Audited Financial Statements 2014
Transcription
Audited Financial Statements 2014
Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander México and Subsidiaries Consolidated Financial Statements for the Years Ended December 31, 2014 and 2013 and Independent Au Report Dated February 20, 2015 Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander México and Subsidiaries Financial Statements of 2014 and 2013 Table of contents Page 1 Consolidated Balance Sheets 3 Consolidated Statements of Income 6 Consolidated Statements of Changes in 7 Consolidated Statements of Cash Flows 8 Notes to Consolidated Financial Statements 10 Memorandum accounts (see Note 31) Own record accounts: Contingent assets and liabilities Credit commitments Assets in trust or mandate: Trusts Mandates Assets in custody or under administration Collaterals received Collaterals received and sold or pledged as security Investment bank operations on account of third parties Uncollected interest earned on past due loan portfolio Other accounts 2014 $ 12 132,353 2013 $ 135,497 247 3,193,157 52,309 27,409 462,753 1,427 656,653 $ 4,661,817 12 159,252 136,419 274 3,702,338 100,410 52,003 611,817 1,229 509,968 $ 5,273,722 Institutions, issued by the National Banking and Securities Commission, in accordance with the requirements set forth in articles 99, 101, and 102 of the Credit Institutions Law, of general and mandatory compliance, applied consistently, and include the operations performed by the Institution as of the aforementioned dates, which were performed and valued in accordance with sound banking practices and the applicable legal and administrative standards under the responsibility of the The accompanying notes are part of these consolidated financial statements. 3 Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander México and Subsidiaries Consolidated Statements of Income For the years ended December 31, 2014 and 2013 (In millions of Mexican pesos) 2014 Interest income $ 2013 57,162 $ 55,211 Interest expense Financial margin (19,635) 37,527 (19,197) 36,014 Provisions for loan losses Financial margin after provisions for loan losses (14,289) 23,238 (12,852) 23,162 Commission and fee income 16,109 14,540 Commission and fee expense (3,207) (2,352) Net gain on financial assets and liabilities 2,953 2,873 Other operating income 1,451 1,832 (23,224) 17,320 (18,408) 21,647 Equity in results of unconsolidated subsidiaries and associates Income before income taxes 79 17,399 80 21,727 Current income taxes (2,121) (4,823) Deferred income taxes (net) (1,224) (3,345) 2,036 (2,787) 14,054 18,940 Administrative and promotional expenses Total operating income Net income Non-controlling interest Net income attributable to controlling interest (1) $ 14,053 (4) $ 18,936 The present Consolidated Statements of Income were prepared in conformity with the Accounting Criteria for Credit Institutions, issued by the National Banking and Securities Commission, in accordance with the requirements set forth in articles 99, 101, and 102 of the Credit Institutions Law, of general and mandatory compliance, applied consistently, and include all the income and expenses arising from the transactions performed by the Institution during the aforementioned periods, which were performed and valued in accordance with sound banking practices and the applicable legal and administrative standards. The present Consolidated Statements of Income were approved by the Board of Directors under The accompanying notes are part of these consolidated financial statements. 4 Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander México and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2014 and 2013 (In millions of Mexican pesos) 2014 Net income Adjustment for line items that do not require cash flows Result from valuation associated with investing or financing activities Equity in the results of associate companies Depreciation of property, furniture and fixtures Amortizations of intangible assets Current and deferred income taxes Deferred employee profit sharing Estimate of contributions payable in shares Operating activities: Margin accounts Investment in securities Debtors under sale and repurchase agreements Derivatives-asset Loan portfolio-net Accrued income receivable from securitization transactions Foreclosed assets Other operating assets Deposits Bank and other loans Creditors under sale and repurchase agreements Collateral sold or pledged as security Derivatives-liability Other operating liabilities Payments of income taxes Net cash provided by operating activities Investing activities: Payments for acquisition of mortgage business Proceeds from disposal of property, furniture and fixtures Payments for acquisition of property, furniture and fixtures Cash dividends received Payments for acquisition of intangible assets Net cash used in investing activities $ 14,053 2013 $ 18,936 (253) (79) 784 897 3,345 38 250 19,035 (192) (80) 649 970 2,787 (3,200) 227 20,097 410 (32,848) 30,331 (23,234) (69,963) (3) 67 (7,370) 55,382 9,565 26,596 1,738 25,743 (17,336) (3,594) 14,519 730 (2,093) (27,217) 7,121 (32,280) (74) 5,740 34,270 6,308 5,191 5,486 (6,138) 5,330 (10,298) 12,173 - (509) 5 (1,279) 70 (1,226) (2,430) (1,313) 68 (933) (2,687) 6 2014 Financing activities: Cash payment of dividends Subordinated liabilities Recovery of reserves previously applied to retained earnings Net cash used in financing activities 2013 (3,473) 20 (3,453) (18,550) 16,824 43 (1,683) Net increase in cash and cash equivalents 8,636 7,803 Adjustment to cash flows for changes in exchange rate 2,908 225 89,654 81,626 - Funds available at the beginning of the year Funds available at the end of the year $ 101,198 $ 89,654 The present Consolidated Statements of Cash Flows were prepared in conformity with the Accounting Criteria for Credit Institutions, issued by the National Banking and Securities Commission, in accordance with the requirements set forth in Articles 99, 101, and 102 of the Credit Institutions Law, of general and mandatory compliance, applied consistently, and include all the cash flow inputs and outputs arising from the transactions performed by the Institution during the aforementioned periods, which were performed and valued in accordance with sound banking practices and lows were approved by the Board of Directors under the The accompanying notes are part of these consolidated financial statements. 7 Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander México and Subsidiaries Notes to Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (In millions of Mexican pesos) 1. Explanation for translation into English The accompanying consolidated financial statements have been translated from Spanish into English for use outside of México. These consolidated financial statements are presented on the basis of accounting criteria prescribed by the Commission. Certain accounting practices applied by the Institution may not conform to accounting principles generally accepted in the country of use. 2. Activity and economic and regulatory environment Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander México (the México ), which holds 99.99% of its common stock and is regulated by, among others, the Credit Institutions Law and the General Provisions issued by the Mexican National Banking and Securities Commission (the banking and credit services under the terms of applicable laws, which services include, among others, reception of deposits, acceptance of loans, granting of credits, trading of securities and the execution of trust contracts. During 2014, the principal macroeconomic indicators underwent certain changes, with accumulated inflation in 2014 of 4.18% compared to 3.78% in 2013, and an estimated increase in Gross National Product ( GNP ) of between 2% and 2.5% compared to growth of 1.1% in 2013. Furthermore, due to conditions surrounding international oil prices, towards the end of 2014, the Mexican peso suffered a significant depreciation of 13% against the US dollar, falling from $13.08 per US dollar at the close of December 2013 to $14.74 per US dollar at December 31, 2014. Significant events 2014a. Acquisition of Scotiabank portfolio - On November 26, 2014, the Institution reached an agreement to acquire from Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, a portfolio of non-revolving consumer loans comprised of approximately 47,000 customers for $4,100. This transaction is subject to the appropriate authorizations by the respective regulatory agencies, for which reason it will not be recorded in the accounting records of the Institution until such authorizations are obtained, which is expected to occur in the first quarter of 2015. b. Commitment to sell custody business - During 2014, the Parent Company and the Institution reached an agreement for the sale of the custody business to FINESP Holdings II B.V., an affiliate of Warburg On June 19, 2014, the Parent Company announced that it had reached a definitive agreement with an affiliate of Warburg Pincus and Temasek to acquire 50% of the custody business of Santander in Spain, México and Brazil through a new company. The close of the transaction was expected for the fourth quarter of 2014. 8 Also, on June 19, 2014, the Parent Company made an offer to purchase the custody business, which was accepted by Banco Santander (the Bank), S.A., Institución de Banca Múltiple, Grupo Financiero Santander México. The selling price agreed was $2,030. Such offer obliges the Bank to transfer the business; however, this obligation is subject to the following conditions: i) it is valid until June 19, 2015; ii) it is subject to the same conditions established in the global agreement signed by the Parent Company; iii) the appropriate authorizations to create a company whose corporate purpose will be the operation of the custody business must be obtained from the Mexican authorities; iv) it depends on the global operation, inasmuch as if the latter is terminated, the operation in México will also be terminated; and v) the transaction must be made legal through the signing of the respective contracts. The strategic alliance was approved by the Board of Directors of both the Parent Company and the Bank during its meeting held on July 22, 2014. Pursuant to the foregoing, although the Bank has an obligation to transfer the custody business to a special vehicle because it accepted the offer made by the Parent Company, such obligation is subject to different conditions which, to date, have not been fulfilled, such as the relevant authorization from the Mexican financial authorities for the vehicle that will render the custody services, among others. Furthermore, to date, no final determination has been made regarding the vehicle that will be used to render the custody service and in which the association will be performed. Consequently, no financial or tax effect has been recognized in the consolidated financial statements of the Institution. c. Sale of foreclosed assets - During December 2013, the Institution signed an agreement with a financial institution for the sale of 1,309 foreclosed assets. The transaction concluded on January 31, 2014 at a selling price of $282, generating pretax income of $149, which was recorded in the consolidated ng income Significant events 2013a. Acquisition of Santander Vivienda - On June 14, 2013, the Institution executed a share purchase-sale agreement to acquire the shares of ING Hipotecaria, S.A. de C.V., Sociedad Financiera de Objeto acquisition was subject to the approval of the respective regulatory entities which was granted during October 2013. On December 13, 2013, ING Hipotecaria obtained approval from its stockholders to change its corporate denomination to Santander Vivienda, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, The change in corporate denomination was registered in the Public Register of Commerce in September 2013. ING Group maintained control of Santander Vivienda until the transaction closing date of November 29, At the transaction closing date, the Institution formalized the acquisition of 100% of the ordinary voting stock of Santander Vivienda through a cash payment of $541, equal to 100% of the shares and The fair value of the acquired net assets was $395, which includes the mortgage credit portfolio with a face value of $11,237 and an estimated fair value of $10,772. A credit portfolio of approximately $363 is not expected to be recovered at the acquisition date. Santander Vivienda currently operates as a subsidiary of the Institution; given this shareholding relationship, it became a regulated entity as of the acquisition date. The Institution anagement analyzed the fair values of the assets acquired and liabilities assumed through this transaction, which generated goodwill of $146 based on the synergies that will be generated once Santander Vivienda is completely integrated into the operations of the Institution. 9 The most significant acquisition accounting adjustments included a reduction in the valuation of the loan portfolio of $465, as well as a reduction in the valuation of foreclosed assets of $686, thereby generating a deferred tax asset of $345. These adjustments have been included in the amounts presented in the following summary table. The main assets acquired and liabilities assumed, valued at fair value at the acquisition date, are detailed below: Heading Cash and investments in securities Mortgage portfolio, net Foreclosed assets, net Accounts receivable Other assets Total assets $ Other liabilities Total liabilities 557 10,772 202 95 586 12,212 (11,817) (11,817) Acquired net assets Acquisition cost $ 395 (541) Goodwill at November 29, 2013 $ (146) In December 2014, the Institution finished analyzing the estimates regarding the fair values of the assets and liabilities acquired in this transaction in conformity with Financial Reporting Standard B-7, Business Acquisitions and no adjustments were identified in addition to those described above. From the acquisition date and until December 31, 2013, Santander Vivienda contributed $20 to the consolidated financial margin and $40 to the consolidated net profit of the Institution. If the acquisition had taken place on January 1, 2013, this entity would have contributed $1,259 to the consolidated financial margin and $(96) to the consolidated net profit during 2013. b. Mexican real estate sector In past years, the historic shortage of housing in Mexico drove the Mexican Government to actively incentivize its development. These incentives led to increased construction of subsidized housing. The lack of infrastructure, the long distances to the workplaces and transportation costs led to increased abandonment and mortgage default of these homes. The foregoing, together with changes in governmental policies in the second quarter of 2012, caused a strong decrease in the home building and sales of the principal Mexican home builders and an adjustment in their growth plans and business models in order to compensate for the impacts of these changes. In April and June 2014, two of the three largest real estate companies in Mexico were declared bankrupt as they met the criteria established in the Commercial Bankruptcy Law to be considered insolvent. At the beginning of December 2014, one of the three main real estate companies in Mexico sent to the respective court its request to file a pre-established commercial bankruptcy proceeding. As of December 31, 2014 and 2013, the loan portfolio of the Institution with the three principal Mexican real estate companies was $4,903 and $5,140, respectively which represents 1.05% and 1.30% of the total loan portfolio, respectively, and the 0.52% and 0.62% of the total assets of the Institution, of which $4,720 and $4,265 are non-performing loan portfolio, respectively. At December 31, 2014 and 2013, the Institution has recorded an allowance for loan losses based on the loss methodology used for this loan portfolio. Aside from this allowance for loan losses, the Institution has real property collateral to mitigate default events and avoid future material losses. 10 c. Change of Legal Criteria regarding the Payment of Employee Statutory Profit- - On August 30, 2013, the Federal Weekly Gazette published a collective federal court decision issued by the Supreme Court to resolve the conflicts arising from legal verdicts issued by lower level courts, which establishes that only the employers that exclusively obtain their income from (i) the management of real property that generates rentals, or (ii) the recovery of loans and interest related to this real property, are entitled to apply Article 127, section III of the LFT to determine PTU. The Institution has evaluated the accounting effect of this decision for prior fiscal years and has concluded that it represents a remote contingency. The evaluation performed by the Institution is based on the profile of its collective-bargaining agreements, the criteria issued by the Tax Administration -bargaining agreements and the terms of the reform of the Law on Injunctive Relief, which establish that legal decisions cannot be applied retroactively. Until that date, the Institution determined and recorded this obligation in accordance with Article 127 of the As a result of this change of legal criteria, as of September 2013, the Institution determines and records its PTU obligation in accordance with Article 10 of the Income Tax Law. Accordingly, as of that date, entities are required to account for deferred PTU based on Mexican Financial Reporting Standard D-3, Employee Benefits. The Institution therefore determined and recorded a deferred PTU asset of $2,935, and promotional d. Tax reforms - On November 1, 2013, Mexico take effect at the start of 2014. These reforms include amendments to the Income Tax Law, Value Added Tax Law and Federal Tax Code. These reforms also eliminated the Business Flat Tax Law and Cash Deposit Tax Law. e. Placement of debtures on international markets - On December 27, 2013, the Institution made a placement of debt instruments denominated Tier 2 Subordinated Notes for the amount of US $1,300 million for a 10-year period, with the option of advance payment in year five. These instruments were issued and placed according to Rule 144A and Regulation S of the 1933 US Securities Act. Interest will be paid semiannually on January 30 and July 30 based on an initial annual rate of 5.95%. The main characteristics of this issuance are as follows: If advance payment is not made in year five, the respective interest rate applicable during the second five-year period will be based on the rate set for US five-year Treasury Notes at that time, plus the spread defined in the placement prospectus. The instruments have a loss absorption mechanism based on a , which will be triggered when basic capitalization ratio levels (Tier 1) of 4.5% are reached. A partial, proportional write-down until recovering a basic capitalization ratio (Tier 1) of 7%. When a capitalization ratio of 8% is determined: Early warning activation - The deferral of principal or interest or other measures determined by the Commission. Cause of revocation - A possible write-down due to remediation default. The possibility of advance payment based on the inability to treat the subordinated notes as supplementary capital (Tier 2) due to the nondeductibility of interest or increased withholding tax. 11 3. Significant accounting policies The significant accounting policies applied by the Institution are in conformity with the accounting criteria established by the Commission in the General Provisions Applicable to Credit Institutions and Financial Companies Regu , in its circulars and in general and specific official mandates, which require that management make certain estimates and utilize certain assumptions to determine the valuation of items included in the consolidated financial statements and to make required disclosures. Although the actual results may differ, management believes that the estimates and assumptions utilized were appropriate under the circumstances. Based on Accounting Criterion A-1 of the Commission, the accounting of the Institution shall be in Standard should be applied on the basis that the institutions subject to its rules carry out specialized operations. Changes in accounting policies Changes in the Accounting Criteria of the Commission Changes that occurred during 2014 On March 26, 2014, the Commission made certain changes to the methodology for the determination of credit reserves for the loans granted under Article 75 in relation to Sections II and III of Article 224 of the Commercial Bankruptcy Law, and those loans which, pursuant to Article 43, Section VIII of such Law, continue to receive payments, as a result of the change in the Commercial Bankruptcy Law made on January 10, 2014. Also, on September 24, 2014, the Commission published in the Federal Official Gazette the amendments related to Accounting Criterion B-6, Loan Portfolio, in order to make it consistent with the change in the loan reserves methodology described in the preceding paragraph. These changes went into effect on the day following their publication. The changes to such Accounting Criterion include the incorporation of the definition of payment and an amendment to the definition of due portfolio , to exclude those loans engaged in bankruptcy proceedings which continue to receive payments under the terms established in Article 43, Section VIII of the Commercial Bankruptcy Law, or are granted in accordance with Article 75 in relation to Sections II and III of Article 224 of such law. On May 19, 2014, different amendments to the accounting criteria of credit institutions were published in the Federal Official Gazette. These amendments are in line with the continuous updates to the accounting criteria of the Commission, and seek to achieve consistency with international accounting regulations. The purpose of the Commission as a result of such modifications is to oblige credit institutions to have transparent financial information that is comparable with information from institutions operating in other countries. Changes in NIF issued by CINIF applicable to the Institution As of January 1, 2014, the Institution adopted the following new NIFs: NIF C-11, Equity NIF C-12, Financial Instruments with Characteristics of Debt and Equity Improvements to Financial Reporting Standards 2014 12 Certain significant changes established by these standards are: NIF C-11, Stockholders' Equity- Establishes the standards for presentation and disclosure and indicates that advances for future capital increases are presented in stockholders' equity, only when: i) there is resolution issued by a meeting of partners or owners, where they stipulated that the amounts paid will be applied to capital increases in the future; ii) a fixed number of shares set to be issued by such advances, iii) the price per share to be issued for such advances is fixed and iv) it amounts cannot be reimbursed before they are capitalized. NIF C-12, Financial Instruments with Characteristics of Debt and Equity- Establishes that the principal characteristic for a financial instrument to qualify as an equity instrument is that the holder must be exposed to the risks and benefits of the entity, instead of having the right to collect a fixed amount from the entity; the classification of a redeemable equity instrument as stockholders' equity, can be made when certain conditions are fulfilled, such as that the redemption may only be exercised when the company is liquidated, as long as there is no other unavoidable payment obligation in favor of the holder; incorporates the concept of subordination, a crucial element in this standard, because if a financial instrument has a preferential order of payment or reimbursement before other instruments, it qualifies as a liability because of the obligation to settle it; allows for the classification as equity of an instrument with an option to issue a fixed number of shares at a fixed price established in a currency different from the functional currency of the issuer, provided that the option is available to all the owners of the same class of equity instruments, in proportion to their participation. Improvements to Financial Reporting Standards 2014: The purpose of the Improvements to Financial Reporting Standards 2014 (Improvements to NIF 2014) is to incorporate changes and details in order to establish a more appropriate regulatory approach. The Improvements to NIF are classified into those improvements that create accounting changes in the valuation, presentation or disclosure in the financial statements of the entities, and in those detailed improvements that help to establish a clearer and more comprehensible regulatory approach: since they are only details, they do not generate accounting c statements. The Improvements to NIFs which result in accounting changes are as follows: NIF C-5, Prepaid Expenses Establishes that amounts paid in foreign currency should be recognized at the exchange rate in effect on the transaction date, and should not be modified for subsequent changes in exchange rates. Bulletin C-15, Impairment in the Value of Long-lived Assets and their Disposal Establishes that it is not permitted f impairment losses. Furthermore, the balance sheets form previous years that are presented for comparative purposes should not been restated for the presentation of assets and liabilities related to discontinued operations, eliminating the current difference with the International Financial Reporting Standards ( IFRS ) 5, Non-current Assets Held for Sale and Discontinued Operations. The Improvements to NIF which did not generate accounting changes are the following: Bulletin C-9, Liabilities, Provisions, Contingent Assets and Liabilities and Commitments - The term 13 Bulletin C-15, Impairment in the Value of Long-lived Assets and their Disposal - The definition of the term , depending on the financial hypotheses used in the cash flow projections. At the date of the issuance of these financial statements, the adoption of these improvements did not have a Changes in accounting policy applicable in 2014 and 2013 Methodology for the determination of the allowance for loan losses applicable to loans granted under the Commercial Bankruptcy Law On March 26, 2014, the Commission issued a ruling which amends the Provisions, adjusting the methodology applicable to the classification of commercial loan portfolio for loans granted under Sections II and III of Article 224 of the Commercial Bankruptcy Law in order to make it consistent with the modifications made to such statute on January 10, 2014. This methodology mainly involves the consideration of collaterals under Article 75 of the Commercial Bankruptcy Law for the determination of the Severity of Loss applying certain adjustment factors or discount rates for each type of eligible collateral. The change in allowance methodology did not have any material effects in the financial statements as of December 31, 2014. consolidated Methodology for the determination of the allowance for loan losses applicable to commercial credit portfolio On June 24, 2013, the Commission modified the methodology applicable to the classification of the commercial loan portfolio to changes in the model for recognizing the allowance for loan losses from the incurred loss model to an expected loss model where losses for the following 12 months are estimated based on current credit information. The Commission mandated the recognition of initial cumulative effect of this change in methodology related to commercial loan portfolio also established two deadlines for the implementation of these new criteria. The first deadline for determining and recording the new allowance for loan losses for commercial or business activity loan portfolio is December 31, 2013, while the second deadline for recognizing the new methodology with respect to allowance for loan losses for loan portfolio to financial entities is June 30, 2014. The Institution recognized the initial cumulative financial effect derived from the application of the new classification methodology for its loan portfolio to financial entities and commercial or business activity loan portfolio as of June 30, 2014 and 2013, respectively. As of June 30, 2014 and 2013, the initial financial effect derived from the application of the change in classification methodology for the loan portfolio to financial institutions and commercial credit portfolio resulted in the recognition to NIF D-4, Income Taxes, the Institution recognized the related deferred income tax derived from the change in classification methodology of the loan portfolio to financial institutions and the commercial loan portfolio oyee statutory profit sharing (n Retained earnings r the amount of $25 and $1,033, respectively. Therefore, the initial financial effect in classification methodology of the loan portfolio to financial entities and commercial loan portfolio is $58 and $2,412, respectively, net of the related deferred income tax. 14 Special accounting criteria applicable in 2014 Special accounting criteria applicable to loans subject to the support derived from the flooding caused by In Official Notice P110/2014 dated September 19, 2014, the Commission authorized the application of special accounting criteria for the purpose of assisting the borrowers of the Institution that were affected as a result of including the severe rainfall and other adverse natural phenomena which affected different towns and cities in the State of Baja California Sur. Such financial aid was applicable to customers who were domiciled in or had loans with the source of payment located in areas declared as disaster zones by the Interior Department in the Federal Official Gazette. The purpose of this aid was to assist in the economic recovery of the affected zone through the implementation of different measures, such as: 1. Those loans with a single payment of principal at maturity and periodic payments of interest, as well as loans with a single payment of principal and interest at maturity, which were renewed or restructured, were not considered as overdue portfolio under the terms of that established in Accounting Criterion B-6, Credit Portfolio established to the effect that the new deadline granted to the borrower should not exceed three months as of the date on which it expired. The above applies to loans included in current portfolio as of the date of the incident, in accordance with Accounting Criterion B-6 issued by the Commission, and the respective renewal or restructuring procedures conclude within 120 calendar days after the date of the incident. 2. Loans with periodic principal and interest payments and which are subject to restructuring or renewal may be considered as current when this event takes place, thereby avoiding the requirements detailed in Accounting Criterion B-6. This treatment is applicable as long as the loans in question are recorded as current portfolio at the date of the casualty, in conformity with Accounting Criterion B-6, provided the respective renewal or restructuring procedures are concluded no more than 120 calendar days after the casualty date and the new maturity date granted to the borrower does not exceed three months as of the date on which it would have originally expired. 3. Loans which from the beginning were stipulated as revolving, which are restructured or renewed within the 120 calendar days following the date of the adverse weather event, will not be considered as overdue portfolio under the terms of Accounting Criterion B-6 of the Commission. Such benefit may not exceed three months as of the date on which they expired. The above applies provided that they refer to credits which are recorded as current portfolio as of the date of the adverse weather event. 4. The loans indicated in the foregoing will not be considered as restructurings under the terms of Accounting Criterion B-6 of the Commission. The Institution received different requests for aid from the borrowers affected by the flooding and damage the original deadlines. As of December 31, 2014, the balance of the loan portfolio which received this financial aid was $170. These loans will not be considered as overdue portfolio under the terms of Accounting Criterion B-6 of the Commission. The loans which received the aforementioned financial aid are current with their payments of both principal and interest. Special accounting criteria applicable in 2013 Special accounting criteria applicable to loans subject to the support provided in response to the flooding generated by hurricanes Ingrid and Manuel 15 Through Document Number P065/2013 issued on October 18, 2013, the Commission authorized the application of special accounting criteria to the loans of customers domiciled in areas of Mexico declared as being in a state of emergency or natural disaster by the Department of the Interior ( SEGOB ), through publications made in the Federal Official Gazette in September and October 2013. These criteria are also applicable to loans with a source of payment located in these zones and which were classified as current for accounting purposes at the casualty date (September 13, 2013) established in the aforementioned declarations under the following terms: 1. Loans with a single principal payment at maturity and periodic interest payments, as well as loans with a single principal and interest payment at maturity and that are renewed or restructured, will not be considered as overdue portfolio according to Accounting Criterion B-6 issued by the Commission. In this regard, the new maturity period granted to the borrower must not exceed three months as of the original maturity date. The above criteria are applicable provided the credits are recorded as current portfolio at the date of the casualty, as required by Accounting Criterion B-6, and as long as the respective renewal or restructuring procedures conclude no later than 120 calendar days following the casualty date. 2. Loans with periodic principal and interest payments and which are subject to restructuring or renewal may be considered as current when this event takes place, thereby avoiding the requirements detailed in Accounting Criterion B-6. This treatment is applicable as long as the loans in question are recorded as current portfolio at the date of the casualty, in conformity with Accounting Criterion B-6, provided the respective renewal or restructuring procedures are concluded no more than 120 calendar days after the casualty date and the new maturity date granted to the borrower does not exceed three months as of the date on which it would have originally expired. 3. Credits which are initially classified as revolving, are restructured or renewed within 120 calendar days following the casualty date, which are not considered as overdue portfolio according to Accounting Criterion B-6. However, this benefit must not exceed a three-month period as of the initial maturity date. This treatment is applicable to the loans which, at the casualty date, are recorded as current portfolio in conformity with Accounting Criterion B-6. The loans referred to in the preceding numerals 1, 2 and 3 will not be considered as restructured under Accounting Criterion B-6. In order to support customers affected by this situation, the Institution implemented a series of credit payment facilities for payrolls, credit cards, SME and mortgage credits. Customers requiring this support will not generate a Credit Bureau report. At December 31, 2013, the Institution received support applications from borrowers affected by the flooding generated by hurricanes Ingrid and Manuel. This support consisted of deferring original maturity dates by 60 days. The amount of the credit portfolio that received this support was $65. The borrowers that received the aforementioned support are current with their principal and interest payments. The significant accounting policies applied by the Institution are as follows: Monetary unit of the financial statements - The consolidated financial statements and notes for the years ended December 31, 2014 and 2013 include balances and transactions in Mexican pesos of different purchasing power. Basis for consolidation - The accompanying consolidated financial statements include those of the Institution and its subsidiaries listed below. All significant intercompany balance and transactions have been eliminated on consolidation. 16 The consolidated subsidiaries and the equity percentage are as follows: Equity Percentage Instituto Santander Serfin, A.C. Banco Santander, S.A., Fideicomiso 100740. Fideicomiso GFSSLPT, Banco Santander, S.A. Santander Holding Vivienda, S.A. de C.V. Santander Servicios Corporativos, S.A. de C.V. Santander Servicios Especializados, S.A. de C.V. 2014 2013 99.99% 99.99% 87.87% 87.87% 99.99% 99.99% 99.99% 92.75% 99.99% 99.96% 99.99% 99.99% 99.99% 99.99% 92.75% 99.99% 99.96% 99.99% Recognition of the effects of inflation in the financial information - Because it operates in a noninflationary environment, the Institution suspended recognition of the effects of on January 1, 2008. Up to December 31, 2007, the recognition of inflation mainly resulted in gains or losses from inflation on nonmonetary and monetary assets and liabilities. The balances of assets, liabilities and stockholders' equity include the effects of inflation recognized through December 31, 2007, during which time Mexico was considered to be an inflationary environment as previously defined under MFRS. The effects of inflation are derecognized on the date on which the assets and effects are derecognized. The consolidated financial statements as of December 31, 2014 and 2013 only include inflation adjustments not yet been derecognized. As established in NIF B-10, Effects of Inflation, a non-inflationary environment is defined as one in which the cumulative inflation rate of the three preceding years is lower than 26%, and which is projected to maintain stable inflation rates according to the economic forecasts of government agencies. The cumulative inflation of the three-year periods preceding December 31, 2014 and 2013 is 11.3% and 11.8% respectively. The inflation percentage under UDIS rates for 2014, 2013 and 2012 was 4.18%, 3.78% and 3.90% respectively; consequently, the economic environment qualifies as non-inflationary in both years. Offsetting of financial assets and liabilities - Financial assets and liabilities are offset in such a way that the debit or credit balance is only presented on the consolidated balance sheet if the Institution has the contractual right to offset recognized amounts, the intention to settle the net amount or realize the asset and simultaneously settle the liability. Funds available - Funds available are valued at face value; foreign currency funds available are valued at fair value using yearend quoted exchange rates. Foreign currency acquired that will be settled on a date subsequent to the purchase-sale transaction is recognized as restricted funds available (foreign currency receivable). Foreign currency sold is recorded as a credit to funds available (foreign currency deliverable). The offsetting entry is recorded in a debit (credit) settlement account when a sale or purchase is performed, respectively. For financial information presentation purposes, accounts receivable and payable settled in foreign currency settlement Interbank loans executed for a term of three working days or less, as well as other funds available such as correspondent banks or other liquid notes, are also included in this line item. 17 Margin accounts - The margin accounts given in cash (and other cash equivalents) required from entities when performing transactions with derivative financial instruments through recognized stock markets or exchanges are recorded at their face value. In the case of margin accounts granted to the clearinghouse and composed by items other than cash, such as debt instruments or share certificates, the clearinghouse is entitled to sell the component assets embodied in these margin accounts or give them as collateral. Financial assets given as collateral are presented as restricted assets; the respective valuation and disclosure standards are then utilized according to the applicable accounting criterion based on the nature of these assets. Margin accounts are used to ensure the fulfillment of obligations derived from the performance of transactions with derivative financial instruments on recognized stock markets and exchanges. Accordingly, they reflect the initial margin, contributions and withdrawals made during each contractual period. Trading securities - Trading securities represent investments in debt and equity securities, in proprietary position and pledged as collateral, which are acquired with the intention of selling them to realize gains from increases in fair value. Upon acquisition, they are initially recorded at fair value, which includes applicable discounts or premiums. Furthermore, the cost is determined by the average costs method. They are subsequently valued at fair value determined by the price vendor engaged by the Institution in accordance with the Provisions of the Commission. The difference between the historical cost, which is determined using the average cost method, of the investments in debt securities plus accrued interest and of equity securities compared with their fa be distributed to stockholders until the securities are sold. Fair value is the amount at which an asset may be exchanged or a liability may be settled by informed, willing . The transaction costs for the acquisition of trading securities are recognized in earnings on the acquisition date. Cash dividends of shares are recognized in earnings in the same period in which the right to receive such payment is generated. The exchange gain or loss on foreign currency-denominated investments in securities is recognized in earnings. This heading is used to record outstanding transactions derived from the purchase-sale of assigned, unpaid securities, which are valued and recorded as securities held for trading purposes. The movements of the securities embodied in each transaction are recorded in the respective debit or credit settlement account. The accounting criteria used by the Commission allow for reclassifications of trading securities to availablefor-sale only in extraordinary circumstances (for example, a lack of market liquidity, no active market for the instrument, among others), which will be evaluated and, if applicable, validated with the express authorization by the Commission. As of December 31 2014 and 2013, no reclassifications were made. Available for sale securities Available for sale securities are debt instruments and equity shares that are not held for purposes of realizing gains derived from increases in fair value and, in the case of debt instruments, those that the entity does not intend or is able to hold to maturity and, therefore, represent a residual category, i.e., they are acquired for purposes other than those of trading securities or securities held to maturity because the entity intends to trade them at some point in the future prior to maturity. Upon acquisition, they are initially recorded at fair value plus the acquisition transaction cost, including applicable discounts or premiums. They are subsequently valued at fair value. 18 The Institution determines the increase or decrease in the fair value using current prices provided by the price vendor, which uses various market factors for their determination. The yield on debt securities is recorded using the imputed interest or effective interest method depending on the nature of the security; such yield is losses resulting from changes in fair value are recorded in comprehensive income items u equity, specifically, under the such securities were not defined as hedged in a fair value hedging relationship through a derivative financial instrument, in which case they are recognized in earnings. Cash dividends of shares are recognized in earnings in the same period in which the right to receive such payment arises. The exchange gain or loss on foreign currency-denominated investments in securities is recognized in earnings. The accounting criteria of the Commission allow for the transfer of securities classified as "held to maturity" to "available for sale", provided that there is no intention or capacity to hold them to maturity, as well as reclassifications from the category of trading securities to available for sale under extraordinary circumstances (for example, a lack of market liquidity, or when there is no active market for the securities, among others), which should be assessed and, if applicable, validated through the express authorization of the Commission. As of December 31, 2014 and 2013, no reclassifications were made. Securities held to maturity - Securities held to maturity are those with fixed or determinable payments and fixed maturity, which the Institution has both the intention and the ability to hold until maturity. These securities are initially recorded at fair value plus acquisition transaction costs, including applicable discount or premium. They are subsequently valued at amortized cost. Interest earned is recorded in the consolidated accordance with the nature of the instrument. At December 31, 2014 and 2013, the valuation of the reserve recorded for special CETE-denominated longterm UDIS is $373. Accordingly, this amount was recorded in the consolidated statements of income under the heading CETE-denominated UDIS by the Bank of Mexico. Based on the early termination of Debtor Support Programs, in 2014 and 2013, and given that the Federal Government did not repurchase any special CETEdenominated UDIS, the Institution did not cancel any portion of this reserve during those years. The accounting criteria of the Commission allow for the transfer of securities classified as "held to maturity" to "available for sale", provided that there is no intention or capacity to hold them to maturity, as well as reclassifications from the category of trading securities to available for sale under extraordinary circumstances (for example, a lack of market liquidity, or when there is no active market for the securities, among others), which should be assessed and, if applicable, validated through the express authorization of the Commission. As of December 31, 2014 and 2013, no reclassifications were made. The cash dividends of equity securities are recognized in earnings during the same period in which the fair value of these securities is affected as a result of the coupon cutoff date. Impairment in the value of a financial instrument - The Institution must evaluate whether there is objective evidence that a financial instrument is impaired as of the consolidated balance sheet date. Impairment is the condition that arises when the book value of the investments in securities exceeds their recoverable amount. A financial instrument is considered to be impaired and, accordingly, a loss from impairment is incurred if, and only if, there is objective evidence of the impairment as a result of one or more events that took place after the initial recognition of the financial instrument, which had an impact on its estimated future cash flows that can be reliably determined. It is deemed highly unlikely that one identified event can be the sole cause of the impairment, and it is more feasible that the combined effect of different events might have caused the impairment. The expected losses as a result of future events are not recognized, regardless of how probable they are of occurring. 19 Objective evidence that a credit instrument is impaired includes observable information such as, among others, the following events: a) b) c) d) e) Significant financial difficulties of the issuer of the instrument; It is probable that the issuer of the instrument will be declared bankrupt or another financial restructuring will take place; Noncompliance with the contractual clauses, such as default on payment of interest or principal; Disappearance of an active market for the instrument in question due to financial difficulties, or A measurable decrease in the estimated future cash flows of a group of securities since the initial recognition of such assets, even though the decrease cannot be matched with the individual securities of the group, including: i. Adverse changes in the payment status of the issuers in the group, or ii. Local or national economic conditions which are correlated with defaults on the securities of the Institution. Management has not identified objective evidence of impairment of a credit instrument held as of December 31, 2014 and 2013. Sale and repurchase agreements - Sale and repurchase agreements are those in which the buying party acquires for a sum of money the ownership of securities and agrees within the agreed term and against reimbursement of the same price plus a premium, to transfer to the selling party the ownership of the other securities of the same kind. Unless otherwise agreed, the premium is for the buying party. For legal purposes, sale and repurchase agreements are considered as a sale in which an agreement to repurchase the transferred financial assets is executed. Notwithstanding, the economic substance of sale and repurchase agreements is that of a secured financing in which the buying party provides cash as financing in exchange for obtaining financial assets that serve as collateral in the event of default. Sale and repurchase agreements are recorded as indicated below: When the Institution acts as the buying party on the contract date of the sale and repurchase agreements, the withdrawal of funds available or a credit settlement account is recognized, recording an account receivable, initially at the price agreed, which represents the right to recover the cash delivered. The account receivable will be valued subsequently during the useful life of the sale and repurchase agreements at amortized cost, recognizing the interest on the sale and repurchase agreements based on the effective interest method in earnings. On the contract date of the repurchase transaction, when the Institution acts as the selling party, the entry of the cash or asset or a debit settlement account is recognized, as well as an account payable, initially at the price agreed, which represents the obligation to repay such cash to the buying party. The account payable will be valued subsequently during the useful life of the sale and repurchase agreements at amortized cost, recognizing the interest on the sale and repurchase agreements based on the effective interest method in earnings. When the transactions performed are considered to be cash-oriented, the transaction is intended to obtain cash financing by using financial assets as collateral for such purpose; by the same token, the buying party obtains a return on its investment at a certain rate, and as it is not seeking a specific value, receives financial assets as collateral to mitigate the exposure to credit risk which it faces in relation to the selling party. In this regard, the selling party pays the buying party the interest on the cash that it received as financing, calculated based on the rate negotiated in the sale and repurchase agreements. Also, the buying party obtains yields on its investment, whose payment is assured through the collateral. 20 When the transactions performed are considered to be securities-oriented, the intention of the buying party is to temporarily accept certain specific securities held by the selling party, by granting cash as collateral, which serves to mitigate the exposure to risk faced by the selling party in relation to the buying party. In this regard, the selling party pays the buying party the interest rate negotiated in the sale and repurchase agreements for the implicit financing obtained on the cash that it received, which rate is generally lower by comparison than the rates specified in cash-oriented sale and repurchase agreements. - - transactions is identical. Collateral granted and received other than cash in sale and repurchase agreements - In relation to the collateral granted by the selling party to the buying party (other than cash), the buying party recognizes the collateral received in memorandum accounts, following the valuation guidelines for the securities established in Accounting Criterion B-9, Custody and Management of Assets - , issued by the The securities vendor presents the financial asset on its consolidated balance sheet as a restricted asset. It then applies valuation, presentation and disclosure standards according to the respective accounting criterion. Memorandum accounts recognized for collateral received by the buying party are cancelled when the sale and repurchase agreements matures or when the selling party defaults. When the buying party sells the collateral, the proceeds from the sale are recorded and an account payable for the obligation to repay the collateral to the selling party (measured initially at the agreed-upon price) is valued at fair value. If the collateral is pledged as guarantee in another repurchase or resale agreement, it will be measured at amortized cost (any difference between the price received and the value of the account payable is recognized in earnings). Similarly, if the buying party becomes a selling party due to other sale and repurchase agreements with the same collateral received as guarantee of the initial transaction, the interest on the second sale and repurchase agreements must be recognized in earnings as accrued, according to the implied interest method or effective interest method, while also affecting the account payable valued at amortized cost. For transactions where the buying party sells or pledges as guarantee the collateral received (for example, when another repurchase or resale agreement securities loan transaction is established), memorandum accounts are used to control the collateral sold or pledged as guarantee, which is valued using the standards applicable to custody transactions included in Accounting Criterion B-9 issued by the Commission. Memorandum accounts which are recognized for collateral received that in turn is sold or pledged as collateral by the buyer, are cancelled when the collateral sold is purchased to return it to the selling party, or when the second transaction matures or the other party defaults. Securities loans - A securities loan is a type of transaction in which the transfer of securities is agreed between the lender and the borrower, with the obligation to return such securities or other substantially similar instruments on a given date, or upon request, with a premium received as consideration. In this transaction, collateral or security in the form of assets permitted under current regulations, other than cash, is requested by the lender from the borrower. For legal purposes, securities loans are considered a sale in which it is agreed to return the securities in question on a specified date. Notwithstanding, the economic substance of securities loans is that the borrower may temporarily use a certain type of security whereby the collateral serves to mitigate the risk exposure faced by the lender in relation to the borrower. 21 Securities loans are recorded as indicated below: At the contracting date of the securities loan, when it acts as the lender, the Institution records the securities transferred in connection with the loan as restricted, and applies the applicable rules for valuation, presentation and disclosure in accordance with the respective accounting treatment. The premium is recorded initially as deferred revenue, recording the debit settlement account or the entry of the cash. The amount of the accrued premium is recognized in earnings through the effective interest method over the effective term of the transaction. When it acts as the borrower, at the contracting date of the securities loan, the Institution records the security subject to the loan received in memorandum accounts, following the valuation guidelines established for securities recognized included in Accounting Criterion B-9 issued by the Commission. The amount of the premium is recognized initially as a deferred charge, by recording the creditor settlement account or the cash outlay. The amount of the premium earned is recognized in results for the year through the imputed interest method or effective interest method for the effective term of the transaction. The security subject matter of the transaction, as well as the collateral delivered, are presented as restricted, based on the type of financial asset in question. The security subject matter of the transaction, as well as the collateral received, are presented in memorandum Derivatives -The Institution carries out two types of transactions with financial derivatives: - For hedging purposes - The objective of which is to mitigate the risk of an open risk position through transactions with financial derivatives. - For trading purposes The objective of which is different from that of covering open risk positions by assuming risk positions as a participant in the derivatives market. The Institution recognizes all its derivatives (including hedging derivatives) as assets or liabilities (depending on the related rights and/or obligations) in the consolidated balance sheet, initially at fair value, which presumably is equal to the price agreed in the transaction. Transaction costs that are directly attributable to the purchase of the derivative are recognized directly in earnings. Subsequently, all derivatives are valued at fair value without deducting any transaction costs incurred on the gain on relationship. The rights and obligations of derivatives that are traded in recognized markets or stock exchanges are considered to have matured when the risk position is closed, i.e., when an opposite derivative with the same characteristics is traded in such market or stock exchange. The rights and obligations of derivatives that are not traded in recognized markets or stock exchanges are considered to have expired when they reach their maturity date, when the rights are exercised by either party or when the parties early exercise the rights in accordance with the related conditions and the agreed consideration are settled. Derivatives are presented under a specific heading of assets or liabilities, depending on whether their fair value (as a result of the rights and/or obligations they may establish) refers to a debit or credit balance, respectively. Such debit or credit balances may be offset subject to compliance with the respective offsetting rules. 22 Derivative assets and liabilities are segregated between derivatives for trading purposes from derivatives for hedging purposes. Transactions performed for trading purposes Warrants: Warrants are documents which represent the temporary right acquired by holders in exchange for the payment of a premium to the issue Shares or Indexes. Consequently, as this right expires at the end of the validity period, holding warrants means recognizing the fact that their intrinsic value and secondary market price may fluctuate based on the market price of the reference assets. Forward and future contracts: The forward and future contracts are those that establish an obligation to buy or sell an underlying asset on a future date at a pre-established quantity, quality and price on a trading contract. Both forward and futures contracts are recorded by the Institution as assets and liabilities in the consolidated balance sheets at fair value, which is theoretically represents the fair value of rights or obligations, established in the underlying asset purchase-sale contract, to receive and/or deliver the underlying asset, and to receive and/or deliver the cash equivalent to the underlying asset subject specified in the contract. Transaction costs that are directly attributable to the purchase of the derivative are recognized directly in earnings. Differences between the exchange rate agreed in the forward contract for trading purposes and the monthly forward exchange rate, as well as the valuation effects, are recorded in the consolidated statements of income Futures entered into for trading purposes are recorded at market value and the difference between such value and the agreed-upon price is recorded in the consolidated statements of income. For financial information classification purposes, the asset and liability positions of derivatives that have both rights and obligations, such as forwards and futures are offset on a contract by contract basis; if the result is a debit balance, the difference Option contracts: Options are contracts that, in exchange for a premium, grant the right, but not the obligation, to buy or sell a specified number of underlying instruments at a fixed price within a specified period. The holder of a call has the right, but not the obligation, to buy from the issuer a specified number of underlying assets at a fixed price (exercise price) within a specified period. The holder of a put has the right, but not the obligation, to sell a specified number of underlying assets at a fixed price (exercise price) within a specified period. Considering the rights granted, options are divided into buy options (calls) and sell options (puts). Options may be exercised at the end of the specified period (European options) or at any time during such period (American options); the exercise price is established in the contract and may be exercised at the hol premium is the price paid by the holder to the issuer in exchange for the rights granted by the option. The Institution records the premium paid for the option on the transaction date as an asset or liability. Any fluctuations from valuation of the premium at market are recognized in the consolidated statements of income propriate consolidated balance sheet account. When an option matures or is exercised, the related premium is canceled against 23 Recognized options that represent rights are presented, without offsetting, as a debit balance under the asset Trading option contracts are recorded in memorandum accounts at their exercise price, multiplied by the number of securities, distinguishing between options traded on the stock market from over-the-counter transactions, in order to control risk exposure. All valuation gains or losses recognized before the option is exercised or before its expiration, are treated as unrealized and are not capitalized or distributed to stockholders until realized in cash. Swaps: A swap contract is an agreement between two parties establishing a bilateral obligation for the exchange of a series of cash flows within a specified period and on dates previously established. Swaps are initially recognized by the Institution in the consolidated balance sheet as an asset or liability, at fair value, which presumably is equal to the agreed-upon price. The Institution recognizes both an asset and a liability arising from the rights and obligations of the contractual terms, valued at the present value of the future cash flows to be received or delivered according to the projection of the implicit future rates to be applied, discounting the market interest rate on the valuation date using curves provided by the price vendor, which are reviewed by the market risk area. Transaction costs that are directly attributable to the purchase of the derivative are recognized directly in earnings. Subsequently, all derivatives other than hedging derivatives are valued at fair value without deducting any transaction costs incurred during the sale or any other type of disposal, through earnings. If the counterparty credit risk of a financial asset related to the rights established in the derivatives is impaired, the book value must be reduced to the estimated recoverable value and the loss is recognized in earnings. If the impairment situation subsequently disappears, the impairment is reversed up to the amount of the previously recognized impaired loss, recognizing this effect in earnings when it arises. A swap contract may be settled in kind or in cash, according to the conditions established. For purposes of financial statement classification, the asset and liability positions of financial derivatives that incorporate simultaneous rights and obligations, such as swaps, are offset on a contract by contract basis; if the offsetting results in a net debit balance, the difference is presented as part of the assets, under the heading net credit balance arises, it is presented as part of liabilities under the heading Derivative hedging transaction The Institution management carries out derivative transactions for hedging purposes, which involve swap contracts. Financial assets and liabilities that are designated and comply with the requirements to be accounted for as hedged items, as well as the derivative financial instruments which form part of the hedge relationship, are recognized in accordance with the Provisions related to hedge accounting for the recognition of the gain or loss on the hedge instrument and of the hedged item, as established in Accounting Criterion B-5, Derivatives and Hedge Transactions issued by the Commission. 24 A hedge relationship qualifies for the use of hedge accounting when all the following conditions are met: - - - - - Formal designation and sufficient documentation of the hedge relationship. The hedge must be highly effective in achieving the offsetting of the changes in fair value or in the cash flows attributable to the hedged risk. For cash flow hedges, it must be highly probable that the forecast transaction that is intended to be hedged will occur. The hedge must be reliably measurable. The hedge must be evaluated periodically (at least quarterly). All hedging derivatives are recognized as assets or liabilities (depending on the rights and/or obligations that they contain) in the consolidated balance sheet, initially at fair value, which refers to the price agreed for the transaction. The result of offsetting the asset and liability positions, whether debtor or creditor, is presented independently of the hedged primary position, forming part of the heading financial margin in the consolidated statements of income. Derivative financial instruments contracted for hedging purposes are valued at the market value and the effect is recognized according to the type of accounting hedge, as follows: a. Fair value hedge- This represents a hedge of exposure to changes in the fair value of recognized assets and liabilities or of unrecognized firm commitments, or a portion of both, which is attributable to a specific risk and which may affect earnings. The primary position for the risk hedged is valued at market and the hedging derivative instrument at market, and the net effect is recorded in earnings In fair value hedges, the adjustment to the book value for the valuation of the hedged item is presented under a separate heading on the consolidated balance sheet. b. Cash flow hedge- This represents a hedge of exposure to variations in the cash flows of a forecast transaction which (i) is attributable to a specific risk associated with a recognized asset or liability, or with a highly probable event, and which (ii) may affect earnings. The hedging derivative instrument is valued at fair value. The portion of the gain or loss on the hedging instrument that is effective in the hedge is recorded within the comprehensive income account and the ineffective part is recorded in earnings as part of "Net gain on financial assets and liabilities ". The effective hedge component recognized in stockhol adjusted to equal the lower (in absolute terms) of the accumulated gain or loss of the hedging instrument from the start of the hedge, and the accumulated change in the present value of expected future cash flows of the hedged item from the start of the hedge. Any remaining gain or loss of the hedging instrument is recognized directly in earnings. The Institution suspends hedge accounting when the derivative instrument has matured, been sold, is canceled or exercised, when the derivative financial instrument does not attain a high degree of effectiveness to offset changes in the fair value or cash flows of the hedged item, or when the hedge designation is canceled. By ceasing to apply fair value hedge accounting on a prospective basis, any adjustment to the book value for the valuation of the hedged item attributable to the hedged risk is amortized in earnings. The amortization is carried out based on the straight-line method during the remaining life of the hedged item. 25 By suspending cash flow hedge accounting, the accrued gain or loss related to the effective part of the hedging derivative that was recorded in the stockholders' equity as part of comprehensive income, remains in stockholders' equity until the effects of the forecast transaction or firm commitment affect earnings. If it is no longer probable that the firm commitment or the forecast transaction will take place, the gain or loss that was recognized in the comprehensive income account is recorded immediately in earnings. When the hedge of a forecast transaction initially qualifies for hedge accounting, but subsequently is not highly effective, the ef earnings to the degree that the forecast asset or liability affects earnings. Packages of derivative instruments quoted on a recognized market as a single instrument are jointly recognized and valued (i.e., without individually disaggregating each derivative financial instrument). Packages of derivative instruments which are not quoted on a recognized market are recognized and valued in a disaggregated manner for each component derivative. The result of offsetting the asset and liability positions, whether debit or credit, is presented separately from Embedded derivatives - An embedded derivative is a component of a hybrid (combined) financial instrument that includes a non-derivative contract (known as the host contract) in which certain cash flows vary in a manner similar to that of an independent derivative. An embedded derivative causes certain cash flows required by the contract (or even all cash flows) to be modified according to changes in a specific interest rate, the price of a financial instrument, an exchange rate, a price or rate index, a credit rating or index, or other variables allowed by applicable laws and regulations, as long as any non-financial variables are not specific to a portion of the contract. A derivative that is attached to a financial instrument but that contractually cannot be transferred independently from that instrument or that has a different counterparty, is not an embedded derivative but a separate financial instrument (for example, in structured transactions). An embedded derivative is separated from the host contract for purposes of valuation and receives the accounting treatment of a derivative if all the following characteristics are met: a. The economic characteristics and risks of the embedded derivative are not closely related to the economic characteristics and risks of the host contract; b. A separate financial instrument that has the same terms of the embedded derivative would meet the definition of a derivative, and c. The hybrid (compound) financial instrument is not valued at fair value with changes recognized in earnings (for example, a derivative that is not embedded in a financial asset or a financial liability valued at fair value should not be separated). The effects of the valuation of embedded derivatives are recorded under the same line item in which the host contract is recorded. A foreign currency embedded derivative in a host contract, which is not a financial instrument, is an integral part of the agreement and therefore closely related to the host contract provided that it is not leveraged, does not contain an optional component and requires payments denominated in: - - - The functional currency of one of the substantial parties to the contract; The currency in which the price of the related good or service that is acquired or delivered is regularly denominated for commercial transactions around the world. A currency which is commonly used in contracts to purchase or sell non-financial items in the economic environment in which the transaction is performed (for example, a stable and liquid currency which is commonly used in local transactions, or in foreign trade transactions). Collateral granted and received for derivatives transactions which are not performed on recognized stock markets or exchanges The account receivable generated by granting collateral in cash for derivatives transactions which are not performed on recognized stock markets or exchanges is presented under the s (net) accounts payable 26 Granted collateral other than cash remains under its original heading. The account payable, which represents the assignee's obligation to restitute sold collateral other than cash to the assignor, is presented in the consolidated bala pledged as guarantee . The collateral other than cash for which a right is granted to enable it to be sold or given in guarantee is presented in memoranda accounts under a specific heading. Foreign currency transactions - Foreign currency transactions are recorded at the exchange rate in effect on the transaction date. Assets and liabilities denominated in foreign currency are adjusted at the year-end exchange rates determined and published by Central Bank. Revenues and expenses from foreign currency transactions are translated at the exchange rate in effect on the transaction date, except for transactions carried out by the foreign branch, which are translated at the exchange rate in effect at the end of each period. Foreign exchange fluctuations are recorded in the consolidated statements of income of the year in which they occur. Commissions charged and associated costs and expenses - Commissions charged for initial loan granting are revolving loans, which are amortized over a 12 month period. The commissions collected for restructuring or renewal are added to those originally generated according to the terms of the preceding paragraph and are recognized as a deferred credit which is applied to results by using the straight line method during the new credit period. Commissions recognized after the initial loan grant, those incurred as part of the maintenance of such loans, or those collected on undrawn loans are recognized in earnings when they are incurred. Commissions collected for credit card annual fees, whether the first or subsequent renewal fees, are The incremental costs and expenses associated with the initial loan grant are recognized as a deferred charge from collected commissions is recognized. Any other costs or expenses, including those related to promotion, advertising, potential customers, management of existing loans (follow-up, control, recoveries, etc.) and other ancillary activities related to the establishment and monitoring of loan policies are recognized directly in earnings as incurred under the respective line item that corresponds to the nature of the cost or expense. Costs and expenses associated with the issuance of credit cards are recognized as a deferred charge, which is amortized to earnings over a 12 month period under the respective line item that corresponds to the nature of such cost or expense. On the cancellation date of a credit line, the remaining unamortized balance of commission fees collected for credit lines cancelled before the end of the 12 month period are recognized directly in results for the year . 27 For the years ended December 31, 2014 and, 2013, the main items for which the Institution recorded in the consolidated statements of income are as follows: Description Credit card Account management Collection services Insurance Investment funds Financial advice and public offers Purchase-sale of securities and money market transactions Checks trading Foreign trade Other 2014 2013 $ 4,756 816 1,830 3,896 1,149 1,294 514 302 701 851 $ 4,463 746 1,597 3,437 1,080 1,109 469 323 572 744 $ 16,109 $ 14,540 For the years ended December 31, 2014 and 2013, the main items for which the Institution recorded in the consolidated statements of income are as follows: Description Credit card Insurance Investment funds Financial advice and public offers Purchase-sale of securities and money market transaction Checks trading Foreign trade Other Commission and fee expense (net) 2014 $ (1,451) (103) (73) (1) (237) (33) 2013 $ (966) (114) (61) (6) (138) (33) (7) (1,027) (1,309) $ (3,207) $ (2,352) $ 12,902 $ 12,188 Performing loan portfolio - The Institution applies the following criteria to classify loans as performing portfolio: - Loans that are current in the payments of both principal and interest. - Loans that do not demonstrate the characteristics of non-performing portfolio. - Restructured or renewed loans which have evidence of sustained payment. Non-performing loan portfolio - The Institution applies the following criteria to classify uncollected loans as non-performing Loans with a single payment of principal and interest at maturity are considered non-performing 30 days after the date of maturity. Loans with a single payment of principal at maturity and with periodic interest payments are considered non-performing 90 days after interest is due or 30 days after principal is due. Loans whose principal and interest payments have been agreed in periodic installments are considered non-performing 90 days after an installment becomes due. 28 If debts are comprised of revolving loans with two outstanding monthly billing periods or, if the billing period is not monthly, when payments have been outstanding for 60 or more days. Mortgage loans with periodic partial payments of principal and interest are considered non-performing when a payment is 90 days or more past due. Customer checking accounts showing overdrafts will be reported in the non-performing portfolio at the date of the overdraft. If the borrower is declared bankrupt, except for those loans which: i. Continue to receive payment under the terms of that established in Article 43, section VIII of the Commercial Bankruptcy Law, or ii. Are granted under the terms of Article 75 in relation to Sections II and III of Article 224 of such law. The aforementioned loans will be transferred to overdue portfolio when any of the assumptions described in the preceding points are met. The immediately due and payable notes referred to in Accounting Criterion B-1, Funds Available, of the Commission, at the time they were not collected within the respective term (two or five days, as the case may be). Non-performing portfolio which are restructured or renewed will remain in the non-performing portfolio, until there is evidence of sustained payment; i.e., performance of payment by the borrower without arrears for the total amount due and payable in terms of principal and interest, for at least three consecutive installments under the loan payment scheme, or in the case of loans with installments that cover periods in excess of 60 calendar days, the payment of one installment as established in the accounting criteria of the Commission. The loan payments referred to by the preceding paragraph must cover at least 20% of principal or the total amount of any interest accrued under payment restructuring or renewal schemes. However, accrued interest recognized in memoranda accounts is not considered for this purpose. Furthermore, loans with a single payment of principal upon maturity and periodic payments of interest that are restructured or renewed during the credit term, are classified as non-performing portfolio until there is evidence of sustained payment, as well as those in which at least 80% of the original term of the loan has not elapsed, which did not cover the total amount of the accrued interest or cover the principal of the original amount of the loan, and which would have been settled as of the date of renewal or restructuring in question. The accrual of interest earned on the credit transactions is suspended at the time the loan is classified as nonperforming portfolio, including those loans which, in accordance with the respective contract, capitalize interest to the amount of the debt. While a loan remains in the overdue portfolio, accrued interest is recorded in memoranda accounts. When this overdue interest is collected, it is directly recognized in results of the year With regard to ordinary uncollected accrued interest on loans which are considered as non-performing portfolio, the Institution creates an allowance for the total amount of the interest at the time the loan is transferred to non-performing portfolio. Classification of the loan portfolio and allowance for loan lossesThe Institution must classify their portfolios under the following headings: a. Commercial: direct or contingent loans, including bridge loans denominated in Mexican pesos or foreign currency, investment units, multiples of the minimum wage ( VSM ) and accrued interest that are granted to entities or individuals with business activities for commercial or financial purposes. These loans include those granted to financial entities other than interbank loans for periods of less than three business days, those involving factoring transactions or finance lease transactions performed with entities or individuals; loans granted to trustees acting under the auspices of trusts and credit schemes generally known an equity impact allows the associated risks to schemes be individually evaluated. Likewise, the loans granted to federal entities, municipalities and their decentralized agencies are also included. 29 b. Residential mortgage: direct loans denominated in Mexican pesos, foreign currency, investment units or Minimum Daily Wage ( SMG ), as well as the interest generated, granted to individuals that are intended for the acquisition, construction, remodeling or improvement of housing, without any speculative purpose; includes liquidity loans secured by the borrower's home and those granted for such purposes to the former employees of the Institution. c. Consumer: direct loans denominated in Mexican pesos or foreign currency, investment units, multiples of VSM and accrued interest granted to individuals as a result of credit card transactions, personal loans, payroll loans (other than those granted through credit cards), loans granted for the acquisition of durable consumer goods and finance lease transactions performed with individuals. Loans granted to the former employees of the Institution are also included. The Institution recognizes reserves created to cover credit risks in conformity with such provisions, based on the following: Commercial portfolio: When classifying the commercial credit portfolio, the Institution considers the Probability of Default, Severity of the Loss and Exposure to Default, and also classifies the aforementioned commercial credit portfolio into different groups and establishes different variables for the estimate of the probability of default. This methodology was adopted by the Institution on June 30, 2014 for the loan portfolio to financial institutions, and on June 30, 2013 for the commercial credit portfolio, as discussed in Note 2. The amount of the allowance for loan losses of each loan will be the result of applying the following formula: In which: Ri = The amount of the allowance for loan losses to be created for the ith credit. PIi = The Probability of Default of the ith credit. SPi = The Loss Severity of the ith credit. EIi = The Exposure at Default of the ith credit. The probability of default of each credit (PI i) will be calculated by using the following formula: i For the above purposes: The total credit score of each borrower is obtained by applying the following formula: In which: Quantitative credit scorei = Qualitative credit scorei = = Is the score obtained for the ith borrower when evaluating risk factors. Is the score obtained for the ith borrower when evaluating risk factors. Is the relative weight of the quantitative credit score. Unsecured credits 30 The Loss Severity (SPi) of commercial loans without an actual or personal warranties or derived from the loan will be: a. b. c. 45%, for Preferred Positions. 75%, for Subordinate Positions; in the case of syndicated loans, these are loans which for payment priority purposes, are contractually subordinated to those of other creditors. 100%, for loans reporting delays of 18 or more months regarding the payments due under originally agreed terms. The Exposure at Default (EIi) of each credit is determined based on the following: I. In the case of uncommitted, utilized credit lines which can be unconditionally canceled or which can be automatically canceled at any time and without prior notice: EI i = Si II. In the case of all other credit lines: In which: Si : The outstanding balance of the ith credit at the rating date, which represents the credit amount effectively granted to the borrower, adjusted for accrued interest, less principal and interest payments, as well as forgiveness of debt, rebates and discounts. In any case, the amount to be rated must not include uncollected accrued interest recognized in memoranda accounts on the balance sheet for loans included in the overdue portfolio. Authorized Credit Line: The maximum authorized credit line amount at the rating date. The Financial Group can recognize actual and personal warranties, as well as those derived from the loan when estimating the Loss Severity of loans, so as to reduce portfolio rating reserves. In any case, it can opt to not recognize warranties if they result in larger reserves. For this purpose, the Provisions established by the Commission are utilized. Loans granted under the Commercial Bankruptcy Law On March 26, 2014, the Commission issued a ruling which modifies the Provisions, adjusting the methodology applicable to the classification of commercial loan portfolio for loans granted under Sections II and III of Article 224 of the Commercial Bankruptcy Law in order to make it consistent with the modifications made to such statute on January 10, 2014. This methodology mainly contemplates the consideration of collateral created under the terms of Article 75 of the Commercial Bankruptcy Law for the determination of the Severity of the Loss by applying certain adjustment factors or discount percentages for each type of admissible security interest in real or personal property. 31 As discussed above, in the case of loans granted under Section II of Article 224 of the Commercial Bankruptcy Law, the Severity of the Loss will be subject to the following treatment: i In which: Collateral = Any collateral created under the terms of Article 75 of the Commercial Bankruptcy Law by applying, as the case may be, the respective adjustment factors or discount percentages to each type of admissible security interest in real or personal property. Adjusted Estate = The Estate, as this term is defined in the Commercial Bankruptcy Law, deducting the amount of the obligations referred to in Section I of Article 224 of such law, and applying a 40% discount to the resulting amount. Si = Unpaid balance of the credits granted under section II of article 224 of the Commercial Bankruptcy Law as of the classification date. In the case of loans granted under Section III of Article 224 of the Commercial Bankruptcy Law, the Severity of the Loss will be subject to the following treatment: In which: Adjusted Estate = The Estate, as this term is defined in the Commercial Bankruptcy Law, deducting the amount of the obligations referred to in Section I of Article 224 of such law, and applying a 40% discount to the resulting amount. Si = Unpaid balance of the loans granted under Section II of Article 224 of the Commercial Bankruptcy Law as of the classification date Commercial Loan Portfolio of financial entities (until May 31, 2014) and Commercial Loan Portfolio (until May 31, 2013): a. Individual method - For borrowers with balances of over 4,000,000 investment units (UDIS), entails evaluating: The creditworthiness of the debtor based on the result obtained from rating, as applicable, 1) the likelihood of default of the borrower using the proprietary methodology authorized by the Commission for these purposes, or 2) the application of the standard methodology, specifically and independently rating country risk, financial risk, industry risk, and payment experience aspects, as established in those provisions. A differentiation is made between personal and real collateral, based on an estimate of probable loss. As a result of the analysis of real collateral, loans are classified into two groups based on the discounted value of collateral: a) loans fully collateralized and b) loans with an exposed portion. 32 b. Non-individualized method - For borrowers with balances less than 4,000,000 UDIS: Parametric calculation of the allowance for loan losses based on the over the last 12 months and its credit behavior. payment history The commercial portfolio is classified every quarter and is filed with the Commission within 30 days following the classification date. The allowance for loan losses is recorded based on the balance of the accounts on the last day of each month, considering the classification levels of the classified portfolio as of the latest known quarter, which includes the updated risks as of the current month-end. The commercial portfolio rating methodology allows credit institutions to reevaluate the risk inherent to restructured, renewed or assigned loans based on the value of the respective credit enhancements. The allowance for loan losses to be established by the Institution under the individual method equals the amount generated by applying the respective percentage to the secured portion and, if applicable, to the unsecured portion of the credit rating, based on the following table: Table of sites within the range of reserves Risk level A-1 A-2 B-1 B-2 B-3 C-1 C-2 D E Low Intermediate 0.50% 0.99% 1.00% 5.00% 10.00% 20.00% 40.00% 60.00% 100.00% 0.50% 0.99% 3.00% 7.00% 15.00% 30.00% 50.00% 75.00% 100.00% High 0.50% 0.99% 4.99% 9.99% 19.99% 39.99% 59.99% 89.99% 100.00% Loan portfolio of States and Municipalities: The classification of loan portfolio to states and municipalities considers Probability of Default, Loss Severity and Exposure at Default, and categorizes the aforementioned portfolio of states and municipalities in different groups and provides different variables for estimating the probability of default. The allowance for loan losses for each loan will be the result of applying the following formula: Where: Ri = PIi = SPi = EIi = Amount of allowance for loan losses to be created for the nth credit. Probability of Default on the nth credit. Loss Given Default on the nth credit. Exposure at Default on the nth credit. 33 The Probability of Default on each loan (PI i), will be calculated by using the following formula: For purposes of obtaining the respective PIi, the total credit score of each borrower is calculated by using the following formula: Total Credit Score = (PCCt) + (1- ) PCCl Where: PCCt: Quantitative Credit Score = IA+ IB + IC PPCl: Qualitative Credit Score = IIA + IIB = 80% IA = Average number of days in arrears with banks (IFB) + % of timely payments with IFB + % of timely payments with non-bank financial institutions. IB= Number of recognized ratings agencies in accordance with the provisions which provide a rating to the state or municipality. IC= Total debt to eligible participations + debt service to total adjusted revenues + short-term debt to total debt + total revenues to current expense + investment to total revenues + proprietary revenues to total revenues. IIA= Local unemployment rate + presence of financial services of regulated entities. IIB = Contingent obligations derived from retirement benefits to total adjusted revenues + operating balance sheet to local GDP + level and efficiency of collections + soundness and flexibility of the regulatory and institutional framework for the approval and execution of the budget + soundness and flexibility of the regulatory and institutional framework for the approval and imposition of local taxes + transparency in public finances and public debt + issuance of outstanding debt in the securities market. Unsecured loans The Loss Given Default (SPi) on the loans granted to states or municipalities which have no real, personal or credit-based collateral will be: d. 45%, for Senior Positions. e. 100%, for Subordinated Positions or when the credit reports 18 or more months of payment arrears for the amount due and payable under the terms originally agreed. The Exposure to Default on each credit (EIi) will be determined based on the following: Si = The unpaid balance of the nth credit at the classification date, which represents the amount of credit effectively granted to the borrower, adjusted for accrued interest, less payments of principal and interest, as well as any reductions, amounts forgiven, rebates and discounts granted. In every case, the amount subject to the rating must not include the uncollected accrued interest, recognized in memorandum accounts within the consolidated balance sheet of loans in non-performing portfolio. 34 Credit Line Authorized = Maximum authorized amount of the credit line as of the classification date. The Institution may recognize the real collateral, personal collateral and credit-based collateral in the estimate of the Loss Given Default on the loans, with the aim of reducing the allowance derived from the portfolio classification. For such purpose, the guidance set forth in the Provisions will be applied. Eligible real collateral may be financial and non-financial. Furthermore, only the real collateral which complies with the requirements established by the Commission will be recognize. Residential mortgage loan portfolio As of March 2012, the Institution, when classifying the housing mortgage loan portfolio, considers the type of loan, the estimated Probability of Default of the borrowers, the Loss Given Default associated with the value and nature of the collateral and the Exposure at Default. Furthermore, the Institution classifies, creates and records the allowances for loan losses on the residential mortgage loan portfolio as follows: Due and Payable Amount- Amount the borrower must pay in the billing period, without considering any previous due and payable amounts that were not paid. If the billing is half monthly or weekly, the due and payable amounts of the two half months or four weeks in the month, respectively, must be added up so that the due and payable amount reflects a monthly billing period. The discounts and rebates may reduce the due and payable amount only when the borrower complies with the conditions required in the loan contract for such purpose. Payment Made- Totals the payments made by the borrower in the billing period. Write-offs, reductions, amounts forgiven, rebates and discounts made to the credit or group of credits are not considered as payments. If the billing is half monthly or weekly, the payments made for the two half months or four weeks of a month, respectively, must be added up so that the payment made reflects one full monthly billing period. The variable "payment made" must be more than or equal to zero. Value of the Home Vi - The value of the home at the time of the credit origination, restated in accordance with the following: I. For loans with an origination date prior to January 1, 2000, in two stages: a) First stage, based on the SMG Where: The value of the home on the origination date reflects the home value ascertained through an appraisal at the time the loan was originated b) Second stage, based on the monthly National Consumer Price Index (INPC) II. For loans with an origination date prior to January 1, 2000, in accordance with subsection b) of numeral I above In any case, the home value at the time of the origination may be restated based on a formal appraisal. 35 Credit Balance Si - The unpaid balance at the classification date, which represents the amount of the credit effectively granted to the borrower, adjusted for accrued interest, less any insurance payments which were financed, collections of principal and interest, as well as reductions, amounts forgiven, rebates and discounts granted, as the case may be. Days in Arrears- Number of calendar days at the classification date during which the borrower did not fully settle the due and payable amount under the terms originally agreed. Credit Denomination (MON) - This variable will take the value of one (1) when the housing loan is denominated in Investment Units (UDI), minimum wages or a currency other than Mexican pesos, and zero when it is denominated in pesos. Completion of File (INTEXP) - This variable will take the value of one (1) if the selling party of the real estate property participated in obtaining the proof of income or in contracting the appraisal, and zero in any other case. The total amount of reserves to be created by the Institution will be equal to the allowance for loan losses, as follows: Ri PIi SPi EIi Where: Ri = PIi = SPi = EIi = Amount of allowances for loan losses to be created for the nth credit Probability of Default on the nth credit. Loss Given Default on the nth credit. Exposure at Default on the nth credit. In any case, the amount subject to the classification must not include uncollected accrued interest recorded on the consolidated balance sheet, of loans classified within non-performing portfolio. Non-revolving consumer loan portfolio: The Institution may recognize the real collateral, personal collateral and credit-based collateral in the estimate of the Loss Given Default on the credits, with the aim of reducing the allowance derived from the portfolio classification. For such purpose, they will use the provisions established by the Commission. Eligible real collateral may be financial and non-financial. Furthermore, only real collateral that complies with the requirements established by the Commission will be recognized. Ri PIi SPi EIi Where: Ri = PIi = SPi = EIi = Amount of allowances to be created for the nth credit. Probability of Default on the nth credit. Loss Given Default on the nth credit. Exposure at Default on the nth credit. The classification and creation of the allowances for loan losses on non-revolving consumer credit portfolio is made using figures as of the final day of each month and is presented to the Commission at the latest 30 days after the month classified, based on the applicable allowance percentages, as indicated above 36 The consumer loan portfolio related to credit card transactions: At December 31, 2014 and 2013, at the last day of each month, the Institution classifies, creates and records an allowance for loan losses for the consumer loan portfolio related to credit card transactions, while also considering the following: Topic Description Balance payable Amount payable as of the cutoff date on which the payment period in which the borrower has to pay the Institution begins. Payment made Sum of payments made by the borrower during the payment period. Credit limit Maximum authorized limit of the credit line as of the cutoff date on which the payment period begins. Minimum payment due Minimum amounts as of the cutoff date on which the payment period that the borrower must cover to comply with his contractual obligation begins. Default Event that occurs when the payment made by the borrower does not cover the minimum payment required by the Institution in the respective account statement. To estimate the number of defaults, institutions must apply the following table of equivalencies depending on the billing frequency: Billing Number of defaults Monthly Bi-weekly Weekly 1 monthly default = 1 default 1 bi-weekly default = 0.5 defaults 1 weekly default = 0.25 defaults The total allowance amount that must be established by the Institution for this portfolio is equal to the sum of the reserves for each loan, which are obtained as follows: Where: Ri = Amount of allowances to be created for the nth credit. PIi= Probability of Default of the i-th loan. SPi= Loss Given Default of the i-th loan. EIi= Exposure at Default of the i-th loan. In order to estimate the reserves is necessary to calculate the Probability of Default, the Loss Given Default and the Exposure at Default. Notwithstanding the provisions of this methodology, the Institution must not create allowance for loan losses in which the balance payable is simultaneously equal to zero and the payment made is greater than zero. Credit card transactions in which the balance payable is simultaneously equal to or lower than zero and the payment made is zero will be considered inactive and the related reserves will be obtained as follows: i = 2.68% * (Credit Limit Recoverable Balance) Where: Recoverable balance = Amount that represents a right for the borrower, resulting from a payment or bonus as of the cutoff date on which the payment period begins. 37 For classification purposes, inactive card reserves will have a B-1 risk rating. The percentage used to determine the allowance for each loan is the result of multiplying the Probability of Default by Loss Given Default. The reserve amount will be the result of multiplying the percentage above by the exposure to default. The rating and creation of the allowance for loan losses of the consumer portfolio relative to credit card operations are prepared using the amounts as of the last day of each month and are presented to the Commission no later than 30 days after the month classified, based on the allowance percentages applicable to each portfolio type, as discussed above. Acquisition of loan portfolios The contractual value of the portfolio acquired must be recognized under the loan portfolio line item as of the portfolio acquisition date based on the portfolio type classified by the originator; any difference in relation to the acquisition price is recorded as follows: a) e amount of the allowance for loan losses created as discussed above, and the excess as a deferred credit, which will be amortized as the respective collections are made, based on the percentage they represent of the total contractual value of the loan; b) When the portfolio acquisition price exceeds its contractual value, it is considered as a deferred charge which is applied as outstanding amounts are collected, based on the proportion they represent of the contractual value of the credit. When the acquisition price is greater than the contractual value, the difference is recognized as a deferred charge that will be amortized when the respective collection is c) When related to the acquisition of revolving loans, the difference will be directly recorded in earnings on the acquisition date. The allowance for loan loss is applied to the results of the year for all types of acquired loans, considering any noncompliance arising since the origination of these loans. Portfolio restructured in UDIS: The portfolio restructured in UDIS for trusts is rated according to the rating rules applicable to commercial and mortgage portfolios, as the case may be. Additional portfolio allowance: At December 31, 2014 and 2013, the Institution has recorded an allowance for loan losses in addition to the minimum requirements established by the standard model issued by the Commission, which considers the allowance created during the restructuring proc Commission through Document No. 601-I-38625 in March 2001. These amounts were provisioned in 2001 and applied to the retained earnings based on the authorization issued by the Commission for the commercial and mortgage portfolio. The total amount of these additional provisions is $107 and $111, respectively. This authorization also establishes that loan portfolio recoveries must be applied to the retained earnings instead of being credited in the consolidated statements of income. For the years ended December 31, 2014 and 2013, the Institution's subsidiaries have recovered $20 and $43, respectively. At December 31, 2014 and 2013, the allowance for loan losses includes the allowance created to cover the cost of credit portfolio support programs. 38 Evidence of sustained loan payment: Loans with a history of payment noncompliance that will be restructured are maintained in the loan stratum in effect prior to the restructuring, until evidence is obtained of sustained loan payment under the terms established by the Commission. Restructuring and renewal processes A restructuring process is a transaction derived from any of the following situations: a) The extension of guarantees given for the credit in question, or b) The modification of original credit or payment scheme conditions, which include: - - - the modification of the interest rate established for the remainder of the credit period; the change of currency or account unit, or The concession of a grace period regarding the payment obligations detailed in the original credit terms, unless this concession is granted after the originally-agreed period, in which case it is considered as a renewal. Restructuring transactions do not include those which, at the restructuring date, indicate payment compliance for the total amount due for principal and interest and which only modify one or more of the following original credit conditions: Guarantees: only when they imply the extension or substitution of guarantees for others of higher quality. Interest rate: when the agreed interest rate improves. Currency: provided the respective rate is applied to the new currency. Payment date: only if the change does not mean exceeding or modifying payment periodicity. Modifying the payment date must not permit nonpayment in any given period. A renewal is a transaction which extends the loan duration or maturity date or when the loan is paid at any time using the proceeds of another loan contracted with the same entity in which one of the parties is the same debtor or another individual or entity with net worth relationships representing a joint risk. A loan is not considered to be renewed when disposals are made during the term of a pre-established credit line. Restructured or renewed overdue loans remain in the overdue portfolio until evidence of sustained payment is obtained; i.e., timely borrower payment compliance as regards the total amount due for principal and interest, with a minimum of three consecutive payments within the loan payment scheme or, in the case of loans with payment periods exceeding 60 calendar days, the settlement of one payment, as established by the accounting criterion issued by the Commission. The loan payments referred to by the preceding paragraph must cover at least 20% of principal or any interest accrued under the restructuring or renewal payment scheme. Accrued interest recognized in memoranda accounts is not considered for this purpose. If a restructuring or renewal process is used to consolidate different loans granted to the same borrower in a single loan, the treatment applied to the total balance resulting from this restructuring or renewal process reflects the treatment given to the lowest rated component loan. Current loans other than those with a single principal payment and the payment of interest accrued periodically or at maturity, which are restructured or renewed before at least 80% of the original credit period has elapsed are only considered as current when the borrower has a) settled all accrued interest, and b) paid the principal of the original loan amount which was due at the renewal or restructuring date. 39 If all the conditions described in the preceding paragraph are not fulfilled, loans are classified as overdue from their restructuring or renewal date and until evidence of sustained payment is obtained. Current loans other than those involving a single principal payment, the payment of interest periodically or at maturity and which are restructured or renewed during the final 20% of the original loan period are only considered as current when the borrower has a) settled all accrued interest; b) paid the original loan amount due at the loan renewal or restructuring date and, c) paid 60% of the original loan amount. If all the conditions described in the preceding paragraph are not fulfilled, loans are classified as overdue from their restructuring or renewal date and until evidence of sustained payment is obtained. Loans involving a single principal payment, the payment of interest periodically or at maturity and which are restructured during the loan period or renewed at any time are classified as overdue portfolio until evidence of sustained payment is obtained. Loans which are initially classified as revolving and which are restructured or renewed at any time are only considered as current when the borrower has settled all accrued interest, the loan has no overdue billing periods and the elements needed to justify the payment capacity are available, i.e., it is highly likely that the borrower will settle the outstanding payment. Other receivables, net - The Institution has a policy of reserving against results, those accounts receivable identified and not identified within 60 days following the initial recording, and/or those items which are known to be unrecoverable from initial recognition. Foreclosed assets, (net) - Assets acquired through judicial foreclosure are recorded on the date the approval ruling of the bid through which the foreclosure was determined is executed. Property received in lieu of payment is recorded at the lower of net realizable value or cost on the date on which the related deed is executed or the date that delivery or transfer of the property is formalized. The value of foreclosed assets recognized is equal to the lower of their cost or fair value after deducting the strictly indispensable costs and expenses incurred for foreclosure purposes. The valuation methodology used for allowance for losses on foreclosed assets or goods received as payment establishes the quarterly creation of additional provisions to recognize the potential decrease in value of foreclosed assets, whether real property or movable goods, received through legal orders, out-of-court settlements or as payment, as well as collection rights and investments in securities received as foreclosed assets or as payment. The allowance for losses on foreclosed assets earnings, in accordance with the procedure established by the Commission based on the time elapsed as of the foreclosure or payment in kind, by establishing a spread in terms of the deadline and applying a reserve percentage for movable property and real estate. If realization problems are identified regarding the values of the foreclosed real estate, the Institution records an additional allowance based on estimates prepared by its management. If valuations made after the foreclosure or payment in kind result in the recognition of a decrease in value of the collection rights, values, movable property or real estate, the reserve percentages indicated in the provision may be applied to such adjusted value. Property, furniture and fixtures, (net) - Property, installation expenses and leasehold improvements are recorded at acquisition cost. The assets currently on hand that were acquired prior to December 31, 2007 were adjusted for inflation by applying factors derived from the UDI from the date of acquisition until such date. The related depreciation and amortization are recorded by applying a percentage determined based on their estimated economic useful lives or, in the case of leasehold improvements, based on the period for which contracts are executed with leaseholders, which is an average of five years, extendable for another similar period when requested by the leaseholder. 40 When a property is held for sale, it is recorded at the lower of its carrying amount or net realizable value, estimated by the Institution Furniture and fixtures are recorded at their acquisition cost; this amount was restated at December 31, 2003 by applying UDI factors at that date. As of that date, the acquisition of furniture and fixtures was considered as a monetary item for which the restatement effect was recognized until December 31, 2007 as part of the monetary position result within the results of those years. The respective depreciation is recorded by applying a percentage determined according to the estimated economic useful life of these goods to their restated cost until the date of the most recent restatement or based on acquisitions made since January 1, 2004. Permanent investments - Are represented by permanent investments made by the Financial Group in entities where it has neither control, nor joint control, nor significant influence, are initially recorded at acquisition cost. Any dividends received are recognized in current earnings, except when they are taken from earnings of periods prior to the acquisition, in which case, they are deducted from the permanent investment. Permanent investments are subsequently, valued under NIF C7, Investments in Associates, Joint Ventures, and Other Investments. Income tax - Income Tax ( ISR ) and the Business Flat Tax ( IETU ) are recorded in earnings of the year in which they are incurred. Management determines, based on financial and tax projections, whether the Financial Group and its subsidiaries will incur ISR or IETU, and deferred taxes are recognized based on which tax system the entity is expected to primarily be subject to. The Financial Group determines the deferred tax on the temporary differences, tax losses and tax credits, from the initial recognition of the items and at the end of each period. Deferred taxes derived from temporary differences are recognized using the assets and liabilities method, which compares the accounting and tax values of assets and liabilities. This comparison produces deductible and taxable temporary differences, which along with tax losses and tax credit from the un-deducted allowances for loan losses, are then multiplied by the currently enacted tax rate that is projected to be in effect when the temporary differences will reverse, or when the tax benefit carryforward is realized. The amounts arising from these three aforementioned items form part of the recognized deferred tax asset and liability. Management records a reserve for certain deferred tax assets to recognize only the deferred tax asset for which there is a high probability of recovery over a short-term period, considering for this treatment the amount generated by the tax benefit for un-deducted allowances for loan losses expected to reverse in accordance with the financial and tax projections prepared by management. Therefore, the effect of such tax benefit depending on the classification of the item originating the deferred tax. Employee Statutory Profit-sharing - As discussed in Note 1, since 2013, the Institution has determined its PTU obligation in accordance with Article 10 of the Income Tax Law. Likewise, it recognizes a deferred PTU asset when realization of future economic benefits is probable and when there is no indication that conditions will change in such a way that the benefits will not be realized as a result of variations between the accounting and tax bases used to calculate PTU (deductible temporary differences). A deferred PTU provision is recognized when a liability is likely to be settled in the future and when there is no indication that likely to change as a result of variations between the accounting and tax bases used to calculate la PTU (accruable temporary differences). Current promotional Other assets (net) - Software, system developments and intangible assets are recorded originally at the face value disbursed, and adjusted for inflation through December 31, 2007, using the factor derived from the UDI. The amortization of software, internally developed information technology and intangible assets with defined lives is calculated using the straight line method over their estimated useful lives. 41 maintained by the pension and retirement fund held in custody by Casa de Bolsa as well as mortgage loans granted to employees with the The fund assets that are to be used to cover employee pension plan and seniority premiums are comprised of both investments and loans. The investments in securities acquired to cover the pension plan and seniority premium are recorded at market value. For the purposes of presentation in the consolidated financial statements, if the investment in securities acquired to cover the pension plan and seniority premium exceed the liability recognized, such excess will be the value of such assets is less than the related obligations, the amount is recorded within the heading Goodwill - Represents the amount by which the acquisition consideration exceeds the fair value of the net assets of the acquired entity at the acquisition date, which is not applied and is subject to at least annual impairment tests. Impairment of long-lived assets in use - The Institution reviews the book value of long-lived assets in use when evaluating for indicators that such book value might not be recoverable by considering the higher of the present value of net future cash flows or the net sales price, in the event of its disposal. The impairment is recorded when the book value exceeds the higher of the aforementioned values. The impairment indicators considered for this purpose are, among others, operating losses or negative cash flows generated during the period, combined with a history or projection of losses, depreciation and amortization charged to earnings as revenue percentages, are significantly higher than those of prior years, the services rendered, competition and other economic and legal factors. Provisions - Provisions are recognized when there is a present obligation derived from a past event, for which the use of economic resources is deemed probable, and which can be reasonably estimated. Direct employee benefits - These are valued in proportion to the services rendered, considering current wages, and the liability is recognized as it is accrued. It includes mainly employee profit sharing payable and incentives (bonuses). Labor obligations - In accordance with the Federal Labor Law, the Institution has obligations for severance benefits, pensions and seniority premiums payable to employees who cease rendering their services under certain circumstances; also, there are other obligations derived from the collective bargaining agreement. The Institution's policy is to record the liabilities for severance, seniority premiums, pensions and postretirement medical benefits as they are accrued based on actuarial calculations using the projected unit credit method, applying nominal interest rates, as established in Note 22 to the consolidated financial statements. Therefore, a liability is recognized representing the present value of estimated future cash flows required to settle the obligation for these benefits at the projected retirement dates of all the employees working in the Institution. The Institution amortizes in future periods the actuarial gains and losses for the pension, seniority premium and postretirement medical benefits plans, in accordance with the terms of NIF D-3, Employee Benefits. In relation to severance payments, the actuarial gains and losses are recognized in earnings when they arise. Share-based payments - The Institution recognizes share-based payment plans according to NIF D-8, Sharebased Payments (NIF D-8). Under this NIF, the Institution's compensation plan is considered as a share-based transaction which can be settled with equity instruments. Share-based transactions which can be settled through equity instruments assigned to officers who provide their services to the Institution are valued according to the fair value of these equity instruments at their assignment date. Details related to the termination of the fair value of transactions involving share-based payments which are settled through capital instruments are presented in Note 29. The fair value determined on the date when share-based payments made through capital instruments take place is recorded in the consolidated statements the capital instruments which will eventually be assigned. At the end of each reporting period, the Institution reviews the estimated number of capital instruments which it expects to assign. 42 - This represents paid-in capital and other capital restated up to December 31, 2007 using the factor derived from the value of the UDIS. As of 2008, given that the Institution operates in a non-inflationary environment, the effects of inflation of the period for contributed and earned capital are not recognized. Financial margin - The financial margin of the Institution is composed of the difference between total interest income less interest expense. Interest income is composed of the yields generated by the loan portfolio, based on the terms established in the contracts executed with the borrowers, the negotiated interest rates, the application of interest collected in advance, and the premiums or interest on deposits in financial entities, bank loans, margin accounts, investments in securities, sale and repurchase agreements and securities loans, as well as debt placement premiums, commissions charged on initial loan grants, and net equity instrument dividends. Interest expense is composed of premiums, discounts and interest on deposits in the Institution, bank loans, sale and repurchase agreements and securities loans, and subordinated debentures, as well as debt placement discount and issuance expenses. The amortization of costs and expenses related to initial loan granting is also included under interest expense. Both interests income and expense are periodically adjusted based on market conditions and the economic environment. As of December 31, 2014 and 2013, the main items comprising the financial margin are: 2014 Amount (In millions) Mexican pesos US dollars Interest income: Interest and yield on loan portfolio Interest and yield on loan portfolio related to credit card transactions Interest and yield on securities Interest on funds available Interest and premium on sale and repurchase agreements and securities loans Interest on margin accounts Commissions collected on loan originations $ 31,007 Total interest income Interest expense: Interest from demand deposits Interest from time deposits Interest on bank and other loans Interest from credit instruments issued Obligation interest Interest and premium on sale and repurchase agreements and securities loans 1,740 9,725 9,089 1,326 - 3,038 269 - 783 - 32,747 118 58 9,725 9,207 1,384 9 3,038 278 783 1,925 57,162 (3,071) (4,301) (1,758) (541) (27) (29) (116) (611) (1,050) (3,098) (4,330) (1,874) (1,152) (1,050) (8,131) - (17,802) $ $ 55,237 - Total interest expense Financial margin $ Total 37,435 (8,131) (1,833) $ 92 (19,635) $ 37,527 43 2013 Amount (In millions) Mexican pesos US dollars Interest income: Interest and yield on loan portfolio Interest and yield on loan portfolio related to credit card transactions Interest and yield on securities Interest on funds available Interest and premium on sale and repurchase agreements and securities loans Interest on margin accounts Commissions collected on loan originations $ 29,003 Total interest income 1,539 9,465 9,060 1,819 - 3,060 375 - 805 - - 35,184 10 3,060 385 55,211 (2,878) (5,330) (803) (1,445) (11) - (8,730) (18,403) $ 9,465 9,095 1,859 (9) (21) (149) (604) (11) (8,730) 30,542 35 40 1,624 (2,869) (5,309) (654) (841) Total interest expense $ 805 53,587 Interest expense: Interest from demand deposits Interest from time deposits Interest on bank and other loans Interest from credit instruments issued Obligation interest Interest and premium on sale and repurchase agreements and securities loans Financial margin $ Total (794) $ 830 (19,197) $ 36,014 Net gain on financial assets and liabilities - As of December 31, 2014 and 2013 the main items comprising the Net gain on financial assets and liabilities are as follows: 2014 Valuation result Foreign exchange Derivatives Equity shares Debt instruments $ Purchase-sale result Foreign exchange Derivatives Equity shares Debt instruments Total 2013 (101) 3,918 (79) 472 4,210 $ (688) (945) 54 322 (1,257) $ 2,953 (36) (4,074) (448) 383 (4,175) (57) 7,760 200 (855) 7,048 $ 2,873 44 Earnings per share - Basic earnings per share is calculated by dividing the net majority income from continuing operations (excluding extraordinary items) by the weighted average number of shares outstanding in each period, thus giving a retroactive effect to shares issued due to the capitalization of additional paid-in capital or retained earnings. For the years ended December 31, 2014 and 2013, the average number of weighted outstanding shares was 80,855,403,803 in both years; the basic earnings per share derived from continuing operations is $0.17 pesos and 0.23 pesos (face value) respectively. The determination of earnings per share and diluted earnings per share at 31 December 2014 and 2013 is as follows: 2014 Income Earnings per share Treasury shares Diluted earnings per share Less income: Discontinued operations Diluted earnings per share from continuing operations 14,053 14,053 - 14,053 Shares Weighted 80,855,403,803 2013 Earnings per Share (in Mexican pesos) 0.17 80,855,403,803 18,936 - 0.17 - 80,855,403,803 Income 18,936 - 0.17 18,936 Shares Weighted Earnings per Share (in Mexican pesos) 80,855,403,803 0.23 80,855,403,803 0.23 - 80,855,403,803 0.23 Comprehensive income - The comprehensive income amount presented in the consolidated statement of changes in stockholders' equity is the effect of transactions other than those performed with the stockholders of the Institution during the period and is represented by the net profit plus the recovery effects of the allowance for loan losses which were previously applied to the retained earnings; the valuation effect of securities available for sale; the valuation effect of cash flow hedges; the initial effect derived from the first application of the consumer portfolio rating methodology to credit card transactions; the portfolio of credits granted to Federal Entities and Municipalities and the housing mortgage credit portfolio, according to the accounting criteria and special authorizations issued by the Commission. These amounts were directly recorded in stockholders' equity, net of the respective income tax. Statement of cash flows - The consolidated statement of cash flows indicates the Institution's capacity to generate cash and cash equivalents, as well as the manner in which it utilizes these cash flows to cover its requirements. The consolidated statement of cash flows is prepared according to the indirect method by using the net result of the period, as required by Accounting Criterion D-4, Cash Flow Statements, of the provisions. The consolidated statement of cash flows, together with the rest of the consolidated financial statements, provides information that helps to: Assess changes in the assets and liabilities of the Institution and in its financial structure. Assess the amounts and dates of collection and payments to adapt to the circumstances and the opportunities to generate and/or apply Funds available. Memoranda accounts (see Note 32) a. Cash is deposited in credit institution checking accounts. b. Securities in custody and administration are deposited in S. D. Indeval, S.A. de .C.V. ( S.D. Indeval ). 45 Contingent assets and liabilities: The amount of the financial penalties determined by an administrative or court authority, including the Commission, is recorded, until the obligation to pay these fines is fulfilled and after the appeals process has been exhausted. Credit commitments: This item represents the amounts of unused letters of credit granted by the Institution, which are considered irrevocable commercial credit. Items under this account are subject to classification. Goods held in trust or representation: The value of goods held in trust is recorded independently of the administration of each individual good. The value of goods held in representation is recorded based on the declared value of goods detailed in the representation contracts executed by the Institution. Assets in custody or under administration: This account includes the activity of third-party assets and securities received in custody or to be managed by the Institution. Collateral received: The balance is composed of all collateral received in sale and repurchase agreements in which the Institution is the buying party, as well as collateral received in a securities loan transaction where the Institution is the lender. Collateral received and sold or pledged in guarantee: The balance is composed of all collateral received in sale and repurchase agreements in which the Institution is the buying party that in turn is sold by the Institution as a selling party. This balance also includes the obligation of the borrower (or lender) to return to the lender (or borrower) the assets subject to the loan transaction carried out by the Institution. Uncollected, accrued interest derived from the overdue portfolio: Accrued interest is recorded in memoranda accounts when credits are transferred from the current portfolio to the overdue portfolio. 4. Funds available As of December 31, 2014 and 2013, funds available were as follows: 2014 Central Bank account, net Time deposits (1) (2) (3) $ Cash Foreign correspondents and Mexican banks, net Foreign currency purchase-sale transactions (settled in 24-48 hours) Total funds available 35,872 99 11,098 15,950 26,123 2013 $ 12,056 $ 101,198 32,711 116 17,560 16,954 9,963 12,350 $ 89,654 46 (1) As of December 31, 2014 and 2013, Central Bank account includes compulsory deposits made by the Institution of $35,872 and $31,320, respectively. As the term of this compulsory deposit is indefinite, the Central Bank will timely notify the date and procedure to withdraw the respective balances. Interest on the deposits is payable every 28 days at the rate established in the regulations issued by Central Bank. On June 9, 2014, through Circular 9/2014, the Bank of México the reference interest rate paid by monetary regulation deposits was changed to the one-day Interbank Interest Rate that the Banxico Board of Governance Banxico determined as a target rate for monetary policy purposes. As a result of the above, Banxico established new rules applicable to Monetary Regulation Deposits which include the following: a) Banxico terminated the monetary regulation deposits that credit institutions had established in conformity with Circular 30/2008, issued by Banxico on July 9, 2008, and its respective amendment disseminated through Circular 36/2008 issued on August 1, 2008. b) On June 19, 2014, at the opening of operations of the SIAC-Banxico, Banxico made the necessary deposits in the sole account maintained by each credit institution. c) Similarly, it indicated the procedure that must be followed by the Institution, for the creation of monetary regulation deposits in terms of amount, term, yield and composition. Furthermore, on June 27, 2014, through Circular 11/2014, Banxico increased the amount that credit institutions are required to maintain in monetary regulation deposits on a proportional basis according to figures reported for May 2014. The proportional amount calculated based on the amount of traditional deposits relative to the Institution was $4,552. (2) At December 31, 2014 and 2013, the Institution has time deposits with Mexican banks for the amount of $99 and $116, respectively, for an 8 years period and with a 1.50% interest rate. (3) two business days. As of December 31, 2014 and 2013, these transactions are as follows: Counterparty Days 2014 Rate Balance (Mexican pesos) Domestic bank Domestic bank Domestic bank Counterparty 2 2 2 Days 3.0% 3.0% 2.9% $ 2,803 5,000 3,295 $ 11,098 2013 Rate Balance (Mexican pesos) Domestic bank 2 3.50% $ 17,560 $ 17,560 47 Foreign currency receivable and deliverable on purchases and sales to be settled in 24 and 48 hours as of December 31, 2014 and 2013, consists of the following: 2014 Foreign currency (Millions of US dollars) Purchase of foreign exchange receivable in 24 and 48 hours 1,927 Sale of foreign exchange to be settled in 24 and 48 hours Mexican pesos $ (1,109) 818 28,403 (16,347) $ 12,056 2013 Foreign currency (Millions of US dollars) Purchase of foreign exchange receivable in 24 and 48 hours 2,241 Sale of foreign exchange to be settled in 24 and 48 hours Mexican pesos $ (1,298) 943 29,342 (16,992) $ 12,350 When the foreign currency deliverable or receivable on the sales and purchases are recorded under the heading "Funds available", the settlement accounts of these transactions are recorded net in the consolidated 5. Margin accounts As of December 31, 2014 and 2013 margin accounts for collateral submitted on derivative transactions in organized markets are as follows: Type of Collateral Mexder, Mercado Mexicano de Derivados, S.A. de C.V. Chicago Mercantile Exchange Mexder, Mercado Mexicano de Derivados, S.A. de C.V. Cash Cash 2014 $ 2013 1,523 893 $ 439 Actions $ 2,855 2,585 357 323 $ 3,265 Guarantee deposits cover positions operated on the Mexican Derivatives Market ( MEXDER ), the Futures detailed in the Mexican Stock Exchange Index of Prices and Quotations ( IPC ), M20 Bond Rates, M30 Bond Rates, the TIIE 28-day rate, Swaps, Dollar Currency ( DEUA ), IPC Futures Options, and the Chicago Mercantile Exchange ( CME S&P ). 48 At December 31, 2014 and 2013, the investment in CETES and UDIBONDS includes the amount of $14,432 and $12, 646, respectively, which refers to the collateral provided for securities loan transactions in which the lender is Bank of México and other institutions. At December 31, 2014 and 2013, the liability portion of $14,077 and $12,339 consolidated balance sheet heading and composed as follows: 2014 Loan Term in Days Asset guarantee: Central BankCETES UDIBONDS Other institutionsCETES Shares 1 1 2013 Loan Term in Days Amount $ 7,789 6,173 13,962 2 2 470 7 2 14 - Amount $ 4,235 7,949 12,184 433 29 462 470 Liability loan Central BankCETES M Bonds UDIBONDS Other institutionsShares 1 1 1 $ 14,432 $ 9,659 2,273 1,763 13,695 2 2 2 382 382 14 14 $ $ 12,646 $ 4,037 7,521 390 11,948 391 391 14,077 $ 12,339 The net amount of the premiums recognized in securities loan transactions in the consolidated statement of income as part of the financial margin, is $(456) and $(455) during the years 2014 and 2013, respectively. As of December 31, 2014 and 2013, the trading securities position includes the following securities that are under sale and repurchase agreements, at fair value: 2014 Government securitiesFederal Government Development Bonds (BONDES) M and M10 Bonds Savings Protection Bonds (BPATS) Treasury Bills (CETES) United Mexican States Bonds (UMS) Federal Government Development Bonds in UDIS (UDIBONDS) Subtotal $ 31,864 3,266 38,287 8,230 295 $ 13,105 10,362 22,332 21,751 3,327 85,269 Bank securities Unsecured bonds Promissory Notes Subtotal 3,172 70,722 - 583 34 34 Private securities Unsecured bonds Subtotal Total 2013 583 $ 1,324 1,324 85,303 $ 72,629 This position is considered restricted within trading securities. 50 Securities held to maturity - As of December 31, 2014 and 2013 were as follows: 2014 Government securitiesSpecial CETES - program of credit support and additional benefits to the States and Municipalities Special CETES - support program for housing loan debtors $ 2013 2,389 3,446 Total securities held to maturity $ 2,317 3,342 5,835 LessReserve for Special CETES 5,659 (373) Total securities held to maturity, net $ 5,462 (373) $ 5,286 On March 30, 2000, the Board of Directors of Banca Serfin (an entity that was merged with the Institution) approved the creation of a $1,887 million (face value) reserve with respect to the balance of long-term UDIdenominated Special CETES (Reserve for Special CETES) (which mature between 2017 and 2022), recorded in March 2000. This reserve was applied to retained earnings at that date as per the authorization granted by the Commission through official letter No. 601-II-424, of April 10, 2000. According to this authorization, Banca Serfin should proportionally release or cancel the restructured UDIS portfolio trusts. At December 31, 2014 and 2013, this reserve amounts to $373. As discussed in Note 9, the Institution executed an agreement for the early settlement of debtor support programs as credit institutions considered the termination of these programs to be appropriate. 7. Sale and repurchase agreements As of December 31, 2014 and 2013, when the Institution acts as purchaser: Government securitiesFederal Government Development Bonds (CETES) Savings Protection Bonds (BPATS) Subtotal Debtors in Repurchase 2014 Collateral received and sold for Repurchase Agreements Agreements $ Bank securitiesUnsecured bonds Subtotal Private bank securities Unsecured bonds Subtotal Total $ 629 26,849 27,478 $ Position-net (5) (26,766) (26,771) 4,944 4,944 (451) (451) 80 80 (80) (80) 32,502 $ (27,302) $ 624 83 707 4,493 4,493 $ 5,200 52 Debtors in Repurchase Agreements Government securitiesFederal Government Development Bonds (BONDES) Treasury Bills (CETES) Savings Protection Bonds (BPATS) M Bonds Stock certificates Subtotal $ 43,780 4,812 22,648 10,894 175 82,309 Bank securitiesStock certificates Promissory notes payable at maturity Subtotal $ 4,856 156 5,012 Private Bank securitiesUnsecured bonds Subtotal Total 2013 Collateral received and sold for Repurchase Agreements (35,129) (3,654) (12,233) (320) (175) (51,511) 87,493 $ 8,651 1,158 10,415 10,574 30,798 (279) 4,577 156 4,733 (279) 172 172 $ Position-net (172) (172) $ (51,962) $ 35,531 As of December 31, 2014 and 2013, premiums collected and paid on sale and repurchase agreements are $3,026 and $3,045, respectively. At December 31, 2014 and 2013, repurchase agreements held by the Institution acting as repurchasee traded over periods of up to 12 days. When the Institution acts as seller: 2014 Government securitiesFederal Government Development Bonds (BONDES) Treasury Bills (CETES) M and M10 Bonds Savings Protection Bonds (BPATS) Federal Government Development Bonds in UDIS (UDIBONDS) United Mexican States Bonds (UMS) Subtotal $ 2013 31,866 8,215 19,144 41,291 $ 14,516 21,256 10,361 24,453 3,327 295 104,138 3,178 1,243 75,007 Bank securitiesUnsecured bonds Subtotal 34 34 904 904 Private securitiesUnsecured bonds Subtotal 1,051 1,051 2,716 2,716 Total $ 105,223 $ 78,627 As of December 31, 2014 and 2013, premiums collected and paid on sale and repurchase agreements are $7,664 and $8,261, respectively. As of December 31, 2014 and 2013, the repurchase agreements entered into by the Institution, when acting as the selling party, were agreed at an average term of three days, with only one transaction at a term of 442 days. 53 8. Derivatives As of December 31, 2014 and 2013, the position in financial derivatives instruments is as follows: 2014 Asset Position FuturesForeign currency futures Interest rate futures Index futures $ 2013 Nominal Asset Nominal Asset Amount Position Amount Position - $ 20 9,997 - $ 363 4,279 413 7,688 $ 45 2 192 ForwardsForeign currency forwards Interest rate forwards Index forwards 120,201 5,082 7,307 163 83,250 1,400 3,919 1,177 6 159 OptionsForeign currency options Interest rate options Index options Equity securities options 54,035 164,775 168,415 276 1,727 2,317 1,009 256 22,991 211,853 2,716 857 241 3,500 230 229 1,425,837 381,443 2,330,081 35,148 44,254 92,544 1,649,378 308,336 2,297,080 41,342 26,196 73,319 24,919 947 1,757 20 2,050 32,917 13 3,748 675 8,602 6 198 4,998 64,884 32 4,740 4,391 100 15,525 73 3 300 97,284 $ 2,312,605 SwapsInterest rate swaps (IRS) Cross currency swaps (CCS) Total trading Cash flow hedgesForwardsForeign currency forward SwapsInterest rate swaps Cross currency swap Fair value hedges SwapsInterest rate swaps Cross currency swaps Hedge derivatives Total position $ 2,394,965 $ $ 73,619 54 2014 Liability Position FuturesForeign currency futures Interest rate futures Index futures Equity securities forward 2013 Nominal Amount $ 718 177,784 1,595 2 Liability Position $ 11 550 30 - Nominal Amount $ 654 319,030 3,686 - Liability Position $ 1 947 65 - ForwardsForeign currency forwards Equity securities forwards 158,931 12,195 9,886 396 80,610 11,522 1,100 364 OptionsForeign currency options Interest rate options Index options Equity securities options 57,485 179,648 164,055 2,682 1,481 3,176 470 115 22,738 214,684 224 906 352 4,659 36 80 536 543 190 218 1,574,784 379,509 2,709,924 33,671 44,450 94,779 1,661,867 323,196 2,639,307 39,192 25,019 72,033 28,134 1,954 5,473 102 720 2,050 10,730 19 270 52 1,663 4,389 4,978 7,409 30,640 149 852 1,392 99,168 $ 2,669,947 Index warrants SwapsInterest rate swaps (IRS) Cross currency swaps (CCS) Total trading Cash flow hedgesForwardsForeign currency forward SwapsInterest rate swaps Cross currency swaps 8,232 Fair value hedgesSwapsInterest rate swap Cross currency swap Hedge derivatives Total position - 2,565 8,499 47,430 $ 2,757,354 $ $ 73,425 The December 31, 2014 and 2013, the recognized surplus value (shortfall) was $3,909 and $(4,084), respectively. Derivatives and the underlying assets are as follows: Futures CXC DC24 DEUA FV IPC M MIP S&P SWAP TE28 Forwards M Bonds Equity-IBEX Equity-KOF Equity-NIKKEI Equity-S&P Fx-BRL Fx-CAD Fx-EUR Fx-JPY Fx-UDI Fx-USD Equity-EUROSTOX Options C&F-FIRA C&F-LIBOR C&F-Tiie Equity-AMXL Equity-CEMEX Equity-EUROSTOX Equity-EWW Equity-GENTERA Equity-GFINBUR Equity-GFNORTE Equity-HSCE Equity-IBEX Equity-IPC Equity-NIKKEI Equity-S&P Equity-SANMEX Equity-WALMEX Fx-EUR Fx-USD Swaption-TIIE Swaps CCS CETES EURIBOR LIBOR TIIE CDI EURIBOR LIBOR TIIE Warrants GMX IPC NKY SXE WMX 55 As of December 31, 2014 and 2013, the guarantees and/or collateral received and delivered for the Over-theCounter (OTC) derivative financing transactions which were not transacted on recognized stock markets or exchanges are as follows: Heading Delivered Type of Collateral 2014 2013 Other receivables (net) Foreign Financial Entity Mexican Financial Entity Cash Cash $ 15,856 4,902 $ 7,127 8,145 $ 20,758 $ 15,272 $ 453 $ 169 $ 453 $ 169 $ 21,211 $ 15,441 Trading securities Foreign Financial Entity Government bonds As of December 31, 2014 and 2013, the negotiable instruments received as surety and/or collateral for the derivative financial transactions performed in OTC markets are restricted. Heading Received Type of Collateral 2014 2013 Sundry creditors and other accounts payable Foreign Financial Entity Mexican Financial Entities Cash Cash $ 3,956 2,077 $ 3,186 1,758 $ 6,033 $ 4,944 $ 4,215 668 $ 4,883 $ Memorandum accounts Mexican Financial Entities Foreign Financial Entity Government bonds Government bonds $ 343 343 that are not transacted on recognized stock markets or exchanges, the Institution agrees to deliver and/or receive collateral to cover any exposure to market risk and the credit risk of such transactions. Such collateral is contractually agreed to with each of the counterparties. Currently, debt securities, are posted as collateral for transactions with domestic finance companies; cash deposits and securities are used for transactions with foreign financial entities and institutional customers. The Institution is prohibited from selling or transfer surety and/or collateral that is given in assets other than cash. 56 Management of derivative financial instrument usage policies The policies of the Institution allow the use of derivatives for hedging and/or trading purposes. The main objectives of these products are covering risks and maximizing profitability. The instruments used are: Forwards Futures Options Swaps Warrants According to the portfolios, implemented strategies can be of a hedge or trading nature. Trading markets: Listed Over the Counter (OTC) Trading markets are listed and OTC, in which eligible counterparties may be domestic and foreign with internal authorizations. The designation of calculation agents is determined in the legal documentation signed with counterparties. The prices published by authorized price vendors are used to value derivative financial instruments. The main terms or conditions of the contracts are based on the International Swap Dealers Association ( ISDA ) or a local outline agreement. The specific policies on margins, collateral and lines of credit are detailed in the internal manuals of the Institution. Impairment of derivative financial instruments As of December 31, 2014 and 2013, there is no indication of impairment in credit risk (counterparty) that would require a modification in the book value of the financial assets related to the rights established in derivative financial instruments. Derivative financial instrument transactions for hedging purposes As of December 31, 2014 and 2013, the Institution holds swap (Interest Rate and Cross Currency) hedging transactions which are intended to hedge the financial margin with cash flow hedges and fair value hedges throughout the hedge period. Quantitative information Fair value hedges As of December 31, 2014 and 2013, the Institution holds hedging positions with Interest Rate and Cross Currency Swaps and with Currency forwards, which are intended to hedge certain risks through cash flow and fair value hedges throughout the hedge period. 57 During 2014, the Institution structured fair value hedges in their respective currency as follows: Instrument Nominal Value (In millions) Currency Instrument and Risk being Hedged Mexican pesos Commercial loan portfolio - Interest rate risk 56 US dollars Commercial loan portfolio - Interest rate risk 57 US dollars Private PEMEX Interest rate risk and exchange rate risk Swap IRS 1,968 Swap IRS Swap CCS As of December 31, 2014, the hedging derivative positions held as fair value hedges are as follows: Instrument Nominal Value (In millions) Currency Instrument and Risk being Hedged Mexican pesos Commercial loan portfolio - Interest rate risk 324 US dollars Commercial loan portfolio - Interest rate risk 157 US dollars Commercial loan portfolio - Interest rate risk and exchange rate risk United Mexican States Bonds (UMS) Interest rate risk and exchange rate risk Swap IRS 2,780 Swap IRS Swap CCS Swap CCS 18 Euros Swap CCS 30 Pound sterling Private PEMEX Interest rate risk and exchange rate risk Swap CCS 57 US dollars Private PEMEX Interest rate risk and exchange rate risk Swap CCS 825 UDIS UDIBONDS - Interest rate risk and Inflation risk As of December 31, 2013, hedging derivative positions held as fair value hedges are as follows: Instrument Nominal Value (In millions) Currency Instrument and Risk being Hedged Mexican pesos Commercial loan portfolio - Interest rate risk 495 US dollars Commercial loan portfolio - Interest rate risk 181 US dollars Commercial loan portfolio - Interest rate risk and exchange rate risk United Mexican States Bonds (UMS) Interest rate risk and exchange rate risk Swap IRS 2,891 Swap IRS Swap CCS Swap CCS 18 Euros Swap CCS 30 Pound sterling Private PEMEX Interest rate risk and exchange rate risk Swap CCS 825 UDIS UDIBONDS - Interest rate risk and Inflation risk 58 Fair value hedges entered into by the Institution are extend from 2015 to 2025. The net accrued loss as of December 2014 and 2013, which represents the ineffectiveness of the fair value hedges, is $6 is $15, respectively. For the years ended December 31, 2014 and 2013, the valuation effect of the hedged items for fair value hedging p For the years ended December 31, 2014, and 2013, the valuation effect of derivative financial instruments held Cash flow hedges During 2014, the Institution structured cash flow hedges for its commercial credit portfolio and debt issuance, as follows: Instrument Nominal Value (In millions) Currency Euros Instrument and Risk being Hedged Commercial loan portfolio - Interest rate risk Swap CCS 265 Swap CCS 1,250 US dollars Senior Notes - Exchange rate risk Forward Fx-USD 1,675 US dollars Brazilian government treasury billsExchange rate risk Forward Fx-BRL 4,820 Brazilian real Brazilian government treasury billsExchange rate risk During 2013, the Institution structured cash flow hedges on the commercial portfolio as follows: Instrument Nominal Value (In millions) Currency Swap IRS 2,050 Mexican pesos Swap CCS 121 Euros Commercial loan portfolio Exchange rate risk Swap CCS 630 US dollars Senior Notes - Exchange rate risk Forward Fx-EUR 206 Euros Commercial loan portfolio Exchange rate risk Forward Fx-USD 134 US dollars Forward Fx-BRL 375 Brazilian real Instrument and Risk being Hedged - Interest rate risk Brazilian government treasury billsExchange rate risk Brazilian government treasury billsExchange rate risk 59 As of December 31, 2014, the positions in derivatives with cash flow hedging purposes are as follows: Instrument Face Value (In millions) Currency Swap IRS 2,050 Mexican pesos Swap CCS 265 Euros Commercial loan portfolio Exchange rate risk Swap CCS 309 US dollars Commercial loan portfolio Exchange rate risk Swap CCS 2,160 US dollars Senior Notes - Exchange rate risk Forward Fx-USD 1,809 US dollars Brazilian government treasury bills Exchange rate risk Forward Fx-BRL 5,195 Brazilian real Brazilian government treasury bills Exchange rate risk Instrument and Risk being Hedged - Interest rate risk As of December 31, 2013, the positions in derivatives with cash flow hedging purposes are as follows: Instrument Nominal Value (In millions) Currency Instrument and Risk being Hedged Swap IRS 2,550 Mexican pesos and BONDES D Bonds Interest rate risk Swap IRS 175 Mexican pesos Central Bank compulsory deposits Interest rate risk Swap CCS 406 US dollars Commercial loan portfolio Exchange rate risk Swap CCS 121 Euros Commercial loan portfolio Exchange rate risk Swap CCS 910 US dollars Forward Fx-EUR 206 Euros Forward Fx-USD 134 US dollars Brazilian government treasury bills Exchange rate risk Forward Fx-BRL 375 Brazilian real Brazilian government treasury bills Exchange rate risk Senior Notes - Exchange rate risk Commercial loan portfolio Exchange rate risk The effective portion of cash flow hedges recognized in stockholders' equity as part of comprehensive income is adjusted, in absolute terms, to the lower of the accrued gain or loss of the derivative financial instrument of the hedge and the accrued change in fair value of the cash flows of the hedged item. As of December 31, 2014 and 2013, the amounts of $6 and $(6), respectively, were recognized in results of the year for the ineffective portion of the cash flow hedges. 60 Changes in the effective portion of cash flow hedges, which is recognized in stockholders' equity as a part of comprehensive income, is as follows: 2014 Opening balance 2013 $ 24 Entries of the period: Amount recognized in comprehensive income within stockholders' equity during the period (net of deferred taxes) Amount reclassified from stockholder equity to earnings during the period (net of deferred taxes) Balance at December 31, 2014 $ $ 90 336 60 (94) (126) 266 $ 24 The periods and amounts expected for cash flows and which affect results are as follows: Less than 3 Months More than 3 Months and less than 1 Year More than 1 Year and less than 5 Years More than 5 Years Total Receivable cash flows $ 282 $ 856 $ 2,629 $ 346 $ 4,113 Payable cash flows $ (234) $ (623) $ (2,507) $ (357) $ (3,721) In certain cases, the cash flow hedges currently contracted by the Institution extend to 2017 for the Monetary -forcommercial credit denominated in foreign currency and 2025 for UDIBONOS. Cancelled cash flow hedges During June 2014, the Institution decided to revoke the designation of the cash flow hedge for IRS derivative financial instruments which covered the monetary regulation deposit for the amount of $500 (notional value) by closing the open position with new IRS swaps, which were recorded as trading derivatives. At December 31, 2014 and 2013, the Institution maintains a balance in stockholders' equity under the heading of residual accrued gain, net of deferred tax, generated by the effective portion of the hedge derivative which was recognized in stockholders' equity as part of comprehensive income during the period in which these hedges were in effect and effective. This balance is applied based on the originally forecast transaction period. The application period expires between 2015 and 2023. During 2014, $148 of the valuation of the hedge swaps which were canceled in previous years was recycled from efers to the accrual of the valuation of the swaps which Bonds and BONDES D, $122 to the accrual of the valuation of the swaps which covered the monetary regulation deposit, $6 to the accrual of the valuation of the swaps which covered the commercial portfolio and $1 to the accrual of the valuation of the swaps which covered the securitized certificate. During the year 2013, $182 of the valuation of the hedge swaps which were canceled in previous years was Bonds and BONDES D, $146 to the accrual of the valuation of the swaps which covered the monetary regulation deposit and $6 to the accrual of the valuation of the swaps which covered the commercial portfolio. 61 At December 31, 2014, the amount of $1,275 was reclassified from stockholders' equity to earnings due to the valuation of hedge swaps which were canceled in prior years. Of these, the amount of $604 refers to the valuation and BONDES D Bonds, the amount of $655 involves the valuation accrual of swaps which hedged the Central Bank Compulsory Deposit, while the amount of $15 refers to the valuation accrual of swaps which hedged the commercial loan portfolio and $1 at the valuation accrual of the swaps that covered the securitization certificates. At December 31, 2013, the amount of $1,128 was reclassified from stockholders' equity to earnings due to the valuation of hedge swaps which were canceled in prior years. Of these, the amount of $585 refers to the valuation and BONDES D Bonds, the amount of $533 involves the valuation accrual of swaps which hedged the Central Bank Compulsory Deposit, while the amount of $9 refers to the valuation accrual of swaps which hedged the commercial loan portfolio and $1 at the valuation accrual of the swaps that covered the securitization certificates. Formal hedge documentation Once cash flow and fair value hedges are structured, the Institution prepares an individual file for each instrument containing the following documentation: 9. hedging operation. The specific risk or risks to be hedged. Hedge structure identifying the derivative financial instruments contracted for hedging purposes and the item generating the hedged risk. Definition of the elements composing the hedge, its objective and a reference to the effectiveness valuation method. Contracts for the hedged item and hedging instrument, as well as confirmation from the counterparty. Periodic hedge effectiveness tests at the prospective level regarding its estimated future evolution and at the retrospective level, concerning its past behavior. These tests are applied at least at the end of each quarter, according to the valuation method defined when creating the hedge files. Loan portfolio The detail of the loans granted by economic sector as of December 31, 2014 and 2013 is as follows: 2014 Federal Government loans $ Manufacturing industry Retail Other activities and services Commercial Communications and transportation Construction Tourism Farming and cattle-raising Mining 2013 55,927 $ 48,242 182,212 83,954 35,458 10,879 33,028 6,309 9,247 660 409,989 465,916 Interest collected in advance Un-accrued financial burden from financial leasing transactions $ 37,487 45,816 160,017 62,211 29,258 12,437 32,707 7,218 7,391 679 357,734 395,221 (331) (256) (44) (33) 465,541 $ 394,932 62 During 2014, the average placement rate was 11.84% and 3.61% for loans denominated in Mexican pesos and US dollars, respectively. During 2013, this rate was 12.36% and 3.66% for loans denominated in Mexican pesos and US dollars, respectively. At December 31, 2014 and 2013, the valuation of the portfolio hedged based on derivative financial operations was $(44) and $4, respectively. Loans to related parties - At December 31, 2014 and 2013, loans have been granted to related parties per article 73 of the Law on Credit Institutions amounting to $73,238 and $71,913, respectively, which were approved by the Board of Directors. As of December 31, 2014 and 2013these amounts include a loan granted to Santander Consumo, S.A. de C.V. SOFOM, E.R. (the SOFOM) for $33,689 and $39,803, respectively, and, at December 31, for the amount of $27,263 and $19,821, respectively. Furthermore, as of December 31, 2014, it includes a credit related to Santander Consumo, Santander Hipotecario and Santander Vivienda (subsidiaries of the Bank), which were eliminated from the balance sheet for consolidation purposes. Policy and methods used to identify distressed commercial loans - Commercial loans are identified as distressed in regard to the individual portfolio rating, by considering quantitative elements when they are unsatisfactory and there are significant weaknesses in cash flow, liquidity, leverage, and/or profitability that may jeopardize the borrower ntinue as a going concern or when it has stopped operating. In general, distressed loans Policy and procedures to identify concentration of credit risk - Concentration of risk is an essential element of risk management. The Institution continuously monitors the degree of concentration of credit risk portfolios by economic group. This monitoring starts from the admission study stage with the application of a questionnaire to the partners of the borrowing group to create a list of companies and assess the exposure of the economic group by both credit and market risk. Credit lines unused by customers - As of December 31, 2014 and 2013, unused authorized credit lines amounted to $83,199 and $103,196, respectively. Federal Government loans - As of December 31, 2014 and 2013, loans granted to Federal Government agencies, including those of the support programs and agreements, were as follows: 2014 Additional Benefit Program for: Mortgage debtors Early termination of the housing support programs $ 2013 109 $ 219 34 49 52,011 851 1,503 1,419 55,784 32,876 898 1,557 1,888 37,219 Guarantees for Final Recovery Remnants of FOVI credits Other loans granted to government agencies: Simple loans General loans Unsecured loans Discounted portfolio loans Total government loans $ 55,927 $ 37,487 63 Portfolio by loan type and currency - As of December 31, 2014 and 2013, the loans granted by type and currency are as follows: Loan Type Performing loan portfolio: Commercial loans Commercial or business activity Loans to financial entities Loans to government entities Consumer loans Mortgage loans 2014 Valued Amount US dollars UDIS Mexican pesos $ Non-performing loan portfolio Commercial loans Commercial or business activity Loans to government entities Consumer loans Mortgage loans 154,142 5,418 38,504 72,459 95,819 366,342 $ 7,929 2 3,165 3,748 14,844 $ 381,186 58,791 162 17,421 875 77,249 $ - 960 81 1,041 78,290 $ 4,495 4,495 212,933 5,580 55,925 72,459 101,189 448,086 1,570 1,570 8,889 2 3,165 5,399 17,455 - - $ Total $ 6,065 $ 465,541 2013 Valued Amount Loan Type Performing loan portfolio: Commercial loans Commercial or business activity Loans to financial entities Loans to government entities Consumer loans Mortgage loans Mexican pesos $ Non-performing loan portfolio Commercial loans Commercial or business activity Loans to government entities Consumer loans 142,472 1,724 23,722 66,609 80,264 314,791 US dollars $ 7,238 2,696 2,611 12,545 $ 327,336 UDIS 45,430 522 13,765 864 60,581 $ 42 $ 5,516 5,517 187,903 2,246 37,487 66,609 86,644 380,889 1,273 1,273 7,280 2,696 4,067 14,043 - 183 225 60,806 1 - - $ Total $ 6,790 $ 394,932 As of December 31, 2014 and 2013, the loan portfolio of the Institution is unrestricted. 64 Acquisition of Santander Vivienda On June 14, 2013, the Institution executed a share purchase-sale agreement to acquire the shares of ING Hipotecaria, which was a subsidiary of ING Group. The acquisition was subject to the approval of the respective regulatory entities which was granted during October 2013. . de C.V., Sociedad Financiera de Objeto Múltiple, Entidad No The change in business name was registered in the Public Records Office in September 2014. ING Group maintained control of Santander Vivienda until the transaction closing date, November 29, 2013 (the ing At the transaction closing date, the Institution formalize the acquisition of 100% of the ordinary voting stock of Santander Vivienda through a cash payment of $541, equal to 100% of the shares and the value of the The fair value of the acquired net assets was $395, which includes the mortgage credit portfolio with a face value of $11,237 and an estimated fair value of $10,772. A loan portfolio of approximately $363 is not expected to be recovered at the acquisition date. Santander Vivienda currently operates as a subsidiary of the Bank and due to the equity relationship as of the acquisition date it became a regulated entity. The Institution anagement analyzed the fair values of the assets acquired and liabilities assumed through this transaction, which generated goodwill of $146 based on the synergies that will be generated once Santander Vivienda is completely integrated into the operations of the Institution. The most significant acquisition accounting adjustments were the credit portfolio value reduction of $465, as well as the foreclosed goods value reduction of $686, thereby generating a deferred tax asset of $345. These adjustments have been included in the values presented in the following summary table. The main assets acquired and liabilities assumed, valued at fair value at the acquisition date, are detailed below: Heading Cash and investments in securities Mortgage portfolio, net Foreclosed goods, net Accounts receivable Other assets Total assets $ Other liabilities Total liabilities 557 10,772 202 95 586 12,212 (11,817) (11,817) Acquired net assets Acquisition cost $ 395 (541) Goodwill at November 29, 2013 $ (146) In December 2014, the Institution concluded the analysis of the estimates regarding the fair values of the assets and liabilities acquired in this transaction, in conformity with NIF B-7, Business Acquisitions, and no adjustments were identified additional to those described above. 67 At the date on which Santander Vivienda was acquired, it contributed $20 to the consolidated financial margin and $40 to the consolidated net profit of the Institution. If the acquisition had taken place on January 1, 2013, this entity contributed $1,259 to the consolidated financial margin and $(96) to the consolidated net profit of the year. Sale of written-off portfolio In December 2014, the Institution sold written off credit portfolio to a related party; the face value of these credits of $226. An independent external advisor determined that this price reflected market prices. On November 26, 2013, the Institution sold the previously written-off portfolio recognized in Santander Consumo to an independent entity. The face value of these loans was $26,259, with a portfolio sales price of $80. This sale generated a profit of $80 for Santander Consumo. Assignment of payroll portfolio In February 2014, the Institution executed a contract of onerous assignment of loan portfolio with a financial institution for 19,689 credits related to the payroll loan portfolio, with a carrying amount at the date of sale $532. The amount received for the sale was $417, generating a loss of $121 in results of the year, which was recorded in 10. UDIS restructured portfolio At December 31, 2012, all the loans restructured in UDIS and which were recorded in the respective trusts reached maturity. The Institution anagement is currently in the process of liquidating these trusts. Early elimination of the Borrower Support Programs The contract to early eliminate the borrower whereby the banks deemed it advisable to early terminate the following programs, which were created between 1995 and 1998 derived from the debt restructurings, as follows: a. b. c. Housing Loan Borrower Support Program ( Support Program ); Support Program for the Building of Housing in the process of construction in their personal loan stage (Support Program); and the Agreement of Benefits for Housing Loan Borrowers ( Discount Program ) The banks reached agreement with the Mexican Treasury and the Commission. This agreement was handled through the Mexican Bankers' Association ( ABM ) and establishes that to ensure the proper application of the early termination agreement scheme, the banks will be subject to the supervision and oversight of the Commission, and will adhere to the observations and corrections indicated by the Commission, for which purpose they must provide any and all information requested from them in relation to the performance of the agreement. The early termination scheme covered the loans restructured or granted in UDIS under the Borrower Support Programs, the loans denominated in Mexican pesos which are entitled to receive the Discount Program benefits. Additionally, it covers loans which, as of December 31, 2010 (cutoff date) are current, as well as past-due loans which as of the same date were restructured, as well as those loans which in order to be current received a reduction, discount or rebate, regardless of the amount, provided that there is evidence of payment compliance. On July 26, 2010, the Commission published, in the Federal Official Gazette, the "General provisions applicable ules for accounting, reporting and audit requirements for the operation of the Contract, as well as the special rules for the proper restructuring process of the loans which can apply the benefits of the Mortgage Programs and the Agreement. 68 As established above, the Institution complied with the Contract, which went into effect on July 15, 2010. At December 31, 2014 and 2013, the total amount of Federal Government housing credit payment obligations is $109 and $219, respectively; these amounts are recor . following the Cutoff Date until the close of the month immediately before the payment date, using for January 2011, the rate resulting from the arithmetical average of the annual rates of return calculated on the discount rate of the 91 day CETES issued in December 2010, and for the subsequent months the future interest rates of the 91 day CETES of the immediately preceding month, published by the company Proveedor Integral de Precios, S.A. (price vendor), on the business day immediately following that of the Cutoff Date, or as the case may be, that of the closest previous month contained in such publication, carried to a 28 day term yield curve, by dividing the resulting rate by 360 and multiplying the result so obtained by the number of days elapsed during the period in which it is accrued, and capitalized monthly. These payment obligations will be subject to the other provisions contained in the Contract and the "Liquidation In June 2011 and the start of the terms established by the Agreement, Management determined the correct application and execution of the Agreement to ensure the early settlement of Housing Loan Debtor Support Programs. Federal government payment obligation resettled to annual payments over a five-year period; as of December 31, 2014, outstanding payments are as follows: Annuity Payment Date Fifth June 1, 2015 Amount $ 109 $ 109 After determining payable annuities, on September 29, the 2011, management calculated the adjusted amount of the first annuity payable on December 1, 2011 by considering that the default index is inapplicable to this initial year. Under the Agreement, if the portfolio exceeds this default index, the Institution loses the Support Benefit payable by the Federal Government. The adjustments of the first and second annual payments of December 1, 2011 and June 1, 2012 were $127 and $118, respectively. On December 1, 2011 and June 1, 2012, the management of the Institution received the adjusted amounts of the first and second annual payments. The adjusted amount of the third annuity paid on June 3, 2013 amounted to $121. On June 3, 2013, the management received the third set amount of annuity. The adjusted amount of the fourth annuity paid on June 3, 2013 was a price of $127. On June 3, 2013, the management of the Financial Group received the adjusted amounts of the third annual payments. The maximum amount that the Institution will have to absorb from loan borrowers which, given their characteristics, were not included in the Early Settlement Scheme under the Agreement, if these loans become current and whereby borrowers would be entitled to receive Discount Program benefits, is $32. 69 The remaining balance and maturity dates of these special CETES which, as they were not repurchased by the Federal Government, are maintained by the Institution in its consolidated balance sheet as of December 31, 2014, are as follows: Issuance Trust B4-170713 B4-170720 B4-220707 B4-270701 B4-220804 BC-170720 BC-220804 421-5 424-6 422-9 423-2 431-2 424-6 431-2 Non-securities 9,155,840 86,723 12,762,386 15,292,752 440,294 2,875 71,442 Maturity Date Price in Mexican pesos 13-jul-2017 20-jul-2017 07-jul-2022 01-jul-2027 04-ago-2022 20-jul-2017 04-ago-2022 $ $ $ $ $ $ $ 91.32700 91.32700 91.32700 91.32700 83.61725 29.45004 29.45004 Millions of Mexican pesos $ 836 8 1,166 1,397 37 2 $ 3,446 The remaining balance and maturity dates of these special CETES which, as they were not repurchased by the Federal Government, are maintained by the Institution in its consolidated balance sheet as of December 31, 2013, are as follows: 11. Issuance Trust B4-270701 B4-170713 B4-220707 B4-170720 B4-220804 BC-170720 BC-220804 423-2 421-5 422-9 424-6 431-2 424-6 431-2 Non-securities 15,292,752 9,155,840 12,762,386 86,723 440,294 2,875 71,442 Maturity Date Price in Mexican pesos 01-jul-2027 13-jul-2017 07-jul-2022 20-jul-2017 04-ago-2022 20- jul-2017 04-ago-2022 $ $ $ $ $ $ $ 88.59659 88.59659 88.59659 88.59659 81.11734 28.68260 28.68260 Millions of Mexican pesos $ 1,354 811 1,131 7 36 1 2 $ 3,342 Allowance for loan losses On March 26, 2014, the Commission issued a Ruling which modifies the provisions, adjusting the methodology applicable to the classification of commercial loan portfolio for loans granted in conformity with Sections II and III of Article 224 of the Commercial Bankruptcy Law, in order to make it consistent with the amendments made to such statute on January 10, 2014. This methodology mainly includes the consideration of collateral created under the terms of Article 75 of the Commercial Bankruptcy Law for the determination of the Severity of the Loss, by applying certain adjustment factors or discount percentages for each type of admissible security interest in personal or real property. On June 24, 2013, the Commission modified the methodology applicable to the classification of the commercial loan portfolio to change the model for creating allowance for loan losses from the incurred loss model to an expected loss model where losses for the following 12 months are estimated based on current credit information. Such modification entered into effect on the day following its publication. 70 The Commission stipulated the recognition of the initial financial effect derived from the application of the classification implementation of this change in methodology: December 31, 2013 to recognize the initial financial effect of the commercial loan portfolio and June 30, 2014 to recognize the initial financial effect for the loan portfolio to financial entities. In accordance with the deadline established by the Commission, the Institution recognized the initial financial effect for the loan portfolio to financial entities and the commercial loan portfolio as of June 30, 2014 and 2013, respectively. As of June 30, 2014 and 2013, the cumulative financial effect derived from the application of the change in the rating methodology of the loan portfolio to financial entities and commercial loan portfolio originated an increased in the allowance for loan losses in the amount of $83 and $3,445, respectively, which were reported in the consolidated balance sheet under the line item "Allowance for loan losses" with corresponding debit in Stockholders' ordance with provisions of MFRS D-4, Income Taxes, the Institution recognized the deferred tax resulting from the initial cumulative financial effect derived from the change in the rating methodology of the loan portfolio to financial entities and the commercial loan portfolio. This was accounted for as an increase in the amount of $25 and $1,033, consolidated balance sheet asset side with its co thodology of the commercial loan portfolio amounted to $58 and $2,412, net of the related deferred income tax. As of December 31, 2014 and 2013, the allowance for loan losses was $16, 951 and $16, 222, respectively, assigned as follows: Performing Portfolio 2014 Commercial and financial entities portfolio Mortgage loans Credit cards and consumer loans Total Portfolio Total Portfolio Assigned Allowance $ 3,173 628 6,000 $ 4,094 1,036 2,020 $ 7,267 1,664 8,020 $ 9,801 $ 7,150 $ 16,951 Performing Portfolio 2014 Commercial and financial entities portfolio Mortgage loans Credit cards and consumer loans Non-performing Portfolio Non-performing Portfolio Assigned Allowance $ 3,042 740 6,294 $ 3,155 1,203 1,788 $ 6,197 1,943 8,082 $ 10,076 $ 6,146 $ 16,222 As of December 31, 2014 and 2013, the Institution maintained an allowance for loan losses equivalent to 97% and 116% of the non-performing portfolio, respectively. 71 12. Other receivables, (net) As of December 31, 2014 and 2013, are comprised of: 2014 Debtors due to liquidation of operations Collateral given in cash for transactions not performed on recognized stock markets or exchanges ( OTC ) Other debtors Employee loans Recoverable taxes $ 2013 15,015 20,758 5,584 3,317 7,053 51,727 Allowance for doubtful accounts Total $ 10,915 15,272 5,443 3,014 8,619 43,263 (514) $ 51,213 (533) $ 42,730 As of December 31, 2014 and 2013, transaction liquidation debtors are as follows: 2014 Debt instruments Shares Foreign currency Others Total 13. 2013 $ 10,610 435 2,926 1,044 $ 7,180 197 3,082 456 $ 15,015 $ 10,915 Foreclosed assets, (net) As of December 31, 2014 and 2013 were as follows: 2014 Foreclosed properties Promissory properties $ 946 4 950 (592) $ $ 358 $ Less- Allowance for losses on foreclosed assets Total 2013 1,563 3 1,566 (1,141) 425 Changes in the allowance for losses on foreclosed assets are summarized below (at nominal value) for the years ended December 31, 2014 and 2013: 2014 Opening balance $ Foreclosed assets reserve of Santander Hipotecario based on its fair value valuation Results Release of reserves for sale of foreclosed assets Closing balance 2013 1,141 $ - 807 38 (104) 31 (580) $ 592 400 $ 1,141 During December 2013, the Institution signed an agreement with a financial institution for the sale of 1,309 foreclosed assets. The transaction concluded on January 31, 2014 at a selling price of $282, generating pre-tax income of $149, which was recorded operating income 73 14. Property, furniture and equipment, (net) As of December 31, 2014 and 2013 were as follows: Accumulated Depreciation Acquisition Cost Net Book Value Properties for office purposes Fixtures Computer equipment Office furniture Communication equipment Peripheral computer equipment Vehicles Other equipment $ 1,076 5,826 431 1,191 216 587 178 18 $ (372) (2,400) (278) (659) (96) (372) (86) (1) $ 704 3,426 153 532 120 215 92 17 Balance at December 31, 2014 $ 9,523 $ (4,264) $ 5,259 Properties for office purposes Fixtures Computer equipment Office furniture Communication equipment Peripheral computer equipment Vehicles Other equipment $ 1,076 5,140 383 1,070 138 484 176 17 $ (357) (2,086) (236) (571) (76) (299) (94) (1) $ 719 3,054 147 499 62 185 82 16 Balance at December 31, 2013 $ 8,484 $ (3,720) $ 4,764 $ 7,358 The entries in property, furniture, and equipment are as follows: Acquisition cost: Balance at January 1, 2013 Additions Asset acquisition from Santander Vivienda Disposals 1,313 37 (224) Balance at December 31, 2013 8,484 Additions Disposals 1,279 (240) Balance at December 31, 2014 Accumulated depreciation: Balance at January 1, 2013 $ 9,523 $ (3,272) Additions Asset acquisition from Santander Vivienda Disposals (649) (28) 229 Balance at December 31, 2013 (3,720) Additions Disposals (784) 240 Balance at December 31, 2014 $ (4,264) Balance at December 31, 2013 $ 4,764 Balance at December 31, 2014 $ 5,259 74 The annual depreciation and amortization rates were as follows: Percentage Properties for office purposes Office furniture Computer equipment Peripheral computer equipment Vehicles Communication equipment Fixtures Other 2% to 5% 10% 25% 25% 20% 20% 10% 10% and 20% Fibra Uno During the second quarter of 2012 the Institution executed a contract with Fibra Uno, S.A. de C.V. subsequent lease of this property for a 20-year period. This transaction was subject to the approval of the respective regulatory entities, which was granted in May 2012. The lease contract is considered as an operating lease which cannot be canceled and includes a renewal option for up to four consecutive five-year periods based on market rates which will be determined at each renewal date. The lease contract includes rental adjustments based on the National Consumer Price Index, but does not contain contingent rental payment clauses based on volumes or purchase options. Likewise, it does not restrict the capacity of the Institution to pay dividends, contract debt or execute additional rental agreements. According to the operating lease contract, at December 31, 2014, minimum future payments are as follows: Lease 15. Fibra Uno Others Total 2015 2016 2017 2018 2019 2020 onwards $ 253 266 276 276 276 3,401 $ 161 300 482 778 398 180 $ 414 566 758 1,054 674 3,581 Minimum future payments $ 4,748 $ 2,299 $ 7,047 Long-term investment in shares As of December 31, 2014 and 2013, were as follows: Equity Percentage in 2014 Institution Other investments Sundry Total 2014 2013 $ 152 $ 144 $ 152 $ 144 As of December 31, 2014 and 2013, share on profit of no consolidated subsidiaries and associates is as follows: Institution Other investments 2014 2013 $ 79 $ 80 $ 79 $ 80 75 16. Other assets, (net) As of December 31, 2014 and 2013, were as follows: 2014 Intangibles: Goodwill (1) Prepaid expenses Software and technological developments Less $ 2013 1,735 498 4,487 6,720 (2,142) 4,578 Accumulated amortization of other assets Other assets Security deposits $ 1,735 422 5,405 7,562 (3,389) 4,173 39 39 $ 4,617 39 39 $ 4,212 Software is amortized over a three-year term from the date acquired. Licenses are amortized over a 3.3-year term from their date of use. Amortization for intangibles is recorded in the consolidated statements of income al (1) Includes goodwill arising from the acquisition of Santander Vivienda from ING Group for $146 and goodwill arising from the acquisition of the mortgage business acquired from GE in the amount of $1,589. As of December 31, 2014 and 2013, both amounts of goodwill do not show indicators of impairment. Goodwill The movements in goodwill are as follows: 2014 Balance at the beginning of the year Additions (Acquisition of Santander Vivienda) $ Balance at the end of the year $ 2013 1,735 $ 1,589 146 1,735 $ 1,735 - Software and technological developments The movements in software and internally developed information technology systems are as follows: Acquisition cost: Balance at January 1,2013 $ Additions Disposals 933 (99) Balance at December 31, 2013 5,405 Additions Disposals 1,226 (2,144) Balance at December 31, 2014 4,571 $ 4,487 76 Accumulated amortization: Balance at January 1, 2013 $ (2,517) Additions Disposals (970) 98 Balance at December 31, 2013 (3,389) Additions Disposals (897) 2,144 Balance at December 31, 2014 17. $ (2,142) Net balance at December 31, 2014 $ 2,345 Net balance at December 31, 2013 $ 2,016 Foreign currency position At December 31, 2014 and 2013, foreign currency assets and liabilities of the Institution were as follows: Millions of US dollars 2014 Funds available Margin accounts Investments in securities Derivatives (net) Loan portfolio Valuation adjustment for hedged financial assets Other receivables (net) Deposits Interbank and other loans Sundry creditors and other payables Sale and repurchase agreements (net) Outstanding subordinated liabilities Net lliability position Mexican peso equivalent As of December 31, 2014 and 2013 US dollar, respectively. $ 2013 2,516 61 2,025 (2,962) 5,301 (6) 800 (4,171) (1,732) (451) (123) (1,324) 1,735 27 1,499 (2,197) 4,603 (9) 585 (3,076) (1,094) (555) (266) (1,291) (66) (39) (973) $ (510) -hour) exchange rate used was $14.7414 and $13.0843 per As of February 20, 2015, the unaudited foreign currency position (unaudited) was similar to that in effect at year5.0757 per US dollar. The Central Bank sets the ceilings for foreign currency liabilities and the liquidity ratio that the Institution obtains directly or through its foreign agencies, branches or affiliates, which must be determined daily for such liabilities to enable the Institution to structure their contingency plans and promote longer term funding within a reasonable time frame. The Institution performs a large number of foreign currency transactions. Given that the parities of other currencies against the Mexican peso are linked to the US dollar, the overall foreign currency position is consolidated into US dollars at each month-end closing. 77 Senior Notes On November 9, 2013, the Institution placed debt securities known as Senior Notes for the amount of one billion US dollars for a 10-year period. These securities were issued and placed according to Rule 144A and Regulation S of the 1933 US Securities Act. Interest will be payable every six months on May 9 and November 9 as of May 9, 2014. Principal is payable at maturity (November 9, 2022). The securities will accrue interest at an annual rate of 4.125%. Principal will be payable when the securities mature or, if applicable, in the event of early payment. At December 31, 2014 and 2013, the Institution has placed and settled securitization certificates, bank bonds and senior notes with a market value of $27,028 and $26,253, respectively, which are comprised as follows: Instrument Stock Certificates Stock Certificates Stock Certificates Stock Certificates Stock Certificates Stock Certificates Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds 2014 $ 2013 Period Rate 1,700 5,000 730 2,800 1,300 987 Mar/09/2021 Jan/27/2014 Jan/27/2014 Sep/21/2016 Sep/21/2016 Nov/23/2017 8.91% Fixed rate Variable Rate(TIIE + 20 bps) Variable Rate (TIIE + 20 bps) Variable Rate (TIIE + 50 bps) Variable Rate (TIIE + 50 bps) 9.05% Fixed rate - 11 Jun/11/2014 Variable Rate ( TIIE) - 93 May/29/2014 Variable Rate (TIIE) - 200 May/05/2014 Variable Rate (TIIE) 58 131 Aug/26/2015 Variable Rate (TIIE) 20 20 Oct/15/2015 Index (IBEX35) - 15 Nov/28/2014 Variable Rate (TIIE) - 28 Jan/14/2014 Variable Rate (TIIE) 5 5 Aug/04/2015 Variable Rate (TIIE) 8 8 Aug/18/2015 Variable Rate (TIIE) - 11 Aug/28/2014 Index (STOXX 50) - 20 Jan/24/2014 Exchange rate - 13 Jan/28/2014 Exchange rate - 7 Feb/13/2014 Exchange rate - 150 Jan/10/2014 9.3% Fixed rate - 11 Jan/13/2014 Exchange rate - 20 Jan/10/2014 6.0% Fixed rate 1,700 2,800 1,300 986 $ 79 Instrument 2014 Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds 2013 Period Rate 10% Fixed rate - 10 Jan/17/2014 - 13 Feb/27/2014 - 13 Jan/02/2014 2. Fixed rate 4. Fixed rate 11 - Jan/20/2015 Index (Euro STOXX 50) 1,491 - Mar/02/2017 Index (Euro STOXX 50) 87 - Mar/13/2017 Index (Euro STOXX 50) 50 - Mar/16/2017 Index (Euro STOXX 50) 12 - Mar/24/2017 Index (Euro STOXX 50) 12 - 06-abr-2017 Index (Euro STOXX 50) 58 - 07-abr-2016 Index (Euro SX7E) 10 - 26-may-2016 Index (Euro SX5E) 20 - 08-jun-2016 Index (Euro SX5E) 11 - 18-jun-2015 Index (Euro SX7E) 23 - 19-jun-2015 Index (NIKKEI 225) 18 - 24-jun-2015 Index (Euro SX7E) 846 - 29-jun-2017 Index (IBEX35) 100 - 08-ene-2015 Exchange rate 614 - 03-ago-2017 Index (Euro SX5E) 240 - 24-ago-2016 Index (HSCEI and S&P 500) 561 - 06-sep-2017 index (Euro SX5E) 385 - 08-sep-2017 Index (Euro SX5E) 16 - 09-sep-2015 Index (Euro SX5E) 20 - 06-ene-2015 Exchange rate 18 - 13-ene-2015 Exchange rate 11 - 30-ene-2015 Exchange rate 80 Instrument 2014 Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Structured Bank Bonds Senior notes Subtotal 2013 - 05-ene-2015 Exchange rate 24 - 17-feb-2015 Exchange rate 34 - 14-oct-2016 Index (Hang Semg) 107 - 06-nov-2017 Index (S&P500) 276 - 17-nov-2016 Index (IBEX35) 600 - 04-ene-2018 Index (EURO STOXX Oil & Gas) 13,084 26,380 04-ene-2018 29-oct-2022 Index (EURO STOXX Oil & Gas) 4.125% Fixed rate 13 14,741 27,314 (260) (260) Plus Bonus Valuation Accrued interest (177) 151 133 $ Rate 28 Less Issuance costs Total Period 27,028 $ 26,253 81 As of December 31, 2014 and 2013, the Inst parties are as follows: 2014 2013 ReceivableFunds available Debtors under sale and repurchase agreements (1) Derivatives (asset) (2) Performing loan portfolio (3) Other receivables, (net) (4) $ $ $ $ $ 126 629 28,089 2,696 4,465 $ $ $ $ $ 67 1,134 19,999 3,188 5,572 PayableDemand deposits (5) Credit instruments issued (6) Creditors under sale and repurchase agreements Interbank and other loans Derivatives (liabilities) (2) Sundry creditors and other payables Creditors from settlement of transactions Subordinated liabilities $ $ $ $ $ $ $ $ 2,526 727 22,268 $ $ $ $ $ $ $ $ 1,382 774 60,041 3,175 20,944 230 1,104 12,766 28,786 2,158 975 14,630 As of December 2014 and 2013, the most significant transactions carried out by the Institution with related and affiliated companies (at nominal values) were as follows: 2014 2013 RevenuesInterest Commissions $ $ 176 4,927 $ $ 187 4,727 ExpensesInterest Administrative expenses Technical assistance $ $ $ 2,245 326 1,761 $ $ $ 2,264 319 1,728 $ (1,744) $ 512 Result from derivative financial instrument transactions (1) As of December 31, 2014, debtors and creditors transactions with agreements are as follows: Active Casa de Bolsa Santander, S.A. de C.V., Grupo Financiero Santander México. (2) $ Passive 629 $ 19,865 As of December 31, 2014, asset and liability transactions with derivative financial instruments are as follows: 2014 Active Banco Santander, S.A. (Spain) Santander Benelux, S.A., N.V. Abbey National Treasury Services plc (London) Others $ 27,256 $ - 28,339 Active $ 828 5 $ 2013 Passive 28,089 426 21 $ 28,786 $ Passive 12,095 $ 12,599 7,822 8,291 70 12 42 12 19,999 $ 20,944 84 (3) At December 31, 2013, the entities denominated Produban Servicios Informáticos Generales, S.L. (PSIG) and Santander Capital Structuring, S.A. de C.V. (SCS), received credits from the Institution for the amounts of $1,413 and $1,245, respectively, at the 3.39% (PSIG) and 6.14% (SCS) rates. At December 31, 2013, roduban Servicios Informáticos the Bank for the amounts of $1,751, $336, $1,086 and $15, respectively, at an average weight rate of 6.16% (SCS), 6.94% (Polanco), 3.37% (PSIG) and 7.79% (GKM). (4) At December 31, 2014, other accounts receivable are primarily composed by: Unpaid transactions of $2,215 with Banco Santander (Spain), S.A. Collectible commissions of $747 from Zurich Santander Seguros México, S.A. (Zurich Santander) for the placement of insurance policies through Bank branches. Collateral given for transactions with derivative financial instruments entered into with Banco Santander, S.A. (Spain) for the amount of $756. Available balances in investment contracts for $469 to Banco Santander, S.A. (Spain). At December 31, 2013, other accounts receivable are primarily composed by: (5) Unpaid transactions of $3,313 with Banco Santander (Spain), S.A. Collectible commissions of $762 from Zurich Santander Seguros México, S.A. (Zurich Santander) for the placement of insurance policies through Bank branches. Collateral given for transactions with derivative financial instruments entered into with Benelux, S.A. N.V. for the amount of $424; and Banco Santander, S.A. (Spain) for the amount of $676. As of December 31, 2013, time deposits are as follows: Company Promociones y Servicios Santiago, S.A. Grupo Financiero Santander México, S.A.B. de C.V. ISBAN México, S.A. de C.V. Promociones y Servicios Monterrey, S.A. de C.V. Other Instrument Amount Promissory note in US dollars $ Promissory note in Mexican pesos Promissory note in US dollars Promissory note in US dollars Promissory note $ (6) Term (years) Rate 1,789 3 days 0.1200% 254 2 days 2.98% 181 4 days 0.1200% 133 169 3 days Other 0.1200% Other 2,526 At December 31, 2013, Zurich Santander and Banco Santander, S.A. (Spain) have an investment in credit securities issued by the Institution with the following characteristics: Series BSANTM Total Amount $ 727 $ 727 Term (Days) Rate 3,671 4.125 85 (7) As of December 31, 2014, Banco Santander, S.A. (Spain) maintains an investment in subordinated debentures issued by the Bank, the characteristics of this investment are: Series Mont Subordinated debentures $ 14,630 Total $ 14,630 Term (days) 3,960 Rate 5.95% balance sheet, include $1525 with Banco Santander, S.A. (Spain), at a rate of 0.8089% and with a term of 442 days. The Institution executed professional service contracts with ISBAN México, S.A. de C.V. ( Isban ), Ingeniería de Software Bancario, S.L. Spain ( Isban Spain ), Produban México, S.A. de C.V. ( Produban ) and Produban Servicios Informáticos Generales, S.L. ( Produban Spain ) which provide systems development and operation services, among others. Similarly, the Institution acquired software developed by Isban, Isban Spain, Produban and Produban Spain for $980 and $722 in 2014 and 2013, respectively. Management believes that transactions with related parties are performed according to the prices and payment amounts that would be utilized with or between independent parties for comparable transactions. 23. Labor benefits Under Mexican Labor Law, the Institution is liable for severance payments and seniority premiums to employees terminated under certain circumstances; there are also other obligations derived from the collective bargaining agreement. Each year, the Institution records the net periodic cost to create a fund that covers the net projected obligation from seniority premiums and pensions, medical expenses and severance payments as it accrues based on actuarial calculations prepared by independent actuaries, which are based on the projected unit credit method and the parameters established by the Commission. Therefore, the liability is accrued at the present value of future cash flows required to settle the obligation from benefits projected to the estimated retirement date of According to its collective bargaining agreements and individual employment contracts, the Institution has a liability for subsequent retirement benefits, which is composed by the payment of 100% of certain medical expenses when its employees retire, as well as those incurred by retirees and their family members under the terms of the respective contracts. The Institution has a defined contribution pension plan, whereby such institutions agree to pay pre-established cash amounts to a given investment fund, in which the worker benefits consist of the sum of such contributions, plus or minus the gains or losses from the management of such funds of those workers who adhered to the new plan, which was optional for them. During 2014 and 2013, the amount recognized by the Institution as an expense for the defined contribution plan was $246 and $226, respectively. As of December 31, 2014 and 2013, approximately 1.8% and 2.08% (unaudited) o employees, respectively, were still enrolled in the defined benefit pension plan while the rest of the employees had enrolled in the defined contribution pension plan. As of December 31, 2014 and 2013, the investment fund of the defined contribution pension plan was $4, 479and $4,575, respectively. At December 31, 2014 and 2013, approximately 83.3% and 80.54% (unaudited) of the workers employed by the Institution and enrolled in the defined contribution plan have been included in the new Retirement Medical Coverage subaccount system. 86 As of December 31, 2014, the Institution amortizes variances based on the estimate of 10.25 years for the pension plan for retirees, 9.25 years for post-retirement medical services and 14.10 years for seniority premiums, based on the average remaining years of service. As of December 31, 2013, the Institution amortizes variances based on the estimate of 12.25 years for the pension plan for retirees, 11.25 years for post-retirement medical services and 14.60 years for seniority premiums, based on the average remaining years of service. As of December 31, 2014 and 2013, balances and activity reflected in employee benefits from defined benefit plans of entities that comprise the Institution, which include pension plans, seniority premiums, medical expenses and severance payments, were as follows: 2014 Projected benefit obligation Plan assets Unfunded liability $ (7,008) 4,480 (2,528) Unamortized: Unrecognized actuarial losses Net projected liability 2013 $ (6,580) 4,576 (2,004) 1,960 $ (568) 1,685 $ (319) As of December 31, 2014, the net projected liability for severance payments at the end of the employment relationship for reasons other than restructuring is $404. As of December 31, 2014 and 2013, the obligations for acquired benefits are $5,306 and $4,782, respectively. Net periodic cost consists of the following: 2014 Service cost for the year Financial cost Less- Return on plan assets Actuarial losses Immediate recognition of actuarial losses for the year $ 2013 143 564 (415) 113 33 $ 164 510 (325) 156 57 5 5 $ 572 Effects due to reduction and early settlement Net periodic cost (6) $ 432 The economic assumptions used were as follows: Discount rate Expected rate of return of assets Wage increases rate Medical inflation rate 2014 2013 8.25% 8.50% 5.00% 7.12% 9.00% 9.25% 5.00% 7.12% In July 2001, the Institution executed a collective lifetime payment insurance operation agreement for certain retirees with Principal México Compañía de Seguros, S.A. de C.V. (Principal). Such agreement establishes that with the payment of the single premium by the Institution, Principal commits to paying insured retirees a lifetime payment until the death of the last insured retiree. 87 obligation to its retirees in the consolidated balance sheets, the Institution records the projected benefit -term account receivable with Principal, which is recorded under the heading of was calculated by the Institution 's external actuaries at the close of the year, based on the estimates used in the actuarial study for labor liabilities and the remaining personnel. As of December 31, 2014 and 2013, such liability is $905 and $921 eliminated against the equivalent balance under the The reserves for employee benefits net of the contributions to the fund, with the exception of the Casa de The changes in net projected obligations were as follows: 2014 Opening balance Benefit payment Provision for the year Net projected liability for Santander Vivienda acquisition Contributions for the year Net projected liability 2013 $ (319) 171 (438) 6 12 $ (492) 128 (572) (14) 631 $ (568) $ (319) Fund movements were as follows: 2014 Opening balance Contributions Actual fund yield Payments made Fund for Santander Vivienda Transfer to defined contribution plan Closing balance $ 2013 4,576 12 338 (432) $ 4,489 631 (86) (442) 1 (17) $ 4,576 (14) $ 4,480 As of December 31, 2014, the Institution had assets related to the defined benefit plan. Such assets were invested as follows: Amount Fixed incomeGovernment securities Other types of securities Variable income % $ 2,922 417 1,168 65% 9% 26% $ 4,507 100% Expected return $ 417 Actual return $ 336 88 As of December 31, 2014 and 2013, there is no fund created for severance payments at the end of the employment relationship for reasons other than restructuring. Changes in the present value of the defined benefits obligation: 2014 Present value of the defined benefits obligation as of January 1, 2014 and 2013 Labor cost of the current service Financial cost Benefits actual payment during the year Extinguished obligations Liabilities for Santander Vivienda Actuarial loss (gain) on the obligation Present value of the defined benefits obligation as of December 31, 2014 and 2013 $ 2013 6,580 143 564 (603) (26) $ 7,292 164 510 (569) (15) 18 (820) $ 6,580 350 $ 7,008 An increase of one percentage point in the trend rate of health care costs for each year would have resulted in an additional defined benefit obligation of $704 and $768 as of December 31, 2014 and 2013, respectively, as well as an increase in the net period cost for 2014 and 2013 of $126 and $135, respectively. A decrease of one percentage point in the trend rate of health care costs for each year would have resulted in a decrease in the defined benefit obligation of $574 and $621 as of December 31, 2014 and 2013, respectively, as well as a decrease in the net period cost for 2014 and 2013 of $104 and $108, respectively. 24. Statutory Profit Sharing The Institution determined its PTU basis by considering the basis used for income tax purposes, albeit without Section III of article 127 of the LFT. The deferred PTU amount recorded in the results at December 31, 2014 and 2013 under the heading of al 2013, the Institution has a liability of $213 and $209, respectively, for current PTU payable. At December 31, 2014 and 2013 deferred PTU is composed as follows: 2014 Deferred PTU asset: Undeducted allowance for loan losses Property, furniture, and equipment and deferred charges Accrued liabilities Unaccrued share tax losses Commissions and interest received in advance Foreclosed assets Surplus value from financial instruments Deferred PTU asset $ 2013 1,930 645 445 766 121 47 158 4,112 $ 1,795 653 333 765 112 34 94 3,786 Deferred PTU liability: Labor obligations Exchange rate related financial transactions Prepaid expenses Others Deferred PTU liability (12) (646) (51) (39) (748) (22) (107) (44) (18) (191) Less Valuation allowance (225) (329) Deferred PTU asset (net) $ 3,139 $ 3,266 89 25. Creditors from settlement of transactions As of December 31, 2014 and 2013, are as follows: 2014 Debt securities Indexed shares Foreign currency Option contracts 2013 $ 8,522 268 14,993 682 $ 12,693 275 15,421 297 $ 24,465 $ 28,686 26. Sundry creditors and other payables As of December 31, 2014 and 2013, sundry creditors and other payables were as follows: 2014 Investments in personnel pensions and seniority premiums Provision for labor obligations at retirement Net projected liability $ Provisions and other creditors Cashier checks and certificates Credit letters and drafts payable Value added tax payable Other obligations Creditor bank compensation (4,480) 5,048 568 2013 $ 14,592 1,015 1,075 809 189 3,785 $ 22,033 (4,576) 4,895 319 20,094 1,228 1,018 740 978 11,308 $ 35,685 The line item provision for sundry obligations includes reserves for tax, labor and legal contingencies established by the Institution at yearend. Target Related Stock Plan Management approved locally by the Audit Committee and Corporate Practices, and by the Board of Directors, and the General Meeting. The Plan consists of the free del which is conditioned upon the continued employment of the eligible officers in the Institution for the time established for the respective cycle and reaching targets related to a) the total return for the shareholder (RTA), according to the behavior of the share quotation of the Parent Company and b) the profit per share (BPA). The Plan consists of five cycles where a maximum number of shares representing the capital of the Parent Company were assigned from the year 2009 until 2014, subject to reaching the aforementioned targets. For the years ended December 31, 2014 and 2013, the Institution recognized a charge to earnings for this item in the amount of $10 and $36, respectively. Equity benefits plan On April 27, 2009, the Board of Directors of Banco Santander, S.A. (Spain) approved a supplementary Program to the Pension Plan (the Program), which will be part of the benefits included in the total compensation of the participating directors. This Program is exclusively for a reduced sector (designated by the Human Resources Department of Banco Santander, S.A. (Spain)) of 17 directors of the Institution. 90 The Program consists of the Institution contribution based on fixed remuneration (salary, yearend bonus and accumulated balance may be provided at the end of the employment relationship subject to the provisions of the Program. The first contribution to this Program was made during the year 2009. At the close of December 2014 and 2013, the Institution recorded in results an expense of $1 and $8, respectively. 27. Outstanding subordinated debentures Tier 2 Subordinated Notes On December 27, 2013, the Institution placed debt instruments denominated as Tier 2 Subordinated Notes for the amount of US$ 1,300 million, equal to 1,300,000 instruments with a nominal value of US$ 1,000 each for a 10-year period with the option of advance amortization in year five. The instruments were issued according to Rule 144A and Regulation S of the 1933 US Securities Act with a discount of US$ 10 million. Interest is paid semiannually every January 30 and July 30 of each year, beginning July 30, 2014. Principal will be paid at maturity of the instruments, earning an annual initial rate of 5.95%. The main characteristics of this issuance are as follows: - If advance payment is not made in year five, the respective interest rate applicable during the second five-year period will be based on the rate set for US five-year Treasury Notes at that time, plus the spread defined in the placement prospectus. - The instruments have a loss absorption mechanism based on a , which will be triggered when basic capitalization ratio levels (Tier 1) of 4.5% are reached. - A partial, proportional write-down until recovering a basic capitalization ratio (Tier 1) of 7%. - When a capitalization ratio of 8% is determined: Early warning activation- The deferral of principal or interest or other measures determined by the Commission. Cause of revocation - A possible write-down due to remediation default. - The possibility of advance payment based on the inability to treat the subordinated notes as supplementary capital (Tier 2) due to the non-deductibility of interest or increased tax to be withheld. 91 28. Income taxes According to the tax reforms discussed in Note 1, the main modifications affecting the Financial Group are indicated below: Main reforms to the Income Tax Law, Business Flat Tax Law, Cash Deposit Law and Value Added Tax Law a) Income Tax Income tax remains at the definitive 30% rate. The transitory provision established in the Income Tax Law whereby the 29% rate would be applicable in 2014 and the 28% rate would be applicable in 2015, was eliminated. An additional 10% Income Tax is payable on dividends when distributed to individuals and foreign residents. Income Tax is payable through a tax withholding and is a definitive payment which must be settled by the stockholder. In the case of foreigners, the terms of specific tax treaties can be applied. This tax will be applicable on profits distributed as of 2014. The deduction of payments to workers that are tax-exempt for the latter is limited to 47% or 53% if certain requirements are fulfilled. Likewise, the deduction of contributions to pension and retirement funds is also subject to these percentages. The worker fees paid by the employer are no longer 100% deductible. The special PTU calculation has been modified. The calculation basis is determined by subtracting authorized deductions from accruable income, albeit without including the PTU paid during the year or prior year tax losses. For PTU purposes, all payments made to workers and which are tax-exempt for them are considered as deductible. The reforms to the LISR which took effect on January 1, 2014, and replaced the deduction of increases to the global allowance for loan losses of banking institutions with the deduction of the write-offs approved by the CNBV for the credit portfolio generated as of 2014, could generate an effect when determining the effective tax rate of these institutions. The banking association is currently negotiating with the regulatory and tax authorities to establish a tax treatment to recognize the reality of the credit portfolio. However, given the nature of these negotiations, the date of their final outcome cannot be estimated. b) Business Flat Tax and Cash Deposits Tax c) Value Added Tax in the border zone. In 2014 and 2013, the ISR rate is 30%. The aforementioned tax reforms establish that the ISR rate will be 30% in 2014 and subsequent years. ISR is calculated considering certain effects of inflation, such as depreciation calculated according to values at constant prices. In addition, the effect of inflation on certain monetary assets and liabilities is accrued or deducted for the purpose of determining taxable income. Based on financial projections and the 2014 tax reforms, which repealed the Business Flat Tax (IETU), as already noted, the Institution will pay income tax (ISR), for which reason it recognizes only deferred ISR. 92 The ISR and IETU provision recorded in results is comprised as follows: 2014 Current expense: ISR $ IETU $ Deferred benefit: ISR 2013 2,133 - $ 1,208 $ 4,893 $ 4 $ (2,045) Reconciliation of the accounting-tax result- The principal items which affected the determination of the tax result of the Financial Group were the annual adjustment for inflation, the accounting-tax effect on the purchase and sale of shares, provisions, the result from market valuation, the difference between accounting and tax depreciation and amortization, and the deduction for bad debts taken by a subsidiary for which there is no recognized deferred tax asset. As a result of the LISR tax reforms, as of January 2014, there was a limitation in place on the deduction of payments to workers which are exempt revenues for them; the deduction for the contribution to the pension and retirement fund was restricted, and the Social Security fees paid by the employer were considered 100% nondeductible. Also, the deduction of increases made to the global allowance for loan losses of banks is substituted by the deduction of those write-offs approved by the Commission in relation to credit portfolio. Tax Loss Carryforwards - At December 31, 2014, the Institution has tax loss carryforwards for, which will be indexed until their year of application for the restated amount of: Applicable Tax Loss Maturity 2017 2020 2021 2022 2023 2024 $ 1 281 172 6 24 108 Total $ 592 Based on the acquisition of Santander Hipotecario from GE Capital México, the former has restated tax loss carryforwards of $1,940 that are considered as an account receivable from GE Capital México, which guaranteed their recovery. d employee statutory profit sharing (n comprised as follows: 2014 Deferred ISR Deferred PTU asset (net) (Note 23) 2013 $ 13,746 3,139 $ 14,898 3,266 $ 16,885 $ 18,164 93 Deferred ISR- As of December 31, 2014 and 2013, they are comprised as follows: 2014 Deferred ISR asset: Undeducted allowance for loan losses Property, furniture, and equipment and deferred charges Accrued liabilities Tax loss carry forwards (shares) Tax loss carry forwards (other) Impairment of financial instruments Labor obligations Commissions and interest received in advance Foreclosed assets Deferred ISR asset: $ Deferred ISR (liability): Labor obligations Exchange rate-related financial transactions Prepaid expenses Deferred PTU Others Deferred ISR (liability): 10,584 1,938 1,486 2,299 176 480 15 407 234 17,619 $ 10,920 1,964 1,221 2,296 154 289 433 189 17,466 (1,937) (205) (941) (116) (3,199) (65) (323) (159) (979) (56) (1,582) (674) (986) Less Created allowance Deferred income tax asset (net) 2013 $ 13,746 $ 14,898 Management records an allowance for the deferred income tax asset in order to recognize the deferred tax asset that they believe will be recovered, considering for such purposes the effects of the tax credit for nondeductible allowances for loan losses that is expected to reverse, based on the financial and tax projections prepared by management. The recovery of such asset is dependent on the economic and operating conditions as the corresponding account, depending on how the item underlying the anticipated deferred tax was recorded. The reconciliation of the legal ISR rate and the effective rate expressed as a percentage of profit before ISR is: 2014 2013 Legal tax rate 30% 30% Less - Effect of loan portfolio (3%) (13%) Effect of financial instruments (4%) (2%) Effects of tax inflation (4%) (3%) Non-deductible expenses and non-taxable income - 2% Effect for exchange rates - (1%) Legal tax rate 19% 13% 94 Tax reviews and issues: The following balances are in effect at December 31, 2014 and 2013: 2014 Net Tax Income Account Contributed Capital Account Net Reinvested Tax Income Account $ $ $ 2013 12,438 91,107 111 $ $ $ 11,213 80,560 107 29. As of December 31, 2014 and 2013, capital stock, at nominal value, was as follows: Number of shares 2014 Fixed capital Series "F" shares Series "B" shares Total 2013 2014 2013 67,792,912,762 13,062,491,041 67,792,912,762 13,062,491,041 $ 6,779 1,307 $ 6,779 1,307 80,855,403,803 80,855,403,803 $ 8,086 $ 8,086 At the Stockholders Annual Ordinary General Meeting of April 25, 2014, it was agreed that given the consolidated financial statements approved by the Assembly reported a net income in fiscal year 2013 in the amount of $18,936, the following applications were made: a) account . b) The net consolidated income for the year by its subsidiaries for the amount of $5,712 under the The Stockholders Ordinary General Meeting of November 27, 2014, resolved to pay a cash dividend of $3,473 E which was paid on December 29, 2014. by Grupo Financiero Santander, S.A.B. de C.V. or, directly or indirectly, by Banco Santander, S.A. (Spain), except when such shares are transferred in guarantee or in ownership to the Bank Savings Protection Institute. These shares can only be sold with the prior authorization of the Mexican Treasury Department. No authorization shall be required from such Agency and corporate bylaws will not have to be amended when the transfer of shares is either in guarantee or ownership, to the Bank Savings Protection Institute. Foreign corporations that exercise functions of authority may not participate under any circumstances in the capital of the Institution. National financial entities cannot do either, including those which form part of the Institution, except when they act as institutional investors, pursuant to article 19 of the Law on Financial Groups (LRAF). If dividends are distributed without incurring the applicable tax to the Institution, such tax must be paid when the dividend is distributed. Therefore, the Institution must keep track of profits subject to each rate. Capital reductions incur tax based on the amount by which the distributed amount exceeds its tax value determined according to the Income Tax Law. As of January 1, 2014 and according to the reforms of the Income Tax Law, dividends paid by Mexican companies to individuals and foreign residents are subject to the payment of an additional 10% ISR; however, tax treaties can be applied in the case of foreign residents. 95 The Institution, is subject to the statutory provision that requires that when less 10% of the net profits of each year, are separated and transferred to a capital reserve fund, until this is equal to the amount of the share capital paid. In the case of the Santander Consumo and the other subsidiaries, legal provision establishes the Constitution of a legal reserve of 5% of the net profit up to 20% of the amount of the share capital. This reserve is not susceptible to distribute to shareholders during the existence of the institution, except in the form of dividends in shares. 30. Share-based payments Performance share plan In July 2013, the Board of Directors of the Institution approved a compensation plan for senior executives which shall have the right to receive shares of the capital stock of the Financial Group once fulfilled certain conditions. This plan is paid annually during the first three years after the secondary public offering of 24.9% of the share capital carried out in the month of September 2013 by the Financial Group and is linked to the revaluation of the Financial Group action in the Mexican stock market during this period of time. According to this plan, eligible executives will obtain a cash incentive which must be irrevocably used to acquire the shares at an exercise price of $31.25 pesos per share (the incentive ). Each year, the incentive is linked to the attainment of two independent objectives. If these objectives are attained annually, a third part of the total incentive amount is granted to eligible executives. The attainment of each objective depends on the payment of 50% of the maximum annual incentive amount to eligible executives who remain as active officers of the Institution when each of the three plan payments is made: 1. Absolute revaluation of the Institution - Fifty percent of the incentive applicable to each tranche or third assigned to each eligible executive will be delivered if: a) the share revaluation at the annual assignment date is equal to or higher than 15%, while 25% of the incentive will be delivered in each tranche or third if b) the share revaluation at the annual assignment date is equal to or higher than 10%; c) if an intermediate revaluation objective of between 10% and 15% is attained, the resulting incentive amount is calculated based on a lineal interpolation. 2. Relative revaluation. - Fifty percent of the maximum incentive assigned to each eligible executive will be delivered if the evolution of the Institution's share value is at least equal to the behavior of the IPC during the period in question. According to NIF D-8, the fair value of granted plans is estimated from the date on which they are assigned according to the fair value of the capital instrument on the estimated exercise date, while considering the periods and conditions under which the capital instruments were granted. The projected fair value is determined by considering market value assignment conditions, because this condition must be attainable. However, performance conditions are not considered when projecting the fair value because they are only used for each period to recognize the number of instruments granted. In the case of a plan linked to the share price, the cost or expense must reflect the fair value of the shares projected at the assignment date. According to the number of eligible officers and the compensation plan specifications described above, the fair value is $173. During 2014 and 2013, the Institution recognized in the consolidated income statement under the heading for the amount of $133 for both years, for compensation of sharewithin the consolidated balance sheet. 96 During September 2014, as the Institution value growth objectives were attained, it made the second cash incentive payment of the plan for eligible executives. The incentive amount paid to eligible executives in 2014 was $115, equal to 3,687,589 shares at a price of the year of $31.25 per share. During September 2013, as the Institution value growth objectives were attained, it made the first cash incentive payment of the plan for eligible executives. The incentive amount paid to eligible executives in 2013 was $110, equal to 3,535,284 shares at a price of the year of $31.25 per share. Annual bonus for certain Institution officers The Institution established a policy of paying a deferred annual bonus, payable in cash and shares. This bonus was previously paid in the shares of the Parent Company. Similarly, a percentage of this bonus is paid at the start of the following year, while the remaining percentage will be paid in equal parts during the three subsequent years. This final portion will be subject to the attainment of certain objectives established in the policy. At December 31, 2014, the Institution recognized the amount of $117 for the annual bonus payable in the At December 31, 2013, the Institution recognized the amount of $93 for the annual bonus payable in the I 31. Preventive savings protection mechanism On January 19, 1999, the Bank Savings Protection Law was approved and IPAB was created to establish a bank savings protection system in favor of individuals that perform any of the guaranteed transactions, and to regulate financial support granted to full service banking institutions in order to protect the interests of depositors. rom the mandatory contributions paid by financial institutions, according to the risk to which they are exposed. Such contributions are calculated based on the capitalization level of each by its Board of Directors. These contributions must be equivalent to one-twelfth of four-thousandths of the monthly average of the daily balances of liabilities activities of the applicable month. For 2014 and 2013, the amount of the fund contributions payable by the Institution, as determined by the IPAB, were $1,887 and $1,342 respectively. 32. Contingencies As of December 31, 2014 and 2013, the Institution was the defendant in various legal proceedings and claims arising in the ordinary course of business. While this situation represents contingent liabilities, according to decision, they do not expect any significant effect on the consolidated financial statements. a. IPAB Indemnity: As of December 31, 2014 and 2013, Grupo Financiero Serfin (which was merged with Grupo Financiero Santander Mexicano, S.A., currently Grupo Financiero Santander México, S.A.B. de C.V.) was the defendant in various legal proceedings and claims arising in the ordinary course of business. While this situation represents contingent liabilities, according to management and its legal, tax and labor lawyers, in the event of an unfavorable final decision, they do not expect any significant adverse effect on the consolidated financial statements. This is because all or most of them are covered by the agreement to purchase shares of the capital stock of Grupo Financiero Serfin, S.A. and Subsidiaries (Grupo Financiero Serfin) entered into by the Institution and IPAB, as described below. 97 According to the purchase-sale contract executed for the shares of Grupo Financiero Serfin between the Institution and the IPAB, the latter must respond to the Institution for any amount resulting from any kind of administrative, legal or arbitration proceedings filed against Grupo Financiero Serfin and/or the Financial Entities of Grupo Financiero Serfin (Banca Serfin (merged with Banco Santander Mexicano and currently denominated Banco Santander (México)), Operadora de Bolsa Serfin (merged with Casa de Bolsa Santander Mexicano, currently denominated Casa de Bolsa Santander), Almacenadora Serfin (a company liquidated in October 2012), Factoraje Serfin (merged with Factoring Santander; after the merger, the new entity was denominated Factoring Santander Serfin, which subsequently merged with Banco Santander Mexicano and is currently denominated Banco Santander (México)), and Seguros Serfin (formerly Seguros Serfin Lincoln, the absorbing company of Seguros Santander Mexicano, subsequently denominated Seguros Santander and finally sold in July 2012, as detailed in Note 33), prior to the execution of the contract (May 23, 2000) and for a maximum three-year period as of that date, and which result in the issuance of a definitive sentence by the Mexican authorities or courts or foreign courts when involving a definitive sentence with a standardized counterpart in Mexican law, or a definitive arbitration ruling with a standardized counterpart in Mexican law. According to Clause 11 of the above agreement, IPAB is liable before the buyer and designated buyer, accordingly, for any amount of taxes assessed on Grupo Financiero Serfin and/or its financial entities by the Mexican tax authorities, including contributions to the Mexican Social Security Institute ( IMSS INFONAVIT ). This liability, however, will apply only to taxes, penalties, surcharges and tax restatements payable prior to the date of transfer of title to the shares of Grupo Financiero Serfin, or generated through that date, but paid on a later date. Also, IPAB is therefore liable before the buyer and designated buyer for any amount resulting from labor claims related to a final adverse court decision issued against Grupo Financiero Serfin and/or its financial entities, or derived from any agreement executed before the respective arbitration panels, provided that such claims were filed prior to the date of transfer of ownership of the shares of Grupo Financiero Serfin. The share purchase agreement also establishes that: a) the reserves established by Grupo Financiero Serfin and Banca Serfin for the respective amounts of $546 and $91 (nominal value), relative to legal and labor contingencies at the transfer date of the shares, as described in Exhibit G of the agreement, result of applying the CETES rate to the reserves and b) the fees and expenses incurred in connection with services rendered to defend these entities from any legal, labor, arbitration or administrative claim, will be borne by IPAB. If this agreement is not fulfilled, IPAB will be released from any obligation to cover the above-mentioned contingencies. If Grupo Financiero Serfin and/or its financial entities are required to transfer to IPAB any liabilities resulting in disputes due to administrative, legal or arbitration proceedings against Grupo Financiero Serfin and/or its financial entities, the Institution will have Grupo Financiero Serfin and/or its financial entities take all the necessary steps to transfer such liabilities to IPAB or to any legal vehicle or entity appointed by IPAB. Neither Grupo Financiero Serfin nor its financial entities recorded any contingency reserve, in addition to that recorded prior to their acquisition by the Institution, in connection with any item generated from transactions performed prior to the transfer date of the shares of Grupo Financiero Serfin to the Institution, since IPAB will take the measures mentioned in the preceding paragraphs if any contingency should arise. As of December 31, 2014 and 2013, the amount of the maximum contingencies related to the lawsuits that are covered by the IPAB, without considering those undetermined, is $167, for both years. 98 In the amendatory agreement executed for the share purchase-sale contract of September 30, 2010, it was agreed that the Institution could utilize the created reserve regardless of the nature of the contingency in question. Accordingly, the Institution will recover paid Value Added Tax and will not pay the 5% fee charged for the reimbursement procedure. Based on this agreement, in 2012, the reserve was used for the amounts of $26, for the remaining expenses incurred to handle legal issues. b. Fiduciary area: As of December 31, 2014, Management has recorded a provision of $140 (nominal value), to cover the contingency derived from the fiduciary area in which the Institution acts as trustee. Institution Management believes that there will be no additional contingencies that could materially affect the consolidated financial statements of the Institution. c. Legal contingencies: At December 31, 2014 and 2013, as a result of its business activities (without considering contingencies derived from hedges with the IPAB), the Institution has had certain claims and lawsuits representing contingent liabilities filed against it. Notwithstanding, management and its internal and external legal, tax and labor advisers do not expect such proceedings to have a material effect on the consolidated financial statements in the event of an unfavorable outcome. As of December 31, 2014 and 2013, the Institution has recorded contingency reserves for the amounts of $1,198 and $1,203, which, based on the opinion of its internal and external legal advisors, Management considers to be adequate. 33. Memorandum accounts Memorandum accounts do not form an integral part of the consolidated balance sheet; accordingly, the only memorandum accounts covered by the external audit are those used to record transactions which are directly related to consolidated balance sheet accounts, as follows: contingent assets and liabilities, credit commitments, collateral received, sold or given in guarantee, and uncollected accrued interest derived from the non-performing credit portfolio. Aside from the above memorandum accounts, the Institution also has the following: a. Assets in trust or mandate (unaudited) As of December 31, 2014 and 2013, the Institution administered the following trusts and mandates: 2014 TrustsAdministration Guarantee Investment $ 102,687 8,378 24,432 135,497 247 $ 104,771 7,367 24,281 136,419 274 $ 135,744 $ 136,693 Mandates Total assets in trust or mandate 2013 99 b. Assets in custody or under administration (unaudited)As of December 31, 2014 and 2013 the Institution has the following assets in custody and under administration: 2014 Bank securities Capital Market Collection documents Credit operations Government securities Furniture and property Obligations Other received guarantees Other securities Promissory notes, deposit certificates and exchange bills Total assets in custody or under administration $ 2013 92,146 790,094 1,869 245,569 1,202,750 263,668 91,631 46,050 105,141 $ 354,239 $ 3,193,157 77,437 769,490 1,575 241,829 1,169,694 364,701 93,617 444,061 228,680 311,254 $ 3,702,338 As of December 31, 2014 and 2013, the revenues generated by this type of assets were $350 and $363, respectively. c. Other record accounts (unaudited)As of December 31, 2014 and 2013, other record accounts have a balance of $656,652 and $508,968, respectively. 34. Other operating income As of December 31, 2014 and 2013 is as follows: 2014 Recovery of previously written-off loans Cancellation of liabilities and reserves Gain on property disposal Technical advisory services Interest on personnel loans Write-offs and bankruptcies Legal expenses and portfolio recovery costs Provision for legal and tax contingencies Allowance for losses on foreclosed assets Gain on foreclosed assets sale Gain on loan portfolio sale Others Total $ $ 2013 2,164 239 2 46 111 (654) (728) (212) (40) 478 (100) 145 $ 1,451 $ 2,155 292 5 143 122 (653) (507) (145) (38) 162 296 1,832 100 In compliance with the prudent regulations for comprehensive risk management applicable to credit institutions, issued by the National Banking and Securities Commission, the Board of Directors agreed to set up the Institution Comprehensive Risk Management Committee, based on the guidelines established in the aforementioned provisions. This Committee meets monthly and ensures that operations adhere to the objectives, policies and procedures approved by the Board of Directors for Comprehensive Risk Management. The Comprehensive Risk Management Committee delegates responsibility to the Comprehensive Risk Management Unit for implementing procedures to measure, manage and control risks according to established policies. Likewise, it also grants powers to the UAIR to enable it to authorize established limits to be exceeded, although the Board of Directors must be informed of these departures. Market Risk The Market Risk Management Department of the Comprehensive Risk Management Unit is responsible for recommending the market risk management policies to be implemented by the Institution, by establishing the parameters for measuring risks and delivering reports, analyses and evaluations to senior management, to the Comprehensive Risk Management Committee and to the Board of Directors. Market risk management consists of identifying, measuring, monitoring and controlling the risks derived from the fluctuations of interest and exchange rates, market prices and other risk factors in currency and money markets and related to derivative financial instruments to which the Institution's positions are exposed. The measurement of market risk quantifies the potential change in the value of the positions assumed as a result of changes in market risk factors. Depending on the type of activities performed by the business units, debt securities and share certificates are recorded as trading securities, securities available for sale and/or securities held to maturity. In particular, after the item of securities available for sale, what underlies and identifies them as such is their permanent status, and they are handled as a structural part of the consolidated balance sheets. The Institution has established guidelines which must be applied for securities available for sale, as well as adequate controls to ensure their compliance. When significant risks are identified, they are measured and assigned limits to ensure adequate control. The risk is measured from a global perspective through a combination of the methodology applied to trading portfolios and that applicable to the management of assets and liabilities. Trading Portfolios To measure risks using a global approach, the Value at Risk ( VaR ) method is followed, which is defined as the statistical estimate of the potential loss of value of a specific position at a specific period of time and with a specific level of confidence. The VaR is a universal measure of the exposure level of the various risk portfolios. It helps compare the risk level assumed among different instruments and markets, expressed in the exposure level of each portfolio through a unique figure in economic units. The VaR is calculated by historical simulation with a window of 521 business days (520 for percentage changes), and a one-day horizon. The calculation is made based on the series of losses and gains simulated by considering the 1% percentile using constant Mexican pesos and Mexican pesos decreasing exponentially with a decline factor that is reviewed annually, and the most conservative measurement is reported. The level of reliance is variable. A 99% level of reliance is assumed. The historical simulation model has the limitation of assuming that the recent past represents the immediate future. 102 The quarterly Value at Risk in 2014 (unaudited) was: *% of VaR related to Net Equity VaR thousands of Mexican pesos % Trading markets Market Making Proprietary Trading 51,607.04 36,912.27 19,670.89 0.05% 0.04% 0.02% Risk factor Interest rate Exchange rate Variable income 51,607.04 43,616.41 16,098.59 40,294.99 0.05% 0.05% 0.02% 0.04% The average quarterly Value at Risk in 2014 (unaudited) was: VaR thousands of % Mexican pesos Trading markets Market Making Proprietary Trading 58,829.03 37,263.65 32,637.97 0.06% 0.04% 0.03% Risk factor Interest rate Exchange rate Variable income 58,829.03 56,891.06 17,729.85 26,692.86 0.06% 0.06% 0.02% 0.03% Furthermore, monthly simulations are performed of portfolio losses or gains through evaluations under different scenarios (Stress Tests). These estimates are generated in two ways: By applying percentage changes observed in a given period of the history, which covers significant market turbulence, to the risk factors. By applying changes that depend on the volatility of each to the risk factors is performed to match daily losses and gains to determine whether the same positions have been maintained, while only comparing the change in value due to market movements with the value at risk calculation in order to calibrate utilized models. Although prepared monthly, these reports include all daily tests. Management of assets and liabilities consolidated balance sheet amounts. The Assets and Liabilities Committee ( ALCO ) is responsible for determining guidelines for managing risk for the financial margin, net worth and liquidity, which must be followed in the different commercial portfolios. Under this approach, Finance Senior Management is responsible for executing the strategies defined in the Assets and Liabilities Committee in order to modify the risk profile of the commercial balance sheet by following the policies established. Therefore, it is essential to adhere to information requirements for interest rate, exchange rate and liquidity risks. 103 As part of the financial Management performed by the Institution, the sensitivity of the financial margin ( NIM ) and net worth ( MVE ) of the different consolidated balance sheet headings is analyzed against interest rate variations. This sensitivity derives from the differences between the expiration and modification dates of interest rates generated in the different headings of assets and liabilities. The analysis is based on the classification of each heading sensitive to interest rates over time, depending on their dates of amortization, expiration or contractual amendment of the applicable interest rate. The following table shows metrics as a proportion of the established limit: Sensitivity 1% NIM Balance Mexican pesos GAP Balance US dollars GAP Sensitivity 1% MVE Oct-14 Nov-14 Dec-14 Average Oct-14 Nov-14 Dec-14 Average 92% 48% 78% 57% 82% 41% 84% 48% 64% 21% 65% 26% 67% 1% 66% 16% Simulation techniques are used to measure the foreseeable valuation of the financial margin and net worth value under different interest rate scenarios and the sensitivity of both elements in the event of an extreme movement at the December 31, 2014 close. Millions of Mexican pesos Sensitivity 1% NIM Sensitivity 1% MVE Non- Total Derivatives Non- Derivatives Total Derivatives Derivatives Balance Mexican pesos GAP Balance US dollars GAP 978 134 844 (2,350) 90 (57) 147 (3) 1,269 (3,618) (1,027) 1,024 The Assets and Liabilities Committee adopts investment and hedge strategies to keep these sensitivities within the objective range. Limits Limits are used to control the global risk for the Institution, based on each of their portfolios and books. The limits structure is applied to control exposures and establish the total risk applied to the business units. These limits are established for the VaR, loss alert, maximum loss, volume equivalent of type of interest, delta equivalent of variable income, foreign currency open positions, sensitivity of the financial margin and sensitivity of net worth. Liquidity risk Liquidity risk is ass reasonable market prices, and to carry out its business plans with stable financing sources. The influencing factors may be external ( liquidity crisis ) or internal due to excessive concentrations of expirations. The Institution carries out coordinated management of expirations of assets and liabilities, performing oversight of maximum profiles of time lags. This oversight is based on analysis of expirations of assets and liabilities, in relation to contracts and management. The Institution exercises control to maintain a sufficient amount of liquid assets to guarantee a survival horizon during a minimum number of days in the event of a liquidity stress scenario without resorting to additional financing sources. The Liquidity Risk is limited in terms of a minimum period of days established for local, foreign and consolidated currencies. 104 Liquidity Collateral Exposure The following table shows the liquidity collateral exposure of assets and liabilities with different maturities at December 31, 2014: Million of pesos Structural gap Non-derivatives Derivatives Total 1D 1S 1M 3M 6M 9M 1A 5A >5A 99,924 101,836 28,226 28,301 36,141 36,601 11,911 14,246 2,336 3,310 21,794 21,510 23,100 23,073 9,804 9,431 (87,387) (83,550) 53,998 48,914 284 27 373 (3,838) 5,085 (1,912) (75) (459) (2,335) (973) Credit Risk segments through the three phases of the credit process: admission, follow-up and recovery. From a global standpoint, the management of credit risk in the Institution covers the identification, measurement, composition and valuation of aggregated risk and the profitability adjusted to such risk, whose purpose is to oversee the levels of risk concentration and adjust them to established limits and objectives. The risks which receive individual treatment are identified and differentiated (risks with companies, financial institutions and entities) from those handled in standardized fashion (consumer and mortgage loans of private parties and loans to business and micro-companies). In the case of risks to which an individual treatment is applied, the Institution has a solvency classification or associated with each customer from the start of the respective transaction. The customer valuation obtained after analyzing the relevant risk factors in different areas is subsequently adjusted based on the specific characteristics of the transaction (guarantee, term, etc.). Standardized risks, given their special characteristics (a large number of transactions involving relatively small amounts) require different handling that ensures effective treatment and efficient allocation of resources, for which automatic decision-making tools are used (expert and credit scoring systems). The treatment of business loans is also complemented, in its follow-up stage, with the soclassified in such category. Several special oversight situations or degrees are distinguished, from which different actions may arise. The special oversight rating is reached either by alert signals, systematic reviews or special initiatives promoted by the Risk Division or Internal Audit. Recovery Units are a fundamental element in the management of irregular risks and are intended to minimize the final loss incurred by the Institution. These units perform specialized risk management activities based on the classification of a given risk as irregular (timely payment noncompliance). The Institution has implemented a policy of selective growth of the risk and strict actions in the treatment of late payments and its provisions, based on the prudent criteria defined by the Institution. Probability of Noncompliance and Expected Losses According to the Comprehensive Risk Management guidelines detailed in the General Provisions Applicable to Credit Institutions, as part of their credit risk management, credit institutions must calculate the default probability. The system allows the default probability to be estimated for different credit portfolios: a. calibration of the classifications of the customers into one or more specific moments, which are chosen based on the stability they reflect compared to the last known sample. 105 Subsequently a segmentation of ratings/scores is made on these classification samples. For each of the segments, the rate of arrears of the calibration samples is calculated and the average is determined, and is finally adjusted to the cycle using a historical period of 10 years. b. nternal models, are taken. For the calculation of the LGD, the recovery and expenses movements are used as of the time of entering default (more than 90 days in arrears) and these movements are discounted or added to the amount with which the credit began the recovery period, for which purpose data with a historical depth of seven years are used. The calculation of the EAD is made only for revolving products and data with a historical depth of seven years are used. For the estimate of the EAD the balances of the 12 months prior to the arrears are taken and compared against the balance of the credit at the time of entering default. After obtaining the above factors, the Expected Loss (PE) is calculated by using the following formula: Expected Loss = Noncompliance Probability x Loss Given Default x Exposure at the moment of Noncompliance That is: PE = PD * LGD * EAD Counterparty Risk The overall credit risk includes a concept whose peculiar nature requires specialized handling: Counterparty risk. Counterparty risk is that which the Institution assumes with government, government agencies, financial institutions, corporations, companies and individuals in its treasury and correspondent banking activities. Its measurement and control of credit risk in financial instruments, counterparty risk, is handled by a special unit whose organizational structure is independent of the business units. The control of counterparty risk is handled each day through the Kondor Global Risk (KGR) system, which ascertains the line of credit available with any counterparty, in any product and for any term. the amount that the Institution can lose on current transactions with a given counterparty, if the latter does not meet its commitments, at any time up to the date of maturity of the operations. The REC considers the Current Credit Exposure, defined as the cost of replacing the transaction at market value, provided that such value is positive for the Institution, and is measured as the market value of the transaction (MTM). Furthermore, the REC incorporates the Potential Credit Exposure or Additional Potential Risk (RPA), which represents the possible evolution of the current credit exposure up to expiration, based on the characteristics of the transaction and possible variations in market factors. The Gross REC considers the definitions described above, without considering mitigating factors like or collateral. Apart from the Counterparty Risk, there is the risk of settlement, which arises in any transaction at its expiration date, given the possibility that the counterparty will not comply with its obligations to pay the Institution, once the Institution has satisfied its obligations by issuing the respective payment instructions. Specifically, for the process control this risk, the Executive Director of Financial Risk daily monitors compliance with the limits credit risk by counterparty, by product, term and other conditions of the authorization for financial markets. It is also the area responsible for communicating daily, limits, consumption and any deviation or excessive incurred. 106 Furthermore, monthly reports are submitted to the Comprehensive Risk Management Committee and quarterly reports are sent to the Board of Directors regarding Counterparty Risk Limits, Issuer Risk Limits and current consumption, incurred excesses and transactions with unauthorized customers. Information is also provided regarding the calculation of the Expected Loss from current transactions performed on financial markets at each monthly close, together with different Expected Loss stress scenarios based on the methodology and assumptions are approved by the Comprehensive Risk Management Committee. The Institution has currently approved Counterparty Risk Lines for the following sectors: Mexican Sovereign Risk and Local Development Banking, Foreign Financial Institutions, Mexican Financial Institutions, Corporations, Company Banking-SGC, Institutional Banking, Large Enterprise Unit and Project Finance. The Net REC of counterparty risk lines in the issuer risk of the Institution at the close of the fourth quarter of 2014 is as follows: Segment Sovereign risk, development banks and financial institutions Corporate Company banking Equivalent Risk to Net Credit (Millions of US dollars) Nov-2014 Dec-2014 Oct-2014 23,039 1,518 174 23,169 1,180 141 Average 16,330 1,449 144 20,846 1,382 153 The Maximum Gross REC of the Institution quarter of 2014 and which is related to derivative transactions, is distributed in the following manner according to derivative type: Equivalent Risk to the Maximum Gross Credit (Millions of US dollars) Derivative Interest rate derivatives Exchange rate derivatives Share derivatives 13,627 24,778 513 Total 38,918 The loss expected at the close of the fourth quarter of 2014 and the average quarterly expected loss of counterparty risk lines and the issuer risk of the Institution of the fourth quarter of 2014 are detailed below: Segment Sovereign risk, development banks and financial institutions Corporate Companies Expected Loss Fourth Quarter 2014 (Millions of US dollars) Nov-2014 Dec-2014 Oct-2014 6 5 1 5 4 1 5 4 1 Average 5 4 1 The segments of Mexican financial institutions and foreign financial institutions are very active counterparties with which the Institution has current financial instruments positions with a counterparty credit risk. Please ments with counterparties, which result in the Net REC. 107 As regards the total collateral received for derivative transactions at the close of the fourth quarter of 2014: Cash collaterals Collateral in bonds issued by the Federal Government 57.76% 42.24% Operating Risk In terms of Operating Risk, the Institution has policies, procedures and methodologies to identify, control, mitigate, oversee and disclose Operating Risks. Different categories and business lines have been established to identify and measure operating risks, in which operating incidences are grouped in accordance with the methodology applied. This methodology begins with the identification and documentation of processes, based on self-evaluation tools, and considers the development of historical databases and indicators of Operating Risk, for the purposes of the respective control, mitigation and disclosure. Legal Risk Legal risk is defined as the potential loss from noncompliance with applicable legal and administrative provisions, the issuance of adverse administrative and court rulings and the application of penalties in relation to the transactions performed by the Institution. The following activities are performed in compliance with Comprehensive Risk Management guidelines: a) Establishment of policies and procedures to analyze legal validity and ensure the proper instrumentation of the legal acts performed, b) Estimate the amount of potential losses derived from unfavorable legal or administrative rulings and the possible application of penalties, c) Analyze legal acts governed by a legal system outside México, d) Publication among managerial personnel and employees of legal and administrative provisions applicable to transactions, and e) Performance, at least annually, of internal legal audits. Technological Risk Technological risk is defined as the potential loss from damages, interruption, alteration or failures derived from the use of or dependence on hardware, software, systems, applications, networks and any other information distribution channel used in the provision of bank services with the customers of the Institution. The Institution has realized a model to deal with Technological Risk, which is currently integrated into the service and support processes of the systems areas, in order to identify, oversee, control and report on the Systems Technology Risks to which the operation is exposed, and is intended to prioritize the establishment of control measures that will reduce the probability of risks becoming reality. Risk diversification In accordance with the general risk diversification provisions applicable to credit institutions in the performance of debit and credit transactions, published in the Federal Official Gazette on April 30, 2003, the Bank reports that the following credit risk transactions are maintained at December 31, 2014: At December 31, 2013, no financing has been granted to debtors or groups of individuals representing immediately preceding the reporting date). The Asset and Liability operations granted to the three largest debtors or groups of persons which represent common risk for the aggregate amount of $34,430, representing 44.89% of the basic capital of the Financial Group. 108 Amortization levels and processes Pursuant to internal regulations, all products and services marketed by the Institution are approved by the Local Committee of New Products (CLNP) and the Global Committee of New Products (CGNP). Products or services whose original authorization is amended or increased require the approval of the CLNP and, depending on their significance, of the CGNP as well. All of the areas involved in the operation of the product or service, depending on their nature, as well as those responsible for their accounting, legal documentation, tax treatment, risk assessment, participate in the Committee. The authorizations of the Committees must be unanimous as there are no authorizations granted by a majority of members. In addition to of local authorities; therefore, the approvals of the Committees are conditional upon the authorization required by competent authorities, as applicable. Apart from the approval of the Commercialization Committee, there are products which require authorization from local authorities; consequently, the approvals of the Commercialization Committee are conditional upon obtaining any authorizations required from the competent authorities in each case. Finally, all approvals are presented to the Comprehensive Risk Management Committee (CAIR) for authorization. Independent reviews The Institution is subject to the supervision and oversight of the Commission, Central Bank and Bank of Spain, which are exercised through follow-up processes, inspection visits, information and documentation requirements and submission of reports. Likewise, periodic reviews are performed by Internal and External Auditors. Generic description of valuation techniques Derivative financial instruments are valued at their fair value according to the accounting standards detailed in the Sole Circular for Credit Institutions issued by the Commission through Accounting Criterion B-5, Derivative Financial Instruments and Hedge Transactions. A. Valuation methodology i. For trading purposes a. Organized markets The valuation is made using the closing price of the respective market and the prices are provided by a price supplier. b. Over the Counter markets (OTC) i) Derivative financial instruments with optionality In most cases, a generalized form of the Black and Scholes model is used, which assumes that the underlying asset follows a lognormal distribution. For exotic products or when the payment depends on the trajectory of a market variable, Monte Carlo simulations are used for valuation purposes. In this case, the assumption is that the logarithms of the variables involved follow a multivariate normal distribution. ii) Derivative financial instruments without optionality The valuation technique is to obtain the present value of future estimated flows. In all cases, the Institution values its positions and records the value obtained. However, in certain cases a different calculation agent is established, which could be the same counterparty or a third party. 109 ii. For hedging purposes In its commercial banking activity, the Institution has attempted to cover the evolution of the financial margin of its structural portfolios exposed to adverse shifts in interest rates. The Assets and Liabilities Committee (ALCO) the body responsible for managing long-term assets and liabilities, has been building the portfolio with which the Institution obtains such coverage. A transaction is classified as an accounting hedge when the following conditions are met: a. The hedging relationship is designated and documented at the beginning in an individual file, setting its objective and strategy. b. The hedge is effective for purposes of offsetting variances in fair value or cash flows attributable to the hedged risk, consistently with the initially documented risk management. The management of the Institution performs derivative transactions for hedging purposes with swaps and exchange rate swaps (IRS and CCS) and forwards. Derivatives for hedging purposes are valued at market value and the effect is recognized in accordance with the type of accounting hedge, as follows: a. For fair value hedges, the hedged risk of the primary position and the derivative hedging instrument are valued at market, recording the net effect in earnings. b. For cash flow hedges, the derivative hedging instrument is valued at market. The effective ineffective portion is recorded in earnings. The Institution suspends hedge accounting when the derivative has matured, has been sold, cancelled or exercised, when it does not reach a sufficiently high effectiveness level to offset the changes in the fair value or cash flows of the hedged item, or when the hedging designation is cancelled. It must be shown that the hedge effectively complies with the objective for which the derivatives were contracted. This effectiveness requirement assumes that the hedge must comply with a maximum deviation range of 80% to 125% in regard to the initial objective. The effectiveness of the hedges must be proven by applying two tests: a. Prospective test: shows that in the future the hedge will remain within the maximum range. b. Retrospective test: reviews whether the hedge has remained within the maximum range from its establishment to date. At December 31, 2014, fair value and cash flow hedges are prospectively and retrospectively efficient and are located within the maximum permitted departure range. B. Reference variables The most relevant reference variables are: Exchange rates Interest rates Shares Baskets and share indexes. C. Valuation frequency Derivative financial instruments for trading purposes are valued daily. 110 Management of internal and external liquidity sources that may be used for requirements related to derivatives financial instruments Resources are obtained through the Domestic and International Treasury areas Changes in the exposure to identified risks, contingencies, and known or expected events of derivative financial instruments As of December 31, 2014, the Institution does not have any situations or contingencies, such as changes in the value of the underlying assets or reference values, which may mean that the use of the derivatives may differ from their original use, significantly modify their scheme or imply a full or partial loss of coverage that may require the Issuer to assume new obligations, commitments, or cash flow variances that affect its liquidity (for margin calls); or contingencies or events that are known or expected by management of the Institution, which may affect future reports. During 2014, the number of matured derivative financial instruments and closed positions was as follows (unaudited): Description Caps and Floors Equity Forward OTC Equity OTC Fx Swaptions Fx Forward IRS CCS Maturity Closed Positions 1,616 51 3,192 4,547 352 4,808 7,521 489 213 73 806 1,554 107 822 3,543 333 During 2013, the number of matured derivative financial instruments and closed positions was as follows (unaudited): Description Caps and Floors Equity Forward OTC Equity OTC Fx Swaptions Fx Forward IRS CCS Bono Forward Maturity 1,804 49 2,976 2,191 143 3,733 7,309 222 2 Closed Positions 22 38 70 512 31 488 3,812 19 - The number of margin calls made during 2014 and 2013was that necessary to cover both contributions in organized markets and those required in collateral agreements. During 2014 and 2013, there were no counterparty defaults, except for the case of two leading real estate sector companies and another entity engaged in the financing of wind power developments. Sensitivity analysis - Risk identification The market risks sensitivity measurements associated with securities and derivative financial instruments measure the variation (sensitivity) in the market value of the financial instrument in question with regard to the variations of each of the related risk factors. The sensitivity of the value of the financial instruments as regards the modification of market factors is obtained by completely revaluing the instrument. 111 The sensitivities determined according to each risk factor and the historical consumption associated with the trading portfolio are detailed below: The management strategy employed by the Institution is composed by positions based on securities and derivative financial instruments. The latter are primarily contracted to mitigate the risk generated by the former. Accordingly, sensitivity or exposure measurements consider both instrument types taken as a whole. 1. Sensitivity to Equity (EQ Delta) risk factors The EQ delta indicates the change in portfolio value in relation to the changing prices of assets with variable returns. In the case of derivative financial instruments, the calculated EQ delta considers a relative variation of 1% in the prices of variable assets with variable returns. In the case of securities with variable returns, the calculated EQ delta considers a relative variation of 1% in the security market price. 2. Sensitivity to Foreign Exchange (FX Delta) risk factors The FX delta indicates the change in value of the portfolio with regard to changing exchange rate asset prices. In the case of derivative financial instruments, the calculated FX delta considers a relative variation of 1% in the prices of underlying exchange rate assets. In the case of currency positions, it considers a relative variation of 1% in the respective exchange rate. 3. Sensitivity to Volatility (VEGA) risk factors The Vega sensitivity is the measurement derived from changes in the volatility of the underlying asset (reference asset). The Vega risk represents the risk of a change in the volatility of the underlying asset, which results in a change in the market value of the derivative financial instrument. The calculated Vega activity considers an absolute variation of 1% in the volatility associated with the value of the underlying asset. 4. Sensitivity to Interest Rate (Rho) risk factors The sensitivity quantified the variation in the value of the financial instruments contained in the trading portfolio given a parallel increase of one basis point of interest rate curves. related to the trading portfolio position: Mexican pesos Other currencies (Millions of Mexican pesos) (0.92) (2.30) EQ FX IR 10.06 0.28 (5.34) EQ FX 7.96 (0.26) Total rate sensitivity Sensitivity to 1 basis point Vega per risk factor Total Delta per risk factor (EQ and FX) Total It is considered that the above sensitivity tables reflect the prudential management of the . 112 ii. Stress Test of derivative financial instruments The different stress test scenarios are presented below and consider the different hypothetical scenarios calculated for the Institution's trading portfolio. Probable Scenario: This scenario was defined based on the movement of a standard deviation of the risk factors which affect the valuation of instruments which have maintained the trading portfolio in each period. More specifically: o o Possible Scenario: In this scenario the risk factors move by 25%. o o The risk factors IR, FX, VOL are multiplied by 1.25, i.e., they increase by 25%. The EQ risk factors are multiplied by 0.75, i.e., they decrease by 25%. Remote Scenario: In this scenario the risk factors move by 50%. o o iii. The risk factors of interest rate (IR), volatilities (VOL) and Exchange rate (FX) increased by a standard deviation, and The stock market (EQ) risk factors decreased by a standard deviation. The risk factors IR, FX, VOL are multiplied by 1.50, i.e., they increase by 50%. The EQ risk factors are multiplied by 0.5, i.e., they decrease by 50%. Impact on earnings The results for such scenarios are as follows, showing the impact in earnings if they took place: Summary of the Stress Test analysis Stress Test (all factors) Risk Profile Probable Scenario Remote Scenario Possible Scenario 38. $ (10) (346) (26) Capitalization ratio As of December 31, 2014, the Institution in accordance with the capitalization requirements applicable to full service banks in effect, the Institution presents the following capitalization ratio, which exceeds the minimum level required by the authorities: Transactions referenced to: Nominal rate in Mexican pesos Nominal rate in Mexican pesos (surtax) Actual rate in Mexican pesos (UDI, INPC and SMG) Nominal rate in foreign currency Positions in UDI, INPC and SMG Currency position Stock portfolio Total market risk Assets at Risk Equivalent Positions Capital Requirement $ $ Counterparty with derivatives and repurchase agreements Issuer positions debt instruments Borrowers in credit transactions Guarantors, credit lines and securitizations Issuers of actual warranties and received personal warranties Total credit risk Total operating risk Total risk $ 81,795 9,859 15,919 14,774 102 4,322 1,559 128,330 6,544 789 1,273 1,182 8 346 125 10,267 36,956 14,444 207,057 19,032 129,376 406,865 2,956 1,156 16,565 1,522 10,350 32,549 61,790 4,943 596,985 $ 47,759 113 Capitalization calculation: Required Basic Capital Actual Basic Capital Capital Overage 7.00% 12.85% 5.85% $ 41,789 76,697 34,908 Required Basic Capital Actual Basic Capital Capital Overage 8.50% 12.85% 4.35% 50,744 76,697 25,953 Required Basic Capital Actual Basic Capital Capital Overage 10.50% 16.17% 5.67% 62,683 96,517 33,834 For further detail see (Annex 1-O), Complementary information to the fourth quarter of 2014, pursuant to the obligation to disclose the Capitalization Ratio, which can be found on the website www.santander.com.mx/informacioninversionistas. 39. Ratings As of December 31 2014, the Institution maintains the following classifications Fitch Ratings 40. Global levelForeign currency: Long-term Short-term A3 P-2 BBB+ F2 Mexican pesos: Long-term Short-term A3 P-2 BBB+ F2 National level Long-term Short-term Aaa.mx Mx-1 AAA(mex) F1+(mex) Contract credit profile (SACP) Rate of viability (VR) Support Financial strength Issuer Default Rating Outlook Cbaa1 Steady bbb+ 2 Steady New accounting principles Modifications in accounting criteria issued by the Commission On May 19, 2014 several amendments to the accounting criteria for credit institutions were published in the Federal Official Gazette. These modifications reflect the constant updating of the accounting criteria issued by the Commission, and are also intended to achieve consistency with international accounting regulations. The most important changes are described below: a. Accounting Criterion C-5, Consolidation of special-purpose entities, is eliminated. b. NIF C-21, Agreements with joint control, is added as part of the accounting criteria of the Commission due to the enactment of such standard by the CINIF. 114 c. For the consolidated financial statements, it is established that those specialcreated before January 1, 2009 in which control was maintained, will not be required to apply the provisions contained in NIF B-8, Consolidated or combined financial, in relation to their consolidation. d. It is established that overdrafts on checking accounts of customers who do not have a credit line for such purposes, will be classified as overdue debts and at the same time as such classification an estimate must be established for the total amount of such overdraft at the time this occurs. e. It is established that if the balance of foreign currencies to be received offset with foreign currencies to f. It is established that if any item of restricted funds available should reach a negative balance, such item were not considered for such presentation. g. Credit consolidation The integration into a single loan, two or more loans from the same entity to the same borrower. h . The assumptions to consider that there is sustained payment of the credit are specified for credits with a single payment of principal at maturity: i. It is clarified that the advance payments of restructured or renewed credits, different from those with a single payment of principal at maturity, regardless of whether the interest is paid periodically or at maturity, are not considered as sustained payments. j. The extension of the credit term is incorporated as a restructuring operation. k. It is established that commissions and charges different from those collected for granting the credit will be recognized in results of the year on the date that they are accrued and, if part or all of the consideration received for the collection of the respective commission or tariff is received in advance of the accrual of the respective income, such advance must be recognized as a liability under the l. It is established that the immediately due and payable notes referred to in Accounting Criterion B-1, Funds Available, will be reported as overdue portfolio when they were not collected within the deadlines established. m. It is established that payments which were not fully settled under the terms originally agreed and present 90 or more days in arrears, of credits granted to individuals for remodeling or improvement of subaccount, will be considered as overdue portfolio. n. o. The transfer to overdue portfolio of the credits referred to in the preceding point will be subject to the exceptional term of 180 or more days in arrears as of the date on which: i. The credit resources are applied to the purpose for which they were granted, or ii. The borrower begins a new employment relationship for which he has a new employer. It will be considered that credits different from those with a single payment of principal at maturity or different from those granted under a line of credit which are restructured or renewed, without at least 80% of the original term of the credit having elapsed, remain valid, only when: i. The borrower has paid the total amount of the interest accrued at the date of the renewal or restructuring; 115 ii. iii. The borrower has paid the principal of the original amount of the credit which should have been paid at the date of the renewal or restructuring, and There was no extension of any grace period which might have been established in the original conditions of the credit. p. Current credits with partial periodic payments of principal and interest which are restructured or renewed on more than one occasion, may remain in the current portfolio if, apart from having elements to justify the payment capacity of the debtor, the borrower also fulfills the conditions established in the preceding point. q. If different credits granted by the same institution to the same borrower are consolidated by means of restructuring or renewal, each of the consolidated credits must be analyzed as if they were restructured or renewed separately and, if as a result of such analysis it is concluded that one or more of such credits would have been transferred to overdue portfolio as a result of such restructuring or renewal, then the total balance of the consolidated credit must be transferred to overdue portfolio. r. With regard to the issue of disclosures for the credit portfolio, new requirements are incorporated, as follows: i. ii. iii. iv. s. Composition of the restricted and unrestricted current and overdue portfolio for medium and residential portfolio, low-income housing and remodeling or improvement guaranteed by the housing subaccount. Identification by type of credit by term for the medium and residential portfolio, low-income housing portfolio and remodeling or improvement guaranteed by the housing subaccount. Total amount of home loans backed by the housing subaccount, itemized into current and overdue portfolio and specifying the percentage it represents of total home loans. Total accrued amount of the restructuring or renewal by type of credit, differentiating those originated in the year by now including a detail of those consolidated credits which as a result of a restructuring or renewal were transferred to overdue portfolio, and for restructured credits to which the criteria for transfer to overdue portfolio were not applied. The treatment is added for securitization vehicles made and recognized prior to January 1, 2009, by establishing that it will not be necessary to reevaluate the transfer of financial assets recognized prior to such date. The principal effects that this exception might have on the financial statements must be disclosed, as well as the effects of the recognition of the adjustments for valuation of the benefits and of the asset or liability recognized for administration of transferred financial assets. t. Criterion C-3, Related Parties. u. Related parties now include individuals or business entities which directly or indirectly, through one or more intermediaries, exert significant influence over the entity, are significantly influenced by the entity, or agreements with common control in which it participates are under significant common influence of the entity. v. As an amendment to Accounting Criterion C-4, Information by Segments, the purchase and sale of foreign currency is incorporated within the segment of treasury and investment banking operations. NIFs issued by the CINIF applicable to the Institution 116 During 2014 the CINIF issued the following NIFs: Improvements to NIF 2015 The following improvements, which result in accounting changes were issued and are effective January 1, 2015: NIF B-8, Consolidated or Combined Financial Statements Clarifies the criteria to be evaluated in order to identify an investment entity and indicates that given the nature of the primary activity of an investment entity, it may be difficult for such an entity to exercise control over the entities in which it has invested; therefore, an analysis should be carried out in order to conclude whether the entity exercises control over its investees. NIF B-16, Financial Statements of Nonprofit Entities NIF B-16 did not establish how to present other comprehensive income or loss ( OCI ) in the financial statements of nonprofit entities, for which reason the NIF includes guidance for such entities, but does not require that such amounts be presented separately from other revenues, costs and expenses in the statement of activities. Bulletin C-9, Liabilities, Provisions, Contingent Assets and Liabilities and Commitments Clarifies and modifies the accounting treatment for liabilities arising from customer advances denominated in foreign currency. When an entity receives advance collections for sales or services denominated in foreign currency, the changes in exchange rates between the functional currency and the transaction currency do not affect the amount of the advance collection. Accordingly, the balance of the Customer advances liability should not be modified as a result of such changes in exchange rates. NIF B-13, Events Subsequent to the Date of the Financial Statements and Bulletin C-9, Liabilities, Provisions, Contingent Assets and Liabilities and Commitments NIF B-13 includes in a footnote the disclosures in the financial statements of an entity when the latter are not prepared on a going concern basis in accordance with NIF A-7, Presentation and Disclosure. Such requirement was included as part of the regulatory text in the disclosure standards section of NIF B-13, and as part of Bulletin C-9 to disclose the contingencies arising from the fact that the entity is not operating on a going concern basis. Consequently, Circular 57, Sufficient Disclosure, is repealed as a result of the Commercial Bankruptcy Law. NIF B-15, Conversion of Foreign Currencies The definition of foreign operations was modified to clarify that it should not only be understood as a legal entity or as a cash generating unit whose operations are based on or carried out in an economic environment or currency different from those of the reporting entity, but also to include legal entities or cash generating units which, in relation to the reporting entity (parent or holding company), that operate using a currency different from that of the reporting entity, even though it operates in the same country. a. Effective as of January 1, 2016: NIF D-3, Employee Benefits b. Effective as of January 1, 2018: NIF C-3, Accounts Receivable NIF C-20, Financial Instruments Receivable NIF C-9, Provisions, Contingencies and Commitments NIF C-19, Financial Instruments Payable At the date of issuance of these consolidated financial statements, the Institution has not completed its evaluation of the potential effects of adopting these new standards on its financial information. 117