiencies.
The financial statements of Banco Santander S.A., which include its foreign branches
(Bank) and the consolidated financial statements of the Bank and its subsidiaries
(Consolidated) indicated in Note 16 have been prepared in accordance with accounting
practices established by Brazilian Corporate Law and standards established by the National
Monetary Council (CMN) and the Brazilian Securities Commission (CVM).
The information of the leasing company has been reclassified, in order to reflect its financial
position in the consolidated financial statements in conformity with the financial method of
accounting for leasing operations.
Presented herewith as supplemental information are the statement of cash flows under the
indirect method and the statement of value added, which are not required by Brazilian
accounting practices as of December 31, 2007. Those statements have been prepared in
accordance with the Standard Chart of Accounts for Financial Institutions (Cosif).
20
(Convenience Translation into English from the Original Previously Issued in Portuguese)
a) Results of operations
Determined on the accrual basis of accounting and includes income, charges and
monetary or exchange variations earned or incurred through the balance sheet date, on a
daily pro rata basis.
Receivables and payables due within 12 months are recorded in current assets and
liabilities, respectively, except for trading securities that, regardless of their maturity,
are classified in current assets, in conformity with Central Bank of Brazil Circular No.
3,068/01.
c) Securities
Securities are presented in accordance with the following recognition and accounting
valuation criteria:
I - Trading securities.
II - Available-for-sale securities.
“Trading securities” include securities acquired for the purpose of being actively and
frequently traded and “Held-to-maturity securities” include those which the Bank
intends to maintain in its portfolio to maturity. “Available-for-sale securities” include
those which cannot be classified in categories I and III. Securities classified in
categories I and II are stated at cost plus income earned through the balance sheet date,
calculated on a daily pro rata basis, and adjusted to fair value, reflecting the increase or
decrease arising from this adjustment in:
21
(Convenience Translation into English from the Original Previously Issued in Portuguese)
(1) The related income or expense account, in income for the period, when related to
securities classified as “Trading securities”, net of tax effects.
d) Derivatives
Derivatives designated as hedge and the respective hedged items are adjusted to fair
value, considering the following:
(1) For those classified in category I, the increase or decrease is recorded in income or
expense for the period, net of tax effects.
(2) For those classified in category II, the increase or decrease is recorded in a separate
caption in stockholders’ equity, net of tax effects.
e) Prepaid expenses
Funds used in advance payments, whose benefits or provision of services will occur in
future years, are recorded as “prepaid expenses” and allocated to income over the term
of the respective agreements.
f) Permanent assets
f.1) Investments
22
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Costs classified under deferred charges are amortized over a maximum period of 5
years when related to the acquisition and development of software, and 10 years for
other costs, considering the benefit period of the expense and the terms of rental
contracts.
Goodwill on investment acquisition and its respective reduction account, reserve for
maintenance of integrity of the merging entity’s stockholders’ equity, are amortized
over a period of up to 10 years, based on expected future earnings.
g) Pension plan
The actuarial liabilities related to pension plans are recorded based on an actuarial study
made by independent actuaries in accordance with CVM Resolution No. 371/2000.
Expenses related to sponsors’ contributions to the plans are recognized on the accrual
basis.
Contingent assets are not recorded, except when there are real guarantees or
unappealable court decisions, for which a favorable outcome is practically certain.
Contingent assets whose likelihood of favorable outcome is probable, if any, are
only disclosed in the financial statements.
Contingent liabilities are recorded based on the nature, complexity and history of
lawsuits, and on the opinion of the in-house and outside legal counsel when the
risk of loss on the administrative or judicial proceeding is considered as probable
and the amounts can be reasonably determined.
23
(Convenience Translation into English from the Original Previously Issued in Portuguese)
i) Deferred income
Refers to income received before the completion of the term of the obligation that gave
rise to it, including non-refundable income, mainly related to guarantees and collaterals
provided and credit card annual fees. Deferred income is recorded in income over the
term of the respective agreements.
Income tax is calculated at the rate of 15% plus a 10% surtax; social contribution tax is
calculated at the rate of 9%, after adjustments determined by tax legislation. Deferred
tax assets and liabilities are computed basically on certain temporary differences
between the book and tax basis of assets and liabilities, tax losses, and adjustments to
fair value of securities and derivatives.
According to Central Bank of Brazil Circular No. 3,171/2002, CVM Resolution No.
273/1998, and CVM Instruction No. 371/2002, the expected realization of the Bank’s
tax credits, as shown in Note 11, is based on the projection of future income and a
technical study.
24
(Convenience Translation into English from the Original Previously Issued in Portuguese)
5. Interbank Investments
Bank
Up to From 3 to Over
3 months 12 months 12 months 12/31/2007 12/31/2006
Consolidated
Up to From 3 to Over
3 months 12 months 12 months 12/31/2007 12/31/2006
25
(Convenience Translation into English from the Original Previously Issued in Portuguese)
6. Securities
Bank
12/31/2007 12/31/2006
Effect of adjustment to
fair value on Carrying Carrying
Categories Cost Income Equity amount Amount
Bank
12/31/2007 12/31/2006
Adjustment to
fair value - Carrying Carrying
Trading securities Cost income amount amount
26
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Bank
12/31/2007
Trading securities Without Up to 3 From 3 to 12 From 1 to 3
by maturity maturity months months years
Bank
12/31/2007
Trading securities From 3 to From 5 to Over
by maturity 5 years 15 years 15 years
27
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Bank
12/31/2007 12/31/2006
Adjustment
to fair value - Carrying Carrying
Available-for-sale securities Cost equity amount amount
Bank
12/31/2007
Available-for-sale securities Without Up to 3 From 3 to From 1 to 3
by maturity maturity months 12 months years
28
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Bank
12/31/2007
Available-for-sale securities From 3 to From 5 to Over 15
by maturity 5 years 15 years years
Bank
12/31/2007
12/31/2007 12/31/2006 by maturity
Cost/ Cost/
carrying carrying Up to 3 Over 15
Held-to-maturity securities (5) amount amount months years
29
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Consolidated
Effect of adjustment to fair
value on 12/31/2007 12/31/2006
Carrying Carrying
Categories Cost Income Equity amount amount
Consolidated
12/31/2007 12/31/2006
Adjustment to
fair value - Carrying Carrying
Trading securities Cost income amount amount
30
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Consolidated
12/31/2007
Trading securities Without Up to 3 From 3 to 12 From 1 to 3
by maturity maturity months months years
Consolidated
12/31/2007
Trading securities From 3 to From 5 to Over
by maturity 5 years 15 years 15 years
31
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Consolidated
12/31/2007 12/31/2006
Adjustment
to fair value - Carrying Carrying
Available-for-sale securities Cost equity amount amount
Consolidated
12/31/2007
Available-for-sale securities Without Up to 3 From 3 to From 1 to 3
by maturity maturity months 12 months years
32
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Consolidated
12/31/2007
Available-for-sale securities From 3 to From 5 to Over 15
by maturity 5 years 15 years years
Consolidated
12/31/2007
12/31/2007 12/31/2006 by maturity
Cost/ Cost/
carrying carrying Up to 3 Over 15
Held-to-maturity securities (5) amount amount months years
33
(Convenience Translation into English from the Original Previously Issued in Portuguese)
In accordance with Central Bank of Brazil Circular No. 3068, article 8, of November 8,
2001, Santander has the positive intent and ability to hold to maturity the securities
classified as Held-to-Maturity Securities. In January 2007, due to the transfer of pension
benefit obligations, R$3,478,816 of securities classified as held-to maturity securities were
transferred to Banesprev - Fundo Banespa de Seguridade Social (Banesprev), and
R$573,191 was reclassified to available-for-sale securities (Note 35.a). The total amount of
held-to-maturity securities transferred to Banesprev was classified in current assets as of
December 31, 2006.
The fair value of securities is computed based on the average quotation on organized
markets and their estimated cash flows, discounted to present value using the applicable
interest rate, which are considered representative of the market conditions at the balance
sheet date.
The principal interest rates are obtained from futures and swap contracts traded on the
Commodities and Futures Exchange (BM&F). Adjustments to these curves are made
whenever certain points are considered illiquid or when, for unusual reasons, they do not
fairly represent market conditions.
7. Interbank Accounts
Composed of restricted deposits with the Central Bank of Brazil to meet compulsory
obligations for demand deposits, savings deposits and time deposits, and payments and
receipts pending settlement, represented by checks and other documents sent to
clearinghouses (assets and liabilities).
a) Credit portfolio
Bank Consolidated
12/31/2007 12/31/2006 12/31/2007 12/31/2006
34
(Convenience Translation into English from the Original Previously Issued in Portuguese)
c) Classification of credit portfolio by risk level and respective allowance for loan
losses
Bank
Balance
Minimum Allowance
allowance 12/31/2007 12/31/2006 required
Risk required
level (%) Current Past due (1) Total Total 12/31/2007 12/31/2006
35
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Consolidated
Balance
Minimum Allowance
allowance 12/31/2007 12/31/2006 required
Risk required
level (%) Current Past due (1) Total Total 12/31/2007 12/31/2006
36
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Assets
Stock exchanges - guarantee deposits 76,264 214,773 77,663 214,773
Debtors pending settlement 55,474 36,261 306,893 175,450
Clearinghouse transactions - - 7,045 19,047
Transactions pending settlement 178,639 8,525 190,867 14,116
Other 83 411 83 411
Total 310,460 259,970 582,551 423,797
Current 310,460 259,970 582,551 423,797
Liabilities
Creditors for loan of shares 97,303 306,587 97,303 306,587
Creditors pending settlement 9,201 70,461 128,592 190,358
Transactions pending settlement 112,288 38,135 117,637 42,862
Clearinghouse transactions - - 142,749 36,088
Commissions and brokerage fees payable 686 799 2,643 4,140
Total 219,478 415,982 488,924 580,035
Current 177,881 253,669 447,327 417,722
Long-term 41,597 162,313 41,597 162,313
37
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Bank
Balances
12/31/2005 absorbed Recognition Realization 12/31/2006
38
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Consolidated
12/31/2006 Recognition Realization 12/31/2007
Consolidated
Balances
12/31/2005 absorbed Recognition Realization 12/31/2006
39
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Tax credits are recorded in accordance with the rules of the Central Bank of Brazil and
adjusted according to their expected realization and present value, as shown below:
Consolidated
Temporary Temporary
differences differences Tax loss
Year IRPJ CSLL carryforwards CSLL 18% Total Recorded
Due to differences between accounting, tax and corporate criteria, expected realization of
tax credits should not be taken as indicative of future net income.
The expected realization does not consider the tax credit of the adjustment to fair value of
available-for-sale securities and deferred income from derivatives.
This balance (Bank and Consolidated) refers principally to assets not in use, composed of
real estate and vehicles received in settlement of liabilities in the amount of R$32,000 (2006
- R$32,000 Bank and Consolidated), net of allowance for valuation, and temporary
investments in the amount of R$9,420 (2006 - R$11,429 Bank and R$11,430 Consolidated),
net of allowance for investment losses.
41
(Convenience Translation into English from the Original Previously Issued in Portuguese)
(1) Refers to commercial partnership contracts with the private and public sectors to assure exclusivity for banking
services of payroll credit processing and payroll loans, maintenance of collection portfolio, supplier payment services
and other banking services. These contracts are usually effective for 3 to 5 years.
The financial position of the Foreign Branches (Grand Cayman and Tokyo), converted at
the exchange rate prevailing at the balance sheet date and included in the individual (Bank)
and consolidated financial statements can be summarized as follows:
12/31/2007 12/31/2006
In November 2007, Banco Santander S.A. sold the Banespa Grand Cayman branch, with a
gain of R$59,052, net of taxes.
42
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Financial Sector
Santander Brasil Arrendamento
Mercantil S.A. (3) 86,984 - 99.99% 480,531 43,601
Santander S.A. Corretora de
Câmbio e Títulos (3 and 9) 6,718,398 6,718,398 99.99% 137,003 120,837
Santander Brasil S.A. Corretora de
Títulos e Valores Mobiliários (3) 9,201 4,400 99.99% 173,969 124,876
Santander Asset Management
Distribuidora de Títulos e Valores
Mobiliários Ltda. (3, 6 and 7) 64,000 (*) - 99.99% 71,295 19,200
Other Sectors
Produban Serviços de Informática
S.A. (3 e 11) 11,250 - 99.99% 11,460 46
Santander S.A. Serviços Técnicos,
Administrativos
e de Corretagem de Seguros (3 and
8) 50,425,310 - 99.99% 47,967 36,798
Norchem Participações e
Consultoria S.A. (3) 1,900 - 50.00% 49,149 7,830
Norchem Holding e Negócios S.A.
(3) 5,789 1,930 21.75% 88,677 13,567
Santander Investimentos em
Participações S.A. (3,4 and 5) 507,709 - 97.69% 300,392 162,869
Santander Administradora de
Consórcios Ltda. (3 and 10) 3,000 (*) - 99.99% 3,602 110
Agropecuária Tapirapé S.A. (3) 199,729 384,697 87.54% 6,015 219
43
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Consolidated
12/31/2007 12/31/2006
Cost Depreciation Net Net
Real estate 311,585 (177,645) 133,940 111,008
Buildings 228,957 (177,645) 51,312 38,669
Land 82,628 - 82,628 72,339
Other 1,476,499 (904,291) 572,208 571,758
Installations, furniture and equipment 415,041 (200,480) 214,561 216,809
Security and communication equipment 159,767 (88,569) 71,198 72,625
Data processing equipment 881,677 (613,900) 267,777 279,012
Other 20,014 (1,342) 18,672 3,312
Total 1,788,084 (1,081,936) 706,148 682,766
Consolidated
12/31/2007 12/31/2006
Cost Amortization Net Net
The goodwill resulting from mergers and other events was R$1,079,556 (12/31/2006 -
R$1,962,529), which was fully offset against the reserve for maintenance of integrity of the
merging entity’s stockholders’ equity, and R$882,973 (12/31/2006 - R$439,727) of
amortization expense and the same amount of revenue from reversal of reserve were
recorded in income.
45
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Bank
Without Up to 3 From 3 to Over 12
maturity months 12 months months 12/31/2007 12/31/2006
Consolidated
Without Up to 3 From 3 to Over 12
maturity months 12 months months 12/31/2007 12/31/2006
a) Deposits
Bank
Without Up to 3 From 3 to Over 12
maturity months 12 months months 12/31/2007 12/31/2006
46
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Consolidated
Without Up to 3 From 3 to Over 12
maturity months 12 months months 12/31/2007 12/31/2006
Bank
Up to 3 From 3 to Over 12
months 12 months months 12/31/2007 12/31/2006
Consolidated
Up to 3 From 3 to Over 12
months 12 months months 12/31/2007 12/31/2006
47
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Bank/Consolidated
Issuance Maturity Currency Interest rate 12/31/2007 12/31/2006
Bank/Consolidated
Up to 3 From 3 to Over 12
months 12 months months 12/31/2007 12/31/2006
Export and import financing lines are funds raised from foreign banks, for use in
commercial foreign exchange transactions, related to the discounting of export bills and
export and import pre-financing, falling due through 2014 and subject to financial charges
corresponding to exchange variation plus interest ranging from 0.25% to 7.40% p.a.
(12/31/2006 - from 0.15% to 10.95% p.a.).
Tax and social security payables comprise taxes payable and amounts being challenged in
the courts.
Bank Consolidated
12/31/2007 12/31/2006 12/31/2007 12/31/2006
Reserve for tax contingencies (Note 23) 2,076,861 1,798,275 2,395,446 2,086,111
Reserve for tax contingencies - responsibility of
former controlling stockholders (Note 23.h) 609,613 558,627 609,613 558,627
Provision for deferred taxes 716,125 447,839 741,839 456,073
Taxes payable 151,090 119,997 179,579 142,888
Accrued taxes on income 5,837 1,615 12,147 1,677
Total 3,559,526 2,926,353 3,938,624 3,245,376
Current 156,927 121,612 191,726 144,565
Long-term 3,402,599 2,804,741 3,746,898 3,100,811
Bank
Balances
12/31/2005 absorbed Recognition Realization 12/31/2006
Consolidated
12/31/2006 Recognition Realization 12/31/2007
Consolidated
Balances
12/31/2005 absorbed Recognition Realization 12/31/2006
(1) Income from derivatives to be taxed on a cash basis, according to Law No. 11,051/04, regulated by Federal Revenue
Service (SRF) Regulatory Instruction No. 575/05.
Consist of securities issued according to the rules of the Central Bank of Brazil, which are
used as Level II Reference Equity for calculating the operating limits.
Bank/Consolidated
Issuance Maturity Amount Interest rate 12/31/2007 12/31/2006
September-
Perpetual Bonds (1)
05 Indeterminate US$500 million 8.70% 887,790 1,071,583
Subordinated
Certificates
of Deposit (2) June-06 July-16 R$1,500 million 105.00% CDI 1,813,986 1,613,559
Subordinated
Certificates
of Deposit (2) October-06 September-16 R$850 million 104.50% CDI 983,802 875,590
Subordinated
Certificates July-06 to
of Deposit (2) October-06 July-16 R$447 million 104.50% CDI 534,047 475,307
Total 4,219,625 4,036,039
Current 2,140 2,584
Long-term 4,217,485 4,033,455
(1) Perpetual bonds issued by the Grand Cayman branch with quarterly interest payments. These bonds do not have a
maturity date or mandatory redemption, although they may, at the discretion of Banco Santander S.A. and with prior
authorization by the Central Bank of Brazil, be redeemed in full in December 2010 or on any subsequent interest
payment date.
(2) Subordinated certificates of deposit issued by Banco Santander S.A. with yield paid at the end of the term together
with the principal.
50
(Convenience Translation into English from the Original Previously Issued in Portuguese)
23. Contingent Assets and Liabilities and Legal Obligations - Tax and Social Security
Banco Santander S.A. and its subsidiaries are parties to judicial and administrative
proceedings involving tax, civil and labor matters arising in the normal course of their
business.
Reserves were recognized based on the nature, complexity and history of the lawsuits, and
the opinion of the in-house and outside legal counsel. Santander’s policy is to accrue the full
amount of lawsuits whose likelihood of unfavorable outcome is probable.
Legal obligations - tax and social security were fully recognized in the financial statements,
except for the cases which, in Management’s opinion, based on experts’ evaluation and the
status of the lawsuit, will not produce effects on the balance sheet for Santander entities.
Management understands that the recognized reserves are sufficient to cover possible losses
on the lawsuits.
51
(Convenience Translation into English from the Original Previously Issued in Portuguese)
a) Contingent assets
Balance as of
December 31 1,798,275 906,595 220,637 23,373 121,181 75,992
Balances absorbed - - - 1,725,704 845,635 158,046
Recognition (1) 322,454 818,936 113,903 60,675 132,681 42,268
Reversal of reserve (14,979) - - (7,596) (63) -
Write-offs due to
payment (28,889) (688,878) (116,603) (3,881) (192,839) (55,669)
Balance as of
December 31 2,076,861 1,036,653 217,937 1,798,275 906,595 220,637
Escrow deposits - other
receivables (2) 572,260 213,421 31,374 561,561 338,465 28,229
Escrow deposits -
securities (2) 14,168 17,838 6,207 16,398 32,661 19,477
52
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Consolidated
2007 2006
Tax Labor Civil Tax Labor Civil
Balance as of
December 31 2,086,111 951,988 230,856 23,373 121,181 75,992
Balances absorbed - - - 2,007,829 890,760 167,845
Recognition (1) 360,260 833,363 118,542 79,622 137,194 43,673
Reversal of reserve (20,557) (415) (1,101) (16,336) (151) (69)
Write-offs due to
payment (30,368) (710,805) (120,251) (8,377) (196,996) (56,585)
Balance as of
December 31 2,395,446 1,074,131 228,046 2,086,111 951,988 230,856
Escrow deposits -
other receivables (2) 681,413 221,563 32,884 651,810 339,282 29,493
Escrow deposits -
securities (2) 26,553 17,869 6,281 31,478 32,957 19,879
(1) Includes the accrual for tax contingencies for the period, recorded under "Tax Expenses".
(2) Do not include escrow deposits for possible and/or remote contingencies and appeal deposits.
Refer to judicial and administrative proceedings involving tax and social security
obligations, as described below:
53
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Refer to judicial and administrative proceedings related to taxes and social security
classified, based on the legal counsel’s opinion, as probable loss, for which reserves
were recorded. The matters in dispute refer to the following:
54
(Convenience Translation into English from the Original Previously Issued in Portuguese)
f) Labor contingencies
These are lawsuits brought by labor unions and former employees claiming labor rights
they understand are due, especially payment for overtime and other labor rights,
including retirement benefit lawsuits.
For labor claims considered to be similar and usual, the reserve is recorded based on the
history of payments made. Other labor claims are controlled individually and the
reserves are recognized based on previous court decisions and the stage of each lawsuit.
g) Civil contingencies
Refer to tax, labor and civil lawsuits in the amounts of R$609,613, R$177,791 and
R$92,834 - Bank and Consolidated (12/31/2006 - R$558,627, R$219,313 and
R$114,596), respectively, recorded under “Other payables - tax and social security”
(Note 20) and “Other payables - other” (Note 22) which are the responsibility of the
former controlling stockholders of the acquired entities. The lawsuits have guarantees
under the agreements signed at the time of the acquisitions in the amount of R$880,238
(12/31/2006 - R$892,536), recorded under “Other receivables - other” (Note 12). These
lawsuits have no effects on the balance sheet for the Bank and Consolidated.
55
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Refer to judicial and administrative proceedings involving tax, civil and labor matters
assessed by the legal counsel as possible loss, which were not accounted for. The main
lawsuits are:
Deductibility of Expenses on Allowance for Doubtful Receivables- Administrative
collection by the Federal Revenue Service in view of the deduction from the IRPJ and
CSLL basis of losses on lending operations performed in 1998 and 2000. The Bank is
awaiting judgment and understands that the collection is undue since the expenses met
the deductibility conditions of Law No. 9430/96 as they referred to definitive losses.
The updated amount involved is approximately R$190 million (Bank and
Consolidated).
Addition to the Price on the Purchase of Shares of Banco do Estado de São Paulo
S.A. - Banespa - the former Banco Santander S.A. (former controlling stockholder of
Banespa) filed an ordinary action claiming the inexistence of legal relationship before
the National Treasury in relation to item 3.1 of the Banespa’s Share Purchase and Sale
Agreement. Such item provided for the payment of an addition to the minimum price
should Banespa be released from the tax contingency recognized at the time of the
56
(Convenience Translation into English from the Original Previously Issued in Portuguese)
privatization upon the setting of the minimum price. The updated amount involved is
approximately R$263 million. After an unfavorable lower court decision, the Bank is
awaiting a decision on the appeal at the court and understands that the collection is
undue since the payment of the tax contingency by Banespa did not qualify under the
hypotheses included in the agreement that could generate addition to the price paid.
a) Capital
b) Dividends
In accordance with the Bank’s bylaws, stockholders are entitled to a minimum dividend
equivalent to 25% of net income for the year, adjusted according to legislation.
Preferred shares are nonvoting and nonconvertible, but have the same rights and
advantages granted to common shares, in addition to priority in the payment of
dividends 10% higher than those paid on common shares, and in the capital
reimbursement, without premium, in the event of liquidation of the Bank.
The Executive Board’s and Board of Directors’ meeting held on June 29, 2007
approved the payment of dividends, based on the reserve for dividend equalization in
the amount of R$521,762 (R$3.7553 - common shares and R$4.1308 - preferred shares,
in reais per thousand shares).
57
(Convenience Translation into English from the Original Previously Issued in Portuguese)
The Executive Board’s and Board of Directors’ meeting on December 21, 2007
approved the payment of dividends, based on the income reported in the balance sheet
as of June 30, 2007, in the amount of R$647,050 (R$4.6570 - common shares and
R$5.1227 - preferred shares, in reais per thousand shares) and on income for the 3rd
quarter of 2007, in the amount of R$327,628 (common shares R$2.3580 - preferred
shares PN R$2.5938, in reais per thousand shares). The dividends will be attributable to
mandatory minimum dividends for fiscal 2007.
The Executive Board’s and Board of Directors’ meeting on December 26, 2007
approved the payment of dividends, based on the income reported in the balance sheet
for this specific purpose as of October 31, 2007, in the amount of R$240,728 (R$1.7326
- common shares and R$1.9058 - preferred shares, in reais per thousand shares). The
dividends will be attributable to mandatory minimum dividends for fiscal 2007.
In 2006, interim dividends were approved for payment based on retained earnings for
2002, 2003 and 2005, in the amount of R$ 206,033 (common and preferred shares – R$
7.7686 per thousand shares) and on income reported in the balance sheet as of
November 30, 2006 for this specific purpose, in the amount of R$ 223,000 (common
shares – R$ 1.7303 and preferred shares – R$ 1.9033 per thousand shares).
c) Interest on capital
The Executive Board’s and Board of Directors’ meeting held on June 29, 2007
approved the payment of interest on capital, calculated in the first half of 2007, in the
amount of R$263,000 (R$1.8929 - common shares and R$2.0822 - preferred shares, in
reais per thousand shares and R$1.6089 - common shares and R$1.7698 - preferred
shares, net of income tax, in reais per thousand shares), which will be included in the
Bank’s calculation of mandatory minimum dividends for 2007 and generated a tax
benefit of R$89,420.
The Executive Board’s and Board of Directors’ Meeting on December 26, 2007 approve
the payment of interest on capital, based on the income for the 2nd half of 2007, in the
amount of R$264,600 (R$1.9044 - common shares and R$2.0948 - preferred shares, in
reais per thousand shares and R$1.6187 - common shares and R$1.7806 - preferred
shares, net of income tax, in reais per thousand shares), which will be included in the
calculation of mandatory minimum dividends for 2007 and generated a tax benefit of
R$89,964.
In 2006, interest on capital was approved for payment based on income for the first
three quarters of 2006, in the amount of R$ 130,000 (common shares – R$ 1.01 –
preferred shares – R$ 1.11 per thousand shares and common shares – R$ 0.86 and
preferred shares – R$ 0.94, net of income tax, per thousand shares), which generated a
tax benefit of R$ 44,200.
58
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Limited to 50% of capital, this reserve is intended to provide funds for the payment of
dividends, including dividends in the form of interest on capital, or advance payments,
for purposes of compensation to stockholders.
59
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Transactions among the entities of Santander are carried out under usual market rates and
terms, comparable to those applied in transactions with unrelated parties. The principal
transactions and balances are as follows:
Bank
12/31/2007 12/31/2006
Assets Income Assets Income
(Liabilities) (Expenses) (Liabilities) (Expenses)
Bank
12/31/2007 12/31/2006
Assets Income Assets Income
(Liabilities) (Expenses) (Liabilities) (Expenses)
61
(Convenience Translation into English from the Original Previously Issued in Portuguese)
62
(Convenience Translation into English from the Original Previously Issued in Portuguese)
63
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Interest and updating of actuarial liability (Note 35) 99,314 368,414 99,314 368,414
Amortization of unrecognized actuarial losses (Note
35) - 34,909 - 35,583
Operating accruals
Tax (Note 23.c) 92,563 46,186 111,255 61,573
Labor (Note 23.c) 818,936 132,681 833,363 137,194
Civil (Note 23.c) 113,903 42,268 118,542 43,673
Other 217,431 82,709 226,011 89,109
Goodwill amortization - 79,565 - 79,565
Commissions 13,490 674 40,710 7,290
Legal fees and costs 45,087 25,003 46,658 25,070
Amortization of expenses on exclusivity contracts
for provision of banking services (1) 203,477 34,878 203,477 34,878
Credit cards 114,119 28,400 114,119 28,400
Serasa/SPC (credit reporting agency) 42,121 24,991 42,139 24,994
Interest on sale of right to receipt of future flow of
payment orders from abroad 38,455 23,063 38,455 23,063
Monetary losses 55,030 15,658 55,227 17,899
CPMF/IOF (taxes on banking transactions) 65,325 8,204 67,125 15,182
Brokerage fees 22,505 7,323 22,513 7,327
Exchange variation - foreign branch 96,865 7,091 96,865 7,091
Provision for employees’ shares – 150 years (2) 76,663 - 77,240 -
Other 262,307 126,776 292,027 133,024
Total 2,377,591 1,088,793 2,485,040 1,139,329
(1) Refers mainly to the amortization of the expenses on the acquisition of payroll credit rights (Note 14).
(2) In June 2007, the Stockholders’ Meeting of Banco Santander, in Spain, approved the distribution of 100 shares to each
employee as part of the celebration of its 150 years.
64
(Convenience Translation into English from the Original Previously Issued in Portuguese)
34. Derivatives
Santander uses derivatives to reduce market risks arising from its operations. Market risk
management is performed by an independent area, whose practices include the measurement
and monitoring of limits formally established by internal committees, portfolio risks,
sensitivity to interest rate fluctuations, exchange risk exposure and liquidity gaps, among
other practices for monitoring risks of fluctuations in asset prices, interest rates and other
factors which may affect Santander’s portfolio position in the different markets in which it
operates.
Market risk is the exposure to interest rates, exchange rates, price of goods, price of shares
and other according to the type of product, volume of operations, term and conditions of the
agreement and underlying volatility.
Credit risk is the exposure to losses in the event of default by a counterparty. The exposure
to credit risk in futures contracts is minimized by daily payment in cash. Swap agreements
are subject to credit risks in the event the counterparty is unable or unwilling to fulfill its
contractual obligations.
Operating risk is the probability of financial losses resulting from inadequate or failed
people, processes and systems or any other adverse market conditions.
The fair value of swaps is computed based on the estimated cash flow, discounted to present
value according to the applicable interest rate curves, representative of the market
conditions at the balance sheet date. For options, Santander adopts statistical models that
consider the volatility of the asset price and interest rates representative of the market
conditions at the balance sheet date.
The principal interest rates are obtained from futures and swap agreements traded on the
BM&F. Adjustments to these curves are made whenever certain points are considered
illiquid or when due to unusual reasons, they do not fairly represent market conditions.
65
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Maturity
Up to 3 months 19,101,340 18,834,141 267,199 10,396,606 10,329,947 66,659
From 3 to 12 months 11,996,818 11,913,827 82,991 9,646,587 9,603,065 43,522
Over 12 months 19,385,026 19,418,016 (32,990) 17,743,661 17,441,592 302,069
Total 50,483,184 50,165,984 317,200 37,786,854 37,374,604 412,250
Market
BM&F 29,541,531 29,596,908 (55,377) 15,793,074 15,759,999 33,075
Over the counter 20,941,653 20,569,076 372,577 21,993,780 21,614,605 379,175
Total 50,483,184 50,165,984 317,200 37,786,854 37,374,604 412,250
Consolidated
12/31/2007 12/31/2006
Trades Trades
Swap Asset Liability Net Asset Liability Net
66
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Consolidated
12/31/2007 12/31/2006
Trades Trades
Counterparty Asset Liability Net Asset Liability Net
Maturity
Up to 3 months 19,028,746 18,762,005 266,741 10,337,141 10,270,717 66,424
From 3 to 12 months 11,828,605 11,746,605 82,000 9,490,070 9,446,865 43,205
Over 12 months 19,203,659 19,237,012 (33,353) 17,610,423 17,308,553 301,870
Total 50,061,010 49,745,622 315,388 37,437,634 37,026,135 411,499
Market
BM&F 29,541,531 29,596,908 (55,377) 15,793,074 15,759,999 33,075
Over the counter 20,519,479 20,148,714 370,765 21,644,560 21,266,136 378,424
Total 50,061,010 49,745,622 315,388 37,437,634 37,026,135 411,499
Bank/Consolidated
12/31/2007 12/31/2006
Premium Premium
Options Notional Cost Fair value Notional Cost Fair value
Options - Dollar
Call option purchased
position 20,803,174 40,527 24,011 2,529,603 32,738 9,816
Put option purchased
position 2,300,670 29,053 26,508 1,334,012 26,796 30,736
Call option sold position (30,966,641) (803,998) (620,886) (20,336,293) (504,019) (440,390)
Put option sold position (21,013,420) (1,092,604) (1,120,631) (15,634,847) (825,162) (831,070)
(28,876,217) (1,827,022) (1,690,998) (32,107,525) (1,269,647) (1,230,908)
Bank/Consolidated
12/31/2007 12/31/2006
maturity Notional Notional
67
(Convenience Translation into English from the Original Previously Issued in Portuguese)
Bank/Consolidated
12/31/2007 12/31/2006
Future Contracts Notional Notional
Maturity
Up to 3 months 7,782,308 23,228
From 3 to 12 months 3,566,246 (1,756,551)
Over 12 months (5,625,337) 15,203,538
Total 5,723,217 13,470,215
The amounts pledged to guarantee BM&F derivative transactions are comprised of federal
government securities in the amount of R$2,722,245 (12/31/2006 - R$2,357,496) -
Consolidated R$2,801,041 (12/31/2006 - R$2,388,449).
Bank Consolidated
12/31/2007 12/31/2006 12/31/2007 12/31/2006
Assets
Swap differentials receivable 1,778,808 729,960 1,775,469 726,458
Forward purchases receivable 751,113 66,580 751,113 66,580
Forward sales receivable 535,774 82,471 535,774 82,471
Exercisable option premiums - shares 5,370 71,122 5,370 71,122
Exercisable option premiums - financial
assets and commodities 235,552 137,743 235,552 137,743
Other derivatives 113,695 89,044 113,695 89,044
Total 3,420,312 1,176,920 3,416,973 1,173,418
Current 2,616,361 651,419 2,614,123 649,977
Long-term 803,951 525,501 802,850 523,441
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(Convenience Translation into English from the Original Previously Issued in Portuguese)
Bank Consolidated
12/31/2007 12/31/2006 12/31/2007 12/31/2006
Liabilities
Swap differentials payable 1,449,125 293,681 1,445,701 293,474
Forward purchases payable 764,965 63,512 764,965 63,512
Option premiums - shares 1,075 32,132 1,075 32,132
Option premiums - financial assets and
commodities 2,123,464 1,454,627 2,123,464 1,454,627
Other derivatives 228,926 167,333 228,926 167,333
Total 4,567,555 2,011,285 4,564,131 2,011,078
Current 3,226,639 1,361,055 3,226,346 1,360,938
Long-term 1,340,916 650,230 1,337,785 650,140
I) The Bank and its subsidiaries sponsor Banesprev - Fundo Banespa de Seguridade
Social, a private pension fund intended to provide retirement and pension benefits that
supplement those provided by government, as defined in the basic regulations of each
plan.
Plan I
Plan I, fully defrayed by the Bank, covers employees hired on or after May 22, 1975,
and those hired by May 22, 1975 who are also entitled to death benefits. As of
December 31, 2007, the beneficiaries of this plan are 286 active participants and 10,579
retirees/pensioners.
Plan II
Effective July 27, 1994, when the new text of the Statutes and Basic Regulations of Plan
II came into effect, Plan I participants who opted for the new plan began contributing
44.94% of the funding rate established by the actuary for each year. As of December 31,
2007, the beneficiaries of this plan are 5,418 active participants and 6,388 retirees/
pensioners.
The Supplemental Pension Plan was created in view of the privatization of Banespa and
is managed by Banesprev. This Plan, effective January 1, 2000, is provided only to
employees hired until May 22, 1975. As of December 31, 2007, the beneficiaries of this
plan are 14 active participants.
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(Convenience Translation into English from the Original Previously Issued in Portuguese)
Plan V
Banco Santander S.A. had a pension plan for the employees transferred from Banco do
Estado de São Paulo S.A. - Banespa, who were hired until May 22, 1975.
Beginning on January 12, 2007, the payment of pension benefits, as set forth in the
Personnel Regulation of Banco do Estado de São Paulo S.A. - Banespa that was merged
into Banco Santander S.A. on August 31, 2006, and in Clause 44 of the Collective
Labor Agreement - ACT 2004/2006 (Adhesion to the Voluntary Migration to the New
Pension Plan Regime) is being made by Banesprev, a private pension entity. For such
purpose, the Bank created Pension Plan V, which was approved by the Secretariat for
Pension Plans (SPC) according to Administrative Rule No. 879 of January 11, 2007.
The Bank transferred to Banesprev the actuarial obligations at the present value of
R$4,019,160 and assets in the amount of R$3,598,816, of which R$3,478,816 refers to
securities and R$120,000 refers to cash. The obligation recorded in Other Payables, in
the amount of R$336,661, is being paid by the Bank in 250 months.
As of December 31, 2007, the beneficiaries of this plan are 75 active participants and
12,589 retirees/pensioners.
Based on the independent actuary’s report, the position of the benefit plans is as
follows:
(1) Except for the Pension Plan, for which the nominal rate of 14.7% (2006 - 15.4%) was used.
(2) Except for the Pension Plan, for which the estimated rate of 3.8% was used.
(3) Except for the Pension Plan, for which the expected turnover rate of 0% was used
(*) 0.1/(Length of service + 1) up to the age of 50 years.
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(Convenience Translation into English from the Original Previously Issued in Portuguese)
2007 2007
Reconciliation of assets and liabilities Plan V Other Plans Plan V Other plans
Plan III
Plan III covers employees hired on or after May 22, 1975, previously enrolled in Plans I
and II. In this plan, contributions are made by both the sponsor and participants.
Plan IV
Plan IV covers employees hired on or after November 27, 2000, in which the sponsor
contributes only to risk benefits and administrative costs.
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(Convenience Translation into English from the Original Previously Issued in Portuguese)
Types of Plans:
• Plan I was established on September 27, 1979 as a defined benefit plan for
employees of plan sponsors, and has been in the process of discontinuance since
July 1, 1996. As of December 31, 2007, the beneficiaries of this plan are 9 active
participants and 129 retirees/pensioners.
• Plan II provides a risk coverage for employees of plan sponsors and is funded
exclusively by the sponsors through monthly contributions corresponding to 1.16%
(0.77% in 2006) of the total payroll, structured as a defined benefit plan. Monthly
contributions are apportioned as follows: 0.28% (0.27% in 2006) for risk benefits
and 0.88% (0.50% in 2006) for the administrative program. As of December 31,
2007, the beneficiaries of this plan are 5,903 active participants and 26
retirees/pensioners.
• Plan III provides period-certain annuity and monthly life annuity for employees of
contributing sponsors and is structured as a defined contribution plan, whereby
contributions are freely made by participants starting at 2% of the contribution
salary. As of December 31, 2007, the beneficiaries of this plan are 5,984 active
participants and 196 retirees/pensioners.
Financial and Actuarial Methods:
2007 2006
c) Other
I) Banco Santander S.A. is the sponsor of pension plans for associated employees,
structured as defined benefit plans. As of December 31, 2007, the beneficiaries of this
plan are 1 active participant and 1,348 retirees/pensioners.
Result of the independent actuary’s valuation:
2007 2006
Actuarial assumptions adopted in the calculations
Nominal discount rate for actuarial obligations 16.7% 16.5%
Expected nominal rate of return on plan assets 16.7% 16.5%
Estimated long-term inflation rate 4.2% 4.0%
Estimated nominal salary increase 4.2% 4.0%
Estimated benefit increase rate 4.2% 4.0%
General mortality table AT - 2000 AT - 2000
Disability table Not applicable Not applicable
Expected turnover rate 0.0% 0.0%
Retirement probability 0.0% 0.0%
II) The Bank contributes to Cabesp - Caixa Beneficente dos Funcionários do Banco do
Estado de São Paulo S.A., an entity that covers health and dental care expenses of
employees hired until Banespa privatization in 2000.
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(Convenience Translation into English from the Original Previously Issued in Portuguese)
2007 2006
Santander established a variable compensation program for its executives based on the
controlling stockholder’s shares appreciation. The conditions set for receiving the
compensation were met and the variable compensation can be paid between January 15,
2008 and January 15, 2009.
In 2007, a new Variable Compensation Program was approved as an incentive to the
executives’ long-term commitment to the Group’s objectives, according to the policy
established by the controlling stockholder. The program consists of annual grants and
exercise right periods of 2 and 3 years, provided that preestablished conditions related
to total return to stockholders and earnings per controlling stockholder’s share are met.
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(Convenience Translation into English from the Original Previously Issued in Portuguese)
Income before taxes, net of profit sharing 1,895,150 1,895,150 822,258 822,258
Interest on capital (527,600) (527,600) (130,000) (130,000)
Income before taxes 1,367,550 1,367,550 692,258 692,258
Total income and social contribution tax charges
at the rates of 25% and 9%, respectively (341,888) (123,080) (173,064) (62,303)
Additions (deductions) 557,040 41,624 166,395 62,694
Equity in subsidiaries 128,527 46,270 26,457 9,525
Temporarily nondeductible provisions 383,042 (19,766) 19,831 7,011
Reserve for maintenance of integrity of
stockholders’ equity 220,888 79,519 100,338 36,123
Adjustment to market value (40,631) (14,627) 11,884 4,277
Nondeductible expenses and provisions (60,636) (22,907) (27,016) (9,586)
Merged companies’ income - - 45,068 16,225
Other additions (deductions) (74,150) (26,865) (10,167) (881)
Tax loss carryforwards (215,152) 24,437 2,042 (391)
Income and social contribution tax expense -
current - (57,019) (4,627) -
Provision for income and social contribution
taxes - merged companies - - (18,720) (7,662)
Provision for income and social contribution
taxes – prior year (203) - - -
Income tax expense - foreign countries (7,227) - (816) -
Provision for income and social contribution
taxes - deferred (122,994) (43,763) 42,480 16,540
Adjustment to market value (155,376) (55,935) 8,421 3,032
Income and social contribution tax credits 32,382 12,172 34,059 13,508
Income tax (130,424) (100,782) 18,317 8,878
Deferred tax assets 71,780 102,224 (68,028) (14,114)
Adjustment to market value 196,007 70,562 (20,305) (7,309)
Adjustments and temporary differences (124,227) 31,662 (47,723) (6,805)
Recorded income and social contribution taxes (58,644) 1,442 (49,711) (5,236)
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(Convenience Translation into English from the Original Previously Issued in Portuguese)
Consolidated
12/31/2007 12/31/2006
Social Social
Income contribution Income contribution
tax tax tax tax
Income before taxes, net of profit sharing 2,016,179 2,016,179 857,117 857,117
Interest on capital (527,600) (527,600) (130,000) (130,000)
Unrealized gains (losses) 7,448 7,448 (36,308) (36,308)
Income before taxes 1,496,027 1,496,027 690,809 690,809
Total income and social contribution tax charges
at the rates of 25% and 9%, respectively (374,006) (134,642) (172,702) (62,173)
Additions (deductions) 484,450 15,632 160,422 60,095
Equity in subsidiaries 737 265 3,823 1,376
Temporarily nondeductible provisions 374,952 (22,726) 15,448 5,356
Reserve for maintenance of integrity of
stockholders’ equity 220,888 79,519 100,338 36,123
Adjustment to market value (39,520) (14,228) 11,963 4,307
Nondeductible expenses and provisions (60,872) (21,729) (26,903) (9,545)
Merged companies’ income - - 45,068 16,225
Other additions (deductions) (11,736) (5,469) 10,685 6,253
Tax loss carryforwards (213,732) 25,440 7,672 1,630
Income and social contribution tax expense -
current (103,288) (93,570) (4,608) (448)
Provision for income and social contribution
taxes - merged companies - - (18,720) (7,662)
Income and social contribution tax expense -
prior year (203) - - -
Income tax expense - foreign countries (7,227) - (816) -
Provision for income and social contribution
taxes - deferred (121,775) (44,044) 43,815 16,563
Adjustment to market value (156,157) (56,216) 8,484 3,055
Tax credit - Insufficient depreciation 2,000 - 997 -
Income and social contribution tax credits 32,382 12,172 34,334 13,508
Income and social contribution tax expense (232,493) (137,614) 19,671 8,453
Deferred tax assets 90,098 109,229 (68,989) (12,633)
Adjustment to market value 195,677 70,444 (20,447) (7,362)
Tax credit - Insufficient depreciation - - (1,922) -
Income and social contribution tax credits (105,579) 38,785 (46,620) (5,271)
Recorded income and social contribution taxes (142,395) (28,385) (49,318) (4,180)
With the legal merger occurred on August 31, 2006, as mentioned in Note 2, the individual
and consolidated financial statements for 2007, including all merged operations of Banco do
Estado de São Paulo S.A - Banespa, Banco Santander Brasil S.A. and Banco Santander S.A,
are not comparable with the individual and consolidated financial statements for 2006, since
the merged entities were not subsidiaries and, consequently, consolidated by the merging
entity.
The statement of income for 2006 shows the results of operations for the first half of Banco
Santander Meridional, prior to the merger, plus results of operations for the second half
(after the merger).
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(Convenience Translation into English from the Original Previously Issued in Portuguese)
For adequate comparison, we are presenting the Bank’s combined income statements and
the consolidated combined statements (including the subsidiaries of the merged entities) for
2006, considering the consolidation of all merged entities, as if the merger had occurred in
January 2006.
The statement of income for 2006 includes the income earned by Banco Santander
Meridional and the merged banks in the first half of 2006, plus the results of operations of
Banco Santander Banespa S.A. for the second half of 2006, after the merger, assuring
comparability between 2006 and 2007.
Such information is presented only for purposes of additional analysis arising from the
comparison of balances and transactions and is not intended to represent what might have
occurred had the entities been merged into Banco Santander Meridional in January 2006.
The information is not intended to present the financial statements of a legal entity
separately and is not necessarily indicative of future results.
Individual and Consolidated Statement of Income for the year Ended December 31,
2007 and Individual and Consolidated Combined Statement of Income for the year
Ended December 31, 2006.
Bank
Bank Consolidated
Bank Combined Consolidated Combined
2007 2006 2007 2006
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(Convenience Translation into English from the Original Previously Issued in Portuguese)
b) The total net book value of investment funds managed by Santander Group is
R$55,911,429 (12/31/2006 - R$41,260,951) and the total net book value of managed
investment funds is R$60,887,770 (12/31/2006 - R$46,005,087).
c) The insurance coverage in effect as of December 31, 2007 covering global bank risks,
fire, vehicle and other risks, amounts to R$1,922,107 (12/31/2006 - R$1,913,359) -
Consolidated R$1,930,827 (12/31/2006 - R$1,919,159).
Bankers’ blanket insurance was contracted for Banco Santander S.A. with coverage of
R$163,923 - Consolidated R$172,643 (12/31/2006 - R$220,227 - Bank and
Consolidated), which can be used separately or jointly, provided that it does not exceed
the contracted amount.
78
(Convenience Translation into English from the Original Previously Issued in Portuguese)
e) In compliance with National Monetary Council Resolution No. 3198 of May 27, 2004,
Santander Banespa joined the Single Audit Committee through the lead institution
Banco Santander Banespa S.A. A summary of this committee’s report is being provided
together with the combined financial statements of Santander.
On January 3, 2008, Executive Act No. 413 was enacted to, among other provisions,
determine an increase in CSLL rate from 9% to 15% for financial institutions and private
insurance and capitalization companies. This Executive Act is subject to the approval of the
National Congress, which has not yet occurred. The deferred tax assets and liabilities were
recorded in the balance sheet according to the tax rate in effect as of December 31, 2007.
This Executive Act is effective beginning May 1, 2008 and, if the Executive Act is signed
into law, there will be an increase in CSLL expense and an increase in CSLL tax assets and
liabilities.
On the same date, Decrees No. 6339 and No. 6345 were enacted, changing the rates of IOF
(tax on financial transactions) on several financial transactions, including lending
operations, effective January 4, 2008. Since it refers to a tax substitution, the Bank is
responsible for withholding and paying said tax at the new rates.
The CPMF (tax on banking transactions) was discontinued on December 31, 2007 by
decision of the Brazilian Senate. Thus, beginning January 1, 2008 financial transactions will
not be subject to the payment of the CPMF, which previously was levied at the rate of
0.38%.
b) On December 28, 2007, Law No. 11,638 was enacted that alters, revokes and adds new
provisions to the Brazilian Corporate Law (Law No. 6404, of December 15, 1976),
primarily to enable the convergence of Brazilian accounting practices with accounting
79
(Convenience Translation into English from the Original Previously Issued in Portuguese)
standards generally accepted in the international capital markets and increase the
transparency of the financial statements in general.
The changes and requirements introduced by the Law are effective for fiscal years
beginning on or after January 1, 2008, in line with international accounting practices;
however certain of these changes will be, subject to additional interpretation and regulation
by applicable regulatory agencies. Management is evaluating the effects of the application
of this new law on the financial statements.
The following summarizes certain of the significant changes introduced by the Law:
- Change from the Statement of Changes in Financial Position to the Statement of Cash
Flows.
- Creation of two new account groups: intangible assets in permanent assets and valuation
adjustments to shareholders’ equity, to be used to record the fair value adjustments for
certain assets and liabilities, specially for certain qualifying financial instruments, and
additionally the foreign currency exchange rate variations on foreign investments.
- Modification of the definition of those assets to be recorded under the caption Property,
Plant and Equipment in the balance sheet, to be those rights in tangible assets that are
maintained or used in the operations of the company’s business, including those rights
received as a result of transactions that transfer the benefits, risks and control of such
assets to the company.
- Requirement that periodic review and analysis of the recoverability of amounts recorded
in property, plant and equipment, intangible assets and deferred charges be performed.
- Requirement that for transactions involving the merger or spin-off between unrelated
parties that result in the effective transfer of control, the related assets and liabilities of
the entity being merged or spun-off should be recorded at fair market value.
- Creation of the tax incentive reserve - so as to enable public companies, based on CVM
regulation, to record donations and investment grants as part of earnings in the income
statement (immediately or on a deferred basis) in accordance with international
standards and no longer as capital reserve.
***
81
INVESTOR RELATIONS