Complete Financial Statements in IFRS September 30, 2018
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Complete Financial Statements in IFRS September 30, 2018 Itaú Unibanco Holding S.A. www.itau.com.br/investor-relations facebook.com/itauunibancori @itauunibanco_ri MANAGEMENT REPORT – January to September 2018 The Management Report and the Financial Statements of Itaú Unibanco Holding S.A. (Itaú Unibanco or Company) and its subsidiaries for the period from January to September 2018 follow the regulations established by the National Monetary Council (CMN), in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). New accounting standard IFRS 9 on financial instruments became effective on January 1, 2018. This standard introduces significant amendments to classification and measurement, impairment and hedge accounting. The most significant change resulting from IFRS 9 is how banks account for loan losses. As from IFRS 9 these will be addressed as expected rather than incurred, as before. The information presented in this material is available on the Investor Relations website of Itaú Unibanco (www.itau.com.br/investor-relations > Results Center) and on the websites of CVM and of the Securities and Exchange Commission (SEC). __________________________________________________________________________________________________ 1 Itaú Unibanco Highlights 1.1) Corporate Governance Changes in the Executive Committee As from January 2019 Caio Ibrahim David becomes the Wholesale General Director and Milton Maluhy Filho takes the position of Vice President of Risks and Finance, joining the Executive Committee In September 2018 we announced some changes in our Executive Committee, as our Wholesale General Director Eduardo Vassimon has reached the limit age for exercising the duties of this position. Mr. Vassimon will be succeeded by Caio Ibrahim David, currently the Executive Vice President of the Risks and Finance Area, CFO and CRO, who is already a member of the Committee. Milton Maluhy Filho, who will end his term of office as CEO of Itaú Corpbanca in January, will take up the position from Mr. David. These changes were approved by the Nomination and Corporate Governance Committee and the Board of Directors. 1.2 Partnerships and Business Minority interest in XP approved Itaú Unibanco acquired 49.9% interest in capital, including 30.1% of total common shares As disclosed in May 2017, Itaú Unibanco entered into an agreement to hold a minority interest in XP Investimentos, a company with a proven business model driven towards client experience. In accordance with this agreement, Itaú Unibanco will exert no influence in the commercial and operational policies of any company belonging to the group, nor will it have preference or exclusivity rights in the sale of its products. Accordingly, the management and running of XP business will remain fully independent, separated and self-ruling. After approval from the Central Bank of Brazil, the financial settlement of this operation was carried out on August 31, 2018 by means of a capital contribution of R$600 million and the purchase of shares in the amount of R$5.7 billion1. This agreement also provides for a single additional operation in 2022, subject to future approval from the Central Bank of Brazil. If approved, it will enable us to hold up to 62.4% of XP’s total capital stock (equivalent to 40.0% of common shares) based on a multiple (19 times) applied to XP’s earnings, and it is certain that the control of the XP group will remain unchanged, held by the shareholders of XP Controle Participações S.A. ¹ Amounts were adjusted from May 11, 2017 up to the financial settlement. Itaú Unibanco Holding S.A. – Complete Financial Statements in IFRS – September 30, 2018 5 Employee Benefits Market - Programa de Alimentação ao Trabalhador (PAT) This partnership will enable us to increase the offer of products to corporate clients In September 2018, we entered into a partnership with Edenred Participações S.A., the parent company of Ticket Serviços S.A. in Brazil, to operate in the employee benefits market, which is mainly regulated by the Programa de Alimentação do Trabalhador - PAT. This partnership will enable us to extend the benefits provided by Ticket to clients in the wholesale, middle- market, very small and small companies segments, the workers of which may take advantage of Ticket’s experience in the management and development of employee benefit solutions, besides having access to one of the broadest benefits acceptance networks. Under this agreement, we will make a minority investment of 11% in Ticket, by means of a capital increase to be paid (i) in cash, equivalent to the book value of such equity interest, and (ii) with the contribution of distribution exclusivity rights regarding Ticket Restaurante, Ticket Alimentação, Ticket Cultura and Ticket Transporte to Itaú Unibanco’s corporate client base during the term of this partnership. Ticket will continue to distribute its products by means of other trade agreements and remain under Edenred’s control and management. The completion of this transaction is conditioned on approvals from the Central Bank of Brazil and CADE, the Brazilian antitrust agency. We do not expect this agreement to have any material impact on our 2018 results. POP Credicard POS machines for self-employed individuals, micro entrepreneurs and small companies with short payment terms and lower fees In July 2018, we announced the entry of the Credicard brand into the merchant acquiring segment, with a POS machine family used for payment with cards that will be offered for sale especially to self-employed individuals, micro entrepreneurs and small companies. The first machines launched are POP Credicard, a model with no printing coil, with chip and Wi-Fi capabilities, debit, credit, food and meal functions, and that is accepted by major brands, and Mega POP Credicard, which is similar to a traditional POS machine and features a printing coil to print proofs of payment, in addition to all the benefits above. With this initiative, we place ourselves among the best players of the sector, providing retailers with shorter payment terms and competitive fees. Our choice of the Credicard brand was driven by its repositioning in the electronic payment means segment to keep up with technology and behavior changes in the world and meet the clients’ needs. Interest held in Itaú CorpBanca Under the Shareholders’ Agreement, we have increased our interest in the Chilean bank In October 2018, we indirectly acquired 10.7 billion shares of Itaú CorpBanca for CLP65.7 billion, equivalent to approximately R$362.9¹ million, as a result of the Corp Group exercising a put option set forth in the shareholders’ agreement of Itaú CorpBanca. Accordingly, our interest in Itaú CorpBanca increased to 38.14%, from 36.06%, with no change in the governance of Itaú CorpBanca. ¹Based on the price of the financial settlement on October 17, 2018 No fees charged for Treasury Direct bonds, Pension funds and Fixed Income products A novelty for all bank clients In September 2018, we were able to show in practice what we have come here for: putting the client at the center of everything. Accordingly, we announced that we have straight away zeroed out our custody fees for Treasury Direct bonds offered by Itaú Corretora and for Fixed Income products (bank deposit certificates (CDB) from other managers, bills, debentures, real estate receivables certificates (CRI) and agribusiness receivables certificates (CRA)). Additionally, we also zeroed out the initial and final contribution fees for Private Pension plans¹ for all bank clients. To access these no-fee products, Itaú Unibanco clients may access their account on the Internet or, if not an account holder, open an account via the Itaú Abreconta app. By following the route “Investimentos > Minha conta na Itaú Corretora”, clients will be able to register at our broker, a step required to trade treasury direct bonds. It is also important to complete the information requested so that clients get to know their investment profile and the options most fitting to meet their expectations. Itaú Unibanco Holding S.A. – Complete Financial Statements in IFRS – September 30, 2018 6 This initiative provides our clients with more investment options in a scenario of low interest rates. For further information, please access https://www.itau.com.br/investimentos-previdencia/taxa-zero/ ¹ Applicable to PGBL and VGBL products. PayPal A digital payment platform In August 2018, we announced a partnership in the digital segment between Itaú Unibanco, Rede and PayPal, as an alternative to ensure that our clients have more convenience when shopping online and to increase sales for retailers, providing more agility and security. The purpose is to create exclusive value proposals by combining expertise to speed up digital inclusion, boost the volume of global digital trade and further cooperate to mitigate risks for clients. PayPal offers an open digital payment platform to its users, with 244 million active accounts, available in over 200 markets throughout the world. 1.3 Investor Relations Apimec SP Held on September 12, 2018, presentations given addressed our strategic frontlines and capital management On September 12, 2018, we held our 23th Apimec meeting in São Paulo, with the record attendance of 667 guests, in addition to 158 participants on the Internet. Members of our Executive Committee and Board of Directors gave presentations on our stockholder-focused initiatives, highlighting the alignment of interests