Form 6-K Banco Santander Mexico For: Oct 31

October 31, 2018 8:12 AM EDT

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October, 2018

 


 

Commission File Number: 000-55899

 

BANCO SANTANDER MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO 

(Exact Name of Registrant as Specified in Its Charter)

 

Avenida Prolongación Paseo de la Reforma 500 

Colonia Lomas de Santa Fe 

Delegación Álvaro Obregón 

01219, Ciudad de México 

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F

  Form 40-F  
 

 Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes
 
 
  No

 Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes  
 
  No

 
 
 

BANCO SANTANDER MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO

 

TABLE OF CONTENTS

 

ITEM  
1.

Third quarter 2018 earnings release of Banco Santander México, S.A., Institución De Banca Múltiple, Grupo Financiero Santander México

 

2.

Third quarter 2018 earnings presenation of Banco Santander México, S.A., Institución De Banca Múltiple, Grupo Financiero Santander México

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

BANCO SANTANDER MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO

 

    By: /s/ Hector Chávez Lopez
      Name: Hector Chávez Lopez
      Title: Executive Director of Investor Relations

 

Date: October 31, 2018

 

 

 

 

 

Item 1

 

 

 1

 

 

 

 

TABLE OF CONTENTS

 

I.CEO Message / Key Highlights for the Quarter

 

II.Summary of 3Q18 Consolidated Results

 

III.Analysis of 3Q18 Consolidated Results

 

IV.Relevant Events & Relevant Activities and Transactions

 

V.Awards & Recognitions

 

VI.Sustainability and Social Responsibility

 

VII.Credit Ratings

 

VIII.3Q18 Earnings Call Dial-In Information

 

IX.Analysts Coverage

 

X.Definition of Ratios

 

XI.Consolidated Financial Statements

 

XII.Notes to Consolidated Financial Statements

 

XIII.Events after the reporting period - Pro forma Financial Statements

 

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Banco Santander México Reports Third Quarter 2018 Net Income of Ps.5,096 Million

 

- Continued focus on profitable growth and execution of investment plan

 

-Strategy based on customer attraction, digitalization, transformation of distribution network and investment in infrastructure

 

- Net income growth mainly driven by net interest income, fees and lower provisions

 

- Strong loan growth across most segments

 

- Deposits continue to perform well, particularly retail and SME deposits

 

- Maintaining focus on asset quality

 

Mexico City – October 31st, 2018, Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, as succesor of Grupo Financiero Santander México, S.A.B de C.V. (NYSE: BSMX; BMV: BSMX before SANMEX), (“Banco Santander México” or the “Bank”), today announced financial results for the three-month and nine-month periods ending September 30th, 2018.

 

Banco Santander México reported net income for 3Q18 of Ps.5,096 million, representing a YoY increase of 25.0% and a QoQ decrease of 1.5%.

 

HIGHLIGHTS                        
Results (Million pesos)   3Q18 2Q18 3Q17   % QoQ % YoY   9M18 9M17   % YoY
Net interest income   15,795 14,795 14,242   6.8 10.9   45,205 41,168   9.8
Fee and commission, net   4,271 4,262 3,934   0.2 8.6   12,602 11,700   7.7
Core revenues   20,066 19,057 18,176   5.3 10.4   57,807 52,868   9.3
Provisions for loan losses   5,463 4,667 5,603   17.1 (2.5)   15,076 15,978   (5.6)
Administrative and promotional expenses   9,003 8,845 7,898   1.8 14.0   26,066 23,029   13.2
Net income   5,096 5,171 4,078   (1.5) 25.0   14,994 13,164   13.9
Net income per share1 / 3   0.75 0.76 0.05   (1.3)   2.21 0.16  
                         
Balance Sheet Data (Million pesos)   Sep-18 Jun-18 Sep-17   % QoQ % YoY   Sep-18 Sep-17   % YoY
Total assets   1,375,294 1,378,611 1,235,081   (0.2) 11.4   1,375,294 1,235,081   11.4
Total loans   680,120 652,251 613,262   4.3 10.9   680,120 613,262   10.9
Deposits   680,143 698,118 626,641   (2.6) 8.5   680,143 626,641   8.5
Shareholders´ equity   127,385 122,520 117,346   4.0 8.6   127,385 117,346   8.6
                         
Key Ratios (%)   3Q18 2Q18 3Q17   bps QoQ bps YoY   9M18 9M17   bps YoY
Net interest margin   5.66 5.27 5.79   39 (13)   5.48 5.44   4
Net loans to deposits ratio   97.00 90.56 94.60   644 240   97.00 94.60   240
ROAE   16.74 17.33 14.52   (59) 222   16.41 15.63   78
ROAA   1.51 1.53 1.25   (2) 26   1.48 1.35   13
Efficiency ratio   42.78 43.46 42.18   (68) 60   43.04 41.23   181
Capital ratio   16.02 15.52 16.19   50 (17)   16.02 16.19   (17)
NPLs ratio   2.35 2.46 2.26   (11) 9   2.35 2.26   9
Cost of Risk   3.37 2.94 3.72   43 (35)   3.10 3.54   (44)
Coverage ratio   127.60 124.79 147.41   281 (1,981)   127.60 147.41   (1,981)
                         
Operating Data   Sep-18 Jun-18 Sep-17   % QoQ % YoY   Sep-18 Sep-17   % YoY
Branches   1,218 1,220 1,224   (0.2) (0.5)   1,218 1,224   (0.5)
Branches and offices2   1,385 1,376 1,375   0.7 0.7   1,385 1,375   0.7
ATMs   8,003 7,778 7,193   2.9 11.3   8,003 7,193   11.3
Customers   16,480,106 16,231,111 15,016,778   1.5 9.7   16,480,106 15,016,778   9.7
Employees3   18,629 18,268 14,929   2.0 24.8   18,629 14,929   24.8
Employees - Group   18,629 18,268 17,528   2.0 6.3   18,629 17,528   6.3
                         
1) Accumulated EPS, net of treasury shares (compensation plan) and discontinued operations. Calculated by using weighted number of shares.
2) Includes cash desks (espacios select, box select and corner select) and SMEs business centers. Excluding brokerage house offices.
3) 2017 information refers to Banco Santander México before corporate reorganization. As of 1Q18, all employees from the rest of subsidiaries are already registered at the bank.

 

 

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Héctor Grisi, Banco Santander México’s Executive President and CEO, commented: Another quarter of strong performance across the bank again demonstrated the effectiveness of our growth strategy, which has allowed us to attract and retain more retail customers, enhance our product and service offering, and improve our infrastructure and processes.

 

We delivered robust net income growth, up 25% year-on-year, with ROAE rising to 16.7% for the quarter, driven by strong core earnings growth. This was achieved despite higher costs related to our operational transformation and the implementation of our digitalization strategy to become a more customer centric bank.

 

Loan portfolio growth remained strong, increasing 11% year-on-year, while we maintained healthy asset quality levels. By leveraging our strong position in commercial banking to attract payroll accounts, we continued to drive growth in high-margin SME, Middle-market and payroll loans. Deposits expanded 9% compared to 3Q17, with individual deposits increasing 16%, reflecting our strategy to attract and retain more retail deposits.

 

Our loyalty, digitalization and mobile initiatives are improving the customer experience as well as the quality of our retail customer base. We have made more progress on this front, with the number of loyal customers growing nearly 23% year-on-year, while digital and mobile customers increased 32% and 53%, respectively.

 

Also noteworthy during the quarter was our recent issuance of US$1.3 billion in Tier 2 subordinated preferred capital notes. Simultaneously, we issued a cash tender offer for our outstanding Tier 2 subordinated preferred capital notes due 2024. This was the first cash tender offer of subordinated preferred capital notes in the Mexican market and the first issuance from a Mexican issuer in international markets after the presidential election.

 

We remain fully focused on executing our various strategic initiatives and I look forward to updating you again on our progress toward becoming a more customer-centric, efficient and profitable bank.”

 

 

 4

 

 

 

SUMMARY OF THIRD QUARTER 2018 CONSOLIDATED RESULTS

 

Loan portfolio

 

Banco Santander México’s total loan portfolio, as of 3Q18, increased YoY by 10.9%, or Ps.66,858 million, to Ps.680,120 million, and 4.3%, or Ps.27,869 million, on a sequential basis.

 

In 3Q18, Banco Santander México saw strong growth in total loans. During the quarter, the Bank maintained its focus on high-margin loans, reflecting Banco Santaner México´s emphasis on profitability. Growth was also achieved by selectively offering low-margin loans, particulary corporate and government loans, and as a result of continued improved performance in mortgages.

 

 

Deposits

 

Deposits, which represent 84.6% of Banco Santander México’s total funding[1], increased 8.5% YoY in 3Q18 and decreased 2.6% sequentially. In turn, demand deposits increased YoY by 4.1% and time deposits by 18.4% YoY, the latter, driven by the higher interest rate environment. The Bank continues to benefit from strong deposit growth of individuals and SMEs, which grew YoY by 16.3% and 15.9%, respectively.

 

The loans to deposits ratio stood at 97.00% in 3Q18, which compares with 94.60% in 3Q17 and 90.56% in 2Q18, providing Banco Santander México with a comfortable funding position to leverage future growth opportunities.

 

The contribution of individual deposits to total deposits continue to increase. In 3Q18, individual demand deposits represented 27.8% of total demand deposits compared with 25.5% in 3Q17 and 27.1% in 2Q18. Also during this quarter, individual time deposits represented 31.8% of total time deposits compared with 31.0% in 3Q17 and 31.3% in 2Q18.

 

 

1 Total funding includes: deposits, credit instruments issued, bank and other loans and subordinated credit notes.

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Net income

 

Banco Santander México reported net income for 3Q18 of Ps.5,096 million, representing an increase of 25.0% YoY, reflecting mainly strong performance in the financial margin as well as lower provisions for loan losses. Sequentially, net income decreased 1.5%, due to an increase in administrative and promotional expenses, along with higher provisions for loan losses and a decrease in net gains on financial assets and liabilities.

 

 

Net income statement                      
Million pesos         % Variation         % Variation
  3Q18 2Q18 3Q17   QoQ YoY   9M18 9M17   18/17
Net interest income 15,795 14,795 14,242   6.8 10.9   45,205 41,168   9.8
Provisions for loan losses (5,463) (4,667) (5,603)   17.1 (2.5)   (15,076) (15,978)   (5.6)
Net interest income after provisions for loan losses 10,332 10,128 8,639   2.0 19.6   30,129 25,190   19.6
Commission and fee income, net 4,271 4,262 3,934   0.2 8.6   12,602 11,700   7.7
Net gain (loss) on financial assets and liabilities 843 1,049 311   (19.6) 171.1   2,180 2,359   (7.6)
Other operating income 134 244 239   (45.1) (43.9)   570 623   (8.5)
Administrative and promotional expenses (9,003) (8,845) (7,898)   1.8 14.0   (26,066) (23,029)   13.2
Operating income 6,577 6,838 5,225   (3.8) 25.9   19,415 16,843   15.3
Income taxes (net) (1,481) (1,667) (1,147)   (11.2) 29.1   (4,421) (3,679)   20.2
Net income 5,096 5,171 4,078   (1.5) 25.0   14,994 13,164   13.9
Effective tax rate (%) 22.52 24.38 21.95         22.77 21.84    
                         

 

 

 6

 

 

 

3Q18 vs 3Q17

 

The 25.0% year-on-year increase in net income was principally driven by:

 

i)A 10.9%, or Ps.1,553 million, increase in net interest income, mainly reflecting the Bank focus on high-margin segments along with higher interest rates;

 

ii)A 171.1%, or Ps.532 million, increase in net gains on financial assets and liabilities, mainly resulting from market volatility and a low base in 3Q17;

 

iii)A 8.6%, or Ps.337 million, increase in net commissions and fees, mainly resulting from growth in debit and credit cards, collection services, insurance, foreign trade, account management and investment funds fees; and

 

iv)A 2.5%, or Ps.140 million, decrease in provisions for loan losses, mostly as a result of good performance in the consumer loan portfolio.

 

The increase in net income was partially offset by:

 

i)A 14.0%, or Ps.1,105 million, increase in administrative and promotional expenses, mainly due to higher personnel expenses, professional fees and depreciation and amortization; and

 

ii)A 43.9%, or Ps.105 million, decrease in other operating income, mostly resulting from higher write-offs, portfolio recovery legal expenses and costs, and provisions for legal and tax contingencies, partly offset by higher recoveries of previously written-off loans.

 

Gross operating income

 

Banco Santander México’s gross operating income for 3Q18 totaled Ps.20,909 million, representing increases of 13.1% YoY and 4.0% QoQ, reflecting strong performance across the board. Sequentially, the strong performance in net interest income, was partly affected by a decline in net gains on financial assets and liabilities, which contributed 4.0% in 3Q18 and 5.2% in 2Q18.

 

Gross operating income is broken down as follows:

 

Breakdown gross operating income (%)
          Variation bps
   3Q18 2Q18 3Q17   QoQ YoY
Net Interest Income 75.54 73.58 77.04   196 (150)
Net Commissions and Fees 20.43 21.20 21.28   (77) (85)
Market related revenue 4.03 5.22 1.68   (119) 235
Gross Operating Income* 100.00 100.00 100.00      
             

*Does not include other income

 

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Return on average equity (ROAE)

 

ROAE for 3Q18 increased by 222 basis points to 16.74% from 14.52% reported in 3Q17 and decreased by 59 basis points versus 17.33% in 2Q18, reflecting solid growth in total revenues and lower provisions.

 

 

 8

 

 

Strategic initiatives and commercial actions

 

In December 2016, Banco Santander México announced a plan to invest approximately Ps.15 billion between 2017 and 2019, in addition to recurring investments and commercial actions, to achieve the goal of becoming its clients’ principal bank and Mexico’s market leader in sustainable, profitable growth. The execution of this plan remains in progress and continues to be focused on attracting new customers, strengthening customer loyalty, as well as expanding the Bank’s value offering with new products and services.

 

The investment plan is concentrated on three key initiatives. Details on progress in most relevant programs are described below:

 

ØTransformation of our distribution network and investment in infrastructure, including next generation technology.

 

§Continuous improvement of the Bank’s technological platforms and infrastructure, such as the “Spotlight” factory, which develops digital solutions that improve and digitalize products and processes to benefit customers and collaborators. As of the end of the quarter, the Bank has made 57 deliveries while 78 are in pipeline.

 

§Extending our footprint of full-function ATMs and the ongoing strengthening of CRM capabilities. As of September 30th, the Bank had 672 full-function ATMs in operation, representing 8.4% of total ATMs outstanding (109 more than 2Q18). The goal is to reach 800 such units by year-end.

 

§According to Banco Santander México’s new distribution model for branches and as part of the commercial program “Movimiento Santander” that was launched at the beginning of the year, 220 branches have been renovated according to the new SmartRed concept, which also contemplates an individualized P&L, as well as, new management tools for branches. The aim is to renovate 300 branches during the year. These branches promote the use of digital and self-service channels.

 

§Launch of the new branch model “Sucursal Ágil” which specializes in low value transactions and offers a more dynamic service, improving the overall customer experience, by aiming for a max waiting time of 15 minutes.

 

§Upgrade of “Súper Digital”, with improvements that allow users to open accounts through “Súper Móvil”. This service is aimed at non-banking clients who are digital-oriented and avoid visiting branches. As of the end of the quarter, Banco Santander México has opened more than 100,000 of these accounts.

 

§In addition, during the quarter, the Bank completed the upgrade of the Interactive Voice Response system in the contact center that will allow it to handle over 80% of the incoming calls.

 

§Launch of a new Transactional Electronic Banking platform for companies, which roll-over will be gradual.

 

§Growth of the digital offering via “Súper Móvil”, with new functionalities that offers the option to apply for increases in a credit line or to transfer debt balances from other banks at preferential rates. “Súper Wallet” now includes an option to make purchases with reward points (“Puntos Recompensas”).

 

§Building loyalty and adding more digital clients, which led to an increase of 23% in loyal and 32% in digital clients at the end of 3Q18. Of note, the number of mobile customers increased 53% in the last 12 months.

 

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ØOn the retail front, investment initiatives are aimed at boosting customer acquisition, cross-selling, and building loyalty.

 

§In accordance with the strategy to attract more deposits, the Bank launched “El Gran Premio”, a campaign in which clients can win tickets for Formula 1 racing, and “Super Pagaré 12”, through which customers can obtain an interest rate up to 12% for their investment with a minimum amount of Ps.500,000.

 

§The new “Seguro de Daños” an insurance product that covers the commercial value of property that offers the best insurance for mortgage loans in the market.

 

§In order to continue attracting new customers and increasing existing client loyalty, the benefits for Santander Plus customers have been improved with initiatives related to credit loans, insurance, and commercial alliances with retail companies. Santander Plus continues to perform well. Over 4.2 million customers have now enrolled in this program, of which 55% are new.

 

§The Santander-Aeroméxico co-branded card has also been very successful, with around 900,000 cardholders, of which 37% are new.

 

§The “Select Me” Program seeks to promote women’s empowerment, including solutions that facilitate their day-to-day and professional development. At the end of 3Q18, there are more than 5,600 active clients.

 

§Launch of “Crédito Digital para PyMEs” which reduces the approval time for SME loans from 48 hours to 60 minutes, available through two different products, “Crédito Simple” with a term of 12 to 36 months and “Crédito Ágil” for a fixed term of 12 months only.

 

§Launch of “Solicitud Contrato Agro”, for retail companies. It reduces the time needed to apply for and receive a loan from 22 business days to 6 business days, promoting financing to the agricultural sector in the SME segment.

 

ØAdditionally, the Bank’s value proposition is complemented by new businesses, such as auto financing, distribution of third-party insurance products to middle-market clients, and the financial inclusion program.

 

§Launch of “Super Auto”, a car and motorcycle loan financing supported by a digital origination platform that enhances the customer experience by reducing processing and approval times. This is the only digital platform in the market in which client quotes generated at the dealership automatically populate the loan submission file, instantly detonating the loan approval process. As of the end of the quarter, Banco Santander México has loans of more than Ps.480 million through this product. During the quarter, we announced an alliance with Peugeot México intended to become the brand’s main financial partner in auto loans, offering a customized commercial service.

 

§With regards to the financial inclusion program, “TUIIO”, at the end of September, the Bank had 18 branches in operation in the states of Mexico, Morelos and Guerrero, with more than 12,000 customers, reaching for a loan portfolio in excess of Ps.40 million.

 

Customers            
(Thousands)         % Variation
  Sep 18 Jun 18 Sep 17   QoQ YoY
Loyal Customers1 2,362 2,235 1,922   5.7 22.9
Digital Customers2 2,533 2,348 1,925   7.9 31.6
Santander Plus 4,296 3,869 2,552   11.0 68.3
Santander - Aeroméxico 900 885 747   1.6 20.4

1 Loyal customers = Clients with non-zero balance and depending on the segment should have between two and four products and between three and ten transactions in the last 90 days.

2 Digital customers = Clients with at least one digital transaction per month in SuperNet or SuperMóvil.

 

 

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ANALYSIS OF THIRD QUARTER 2018 CONSOLIDATED RESULTS

 

(Amounts expressed in millions of pesos, except where otherwise stated)

 

Loan portfolio

 

The evolution of the loan portfolio shows solid performance across all of Banco Santander México’s core businesses and with a continued strong focus on profitability.

 

Portfolio Breakdown
Million pesos     % Variation
  3Q18 2Q18 3Q17   QoQ YoY
Commercial          432,114          408,339          378,782   5.8 14.1
  Middle-market          175,567          174,750          154,630   0.5 13.5
  Corporates            97,031            86,859            85,954   11.7 12.9
  SMEs            77,519            76,915            70,297   0.8 10.3

Government & Financial

 

Entities

 

           81,997            69,815            67,901   17.4 20.8
             
Individuals          248,006          243,912          234,480   1.7 5.8
  Consumer          109,471          108,800          105,596   0.6 3.7
      Credit Cards            54,997            55,037            53,220   (0.1) 3.3
      Other Consumer            54,474            53,763            52,376   1.3 4.0
  Mortgages          138,535          135,112          128,884   2.5 7.5
Total          680,120          652,251          613,262   4.3 10.9

 

 

The total loan portfolio rose 10.9%, or Ps.66,858 million YoY, to Ps.680,120 million in 3Q18. On a sequential basis, the total loan portfolio increased 4.3%, or Ps.27,869 million.

 

Personal loans remain soft as the Bank focuses on further strengthening its payroll franchise. Within the credit card portfolio, at the end of 2017 certain external channels that targeted the open market were closed, in order to improve asset quality in this product category, resulting in slower growth. However, credit card use, remained strong, up 11.8% YoY. Payroll loans increased 12.5% YoY, above market growth. At the same time, middle-market, corporate and SME loans posted solid performance, increasing 13.5%, 12.9% and 10.3% YoY, respectively.

 

In 3Q18, loans to government and financial entities increased 20.8% YoY and represented 12.1% of the loan book. Corporate loans represented 14.3% of the loan book and rose 12.9%, or Ps.11,077 million YoY, demonstrating solid performance. Sequentially, loans to government and financial entities increased by 17.4%, a result of loans granted to two state-owned companies, while corporate loans increased 11.7%.

 

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Mortgage loans continued accelerating slightly during the quarter, increasing 7.5% YoY and 2.5% sequentially, supported by new originations through Hipoteca Plus. However, mortgage loans were still affected by the run-off of acquired portfolios, which represented approximately 7.9% of the total mortgage portfolio at the end of the quarter. Excluding this effect, the mortgage portfolio would have increased 9.8% YoY, exceding market growth.

 

As of 3Q18, middle-market and SMEs loans represented 37.2% of the total loan portfolio and grew twice as fast as individual loans.

 

Loan portfolio breakdown              
Million pesos                
  3Q18 %   2Q18 %   3Q17 %
Performing loans                
Commercial          426,351             62.7   402,745             61.7   374,587 61.1
                 
Individuals          237,801             35.0            233,457             35.8            224,808 36.7
  Consumer          105,232             15.5            104,354             16.0            101,077 16.5
       Credit cards            52,642               7.7              52,608               8.1              50,714 8.3
       Other consumer            52,590               7.7              51,746               7.9              50,363 8.2
 Mortgages          132,569             19.5            129,103             19.8            123,731 20.2
Total performing loans          664,152             97.7            636,202             97.5            599,395 97.7
                 
Non-performing loans                
Commercial              5,763               0.8                5,594               0.9                4,195 0.7
                 
Individuals            10,205               1.5              10,455               1.6                9,672 1.6
 Consumer              4,239               0.6                4,446               0.7                4,519 0.7
     Credit cards              2,355               0.3                2,429               0.4                2,506 0.4
     Other consumer              1,884               0.3                2,017               0.3                2,013 0.3
 Mortgages              5,966               0.9                6,009               0.9                5,153 0.8
Total non-performing loans            15,968               2.3              16,049               2.5              13,867 2.3
                 
Total loan portfolio                
Commercial          432,114             63.5            408,339             62.6            378,782 61.8
                 
Individuals          248,006             36.5   243,912             37.4   234,480 38.2
Consumer          109,471             16.1            108,800             16.7            105,596 17.2
     Credit cards            54,997               8.1              55,037               8.4              53,220 8.7
     Other consumer            54,474               8.0              53,763               8.2              52,376 8.5
Mortgages          138,535             20.4            135,112             20.7            128,884 21.0
Total loan portfolio          680,120           100.0            652,251           100.0            613,262 100.0

 

The commercial loan portfolio is comprised of loans to business and commercial entities, as well as loans to government entities and financial institutions, and represented 63.5% of the total loan portfolio. Excluding loans to government entities and financial institutions, the commercial loan portfolio accounted for 51.5% of the total loan portfolio.

 

As of 3Q18, commercial loans increased 14.1% YoY, driven by middle-market companies, corporates and SME loans. Mid-market, corporate and SME loans posted 13.5%, 12.9%, and 10.3% YoY growth rates, respectively. With regard to SME loans, Banco Santander México launched, during the quarter, a new kind of loan to the agricultural sector. This loan targets distribution companies and agribusinesses and reduces the formalization process to 6 days from 22 days. At the same time, the SME portfolio continues to reflect the strategy of targeting mid-to large-sized SMEs while maintaining a risk-return focus and conducting refinancing campaigns with clients that have good credit ratings. Loans to government and financial entities increased 20.8% YoY, a result of loans granted to two state-owned companies.

 

 12

 

 

 

The Individuals loan portfolio, comprised of mortgages, consumer and credit card loans, represented 36.5% of the total loan portfolio, and increased 5.8% YoY. Mortgage, credit card and consumer loans, represented 20.4%, 8.1%, and 8.0% of the total loan portfolio, respectively.

 

Consumer loans increased 4.0% YoY and 1.3% QoQ, reflecting strong performance in payroll loans which increased 12.5% YoY, as the Bank gained traction in its efforts to attract new payroll accounts by leveraging its strong franchise in the corporate and middle-market segments along with its Santander Plus program. Growth in personal loans decreased 5.4% YoY and 1.8% sequentially.

 

Credit cards loans grew 3.3% YoY and decreased 0.1% sequentially. The YoY growth was mainly driven by more frequent usage of Banco Santander México’s full suite of credit cards. However, this is not fully reflected in loan growth, as a large number of customers continued to pay their balances in full during the quarter. In addition, at the end of 2017, the Bank closed certain external channels in order to improve asset quality. The Santander-Aeroméxico co-branded card continues to perform well, contributing to volume growth.

 

Finally, mortgage loans continued showing a solid acceleration, increasing 7.5% YoY and 2.5% sequentially, but were still affected by the run-off of acquired portfolios, which represented approximately 7.9% of the total mortgage portfolio. Excluding this effect, the mortgage portfolio would have increased 9.8% YoY.

 

During the quarter, there was also a strong performance in “Hipoteca Plus”, which was launched in April 2018 and contributed with more than 50% of loans originated. This product rewards new loyal customers with the lowest rate available in the market - 8.59%. “Hipoteca Plus” rewards customers who keep their payroll and other financial products with Banco Santander México.

 

Total Deposits

 

Total deposits at the end of 3Q18 were Ps.680,143 million, representing an increase of 8.5% YoY and a decrease of 2.6% sequentially as some corporates withdrew deposits. Demand deposits reached Ps.447,718 million, growing 4.1% YoY and decreasing 4.5% sequentially. Individual demand deposits rose 13.3% YoY, allowing the Bank to improve the deposit mix. Time deposits remained solid and reached Ps.232,425 million, up 18.4% YoY and 1.3% QoQ. Individual time deposits grew 21.7% YoY and 2.8% QoQ, benefiting from a higher interest rate environment.

 

During the quarter, Banco Santander México launched its “El Gran Premio” campaign, whereby clients receive tickets to “Formula 1” races, as well as another new product called “Súper Pagare 12” through which clients can obtain a rate of up to 12% with a minimum amount of Ps.500,000. In addition, the Bank launched “Santander 360”, to support SME clients in their collection and benefiting their customers. These initiatives are focused on offering innovative products and a client-centric approach for individuals and SMEs and are driving deposit growth resulting in a 16.3% and 15.9% YoY expansion, respectively.

 

 

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Net interest income

 

Net interest income                      
Million pesos         % Variation         % Variation
  3Q18 2Q18 3Q17   QoQ YoY   9M18 9M17   18/17
Interest on funds available 801 821 686   (2.4) 16.8   2,325 1,996   16.5
Interest on margin accounts 211 220 250   (4.1) (15.6)   727 859   (15.4)
Interest and yield on securities 5,218 4,847 4,536   7.7 15.0   14,404 13,591   6.0
Interest and yield on loan portfolio – excluding credit cards 17,408 16,166 15,117   7.7 15.2   49,370 42,784   15.4
Interest and yield on loan portfolio related to credit card transactions 3,472 3,500 3,199   (0.8) 8.5   10,152 9,299   9.2
Commissions collected on loan originations 137 149 227   (8.1) (39.6)   437 704   (37.9)
Interest and premium on sale and repurchase agreements and securities loans 1,581 1,814 896   (12.8) 76.5   4,918 2,585   90.3
Interest income 28,828 27,517 24,911   4.8 15.7   82,333 71,818   14.6
                       
Daily average interest earnings assets 1,116,683 1,123,177 983,170   (0.6) 13.6   1,099,598 1,008,117   9.1
                       
Interest from customer deposits – demand deposits (2,715) (2,576) (2,510)   5.4 8.2   (7,673) (6,345)   20.9
Interest from customer deposits – time deposits (3,951) (3,726) (2,637)   6.0 49.8   (11,013) (7,371)   49.4
Interest from credit instruments issued (671) (691) (704)   (2.9) (4.7)   (2,040) (2,025)   0.7
Interest on bank and other loans (1,187) (972) (832)   22.1 42.7   (3,033) (2,490)   21.8
Interest on subordinated capital notes (442) (435) (509)   1.6 (13.2)   (1,306) (1,332)   (2.0)
Interest and premium on sale and repurchase agreements and securities loans (4,067) (4,322) (3,477)   (5.9) 17.0   (12,063) (11,087)   8.8
Interest expense (13,033) (12,722) (10,669)   2.4 22.2   (37,128) (30,650)   21.1
                       
Daily average interest-bearing liabilities 993,960 998,231 887,508   (0.4) 12.0   974,364 924,881   5.4
                       
Net interest income 15,795 14,795 14,242   6.8 10.9   45,205 41,168   9.8

 

Net interest income in 3Q18 totaled Ps.15,795 million, increasing 10.9% YoY, or Ps.1,553 million, and 6.8% or Ps.1,000 million, sequentially.

 

The 10.9% YoY increase in net interest income resulted from the combined effect of:

 

i)A 15.7%, or Ps.3,917 million, increase in interest income, to Ps.28,828 million, stemming from a 13.6%, or Ps.133,513 million, increase, in average interest-earning assets and a 19 basis point increase in the average interest rate received; and

 

ii)A 22.2%, or Ps.2,364 million, increase in interest expense, to Ps.13,033 million, resulting from a 12.0%, or Ps.106,452 million increase in interest-bearing liabilities and a 43 basis point increase in the average interest rate paid.

 

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Results for the quarter continued to show the benefits of a higher interest rate environment, along with the Bank’s sharp focus on profitability.

 

The net interest margin ratio (NIM), calculated using daily average interest-earning assets for 3Q18, stood at 5.66%, compared to 5.79% in 3Q17 and 5.27% in 2Q18. The YoY decline in NIM mainly reflects higher interest rates and loan volume growth in high margin loans, partially offset by increased interest rates paid on deposits and repurchase agreements. On a cumulative basis, NIM for 9M18 reached 5.48% - an increase of 4 basis points.

 

 

Interest Income

 

Total average interest earning assets in 3Q18 amounted to Ps.1,116,683 million, increasing 13.6%, or Ps.133,513 million, YoY, mainly driven by 10.8% growth, or Ps.64,135 million, in the average loan portfolio and 59.0% growth, or Ps.29,321 million, in repurchase agreements. Banco Santander México’s interest earning assets are broken down as follows:

 

Average Assets (Interest-Earnings Assets)
Breakdown (%)          
  3Q17 4Q17 1Q18 2Q18 3Q18
Loans 60.3 58.9 58.9 56.7 58.9
Securities 27.0 27.2 24.1 25.1 25.0
Funds Available 4.9 6.8 6.0 7.5 7.0
Rep. Agreements 5.1 4.2 7.8 8.4 7.0
Margin accounts 2.7 2.9 3.2 2.3 2.1
Total 100.0 100.0 100.0 100.0 100.0

 

Banco Santander México’s interest income consists mainly of interest from the loan portfolio and commissions on loan origination, which in 3Q18 generated Ps.21,017 million and accounted for 72.9% of total interest income. The remaining interest income of Ps.7,811 million is broken down as follows: 18.1% from investment in securities portfolio, 5.5% from repurchase agreements, 2.8% from funds available, and 0.7% from margin accounts.

 

Interest income for 3Q18 increased by 15.7%, or Ps.3,917 million YoY, to Ps.28,828 million, mainly reflecting higher interest income from the total loan portfolio, repurchase agreements, investment in securities and funds available, which increased 14.0%, or Ps.2,564 million, 76.5%, or Ps.685 million, 15.0%, or Ps.682 million, and 16.8%, or Ps.115 million, respectively.

 

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The average interest yield on interest-earning assets in 3Q18 stood at 10.10%, increasing 19 basis points from 9.91% in 3Q17, mainly reflecting a higher interest rate environment, along with a focus on high-margin segments and strong margin discipline. Sequentially, investment in securities and repurchase agreements, contributed to the increase in total interest yield, increasing 41 basis points.

 

Meanwhile, the average interest rate on the total loan portfolio (excluding credit cards) stood at 11.31%, increasing 37 basis points YoY, supported by volume growth in high-margin portfolios. The average interest rate on the credit card loan portfolio stood at 24.84%, increasing 99 basis points YoY, due to a strategy of raising interest rates and rebalancing towards a more profitable product mix through a customer profiling program launched at the beginning of the year that allows customers to find their ideal credit card. Finally, the average interest rate on repurchase agreements and investment in securities portfolio stood at 7.83% and 7.32%, increasing 77 and 64 basis points, respectively.

 

 

Interest income                      
Million pesos  3Q18    3Q17    Var YoY
   Average Balance Interest Yield (%)    Average Balance Interest Yield (%)    Average Balance (%) Interest (%) Yield (bps)
Funds available 77,748 801 4.03   48,517 686 5.53   60.2 16.8 (150)
Margin accounts 23,987 211 3.44   26,340 250 3.71   (8.9) (15.6) (27)
Investment in securities 278,765 5,218 7.32   265,586 4,536 6.68   5.0 15.0 64
Loan portfolio 657,175 20,880 12.43   593,040 18,316 12.09   10.8 14.0 35
Commissions collected on loan originations 0 137 n.a.   0 227 n.a.   n.a. (39.6) n.a
Sale and repurchase agreements and securities loans 79,008 1,581 7.83   49,687 896 7.06   59.0 76.5 77
Interest income 1,116,683 28,828 10.10   983,170 24,911 9.91   13.6 15.7 19

 

 16

 

 

 

As previously explained, the main contributor to interest income growth was the 14.0%, or Ps.2,564 million, increase in interest income from the total loan portfolio. This increase resulted from a 10.8%, or Ps.64,135 million, rise in average loan portfolio volume, and a 28 basis point increase in the average interest rate. Higher interest income from the loan portfolio resulted from the following YoY increases by product:

 

§Commercial +14.1%, or Ps.50,939 million, with a 10.02% interest yield which increased 74 bps.

§Credit Cards +4.2%, or Ps.2,198 million, with a 24.84% interest yield which increased 99 bps.

§Consumer +4.3%, or Ps.2,209 million, with a 24.60% interest yield which increased 32 bps.

§Mortgages +6.9%, or Ps.8,788 million, with a 9.98% interest yield which decreased 31 bps.

 

Interest income from repurchase agreements, the second contributor, grew 76.5% or Ps.685 million, which resulted from increases of 59.0%, or Ps.29,321 million, in the average volume, together with a 77 basis point increase in the average interest rate. Interest income from investment in securities grew 15.0%, or Ps.682 million, which resulted from increases of 5.0%, or Ps.13,179 million, in average volume, together with a 64 basis point increase in the average interest rate. Interest income from funds available grew 16.8%, or Ps.115 million, resulting from an increase of 60.2%, or Ps.29,231 million, in average volume, together with a 150 basis point decrease in the average interest rate.

 

Interest expense

 

Total average interest-bearing liabilities amounted to Ps.993,960 million, increasing 12.0%, or Ps.106,452 million YoY, driven by increases of 32.8%, or Ps.65,285 million, in time deposits, 4.2%, or Ps.15,543 million, in demand deposits, 6.6%, or Ps.12,781 million, in repurchase agreements, 15.0%, or Ps.7,921 million, in bank and other loans, and 7.8%, or Ps.3,445 million, in credit instruments issued.

 

Banco Santander México’s interest-bearing liabilities are broken down as follows:

 

Average liabilities (interest-bearing liabilities)
Breakdown (%)          
  3Q17 4Q17 1Q18 2Q18 3Q18
Demand deposits 42.1 39.9 39.8 38.5 39.2
Sale and repurchase agreements and securities loans 21.9 22.6 21.3 22.8 20.8
Time deposits 22.4 24.1 26.3 26.0 26.6
Bank and other loans 6.0 6.1 5.2 5.3 6.1
Credit instruments issued 5.0 4.7 4.9 4.9 4.8
Subordinated capital notes 2.6 2.6 2.5 2.5 2.5
Total 100.0 100.0 100.0 100.0 100.0

 

Banco Santander México’s interest expense consists mainly of interest paid on customer deposits and repurchase agreements, which in 3Q18 amounted to Ps.6,666 million and Ps.4,067 million, respectively, and accounted for 51.1% and 31.2% of interest expense. The remaining interest expense of Ps.2,300 million was paid as follows: 9.1% on bank and other loans, 5.1% on credit instruments issued and 3.5% on subordinated debentures.

 

Interest expense for 3Q18 increased 22.2%, or Ps.2,364 million, to Ps.13,033 million, mainly driven by higher interest expense on time deposits, repurchase agreements, bank and other loans and demand deposits.

 

The average interest rate on interest-bearing liabilities increased 43 basis points to 5.13% in 3Q18, mainly reflecting increases in the benchmark interest rate, which directly affected the main sources of funding.

 

 17

 

 

 

For 3Q18, the average interest rate on the main sources of funding increased as follows:

 

§149 basis points in bank and other loans, to an average interest rate paid of 7.64%;

§68 basis points in repurchase agreements, to an average interest rate paid of 7.68%;

§67 basis points in time deposits, to an average interest rate paid of 5.85%; and

§10 basis points in demand deposits, to an average interest rate paid of 2.73%.

 

 

Interest expense    
Million pesos  3Q18   3Q17    Var YoY
   Average Balance Interest Rate (%)    Average Balance Interest Rate (%)    Average Balance (%) Interest (%) Rate (bps)
Demand deposits 389,325 2,715 2.73   373,782 2,510 2.63   4.2 8.2 10
Time deposits 264,486 3,951 5.85   199,201 2,637 5.18   32.8 49.8 67
Credit instruments issued 47,495 671 5.53   44,050 704 6.25   7.8 (4.7) (73)
Bank and other loans 60,772 1,187 7.64   52,851 832 6.16   15.0 42.7 148
Subordinated capital notes 24,639 442 7.02   23,162 509 8.60   6.4 (13.2) (158)
Sale and repurchase agreements and securities loans 207,243 4,067 7.68   194,462 3,477 7.00   6.6 17.0 68
Interest expense 993,960 13,033 5.13   887,508 10,669 4.70   12.0 22.2 43

 

Increases in customer deposits continue to reflect our focus on offering innovative products and a client-centric approach for individuals and SMEs. The average balance of demand deposits expanded 4.2%, while the high interest rate environment continued to fuel demand for low-risk term instruments, contributing to a 32.8% rise in the average balance of time deposits. This volume growth, together with higher interest rates, resulted in increases of 49.8% and 8.2% in interest paid on time and demand deposits, respectively.

 

Finally, the 17.0%, or Ps.590 million, increase in interest expenses on repurchase agreements resulted from the combined effect of a 6.6%, or Ps.12,781 million, increase in the average balance, and a 68 basis points increase in the average interest rate paid.

 

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Provisions for loan losses & asset quality

 

During 3Q18, provisions for loan losses amounted to Ps.5,463 million, which represented a decrease of 2.5%, or Ps.140 million YoY, and a 17.1% increase, or Ps.796 million, on a sequential basis.

 

The year-on-year decrease in loan loss reserves was mainly due to better performance of credit card, consumer, SME and mortgage loan portfolios, despite the shift to higher margin segments. In addition, within the credit card portfolio, certain external channels that targeted the open market were closed, in order to improve the Bank’s asset quality. Asset quality within the commercial loan portfolio also improved, benefiting from the clean-up of legacy positions last year, including homebuilders and some corporate loans.

 

The sequential increase in loan loss reserves is mainly attributed to the increase in volume of the total loan portfolio, lower percentage of guarantees in SMEs from NAFIN in 3Q18 versus 2Q18, and additional provisions for a specific project finance corporate loan.

 

 

Loan loss reserves

Million pesos

 

      % Variation
  3Q18 2Q18 3Q17   QoQ YoY
Commercial 1,872 1,404 1,651   33.3 13.4
Consumer 3,252 3,004 3,814   8.3 (14.7)
Mortgages 339 259 137   30.9 146.5
Total 5,463 4,667 5,603   17.1 (2.5)

 

Cost of risk (%)
          Variation (bps)
  3Q18 2Q18 3Q17   QoQ YoY
Commercial 1.84 1.42 1.78   42 6
Consumer 12.03 11.14 14.84   89 (281)
Mortgages 1.01 0.78 0.43   23 58
Total 3.37 2.94 3.72   43 (35)

 

 19

 

 

 

Non-performing loans at the end of 3Q18 increased YoY by Ps.2,101 million, or 15.2%, to Ps.15,968 million, and decreased Ps.81 million, or 0.5% on a sequential basis. The YoY increase, led to a slightly increase in NPL ratio of 2.35% in 3Q18, increasing 9 basis points from 2.26% in 3Q17, and decreasing 11 basis points compared to the 2.46% ratio reported in 2Q18.

 

The YoY increase in non-performing loans was mainly due to an increase of 37.4%, or Ps.1,568 million, in commercial loans, due to the aforementioned project finance corporate loan, together with a 15.8% increase, or Ps.813 million, in mortgages. The latter increase was due to a deterioration of Banco Santander México’s variable rate mortgage loan product and to legacy positions of acquired portfolios, including INFONAVIT, partly offset by a 6.2% decrease, or Ps.280 million, in consumer loans (including credit cards), mainly due to aforementioned closing of some external channels for credit card placements.

 

On a sequential basis, Banco Santander México reported a 0.5% decrease, or Ps.81 million, in non-performing loans, which resulted from decreases in the non-performing loan portfolio of consumer (including credit cards) and mortgages loans of Ps.207 million and Ps.43 million, respectively. The decrease was partly offset by an increase of Ps.169 million in commercial loans.

 

Commercial loan NPLs rose 22 basis points YoY, due to aforementioned project finance corporate loan. At the same time, mortgage loan NPLs increased 31 basis points YoY and decreased 14 basis points sequentially.

 

NPLs for the consumer loan portfolio (including credit card) decreased 41 basis points YoY, particularly payroll loans which decreased 171 basis points YoY.

 

The breakdown of the non-performing loan portfolio is as follows: mortgage loans 37.4%, commercial loans 36.1%, and consumer loans (including credit cards) 26.5%.

 

Non-Performing loan ratio (%)
          Variation (bps)
  Sep-18 Jun-18 Sep-17   QoQ YoY
Commercial 1.33 1.37 1.11   (4) 22
             
Individuals            
Consumer 3.87 4.09 4.28   (22) (41)
     Credit Card 4.28 4.41 4.71   (13) (43)
     Other consumer 3.46 3.75 3.84   (29) (38)
Mortgages 4.31 4.45 4.00   (14) 31
Total 2.35 2.46 2.26   (11) 9

 

The above-mentioned variations to non-performing loans led to a NPL ratio of 2.35% in 3Q18, increasing 9 basis points from 2.26% in 3Q17, and decreasing 11 basis points compared to the 2.46% ratio reported in 2Q18.

 

The current NPL ratio continues to reflect loan portfolio growth combined with Banco Santander México’s stringent credit scoring model and ongoing monitoring of loan portfolio quality.

 

Finally, the coverage ratio for the quarter stood at 127.60%, a decrease from 147.41% in 3Q17 and increase from 124.79% in 2Q18.

 

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Commission and fee income, net

 

Commission and fee income, net  
Million pesos         % Variation         % Variation  
  3Q18 2Q18 3Q17   QoQ YoY   9M18 9M17   18/17  
Commission and fee income                      
Debit and credit card 1,979 2,019 1,748   (2.0) 13.2   5,920 5,084   16.4  
Account management 307 304 259   1.0 18.5   907 760   19.3  
Collection services 727 728 631   (0.1) 15.2   2,152 1,950   10.4  
Investment funds 397 383 361   3.7 10.0   1,174 1,085   8.2  
Insurance 1,152 1,295 1,094   (11.0) 5.3   3,475 3,295   5.5  
Purchase-sale of securities and money market transactions 122 141 157   (13.5) (22.3)   374 500   (25.2)  
Checks trading 58 63 64   (7.9) (9.4)   182 189   (3.7)  
Foreign trade 308 304 258   1.3 19.4   937 809   15.8  
Financial advisory services 281 417 373   (32.6) (24.7)   992 1,101   (9.9)  
Other 328 395 281   (17.0) 16.7   1,085 848   27.9  
Total 5,659 6,049 5,226   (6.4) 8.3   17,198 15,621   10.1  
                         
Commission and fee expense                    
Debit and credit card (793) (1,102) (763)   (28.0) 3.9   (2,711) (2,387)   13.6  
Investment funds 0 (1) 0   100.0 0.0   (1) (1)   0.0  
Insurance (29) (30) (27)   (3.3) 7.4   (88) (80)   10.0  
Purchase-sale of securities and money market transactions (57) (34) (50)   67.6 14.0   (131) (143)   (8.4)  
Checks trading (7) (6) (6)   16.7 16.7   (21) (18)   16.7  
Foreign trade 0 0 0   0.0 0.0   0 (13)   100.0  
Financial advisory services (1) (1) (1)   0.0 0.0   (3) (3)   0.0  
Other (501) (613) (445)   (18.3) 12.6   (1,641) (1,276)   28.6  
Total (1,388) (1,787) (1,292)   (22.3) 7.4   (4,596) (3,921)   17.2  
                         

 

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Commission and fee income, net                  
Debit and credit card 1,186 917 985   29.3 20.4   3,209 2,697   19.0  
Account management 307 304 259   1.0 18.5   907 760   19.3  
Collection services 727 728 631   (0.1) 15.2   2,152 1,950   10.4  
Investment funds 397 382 361   3.9 10.0   1,173 1,084   8.2  
Insurance 1,123 1,265 1,067   (11.2) 5.2   3,387 3,215   5.3  
Purchase-sale of securities and money market transactions 65 107 107   (39.3) (39.3)   243 357   (31.9)  
Checks trading 51 57 58   (10.5) (12.1)   161 171   (5.8)  
Foreign trade 308 304 258   1.3 19.4   937 796   17.7  
Financial advisory services 280 416 372   (32.7) (24.7)   989 1,098   (9.9)  
Other (173) (218) (164)   (20.6) 5.5   (556) (428)   29.9  
                         
Total 4,271 4,262 3,934   0.2 8.6   12,602 11,700   7.7  

 

In 3Q18, net commission and fee income totaled Ps.4,271 million, increasing 8.6% YoY, or Ps.337 million, and 0.2%, or Ps.9 million, QoQ.

 

The main contributors to net commissions and fees were credit and debit card fees, which accounted for 27.8% of the total, followed by insurance fees and collection services fees, which accounted for 26.3% and 17.0% of total commissions and fees, respectively.

 

Commission and fee income, net            
Breakdown (%)            
  3Q18 2Q18 3Q17   9M18 9M17
Debit and credit card 27.8 21.5 25.0   25.5 23.1
Account management 7.2 7.1 6.6   7.2 6.5
Collection services 17.0 17.1 16.0   17.1 16.7
Investment funds 9.3 9.0 9.2   9.3 9.3
Insurance 26.3 29.7 27.1   26.9 27.5
Purchase-sale of securities and money market transactions 1.5 2.5 2.7   1.9 3.1
Checks and others 1.2 1.3 1.5   1.3 1.5
Foreign trade 7.2 7.1 6.6   7.4 6.8
Financial advisory services 6.6 9.8 9.5   7.8 9.4
Others (4.1) (5.1) (4.2)   (4.4) (3.9)
             
Total 100.0 100.0 100.0   100.0 100.0

 

Net commissions and fees rose 8.6% YoY in 3Q18, mostly as a result of the following increases:

 

i)20.4%, or Ps.201 million, increase in debit and credit card fees. Fee income was up 13.2%, supported by strong credit card usage;

 

ii)15.2%, or Ps.96 million, increase in collection and payments and a 18.5%, or Ps.48 million, increase in account management, mainly a result of Banco Santander México’s continued focus on being an integral part of its clients’ liquidity management efforts, which led to increased transaction activity;

 

iii)5.2%, or Ps.56 million, increase in insurance fees, reflecting higher sales of credit-related insurance. The increase was supported by the new property and casualty insurance product that covers the commercial value of real property, and which is the best mortgage insurance related product in the market;

 

iv)19.4%, or Ps.50 million, increase in foreign trade fees, mainly driven by higher volume in the retail segment; and

 

 22

 

 

 

v)10.0%, or Ps.36 million, increase in investment funds, due to higher interest rates.

 

These positive contributions to net commissions and fees were partly offset by the following decreases:

 

i)24.7%, or Ps.92 million, decrease in financial advisory services, due to fewer transactions in the market; and

 

ii)39.3%, or Ps.42 million, decrease in purchase-sales of securities and money market transactions, mainly a result of a slowdown in corporate activity.

 

Net gain (loss) on financial assets and liabilities

 

Net gain (loss) on financial assets and liabilities 
Million pesos         % Variation         % Variation
  3Q18 2Q18 3Q17   QoQ YoY   9M18 9M17   18/17
Valuation                      
Foreign exchange (246) 587 5,833   (141.9) (104.2)   329 4,633   (92.9)
Derivatives 1,753 3,435 1,435   (49.0) 22.2   7,855 2,839   176.7
Equity securities (278) 520 (29)   (153.5) 858.6   328 (39)   941.0
Debt instruments (145) (64) 139   126.6 (204.3)   (1,348) (139)   869.8
Valuation result 1,084 4,478 7,378   (75.8) (85.3)   7,164 7,294   (1.8)
                       
Purchase / sale of securities                      
Foreign exchange 388 (220) (5,766)   276.4 106.7   447 (4,901)   109.1
Derivatives (1,197) (3,227) (1,392)   (62.9) (14.0)   (6,346) (897)   607.5
Equity securities 355 391 (17)   (9.2) 2,188.2   872 42   1,976.2
Debt instruments 213 (373) 108   157.1 97.2   43 821   (94.8)
Purchase -sale result (241) (3,429) (7,067)   (93.0) (96.6)   (4,984) (4,935)   1.0
                       
Total 843 1,049 311   (19.6) 171.1   2,180 2,359   (7.6)

 

In 3Q18, Banco Santander México reported a Ps.843 million net gain from financial assets and liabilities, which compares with gains of Ps.311 million in 3Q17 and Ps.1,049 million in 2Q18.

 

The Ps.843 million net gain from financial assets and liabilities in the quarter is mostly a result of:

 

i)A Ps.1,084 million valuation gain, which resulted from gains of Ps.1,753 million in derivative instruments. This gain was partly offset by a loss of Ps.278 million, Ps.246 million and Ps.145 million in equity securities, foreign exchange and debt instruments, respectively; and

 

ii)A Ps.241 million purchase-sale loss, principally related to a loss of Ps.1,197 million in derivative instruments. This loss was partly offset by a gain of Ps.388 million, Ps.355 million and Ps.213 million, in foreign exchange instruments, equity securities and debt instruments, respectively.

 

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Other operating income

 

Other operating income
Million pesos         % Variation         % Variation
  3Q18 2Q18 3Q17   QoQ YoY   9M18 9M17   18/17
                       
Recovery of previously written-off loans 674 694 530   (2.9) 27.2   2,181 1,991   9.5
Cancellation of liabilities and reserves 109 112 78   (2.7) 39.7   343 241   42.3
Interest on personnel loans 71 71 67   0.0 6.0   212 191   11.0
Allowance for losses on foreclosed assets (28) (20) (28)   (40.0) 0.0   (75) (68)   10.3
Profit from sale of foreclosed assets 27 28 20   (3.6) 35.0   70 94   (25.5)
Technical advisory services 10 52 7   (80.8) 42.9   66 23   187.0
Portfolio recovery legal expenses and costs (350) (345) (302)   1.4 15.9   (1,061) (910)   16.6
Write-offs (335) (212) (163)   58.0 105.5   (910) (479)   90.0
Income from sale of loan portfolio 0 (12) 0   100.0 0.0   (19) (635)   (97.0)
Provision for legal and tax contingencies (93) (189) (67)   (50.8) 38.8   (418) (94)   344.7
Others 49 65 97   (24.6) (49.5)   181 269   (32.7)
                       
Total 134 244 239   (45.1) (43.9)   570 623   (8.5)

 

Other income in 3Q18 totaled Ps.134 million, down from Ps.239 million in 3Q17 and the Ps.244 million reported in 2Q18.

 

The 43.9%, or Ps.105 million YoY decrease in other income in 3Q18 was mainly driven by higher write-offs of Ps.172 million, an increase in legal costs and expenses related to portfolio recoveries of Ps.48 million, and an increase in provisions for legal and tax contingencies of Ps.26 million. The decrease was partly offset by higher recoveries of previously written-off loans of Ps.144 million.

 

On a sequential basis, the 45.1% decrease, or Ps.110 million, in other income, was mainly driven by higher write-offs of Ps.123 million and by lower recoveries of previously written-off loans of Ps.20 million. These were partly offset by lower provisions for legal and tax contingencies.

 

 

 24

 

 

 

Administrative and promotional expenses

 

Administrative and promotional expenses consist of personnel costs such as payroll and benefits, promotion and advertising expenses, and other general expenses. Personnel expenses consist mainly of salaries, social security contributions, bonuses and our long-term incentive plan for the Bank’s executives. Other general expenses are mainly related to technology and systems, administrative services - mainly outsourced in the areas of information technology - taxes and duties, professional fees, contributions to IPAB, rental of properties and hardware, advertising and communication, surveillance and cash courier services and expenses related to maintenance, conservation and repair, among others.

 

Administrative and promotional expenses
Million pesos         % Variation         % Variation
  3Q18 2Q18 3Q17   QoQ YoY   9M18 9M17   18/17
Salaries and employee benefits 4,096 3,889 3,409   5.3 20.2   11,602 9,957   16.5
Credit card operation 80 81 86   (1.2) (7.0)   232 262   (11.5)
Professional fees 414 243 275   70.4 50.5   893 574   55.6
Leasehold 536 581 506   (7.7) 5.9   1,706 1,505   13.4
Promotional and advertising expenses 141 247 304   (42.9) (53.6)   607 746   (18.6)
Taxes and duties 365 474 299   (23.0) 22.1   1,263 1,077   17.3
Technology services (IT) 780 721 742   8.2 5.1   2,210 2,203   0.3
Depreciation and amortization 708 738 632   (4.1) 12.0   2,141 1,850   15.7
Contributions to IPAB 796 778 705   2.3 12.9   2,316 2,147   7.9
Securities transferring 256 337 204   (24.0) 25.5   828 650   27.4
Others 831 756 736   9.9 12.9   2,268 2,058   10.2
                       
Total 9,003 8,845 7,898   1.8 14.0   26,066 23,029   13.2

 

Banco Santander México’s administrative and promotional expenses are broken down as follows:

 

Administrative and promotional expenses          
Breakdown (%)            
  3Q18 2Q18 3Q17   9M18 9M17
Salaries and employee benefits 45.5 44.0 43.2   44.5 43.2
Credit card operation 0.9 0.9 1.1   0.9 1.1
Professional fees 4.6 2.7 3.5   3.4 2.5
Leasehold 6.0 6.6 6.4   6.5 6.5
Promotional and advertising expenses 1.6 2.8 3.8   2.3 3.2
Taxes and duties 4.1 5.4 3.8   4.8 4.7
Technology services (IT) 8.7 8.2 9.4   8.5 9.6
Depreciation and amortization 7.9 8.3 8.0   8.2 8.0
Contributions to IPAB 8.8 8.8 8.9   8.9 9.3
Securities transferring 2.8 3.8 2.6   3.2 2.8
Others 9.1 8.5 9.3   8.8 9.1
             
Total 100.0 100.0 100.0   100.0 100.0

 

Administrative and promotional expenses in 3Q18 totaled Ps.9,003 million, compared to Ps.7,898 million in 3Q17 and Ps.8,845 million in 2Q18, increasing 14.0% YoY and 1.8% QoQ, respectively. These increases reflect the execution of the Bank’s investment plan and commercial initiatives to achieve the goal of becoming clients’ primary bank and Mexico’s market leader in sustainable, profitable growth.

 

 25

 

 

 

The 14.0% YoY rise in administrative and promotional expenses was mainly due to the following increases:

 

i)20.2%, or Ps.687 million, in salaries and employee benefits. This increase was mainly due to increased headcount, principally in the areas of middle-market, SMEs, financial inclusion and in personal who support the retail franchise;

 

ii)50.5%, or Ps.139 million, in professional fees;

 

iii)12.9%, or Ps.91 million, in contributions to IPAB;

 

iv)12.0%, or Ps.76 million, in depreciation and amortization;

 

v)22.1%, or Ps.66 million, in taxes and duties;

 

vi)25.5%, or Ps.52 million, in securities transferring; and

 

vii)5.1%, or Ps.38 million, in technology services.

 

The efficiency ratio for the quarter rose 60 basis points YoY and decrease 68 basis points QoQ reaching 42.78%, impacted by the execution of the Bank’s investment plan.

 

The recurrence ratio for 3Q18 was 51.49%, down from 54.14% in 3Q17 and 108 basis points lower than the 52.57% reported in 2Q18.

 

 

Profit before taxes

 

Profit before taxes in 3Q18 was Ps.6,577 million, reflecting an increase of 25.9% YoY and a decrease of 3.8% QoQ.

 

Income taxes

 

In 3Q18, Banco Santander México reported a tax expense of Ps.1,481 million compared to tax expenses of Ps.1,147 million in 3Q17 and Ps.1,667 million in 2Q18. The effective tax rate for the quarter was 22.52%, compared to 21.95% reported in 3Q17 and 24.38% in 2Q18.

 

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Capitalization and liquidity

 

Capitalization            
Million pesos   Sep-18   Jun-18   Sep-17
CET1   85,318   81,161   81,669
Tier 1   94,661   90,987   90,730
Tier 2   24,448   26,088   23,812
Total Capital   119,109   117,074   114,542
             
Risk-weighted assets            
Credit risk   559,555   556,824   540,165
Credit, market and operational risk   743,422   754,412   707,392
             
Credit risk ratios:            
CET1 (%)   15.25   14.58   15.12
Tier 1 (%)   16.92   16.34   16.80
Tier 2 (%)   4.37   4.69   4.41
Capitalization ratio (%)   21.29   21.03   21.20
             
Total capital ratios:            
CET1 (%)   11.48   10.76   11.55
Tier 1 (%)   12.73   12.06   12.83
Tier 2 (%)   3.29   3.46   3.37
Capitalization ratio (%)   16.02   15.52   16.19

 

Banco Santander México’s capital ratio at the end of 3Q18 was 16.02%, compared to 16.19% and 15.52% at the end of 3Q17 and 2Q18, respectively. The 16.02% capital ratio was comprised of 11.48% of fundamental capital (CET1), 1.25% additional capital (AT1) and 3.29% complementary capital (Tier 2).

 

During the quarter we issued a 10-year Tier 2 subordinated preferred capital note for a total of 1.3 billion dollars. The Bank’s parent company purchased 75% of the issuance. This transaction, was the first international issuance after the Mexican presidential elections, showed strong demand that allowed us to obtain an adequate pricing for our capital base.

 

Simultaneously, the Bank announced a cash tender offer for outstanding Tier 2 subordinated preferred capital notes due 2024. Existing holders tendered 94.07% of the existing notes.

 

Both offers were announced during the quarter, but their settlement date was on October 1, 2018.

 

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As of August 2018, Banco Santander México was classified in Category 1, in accordance with Article 134 bis of the Mexican Banking Law, and remains in this category per the preliminary results dated September 30, 2018, which is the most recent available analysis.

 

Liquidity coverage ratio (LCR)

 

Pursuant to the regulatory requirements of Banxico and the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, or “CNBV”), the average Liquidity Coverage Ratio (LCR or CCL by its Spanish acronym) for 3Q18 was 141.45%, compared to 149.26% in 3Q17 and 166.89% in 2Q18. (Please refer to note 24 of this report).

 

Leverage ratio

 

In accordance with CNBV regulatory requirements, effective June 14th, 2016, the leverage ratio for September 2018 was 7.10%, 6.89% for June 2018, 7.37% for March 2018, 7.03% for December 2017 and 7.63% for September 2017.

 

This ratio is based on regulatory guidelines established in the following way: the result of dividing the core capital of conformity with Article 2 Bis 6 (CUB) between adjusted assets in conformity with Article 1, II (CUB).

 

 

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RELEVANT EVENTS, TRANSACTIONS AND ACTIVITIES

 

Relevant Events

 

Change of corporate name

 

On October 10, 2018, a modification in the Bank’s corporate name was duly approved such that, from that date, the Bank will be called Banco Santander México, S, A., Institución de Banca Múltiple, Grupo Financiero Santander México. The modification consisted of eliminating the parentheses around the word Mexico.

 

Settlement of Tier 2 Notes due 2028 in the amount of U.S.$1.3 billion

 

On October 1, 2018,, Banco Santander México announced the settlement of its 5.950% Tier 2 subordinated preferred capital notes due 2028 (the "Notes") for a total of U.S.$1.3 billion, meeting the capital requirements under Basel III criteria for complementary capital/Tier 2. Banco Santander, S.A. (Spain), the parent company of Banco Santander México, purchased U.S.$975 million, or 75%, of these Notes.

 

The Notes were offered in the United States of America through a private placement to qualified institutional buyers, in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and outside the United States America, in accordance with Regulation S under the Securities Act.

 

Expiration of cash tender offer for Tier 2 Notes due 2024

 

On September 26, 2018, Banco Santander México announced the expiration of its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 5.95% Tier 2 subordinated preferred capital notes due 2024 (the “2024 Notes”).

 

Approximately U.S.$1,221,907,000 in aggregate principal amount of the 2024 Notes subject to the Tender Offer were validly tendered and not validly withdrawn on September 26, 2018, and an additional U.S.$1,000,000 in aggregate principal amount of the 2024 Notes were submitted pursuant to Notice of Guaranteed Delivery procedures.

 

Banco Santander México settled the 2024 Notes on October 1, 2018.

 

Extraordinary General Shareholders’ Meeting

 

On September 10, 2018, Banco Santander México held an Extraordinary General Shareholders’ Meeting where, among other matters, shareholders acknowledged that, on October 26, 2011, the Bank’s Board of Directors approved a limit for the issuance of up to $6.5 billion U.S. dollars of debt.

 

Further, the shareholders approved a resolution authorizing the Bank to issue subordinated preferred debt that qualified as complementary capital (Tier 2 capital) under capitalization rules in Mexico. The debt would be issued in accordance with the requirements of Annex 1-S and other applicable provisions of the General Provisions Applicable to Credit Institutions (las Disposiciones de Carácter General Aplicables a las Instituciones de Crédito), and with the Circular 3/2012 of Banco de México, and might be issued in Mexico and/or abroad for up to $1.3 billion U.S. dollars or the equivalent in pesos.

 

Special Shareholders’ Meeting

 

On July 24, 2018, Banco Santander México held a Special Shareholders’ Meeting and approved members who comprise the Board of Directors listed below:

 

Series “F” Non Independent Directors  
Marcos Alejandro Martínez Gavica Chairman
Héctor Blas Grisi Checa Director
Rodrigo Echenique Gordillo Director
Francisco Javier García-Carranza Benjumea Director
Rodrigo Brand de Lara Alternate Director
Ángel Rivera Congosto Alternate Director
Didier Mena Campos Alternate Director
Series “F” Independent Directors  
Guillermo Güemez García Director
Guillermo Jorge Quiroz Abed Director

 

 29

 

 

 

Juan Ignacio Gallardo Thurlow Alternate Director
Eduardo Carredano Fernández Alternate Director
Gina Lorenza Diez Barroso Azcárraga Alternate Director
Series “B” Independent Directors  
Antonio Purón Mier y Terán Director
Fernando Benjamín Ruíz Sahagún Director
Alberto Torrado Martínez Director
Joaquín Vargas Guajardo Director
Jesús Federico Reyes Heroles González Garza Alternate Director
Enrique Krauze Kleinbort Alternate Director
Guillermo Francisco Vogel Hinojosa Alternate Director
María de Lourdes Melgar Palacios Alternate Director

 

Relevant Activities

 

New Transactional Electronic Banking platform for companies

 

On October 9, 2018, Banco Santander Mexico announced the launch of its new Transactional Electronic Banking platform for companies. This platform offers enhanced safety and simpler and optimized processes to improve the experience of customers in the SME, Middle Market, Institutions, and Corporate & Investment Banking segments.

 

Launch of digital loans for SMEs

 

On September 27, 2018, Banco Santander Mexico launched two new types of digital loans for SMEs that offer attractive terms, and that are available through two products: Crédito Simple and Crédito Ágil. With this, the Bank has accelerated the approval process for SME customers to 60 minutes from 48 hours, and plans to grant loans of up to Ps.2,800 million.

 

Opening of Sucursal Ágil, a new branch model

 

On September 17, 2018, Banco Santander Mexico announced the launch of Sucursal Ágil, a new branch concept which aims to be a comprehensive service center for processing large quantities of money and operational transactions to improve the customer experience and reducing overcrowding in branches.

 

New option for Super Wallet allows easy payments with reward points

 

On September 12, 2018, Banco Santander Mexico launched new and simple functionality for Super Wallet that allows customers to redeem reward points and make purchases with them.

 

Alliance with Peugeot Mexico’s car brand

 

On August 23, 2018, Banco Santander México, as part of its Super Auto initiative, announced an alliance with Peugeot Mexico’s car brand, becoming the main financial partner in granting automotive loans to the brand’s customers. This commercial offer includes a convenient initial deposit, no penalty for advance payments, fixed interest rates, terms up to 72 months, direct debit payments and a minimum requirements contract.

 

Launch of Súper Auto loan

 

On August 15, 2018, Banco Santander México, as part of its strategic plan, launched Súper Auto, a loan for purchasing cars and motorcycles at competitive rates, which targets individuals (customers and non-customers). Through this product, the Bank enters automotive financing with a platform for origination and quotation that is 100% digital, making it distinct from other products in the market.

 

Solicitud Contrato Agro for retailers and agribusiness

 

On August 9, 2018, Banco Santander México announced the launch of Solicitud Contrato Agro, a contract for food retailers and agribusinesses. It improves the formalization of processes and promotes food retail and agricultural loans in the SME segment.

 

 30

 

 

 

Relevant Transactions

 

Structuring agent in loan refinancing for Operadora de Infraestructura Especializada de Guanajuato (OIEGSA)

 

Banco Santander México participated as structuring agent in a loan refinancing for Operadora de Infraestructura Especializada de Guanajuato (OIEGSA). The Bank contributed Ps.1,496 million out of a total loan of Ps.6,530 million. The loan has a 15-year term and a variable rate.

 

SUSTAINABILITY AND SOCIAL RESPONSIBILITY

 

More than 500 homes delivered to victims of earthquakes in Mexico

 

As of the third quarter, Banco Santander México, along with the civil associations Fideicomiso Provivah and Reforestamos México, had delivered more than 500 homes and restored nine classrooms, benefiting approximately 5,800 victims of last year’s earthquakes in México. These charitable actions were undertaken as part of initiatives implemented to help people with the rebuilding and construction of their homes in the six states of the country most affected by the earthquakes.

 

XIII Santander’s Award for Business Innovation Edition

 

On September 13, 2018, Banco Santander México celebrated the XIII Santander’s Award for Business Innovation Edition, which had a total of 1,326 registered projects from public and private universities throughout México. The initiative is supported by the Ministry of Public Education and the leading Mexican business sector organization (Consejo Coordinador Empresarial), among other associations and institutions of higher education. All of these organizations collaborate through Universia and Santander Universidades programs, which are part of the Bank's social commitment.

 

ISO 14001 environmental re-certification, 2015 version

 

On August 10, 2018, Banco Santander México achieved environmental re-certification under the international standard ISO 14001: 2015, which it has been held since 2004. The certification is issued by the Spanish Association for Standardization and Certification Company (AENOR) reflects full adherence to the ISO 14001: 2015 standard, and recognizes the Bank's Environmental Management System (EMS). The Bank’s main buildings in the state of Querétaro received this certification in 2018, in addition to the re-certification of the corporate building in Santa Fe, Mexico City.

 

For more information on Banco Santander México – Sustainable and Socially Responsible Company: https://servicios.santander.com.mx/comprometidos/

 

 31

 

 

CREDIT RATINGS

 

On August 14, 2018, Fitch Ratings updated its full report of Banco Santander México.

 

On July 23, 2018, Fitch Ratings affirmed all Banco Santander México ratings. The rating outlook is stable. On the same date, Fitch Ratings affirmed Santander Consumo ratings.

 

Banco Santander México Fitch Ratings   Moody’s
Global scale      
Foreign currency      
Long term BBB+   A3
       
Short term F2   P-2
       
Local currency      
Long term BBB+   A3
       
Short Term F2   P-2
       
National scale      
Long term AAA(mex)   Aaa.mx
       
Short Term F1+(mex)   Mx-1
       
Rating viability (VR) bbb+   N/A
       
Support 2   N/A
       
Counterparty risk Assessments  (CR)      
Long Term N/A   A2 (cr)
     
Short Term N/A   P-1 (cr)
       
Standalone BCA N/A   baa2
       
Standalone Adjusted BCA N/A   baa1
       
Outlook Stable   Stable
       
International Issuances      
       
Tier 2 Subordinated Capital Notes due 2024 BBB-   Baa3
     
Long-term senior unsecured global notes due 2022 BBB+   A3
       
Last publication: 14-Aug-18   4-Jun-18
       
Perpetual Subordinated Non-Preferred Contingent Convertible Additional Tier 1 Capital Notes (AT1)      
Global Scale      
Foreign currency      
Long term BB   Ba1 (hyb)
Local currency      
Long term N/A   Ba1(hyb)
National scale      
Long term N/A   A1.mx (hyb)
       
Last publication: 14-Aug-18   4-Jun-18

 

 32

 

 

  

     Santander Consumo Fitch Ratings    
National Scale      
Long term AAA (mex)    
       
Short Term F1+ (mex)    
       
Outlook Stable    
       
Last publication: 14-Aug-18    

 

Notes:

 

§ BCA = Baseline Credit Assessment

§ SR = Support Rating

§ VR = Viability Rating

§ SCP = Standalone Credit Profile

§ CR= Counterparty Risk Assessments

N/A = Not applicable

 

 

 

 33

 

 

 

3Q18 EARNINGS CALL DIAL-IN INFORMATION

 

Date:                              Wednesday, October, 31st, 2018
Time:                              8:00 a.m. (MCT); 10:00 a.m. (US ET)
Dial-in Numbers:            1-877-407-4018 US & Canada 1-201-689-8471 International & Mexico
Access Code:                 Please ask for Santander México Earnings Call
Webcast:                        http://public.viavid.com/index.php?id=131540
Replay:                           Starting: Wednesday, October 31st, 2018 at 1:00 p.m. (US ET)
                                       Ending: Wednesday, November 7th, 2018 at 11:59 p.m. (US ET)
                                       ET Dial-in number: 1-844-512-2921 US & Canada; 1-412-317-6671 International & Mexico Access Code: 13683705

 

ANALYST COVERAGE

 

Actinver, Bank of America Merrill Lynch, Barclays, BBVA, Bradesco, Brasil Plural, Banco BTG Pactual, Citi, Credit Suisse, GBM, Goldman Sachs, HSBC, Invex, Itaú, JP Morgan, Morgan Stanley, Nau Securities, Scotiabank, Signum Research and UBS.

 

Santander México is covered by the aforementioned analysts. Please note that any opinions, estimates or forecasts regarding the performance of Santander México issued by these analysts reflect their own views, and therefore do not represent the opinions, estimates or forecasts of Santander México or its management. Although Santander México may refer to or distribute such statements, this does not imply that Santander México agrees with or endorses any information, conclusions or recommendations included therein.

 

DEFINITION OF RATIOS

 

ROAE: Annualized net income divided by average equity

 

Efficiency: Annualized administrative and promotional expenses divided by annualized gross operating income (before administrative and promotional expenses and allowances).

 

Recurrency: Annualized net fees divided by annualized administrative and promotional expenses (net of amortizations and depreciations).

 

NIM: Financial margin divided by daily average interest earnings assets.

 

Cost of risk: Annualized provisions for loan losses divided by average loan portfolio

 

Note:

Annualized figures consider

·Quarterly ratio = 3Q18x4

·Average figures are calculated using 3Q17 and 3Q18

 

 34

 

 

ABOUT BANCO SANTANDER MÉXICO (NYSE: BSMX; BMV: BSMX)

 

Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México (Banco Santander México), one of Mexico’s leading banking institutions, provides a wide range of financial and related services, including retail and commercial banking, financial advisory and other related investment activities. Banco Santander México offers a multichannel financial services platform focused on mid- to high-income individuals and small- to medium-sized enterprises, while also providing integrated financial services to larger multinational companies in Mexico. As of September 30, 2018, Banco Santander México had total assets of Ps.1,375 billion under Mexican Banking GAAP and more than 16.4 million customers. Headquartered in Mexico City, the Company operates 1,385 branches and offices nationwide and has a total of 18,629 employees.

 

We, the undersigned under oath to tell the truth declare that, in the area of our corresponding functions, we prepared the information of Banco Santander México contained in this quarterly report, which to the best of our knowledge reasonably reflects its situation.

 

HÉCTOR B. GRISI CHECA   DIDIER MENA CAMPOS
Executive President and Chief Executive Officer   Chief Financial Officer
     
EMILIO DE EUSEBIO SAIZ JUAN CARLOS GARCÍA CONTRERAS JUAN RAMÓN JIMÉNEZ LORENZO
Deputy General Director Financial Accounting and Control Executive Director Financial Controller Chief Audit Executive
     

The financial information presented in this report has been obtained from the non-audited financial statements prepared in accordance with accounting principles and regulations prescribed by the CNBV applicable to Credit Institution which are subject to the supervision of the CNBV on accounting procedures, published in the Federal Official Gazette on January 31st, 2011. The exchange rate used to convert foreign currency transactions US$ to Mexican pesos is Ps.18.7231. 

 

 

INVESTOR RELATIONS CONTACT

 

Héctor Chávez Lopez – Managing Director - IRO

+ 52 (55) 5269-1925

[email protected]

 

Investor Relations Team

[email protected]

 

www.santander.com.mx

 

 35

 

 

LEGAL DISCLAIMER

 

Banco Santander México cautions that this presentation may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements could be found in various places throughout this presentation and include, without limitation, statements regarding our intent, belief, targets or current expectations in connection with: asset growth and sources of funding; growth of our fee-based business; expansion of our distribution network; financing plans; competition; impact of regulation and the interpretation thereof; action to modify or revoke our banking license; exposure to market risks including interest rate risk, foreign exchange risk and equity price risk; exposure to credit risks including credit default risk and settlement risk; projected capital expenditures; capitalization requirements and level of reserves; investment in our information technology platform; liquidity; trends affecting the economy generally; and trends affecting our financial condition and our results of operations. While these forward-looking statements represent our judgment and future expectations concerning the development of our business, many important factors could cause actual results to differ substantially from those anticipated in forward-looking statements. These factors include, among other things: changes in capital markets in general that may affect policies or attitudes towards lending to Mexico or Mexican companies; changes in economic conditions, in Mexico in particular, in the United States or globally; the monetary, foreign exchange and interest rate policies of the Mexican Central Bank (Banco de México); inflation; deflation; unemployment; unanticipated turbulence in interest rates; movements in foreign exchange rates; movements in equity prices or other rates or prices; changes in Mexican and foreign policies, legislation and regulations; changes in requirements to make contributions to, for the receipt of support from programs organized by or requiring deposits to be made or assessments observed or imposed by, the Mexican government; changes in taxes and tax laws; competition, changes in competition and pricing environments; our inability to hedge certain risks economically; economic conditions that affect consumer spending and the ability of customers to comply with obligations; the adequacy of allowance for impairment losses and other losses; increased default by borrowers; our inability to successfully and effectively integrate acquisitions or to evaluate risks arising from asset acquisitions; technological changes; changes in consumer spending and saving habits; increased costs; unanticipated increases in financing and other costs or the inability to obtain additional debt or equity financing on attractive terms; changes in, or failure to comply with, banking regulations or their interpretation; and certain other risk factors included in our annual report on Form 20-F. The risk factors and other key factors that we have indicated in our past and future filings and reports, including those with the U.S. Securities and Exchange Commission, could adversely affect our business and financial performance. The words “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “forecast” and similar words are intended to identify forward-looking statements. You should not place undue reliance on such statements, which speak only as of the date they were made. We undertake no obligation to update publicly or to revise any forward-looking statements after we distribute this presentation because of new information, future events or other factors. In light of the risks and uncertainties described above, the future events and circumstances discussed herein might not occur and are not guarantees of future performance.

 

Note: The information contained in this presentation is not audited. Nevertheless, the consolidated accounts are prepared on the basis of the accounting principles and regulations prescribed by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) for credit institutions, as amended (Mexican Banking GAAP). All figures presented are in millions of Mexican pesos, unless otherwise indicated. Historical figures are not adjusted by inflation.

 

 36

 

 

CONSOLIDATED FINANCIAL STATEMENTS

 

Banco Santander México

 

§ Consolidated balance sheet

§ Consolidated income statement

§ Consolidated statement of changes in total equity

§ Consolidated statement of cash flows

 

The information contained in this report and the financial statements of the Bank subsidiaries may be consulted on the Internet website: www.santander.com.mx or through the following direct access:

http://www.santander.com.mx/ir/english/financial/quarterly.html

 

There is also information on Santander México on the CNBV website: https://www.gob.mx/cnbv

 

 37

 

 

 

Consolidated balance sheet                
Million pesos                
  2018   2017
  Sep Jun Mar   Dec Sep Jun Mar
Assets                
Funds available 71,557 114,978 89,137   87,409 92,316 82,197 94,473
Margin accounts 2,444 3,767 2,812   2,708 3,036 3,603 2,741
Investment in securities 338,954 288,369 275,640   325,369 302,720 285,339 321,258
Trading securities 142,546 142,468 102,458   149,089 133,101 121,481 169,957
Securities available for sale 185,609 135,176 162,526   165,688 159,049 152,472 139,987
Securities held to maturity 10,799 10,725 10,656   10,592 10,570 11,386 11,314
Debtors under sale and repurchase agreements 31,850 44,757 38,500   5,472 5,547 24,786 4,930
                 
Derivatives 153,190 174,983 149,144   181,667 138,851 140,887 155,764
Trading purposes 142,445 158,658 137,593   166,551 124,599 126,019 141,125
Hedging purposes 10,745 16,325 11,551   15,116 14,252 14,868 14,639
Valuation adjustment for hedged financial assets (10) (11) (4)   (36) 0 3 (16)
Performing loan portfolio                
Commercial loans 426,351 402,745 386,451   375,177 374,587 354,992 351,639
Commercial or business activity 344,354 332,930 323,025   309,341 306,686 294,325 287,596
Financial entities loans 17,274 13,567 13,437   16,550 13,951 10,931 13,894
Government entities loans 64,723 56,248 49,989   49,286 53,950 49,736 50,149
Consumer loans 105,232 104,354 102,715   102,070 101,077 98,826 96,064
Mortgage loans 132,569 129,103 126,484   124,952 123,731 122,601 123,071
Medium and residential 116,915 113,520 111,257   110,283 109,174 107,762 107,650
Social interest 63 72 83   93 105 118 134
Credits acquired from INFONAVIT or FOVISSSTE 15,591 15,511 15,144   14,576 14,452 14,721 15,287
Total performing loan portfolio 664,152 636,202 615,650   602,199 599,395 576,419 570,774
Non-performing loan portfolio                
Commercial loans 5,763 5,594 5,327   5,338 4,195 4,541 5,593
Commercial or business activity 5,763 5,594 5,327   5,338 4,195 4,541 5,593
Consumer loans 4,239 4,446 4,156   4,794 4,519 4,171 3,850
Mortgage loans 5,966 6,009 5,866   5,540 5,153 4,779 4,494
Medium and residential 4,797 4,922 4,897   4,762 4,376 4,032 3,763
Social interest 12 14 15   18 18 18 17
Credits acquired from INFONAVIT or FOVISSSTE 1,157 1,073 954   760 759 729 714
Total non-performing portfolio 15,968 16,049 15,349   15,672 13,867 13,491 13,937
Total loan portfolio 680,120 652,251 630,999   617,871 613,262 589,910 584,711
Allowance for loan losses (20,375) (20,027) (19,874)   (20,051) (20,441) (20,194) (19,899)
Loan portfolio (net) 659,745 632,224 611,125   597,820 592,821 569,716 564,812
Accrued income receivable from securitization transactions 125 123 123   121 119 117 118
Other receivables (net) 83,641 85,393 87,424   87,562 68,245 69,292 91,223
Foreclosed assets (net) 291 332 455   472 520 464 482
Property, furniture and fixtures (net) 6,709 6,426 6,360   6,498 5,677 5,598 5,582
Long-term investment in shares 90 90 91   91 91 90 125
Deferred taxes and deferred profit sharing (net) 18,672 19,187 19,561   20,050 18,086 19,180 19,164
Deferred charges, advance payments and intangibles 7,990 7,948 7,837   7,740 7,003 6,891 6,684
Other 46 45 44   44 49 48 48
Total assets 1,375,294 1,378,611 1,288,249   1,322,987 1,235,081 1,208,211 1,267,388

 

 38

 

 

 

Consolidated balance sheet                
Million pesos                
  2018   2017
  Sep Jun Mar   Dec Sep Jun Mar
Liabilities                
                 
Deposits 727,316 746,850 711,217   692,967 670,681 663,062 640,064
Demand deposits 446,484 467,485 444,728   433,128 429,200 427,079 413,960
Time deposits – general public 176,426 177,424 172,341   162,465 158,369 156,315 141,177
Time deposits – money market 55,999 52,043 46,832   51,044 37,982 33,334 38,255
Credit instruments issued 47,173 48,732 46,117   45,113 44,040 45,269 45,615
Global Account uptake without movements 1,234 1,166 1,199   1,217 1,090 1,065 1,057
                 
Bank and other loans 43,171 40,674 39,259   40,055 49,510 79,599 57,192
Demand loans 2,035 590 656   1,520 4,440 30,024 2,643
Short-term loans 13,226 10,733 10,208   11,946 17,665 25,591 26,924
Long-term loans 27,910 29,351 28,395   26,589 27,405 23,984 27,625
                 
Creditors under sale and repurchase agreements 157,528 94,087 101,085   110,149 121,012 75,301 142,449
                 
Securities Lending 1 1 1   1 0 1 0
                 
Collateral sold or pledged as guarantee 21,088 31,492 23,084   21,132 16,767 18,276 22,770
                 
Repurchase 1,597 1,911 0   0 0 0 4,176
Securities loans 19,491 29,581 23,084   21,132 16,767 18,276 18,594
                 
Derivatives 146,717 167,278 148,910   184,461 135,138 139,043 153,741
Trading purposes 140,136 157,948 140,586   173,390 127,371 133,972 148,410
Hedging purposes 6,581 9,330 8,324   11,071 7,767 5,071 5,331
                 
Other payables 117,943 139,354 109,159   121,914 91,387 86,475 103,956
Income taxes payable 28 9 5   33 10 7 3
Employee profit sharing payable 211 154 334   273 205 143 308
Creditors from settlement of transactions 45,251 50,195 38,803   48,130 35,606 35,971 48,710
Payable for cash collateral received 37,216 40,235 29,572   45,024 26,196 24,708 30,107
Sundry creditors and other payables 35,237 48,761 40,445   28,454 29,370 25,646 24,828
                 
Subordinated credit notes 33,791 35,914 32,958   35,865 32,753 32,920 33,888
                 
Deferred revenues and other advances 354 441 444   238 487 668 741
                 
Total liabilities 1,247,909 1,256,091 1,166,117   1,206,782 1,117,735 1,095,345 1,154,801
                 
Paid-in capital 34,824 35,291 35,311   34,798 34,798 34,798 34,798
Capital stock 29,799 29,799 29,799   11,348 11,348 11,348 11,348
Share premium 5,025 5,492 5,512   23,450 23,450 23,450 23,450
                 
Other capital 92,561 87,229 86,821   81,407 82,548 78,068 77,789
Capital reserves 22,315 22,315 9,515   9,515 9,515 9,515 9,515
Retained earnings 55,864 56,014 73,238   55,205 60,022 60,035 64,433
Result from valuation of available for sale securities, net (774) (1,174) (689)   (1,353) (540) (1,277) (1,572)
Result from valuation of cash flow hedge instruments, net 40 41 (73)   321 327 663 889
Cumulative effect of conversion 9 9 9   9 9 9 9
Adjustment employees pension fund 84 91 43   35 (8) (22) (18)
Net income 14,994 9,898 4,727   17,645 13,164 9,086 4,475
Non-controlling interest 29 35 51   30 59 59 58
Total stockholders’ equity 127,385 122,520 122,132   116,205 117,346 112,866 112,587
                 
Total liabilities and stockholders´ equity 1,375,294 1,378,611 1,288,249   1,322,987 1,235,081 1,208,211 1,267,388

 

 39

 

 

 

Consolidated balance sheet
Million pesos                
  2018   2017
  Sep Jun Mar   Dec Sep Jun Mar
                 
Memorandum accounts                
                 
Contingent assets and liabilities 61 65 68   65 40 29 25
Credit commitments 222,065 226,035 200,183   215,461 193,570 190,059 195,198
Assets in trust or under mandate 166,366 169,543 162,435   162,867 162,525 158,953 154,538
Trusts 165,123 168,089 161,095   161,706 162,390 158,778 154,363
Mandates 1,243 1,454 1,340   1,161 135 175 175
Assets in custody or under administration 2,381,418 3,209,606 3,280,074   3,219,980 3,261,514 3,140,438 2,908,188
Collateral received 122,316 133,931 129,060   76,618 65,735 134,576 134,814
Collateral received and sold or pledged as guarantee 68,652 57,487 64,647   46,221 38,371 86,291 111,183
Investment banking transactions for third parties (net) 29,028 58,533 86,567   130,240 231,569 276,475 200,428
Uncollected interest earned on past due loan portfolio 883 875 831   799 786 725 1,636
Other record accounts 1,608,264 1,602,318 1,528,317   1,621,209 1,473,626 1,399,631 1,376,591
                 
   4,599,053 5,458,393 5,452,182   5,473,460 5,427,736 5,387,177 5,082,601

 

These consolidated financial statements were approved by the Board of Directors and signed on its behalf by

 

HÉCTOR B. GRISI CHECA   DIDIER MENA CAMPOS
Executive President and Chief Executive Officer   Chief Financial Officer
     
EMILIO DE EUSEBIO SAIZ JUAN CARLOS GARCÍA CONTRERAS JUAN RAMÓN JIMÉNEZ LORENZO
Deputy General Director Financial Accounting and Control Executive Director Financial Controller Chief Audit Executive
     

The accompanying notes are part of these consolidated financial statements

 

www.santander.com.mx

 

 

 40

 

 

  

Consolidated income statement
Million pesos                    
    2018   2017
  9M 3Q 2Q 1Q   9M 4Q 3Q 2Q 1Q
Interest income 82,333 28,828 27,517 25,988   71,818 25,415 24,911 24,174 22,733
Interest expense (37,128) (13,033) (12,722) (11,373)   (30,650) (11,568) (10,669) (10,668) (9,313)
Net interest income 45,205 15,795 14,795 14,615   41,168 13,847 14,242 13,506 13,420
                     
Provisions for loan losses (15,076) (5,463) (4,667) (4,946)   (15,978) (5,431) (5,603) (5,241) (5,134)
Net interest income after provisions for loan losses 30,129 10,332 10,128 9,669   25,190 8,416 8,639 8,265 8,286
                     
Commission and fee income 17,198 5,659 6,049 5,490   15,621 5,398 5,226 5,333 5,062
Commission and fee expense (4,596) (1,388) (1,787) (1,421)   (3,921) (1,465) (1,292) (1,330) (1,299)
Net gain (loss) on financial assets and liabilities 2,180 843 1,049 288   2,359 614 311 1,069 979
Other operating income 570 134 244 192   623 422 239 355 29
Administrative and promotional expenses (26,066) (9,003) (8,845) (8,218)   (23,029) (8,186) (7,898) (7,806) (7,325)
Operating income 19,415 6,577 6,838 6,000   16,843 5,199 5,225 5,886 5,732
                     
Current income taxes (3,581) (1,258) (1,332) (991)   (1,898) (2,318) (172) (1,245) (481)
Deferred income taxes (net) (840) (223) (335) (282)   (1,781) 1,600 (975) (30) (776)
                     
Net income 14,994 5,096 5,171 4,727   13,164 4,481 4,078 4,611 4,475

 

These consolidated financial statements were approved by the Board of Directors and signed on its behalf by

 

HÉCTOR B. GRISI CHECA   DIDIER MENA CAMPOS
Executive President and Chief Executive Officer   Chief Financial Officer
     
EMILIO DE EUSEBIO SAIZ JUAN CARLOS GARCÍA CONTRERAS JUAN RAMÓN JIMÉNEZ LORENZO
Deputy General Director Financial Accounting and Control Executive Director Financial Controller Chief Audit Executive
     

The accompanying notes are part of these consolidated financial statements

 

www.santander.com.mx

 

 41

 

 

  Consolidated statements of changes in total equity
From January 1st to September 30th, 2018                          
Million pesos                          
    Paid-in capital   Other capital          
CONCEPT   Capital stock Additional paid-in capital   Capital reserves Retained earnings Result from valuation of securities available for sale, net Result from the valuation of cash flow hedge instruments Cumulative effect from conversion Measurement defined benefit employees Net income   Non-controlling interest   Total stockholders' equity
                               
BALANCE AS OF DECEMBER 31st, 2017 11,348 23,450   9,515 55,205 (1,353) 321 9 35 17,645   30   116,205
MOVEMENTS INHERENT TO THE  SHAREHOLDERS' DECISIONS                            
Transfer of prior year's net income         17,645         (17,645)       0
Capitalization premium on sale of shares   18,451 (18,451)                       0
Dividends declared           (4,279)                 (4,279)
TOTAL   18,451 (18,451)   0 13,366 0 0 0 0 (17,645)   0   (4,279)
MOVEMENTS INHERENT TO THE RECOGNITION OF  THE COMPREHENSIVE INCOME                            
Result from valuation of available for sale securities, net           579               579
Result from valuation of cash flow hedge instruments, net             (281)             (281)
Reserve for purchase of Treasury shares       12,800 (12,800)                 0
Recognition of share-based payments   351     (42)                 309
Shares held by treasury   (325)                       (325)
Interest on Subordinated debentures Perpetual Non-Preferred Contingent Convertible         (441)                 (441)
Employee defined benefit measures                 49         49
Result from sale of custody business         595                 595
Result from the sale of subsidiaries         (19)                 (19)
Net income                   14,994   (1)   14,993
                             
                               
TOTAL   0 26   12,800 (12,707) 579 (281) 0 49 14,994   (1)   15,459
                               
BALANCE AS OF SEPTEMBER 30th, 2018   29,799 5,025   22,315 55,864 (774) 40 9 84 14,994   29   127,385
                               
                                 

 42

 

 

 

These consolidated financial statements were approved by the Board of Directors and signed on its behalf by.

 

HÉCTOR B. GRISI CHECA   DIDIER MENA CAMPOS
Executive President and Chief Executive Officer   Chief Financial Officer
     
EMILIO DE EUSEBIO SAIZ JUAN CARLOS GARCÍA CONTRERAS JUAN RAMÓN JIMÉNEZ LORENZO
Deputy General Director Financial Accounting and Control Executive Director Financial Controller Chief Audit Executive
     

The accompanying notes are part of these consolidated financial statements

 

www.santander.com.mx

 

 43

 

 

Consolidated statement of cash flows    
From January 1 to September 30th, 2018    
Million pesos    
     
OPERATING ACTIVITIES    
Net income   14,994
Adjustment for line items that do not require cash flows    
Result from valuation associated with operating activities (867)  
Depreciation of property, furniture and fixtures 800  
Amortizations of intangible assets 1,341  
Recognition of share-based payments 351  
Current and deferred income taxes 4,421  
Deferred employee profit sharing (1)  
Provisions 473  
Amortizations of debt issuance expenses 12 6,530
    21,524
OPERATING ACTIVITIES    
Margin accounts   263
Investment in securities   (22,540)
Debtors under sale and repurchase agreements   (26,378)
Derivatives-asset   27,154
Loan portfolio-net   (62,326)
Accrued income receivable from securitization transactions   (4)
Foreclosed assets   180
Other operating assets   6,954
Deposits   34,860
Bank and other loans   3,115
Creditors under sale and repurchase agreements   47,379
Collateral sold or pledged as guarantee   (44)
Derivatives-liability   (27,154)
Other operating liabilities   (2,805)
Payments of income taxes   (6,283)
Net cash provided by (used in) operating activities   (6,105)
     
INVESTING ACTIVITIES    
Proceeds from disposal of property, furniture and fixtures   8
Payments for acquisition of property, furniture and fixtures   (1,015)
Proceeds from disposal of other long-lived assets   764
Payments for acquisition of intangible assets   (1,760)
     
Net cash provided by (used in) investing activities   (2,003)
     
FINANCING ACTIVITIES    
Cash payment of dividends   (6,101)
Payments associated with subordinated capital notes   (441)
Payments from associated for purchase of treasury shares   (325)
     
Net cash used in financing activities   (6,867)
     
Net decrease in cash and cash equivalents   (14,975)
     
Adjustment to cash flows for changes in exchange rate   (877)
     
Funds available at the beginning of the year   87,409
     
Funds available at the end of the year   71,557
     

 

 44

 

 

 

These consolidated financial statements were approved by the Board of Directors and signed on its behalf by:

 

HÉCTOR B. GRISI CHECA   DIDIER MENA CAMPOS
Executive President and Chief Executive Officer   Chief Financial Officer
     
EMILIO DE EUSEBIO SAIZ JUAN CARLOS GARCÍA CONTRERAS JUAN RAMÓN JIMÉNEZ LORENZO
Deputy General Director Financial Accounting and Control Executive Director Financial Controller Chief Audit Executive
     

The accompanying notes are part of these consolidated financial statements

 

www.santander.com.mx

 

 45

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

§ Significant accounting policies

 

§ Earnings per share

 

§ Consolidated balance sheet and consolidated income statement by segment

 

§ Annex 1. Loan portfolio rating

 

§ Annex 2. Financial ratios according to CNBV

 

§ Notes to consolidated financial statements

 

The information contained in this report and the financial statements of the Bank subsidiaries may be consulted on the Internet website: www.santander.com.mx or through the following direct access:

http://www.santander.com.mx/ir/english/financial/quarterly.html

 

There is also information on Santander México on the CNBV website: https://www.gob.mx/cnbv

 

 46

 

 

Significant accounting policies

 

Changes in Accounting Criteria issued by the National Banking and Securities Commission in 2018

 

On December 27th, 2017, several amendments were published in the DOF to the Accounting Criteria issued by the CNBV. These modifications will be effective on January 1st, 2019.

 

The most relevant changes are mentioned as follows:

 

· Accounting Criteria B-6, Loan portfolio and Accounting Criteria D-2, Income Statement

 

The Accounting Criteria applicable to credit institutions are adjusted so that they can cancel, in the period in which they occur, the surpluses in the balance of the allowance for loan losses, as well as to recognize the recovery of credits previously cancelled against the item "Allowance for loan losses" in order to be consistent with international accounting standards established in International Financial Reporting Standards (IFRS).

 

Through a transitory provision, it is indicated that the institutions may choose to apply the aforementioned changes starting the following day after the date of its publication and shall notify the CNBV that such option is exercised, no later than 10 business days after the date in which the anticipated application of the aforementioned changes to the Accounting Criteria begin. As of September 30th, 2018, the Bank has not exercised this option.

 

· Accounting Criteria A-2, Application of particular rules

 

Several Mexican Financial Reporting Standards (MFRS) issued by the Mexican Financial Reporting Standards Board (CINIF by its acronym in Spanish) were incorporated to the Accounting Criteria of the CNBV, in order to be applicable to financial institutions.

 

The Bank is analyzing the effect that the adoption of the aforementioned MFRS will have on its financial information.

 

The MFRS that are now included in the Accounting Criteria are as follows:

 

MFRS B-17, Determination of fair value

 

It establishes the standards for the determination of fair value and related disclosure. It mentions that fair value must be determined by using assumptions that market participants would use when setting the price of an asset or a liability under current market conditions at certain date, including assumptions about the risk. It is established that should be considered the market in which it would take place for an asset or liability that is being valued, if it is monetary and if it is used in combination with other assets or on an independent basis; and the appropriate valuation technique(s) for determining their fair value, as well as maximizing the use of relevant observable inputs and minimizing unobservable inputs.

 

MFRS C-3, Accounts receivable

 

It establishes the valuation, presentation and disclosure standards for the initial and subsequent recognition of trade accounts receivable and other accounts receivable in the financial statements of an economic entity. It specifies that accounts receivable that are based on a contract represent a financial instrument.

 

MFRS C-9, Provisions, contingencies and commitments

 

It establishes the standards for valuation, presentation and disclosure of liabilities, provisions and commitments, reducing its scope by reallocating the item related to financial liabilities to the MFRS C-19, Financial instruments payable. The definition of liability was modified, eliminating the concept of "unconditional right to avoid" and including the term "probable".

 

MFRS C-16, Impairment of financial instruments receivable

 

It establishes the standards for valuation, recognition, presentation and disclosure of impairment losses on financial instruments receivable.

 

MFRS C-19, Financial instruments payable

 

It establishes the standards for valuation, presentation and disclosure for the initial and subsequent recognition of accounts payable, borrowings and other financial liabilities in the financial statements of an economic entity. The following concepts

 

 47

 

 

 

are introduced to value the financial liabilities: amortized cost and the effective interest method, which is determined based on the effective interest rate. Both the discounts and the costs of issuing a financial liability are deducted from the liability.

 

MFRS C-20, Financial instruments to collect principal and interest

 

It establishes the standards for valuation, presentation and disclosure for the initial and subsequent recognition of the financing instruments receivable in the financial statements of an economic entity that carries out financing activities. Discards the concept of intention when acquiring and holding the financial instruments (assets) to determine their classification. Adopts the concept of business model.

 

MFRS, D-1, Revenue from contracts with customers

 

It establishes the standards for valuation, presentation and disclosure of the income incurred to fulfill the contracts with clients. The most significant aspects are established for the revenue recognition through the transfer of control, identification of obligations to be fulfilled in a contract, assignment of the amount of the transaction and recognition of collection rights.

 

MFRS D-2, Costs for contracts with clients

 

It establishes the standards for valuation, presentation and disclosure of the costs that arise from contracts with clients. Additionally, it establishes the standards for the recognition of costs for contracts with customers, and incorporates the accounting treatment of the costs related to contracts for the construction and manufacture of capital goods, including costs related to customer contracts.

 

MFRS issued by the CINIF

 

The CINIF issued the MFRS D-5, Leases, which is effective in 2019. This MFRS introduces a unique model for the recognition of leases by the lessee and requires the leaseholder to recognize the assets and liabilities of all leases with a maturity of more than 12 months, unless the underlying asset is of low value. The lessee is required to recognize a right-of-use asset that represents its right to use the leased underlying asset and a lease liability that represents its obligation to make lease payments.

 

The Bank is analyzing the effect that this MFRS will have on the financial information, if applicable.

 

Improvements to MFRS 2018

 

Starting January 1st, 2018, the Bank prospectively adopted the following Improvements to the MFRS which were issued by the CINIF and were effective on the aforementioned date. These Improvements to the MFRS did not have a significant impact on the financial information presented by the Bank.

 

Improvements to the MFRS that generate accounting changes

 

MFRS B-2, Statement of Cash Flows

 

It is modified to incorporate the requirement of new disclosures about liabilities associated with financing activities.

 

MFRS B-10, Effects of inflation

 

The requirement of disclosures about the inflation percentages rates of the economic environment in which an entity operates is incorporated. In addition, it requires the percentage of accumulated inflation rates that were utilized to qualify the economic environment as inflationary or non-inflationary for the current year, the cumulative inflation rate of 3 years (including the two prior years and the current year. The aforementioned requirements will be useful to know the criteria of restatement for the following year.

 

MFRS C-6, Property, plant and equipment and MFRS C-8, Intangible assets

 

These standards are modified with the aim of clarifying the meaning of "consumption of future economic benefits of an asset". Additionally, it establishes that is not appropriate a method of depreciation of assets based on the amount of income associated with the use of these assets, because the income may be affected by factors other than the pattern of consumption of economic benefits of the asset.

 

 48

 

 

 

MFRS C-14, Transfer and derecognition of financial assets

 

It establishes that an entity must continue recognizing a transferred asset as it has continuous involvement with it, which must be subsequently recognized according to the applicable standards. The accounting recognition depends on type of asset and its related classification by the entity. However, within the same MFRS, it is mentioned that the fair value adjustments of transferred assets must be recognized in profit or loss, which causes an inconsistency. The CINIF decided to modify this MFRS to eliminate this inconsistency.

 

Improvements to the MFRS that do not generate accounting changes

 

MFRS B-7, Business acquisitions

 

It establishes that the contingent liabilities of the acquired business must be recognized, when it is probable that there will be an outflow of economic resources to settle such liabilities. However, the MFRS C-9, Provisions, contingencies and commitments establishes that contingent items should not be recognized because, by definition, their occurrence is more likely than probable, which seems to be an inconsistency. Therefore, the CINIF modified the wording of MFRS B-7, Business Acquisitions to clarify this inconsistency.

 

MFRS B-15, Translation of foreign currencies

 

It is indicated that valuations of assets, liabilities, stockholders' equity, income, costs and expenses are carried out in the functional currency, given that is the basis of the economy of the entity. The aforementioned approach is specified by this modification and avoid confusions.

 

MFRS C-3, Accounts receivable

 

It is clarified that this MFRS establishes only the valuation, presentation and disclosure standards for the initial and subsequent recognition of accounts receivable that do not accrue interest, whether the interest is explicit or implicit. Additionally, it specifies that accounts receivable that accrue interest or those without explicit interest, but that are long-term, are within the scope of MFRS C-20, Financial instruments to collect principal and interest.

 

Application of MFRS D-3, Employee benefits by the Bank

 

In January 2015, the CINIF issued several amendments to MFRS D-3, Employee Benefits that were effective as of January 1st, 2016. The main effects on the financial information of the Bank are the following:

 

·Discount rate for liabilities - Defined Benefits Obligation (DBO)

 

The discount rate to calculate the DBO will be determined by using the market rate of high-quality corporate bonds (in absolute terms), as long as there is a deep market for these bonds. Otherwise, the market rate of the bonds issued by the Federal Government must be used. In addition, it indicates the criteria to be followed to qualify corporate bonds as high-quality and what should be understood as a deep market.

 

·Recognition of the actuarial gain and losses

 

The use of the “corridor” approach is eliminated for the deferral of actuarial gains and losses.

 

The balance of cumulative actuarial gain or losses as of December 31st, 2015 is recognized in ORI in stockholders' equity and in liabilities as of January 1st, 2016.

 

Any actuarial gains and losses generated starting on January 1st, 2016 will be treated as remeasurements of employee defined benefits and will recognized in ORI within the stockholders' equity and in the liabilities.

 

·Recycling of the actuarial gain and losses

 

Actuarial gain and losses recognized in ORI within stockholders' equity must be recycled in the net profit or loss based on the Remaining Useful Life of the Plan (RULP).

 

·Expected return of plan assets

 

 49

 

 

 

The expected return on plan assets will be estimated with the discount rate of the DOB instead of the expected rate of return for those assets.

 

·Cap of the plan assets

 

A cap of the plan assets is established by means of determining a Maximum Obligation (MO) of the post-employment benefits, specifying that the excess of resources contributed by the entity does not qualify as plan assets, noting that only those plan assets will be considered those resources that are used to cover benefits to employees over the present value of the total, present and future, accrued and accrued benefits attributable to current employees. Any excess over MO is considered a restricted investment.

 

·Recognition in results of Modifications to the Plan, Reductions of Personnel and Anticipated Liquidations of Obligations.

 

In the post-employment benefits all the Labor Cost of the Past Service of the Modifications to the Plan, the Personnel Reductions and the gains or losses due to the Early Settlement of Obligations are immediately recognized in the net profit or loss.

 

Due to the enactment of the MFRS D-3 on December 31st, 2015, the CNBV issued transitory articles to the Provisions published in the DOF on November 9th, 2015.

 

These transitory articles establish that credit institutions may recognize the entire balance of plan amendments (past service) and the cumulative balance of the plan’s actuarial gains and losses that were not recognized by entities which used the “corridor” approach progressively, no later than December 31 of each year.

 

If the option of progressively applying the cumulative balance is selected, the recognition of such balances should begin in 2016, recognizing 20% in such year and another 20% in each of the subsequent years, until reaching 100% over a maximum five-year period. Credit institutions, which elect this option, must report their decision to the CNBV no later than January 31st, 2016.

 

The remeasurements of gains and losses from the defined benefits plan should be calculated on the total amount of the plan’s gains or losses; that is on the aggregate of the plan’s actuarial gains or losses of the period, and the cumulative balance of those plan’s actuarial gains or losses not recognized on the balance sheet of the credit institutions.

 

Similarly, if all or part of the residual effect is recognized before the established deadlines, the CNBV must be informed within the 30 calendar days following the date on which the respective accounting record is made. The entities may perform such recognition in advance, if at least 20% or the total residual amount is recognized in the respective year.

 

The Bank has opted for the progressive application of the balance of the Labor Cost of the Past Service of the Modifications to the Plan and of the accumulated balance of the Gains and Losses of the Plan not recognized as indicated above, in contrast to the provisions of the MFRS B-1, Accounting changes and corrections of errors issued by the CINIF. This decision was reported to the CNBV on January 26th, 2016.

 

In accordance with the foregoing, the initial effect of the application of MFRS D-3 originated by the accumulated balance of the Gains and Losses of the unrecognized Plan as of December 31, 2015 amounts to Ps.2,771 million. This amount will be recognized in ORI within the capital earned in the item "Remeasurement for defined benefits to employees" as of 2016, recording 20% of said accumulated balance in this year and an additional 20% in each of the subsequent years, until reaching 100% in a period of five-year period. This accumulated balance of actuarial losses not recognized at December 31st, 2015, will be recycled to the income statement for during the RULP, which fluctuates between 7 and 13 years depending on the respective benefit.

 

As of September 30th, 2018, the Bank recognized an increase of Ps.1,108 million in the area of liability denominated "Sundry creditors and other accounts payable" and a decrease in ORI within capital won in the category of "remeasurements defined benefit to employees " in connection with the application of the above option. This amount of Ps.1,108 million represents 40% of the accumulated balance of gains and losses not recognized Plan as of December 31, 2015.

 

Should that option not been applied, the Bank had recognized in the consolidated balance sheet as of September 30th, 2018, an increase in the area of liability denominated "Sundry creditors and other accounts payable" and a decrease in ORI within capital won in the category of "remeasurements defined benefit to employees" for Ps.2,771 million.

 

The Bank has refrained from applying the resulting comparative settings changes reformulation referred to in the MFRS B-1, Accounting Changes and Error Corrections considering that it is impractical to determine the amounts for periods prior to fiscal year 2017 and for the period from January 1st, 2018 to September 30th, 2018, as indicated in that MFRS.

 

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Earnings per ordinary share and earnings per diluted share
Million pesos, except shares and earnings per share                  
                           
      SEPTEMBER 2018   SEPTEMBER 2017   SEPTEMBER 2016
                           
        Shares Earnings     Shares Earnings     Shares Earnings
      Earnings   -weighted- per share   Earnings   -weighted- per share   Earnings   -weighted- per share
                           
                           
Earnings per share   14,994 6,776,856,201 2.21   13,164 80,855,403,803 0.16   11,157 80,855,403,803 0.14
 
                           
Treasury stock     10,138,156                  
                           
Diluted earnings per share   14,994 6,786,994,357 2.21   13,164 80,855,403,803 0.16   11,157 80,855,403,803 0.14
                           
Plus loss / less (profit):                        
                           
Discontinued operations                        
Continued fully diluted earnings per share   14,994 6,786,994,357 2.21   13,164 80,855,403,803 0.16   11,157 80,855,403,803 0.14
                           
                           
                           
Balance outstanding shares as of September 30th, 2018   6,776,266,479                    
                         

 

 

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Consolidated Balance Sheet by Segment        
Million pesos
  As of June 30tH, 2018   As of June 30th, 2017
  Retail Banking Corporate & Investment Banking Corporate Activities   Retail Banking Corporate & Investment Banking Corporate Activities
Assets              
Cash and due from banks 44,947 14,315 12,295   40,850 19,161 32,305
Margin Accounts 0 2,444 0   0 3,036 0
Investment in securities 0 139,650 199,304   0 130,775 171,945
Debtors under sale and repurchase agreements 0 31,850 0   0 5,547 0
Derivatives 0 142,445 10,745   0 124,599 14,252
Valuation adjustment for hedged financial assets 0 0 (10)   0 0 0
Total loan portfolio 548,004 132,116 0   493,282 119,953 27
Allowance for loan losses (17,996) (2,379) 0   (18,106) (2,335) 0
Loan Portfolio (net) 530,008 129,737 0   475,176 117,618 27
Accrued income receivable from securitization transactions 0 0 125   0 0 119
Other receivables (net) 205 67,854 15,582   1,686 52,752 13,807
Foreclosed assets (net) 265 26 0   491 29 0
Properties, furniture and fixtures (net) 5,669 956 84   4,804 801 72
Long-term investments in shares 0 0 90   0 0 91
Deferred taxes and deferred profit sharing (net) 0 0 18,672   0 0 18,086
Other assets 1,687 1,217 5,132   1,728 910 4,414
Total assets 582,781 530,494 262,019   524,735 455,228 255,118
               
Liabilities              
Deposits 514,223 104,374 61,546   461,108 121,426 44,107
Credit instruments issued 0 5,866 41,307   0 11,074 32,966
Bank and other loans 12,925 2,244 28,002   17,357 2,201 29,952
Creditors under sale and repurchase agreements 8,221 149,307 0   9,472 111,540 0
Securities loan 0 1 0   0 0 0
Collateral sold or pledged as guarantee 0 21,088 0   0 16,767 0
Derivatives 0 140,136 6,581   0 127,371 7,767
Other payables 33,274 82,479 2,190   28,418 61,816 1,153
Subordinated debentures 0 0 33,791   0 0 32,753
Deferred revenues 354 0 0   487 0 0
Total liabilities 568,997 505,495 173,417   516,842 452,195 148,698
Total stockholders' equity 62,069 22,221 43,095   53,806 21,859 41,681
Total liabilities and stockholders' equity 631,066 527,716 216,512   570,648 474,054 190,379

 

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Income Statement by Segment                                   
Million pesos              
  9M18   9M17
  Retail Banking Corporate & Investment Banking  Corporate Activities   Retail Banking   Corporate & Investment Banking Corporate Activities
               
Net interest income 39,529 4,450 1,226   35,130 4,220 1,818
Provisions for loan losses (14,117) (959) 0   (14,817) (1,161) 0
Net interest income after provisions for loan losses 25,412 3,491 1,226   20,313 3,059 1,818
Commission and fee income (expense), net 11,347 1,390 (135)   10,363 1,339 (2)
Net gain (loss) on financial assets and liabilities 879 1,238 63   658 1,761 (60)
Other operating income (expense) 704 1 (135)   304 102 217
Administrative and promotional expenses (22,274) (3,139) (653)   (19,894) (2,616) (519)
Operating income 16,068 2,981 366   11,744 3,645 1,454

 

Segment information has been prepared according to the classifications used in Santander México at secondary level, based in the type of developed business:

 

Retail banking

 

The Retail Banking segment encompasses the entire commercial banking and asset management business. Our Retail Banking segment’s activities include products and services for individuals, private banking clients, SMEs, middle-market corporations and government institutions.

 

Corporate & Investment Banking

 

The Corporate & Investment Banking segment reflects the returns on the corporate banking business, including managed treasury departments and the equities business. Our Corporate & Investment Banking segment provides comprehensive products and services relating to finance, guarantees, mergers and acquisitions, equity and fixed income, structured finance, international trade finance, cash management services, collection services and e-banking, including structured loans, syndicated loans, acquisition financing and financing of investment plans, among others.

 

Corporate activities

 

The Corporate Activities segment is comprised of all operational and administrative activities that are not assigned to a specific segment or product mentioned above. The Corporate Activities segment includes the financial management division, which manages structural financial risks arising from our commercial activities, mainly liquidity risk and interest rate risk, provides short- and long-term funding for our lending activities and calculates and controls transfer prices for loans and deposits in local and foreign currencies. The financial management division also oversees the use of our resources in compliance with internal and regulatory limits regarding liquidity and regulatory capital requirements.

 

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Annex 1. Loan portfolio rating        
           
As of September 30, 2018          
Million pesos          
    Allowance for loan losses
Category Loan Portfolio Commercial Consumer Mortgages Total
           
Risk "A" 689,197 2,243 1,308 191 3,742
Risk "A-1" 605,290 1,575 480 171 2,226
Risk "A-2" 83,907 668 828 20 1,516
Risk "B" 80,713 596 2,721 48 3,365
Risk "B-1" 38,908 192 1,214 13 1,419
Risk "B-2" 22,776 155 784 23 962
Risk "B-3" 19,029 249 723 12 984
Risk "C" 44,244 330 2,216 657 3,203
Risk "C-1" 32,355 190 984 354 1,528
Risk "C-2" 11,889 140 1,232 303 1,675
Risk "D" 11,352 1,229 2,313 689 4,231
Risk "E" 9,268 2,329 2,950 446 5,725
Total rated portfolio 834,774 6,727 11,508 2,031 20,266
           
Provisions created         20,266
Complementary provisions         109
Total                     20,375
   
Notes:  
1. The figures used for rating and creation of allowance for loan losses, correspond to the ones as of the last day of the month of the balance sheet as of June 30th, 2018.
   
2.

Loan portfolio is rated according to the methodology issued by the CNBV in chapter V of Title II of the General Rules Applicable to Credit Institutions, can be rated by internal methodology approved by the CNBV.

 

We use the methodology established by the CNBV, which have been incorporated or modified according to the following schedule:

 

As of March 2011, the Bank apply the rules for rating the non-revolving consumer and mortgage loan portfolios.

 

As of September 2011, the Bank apply the rules for rating the states and municipalities loan portfolio.

 

As of June 2013, the Bank apply the new rules for rating the commercial loan portfolio.

 

As of June 2014, the Bank apply the new rules for rating the financial institutions loan portfolio.

 

As of October 2016, the Bank updated the rules for rating the revolving consumer loan portfolio.

 

As of September 2017, the Bank updated the rules for rating the non-revolving consumer and mortgage loan portfolios.

 

Credit Institutions use risk ratings: A-1; A-2; B-1; B-2; B-3; C-1; C-2; D and E, to classify allowance for impairment losses according to the portfolio segment and percentage of the provisions representing the outstanding balance of the loan, established in Section Fifth of “De la constitución de reservas y su clasificación por grado de riesgo”, contained in chapter 5 of Title II of such regulation.

     

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Annex 2. Financial ratios according to CNBV       
               
Percentages   3Q18 2Q18 3Q17   9M18 9M17
               
Past Due Loans Ratio                    2.35                 2.46 2.26   2.35 2.26
               
Past Due Loans Coverage   127.60 124.79 147.41   127.60 147.41
               
Operative Efficiency   2.62 2.65 2.59   2.52 2.51
               
ROE   16.31 16.91 14.17   16.00 15.25
               
ROA   1.48 1.55 1.34   1.45 1.44
               
Capitalization Ratio              
Credit Risk                  21.29 21.03 21.20   21.29 21.20
Credit, Market and operations risk                  16.02 15.52 16.19   16.02 16.19
               
Liquidity   86.57 82.00 85.19   86.57 85.19
               
NIM (Net Interest Margin)   3.38 3.46 3.12   3.29 3.03

 

Note: ratios are prepared according to the general rules applicable to financial information of credit institutions, issued by the CNBV, according to Annex 34.

 

NPL ratio = Balance of past due loans portfolio as of the end of the quarter / Balance of loans portfolio as of the end of the quarter.

 

Coverage ratio= Balance of provision for loan losses as of the end of the quarter / Balance of past due loans portfolio as of the end of the quarter.

 

Efficiency ratio = Administration and promotion expenses of the quarter, annualized / Total Average Assets.

 

ROAE = Annualized quarterly net earnings/ Average stockholders’ equity.

 

ROAA = Annualized quarterly net earnings /Total average assets.

 

Breakdown of capitalization ratio: (1)=Net Capital/ Assets subject to credit risk. (2)=Net Capital / Assets subject to credit, market and operation risk.

 

Liquidity = Current Assets/ Current Liabilities.

 

Where: Current Assets = Availabilities + securities for trade + securities available for sale.

 

Current liabilities= Demand deposits + bank loans and loans from other entities, payable on demand, + short term bank loans and loans from other entities.

 

NIM = Quarterly Net Interest Margin, adjusted by annualized credit risks / Average interest-earning assets.

 

Where: Average interest-earning assets = availabilities, investments in securities, transactions with securities and derivatives and loan portfolio.

 

Notes:

Average = ((Balance of the corresponding quarter + balance of the previous quarter) / 2).

Annualized figures = (Flow of the corresponding quarter * 4).

 

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Notes to financial statements as of September 30th 2018  
Million pesos, except for number of shares  

 

1. Investment in securities  
   
Financial instruments are constituted as follows:  
   
  Book Value
Trading securities:  
Bank securities 4,602
Government securities 135,049
Shares 2,895
  142,546
   
Securities available for sale:  
Government securities 180,195
Private securities 4,865
Shares 549
  185,609
   
Securities held until maturity:  
Government securities 7,819
Government securities (special cetes) 2,980
  10,799
Total 338,954
   

 

2. Sale and repurchase agreements  
The sale and repurchase agreements transactions are constituted as follows:
  Net balance
Debit balances  
Bank securities 6,756
Government securities 23,093
Private securities 2,001
Total 31,850
   
Credit balances  
Bank securities 4,055
Government securities 151,028
Private securities 2,445
Total 157,528
  (125,678)
   
     

 

3. Investment in securities different to government securities
       
At September 30th, 2018 the investments in debt securities with the same issuer (other than government), are less than 5% of the Institution’s net capital.

 

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4. Derivatives      
The nominal value of the different derivative financial instruments agreements for trading and hedging purposes, as of September 30th, 2018, are as follows:
       
Trading      
Swaps      
Interest rate 4,922,451    
Cross currency 931,690    

Equity

 

960    
       
Futures Buy   Sell
       
Interest rate 610   0
Foreign currency 1,616   0
Index 0   460
       
Forward contracts      
       
Foreign currency 438,196   10,257
Equity 1,253   1,132
       
Options Long   Short
       
Interest rate 134,727   146,487
Foreign currency 81,722   80,711
Index 5,345   3,489
Equity 296   117
       
Total trading derivatives 6,518,866   242,653
       
Hedging      
Cash flow      
Interest rate swaps 4,000    
Cross currency swaps 22,482    
Foreign Exchange Forwards 69,435    
       
Fair value      
Interest rate swaps 6,342    
Cross currency swaps 30,839    
       
Total hedging derivatives 133,098    
       
Total derivative financial instruments 6,651,964   242,653
       
           

5. Performing loan portfolio              
The loan portfolio, by type of loan and currency, as of September 30th, 2018, is constituted as follows:
             
  Amount
  Pesos USA Dlls UDIS EUROS GBP Total
             
Commercial or business activity 285,561 55,468 0 2,504 821 344,354
Financial entities 16,489 785 0 0 0 17,274
Government entities 57,688 4,881 2,154 0 0 64,723
Commercial loans 359,738 61,134 2,154 2,504 821 426,351
Consumer loans 105,232 0 0 0 0 105,232
Media and residential 113,655 617 2,643 0 0 116,915
Of social interest 63 0 0 0 0 63
Credits acquired from INFONAVIT or FOVISSSTE 15,591 0 0 0 0 15,591
Mortgage loans 129,309 617 2,643 0 0 132,569
Total performing loan portfolio 594,279 61,751 4,797 2,504 821 664,152
             
                           

 

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6. Non-performing loan portfolio    
  Amount
  Pesos USA Dlls UDIS EUROS Total
           
Commercial or business activity 3,528 2,235 0 0 5,763
Commercial loans 3,528 2,235 0 0 5,763
Consumer loans 4,239 0 0 0 4,239
Media and residential 4,266 96 435 0 4,797
Of social interest 12 0 0 0 12
Credits acquired from INFONAVIT or FOVISSSTE 1,157 0 0 0 1,157
Mortgage loans 5,435 96 435 0 5,966
Total non-performing loan portfolio 13,202 2,331 435 0 15,968
 
The analysis of movements in non-performing loans from December 31st  to September 30th, 2018, is as follows:
           
Balance as of December 31st, 2017       15,672
         
Plus:  Transfer from performing loan portfolio to non-performing loan portfolio 22,840
           
             Collections          
                     Cash     (2,197)    
                     Transfer to performing loan portfolio   (5,541)    
                     Proceeds from foreclosure proceedings (121)    
           
            Write-offs         (14,686)
           
Balance as of September 30th, 2018         15,966
           
                         
7. Allowance for loan losses                  
The movement in the allowance for loan losses, from January 1st to September 30th, 2018, is as follows:
               
Balance as of January 1, 2018 20,051            
               
Allowance for loan losses 15,074            
Write-offs (14,686)            
Foreign exchange result (64)            
Balance as of September 30th, 2018 20,375            
               
The table below presents a summary of write-offs by type of product as of September 30th, 2018:
               
Product Charge-offs   Debit Relieves   Total   %
               
First quarter              
Commercial loans 1,386   29   1,415   28
Mortgage loans 136   18   154   3
Credit card loans 1,890   53   1,943   39
Consumer loans 1,435   50   1,485   30
Total 4,847   150   4,997   100
               
Second quarter              
Commercial loans 1,343   55   1,398   30
Mortgage loans 239   18   257   6
Credit card loans 1,639   55   1,694   36
Consumer loans 1,294   19   1,313   28
Total 4,515   147   4,662   100
             

 

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Third quarter              
Commercial loans 969   47   1,016   20
Mortgage loans 320   21   341   7
Credit card loans 1,874   70   1,944   39
Consumer loans 1,708   18   1,726   34
Total 4,871   156   5,027   100
               
Accumulated 2018              
Commercial loans 3,698   131   3,829   26
Mortgage loans 695   57   752   5
Credit card loans 5,403   178   5,581   38
Consumer loans 4,437   87   4,524   31
Total 14,233   453   14,686   100
               

 

8. Problematic loans
Loans portfolio was graded according to the general provisions issued by the National Banking and Securities Commission. The management considers that problematic loans are the ones graded as “D” and “E”, due to their low possibility for the collection of the full amount of principal.

 

9. Programs of benefits to bank debtors with the support of the Federal Government
Breakdown of special CETES , of which Ps.3,146 million correspond to the early extinction of debtor support programs:
               
        Amount      
  Government Securities            
  Special CETES  for housing loan  debtor support programs   3,146      
               
  Total securities held to maturity (no reserve)   3,146      
               
  Minus-            
  Reserve for Special CETES     (166)      
  Total securities held to maturity , net     2,980      
               
The remaining balance and expiration date of Special Cetes that were not repurchased by the Federal Government and therefore the Bank holds in its balance sheet as of September 30th, 2018, is as follows:
               
  Issue Trust Securities Number Due date Price (MXN) Amount  
  B4-220707 422-9 12,762,386 07-jul-22 110.47 1,410  
  B4-270701 423-2 15,292,752 01-jul-27 110.47 1,689  
  B4-220804 431-2 440,294 04-aug-22 101.15 45  
  BC-220804 431-2 71,442 04-aug-22 34.76 2  
            3,146  
               
                           
10. Average interest rates paid on deposits
       
The average interest rates paid on deposits during September 2018, is as follow:
  Pesos   USD
Average balance 329,496   51,734
Interest 7,665   8
Rate 3.07%   0.02%
       

 

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11. Bank and other loans          
           
As of September 30th, 2018, banks and other loans are constituted as follows:
           
  Amount  

Average 

Rate (%)

  Maturity
Liabilities    
           
Loans in pesos          
           
Call money 1,650   7.60   From 1 to 2 days
Local bank loans 1,500   8.28   To 10 months
Public fiduciary funds 12,446   8.13   From 1 day to 10 years
Development banking institutions 22,874   8.03   From 1 day to 20 years
Total 38,470        
           
Loans in foreign currency          
           
Foreign bank loans 2,821   3.02   From 1 day to 3 years
Public fiduciary funds 1,584   2.99   From 2 days to 7 years
Development banking institutions 40   6.43   From 1 to 5 months
Total 4,445        
           
Total loans 42,915        
Accrued interests 256        
           
Total bank and other loans 43,171          
           

 

12. Current and deferred taxes    
     
Current taxes are composed as follows as of September 30th, 2018    
     
Income taxes 2,887  
Deferred taxes 456 (1)
Total Bank 3,343  
Current and-deferred taxes from other subsidiaries 1,078  
Total Consolidated Bank 4,421  
     
(1) Deferred taxes are composed as follows:    
     
Global provision (241)  
Fixed assets and deferred charges 51  
Net effect from financial instruments 1,029  
Accrued liabilities (202)  
Others (181)  
Total Bank 456 (1)
Allowance for loan losses of subsidiaries, net 427  
Others, subsidiaries (43)  
Deferred income tax (net), Bank 840  
     
     
As of September 30th, 2018, deferred assets and liabilities are registered at 100%    
     
Remainder of global provisions and allowances for loan losses 8,701  
Other 9,971  
Total deferred income tax (net) 18,672  
Deferred taxes registered in balance sheet accounts 18,672  
Deferred taxes registered in memorandum accounts 0  
     

 

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13. Employee profit sharing  
   
As of September 30th, 2018, the deferred Employee profit sharing “EPS” is compromised as follows:
   
Deferred EPS asset:  
   
Allowance for loan losses deducting outstanding 1,351
Fixed assets and deferred charges 760
Accrued liabilities 477
Capital losses carryforward 887
Commissions and interests early collected 324
Foreclosed assets 83
Labor obligations 252
Derivative financial transactions of exchange rate 810
Deferred EPS asset: 4,944
   
Deferred EPS liability:  
   
Net effect from financial instruments (1,038)
Advance payments (111)
Others (59)
Deferred EPS liability (1,208)
   
Less - Reserve 0
Deferred EPS asset (net)              3,736
   

 

14. Capitalization Ratio      

 

Table I.1

Form for the disclosure of capital of paid-in capital without considering transiency in the application of adjustments in the regulation

Reference Capital Description Capital
  Level 1 (CET 1) Ordinary capital: Instruments and reserves  
1 Ordinary shares that qualify for level 1 Common Capital plus corresponding premium 34,765
2 Earnings from previous fiscal years 55,864
3 Other elements of other comprehensive income (and other reserves) 36,409
4 Capital subject to gradual elimination of level 1 ordinary capital (only applicable for companies that are not lined to shares)  
5 Ordinary shares issued by subsidiaries held by third parties (amount allowed in level 1 ordinary capital)  
6 Level 1 ordinary capital before adjustments to regulation 127,038
  Level 1 Ordinary capital: adjustments to regulation  
7 Adjustments due to prudential valuation  
8  Goodwill (net of its corresponding deferred profit taxes debited) 1,735
9 Other intangibles other than rights to mortgage rights (net of its corresponding deferred profit taxes debited) 5,571
10 Deferred taxes to profit credited relying on future income excluding those that derive from temporary differences (net of deferred profit taxes debited) 0
11 Results of valuation of cash flow hedging instruments 0
12 Reserves to be constituted 0
13 Benefits surplus of securitization transactions 0
14 Losses and gains caused for the changes in credit rating of liabilities assessed at a reasonable value 0

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15 Pension plan for defined benefits 0
16 Investments in proprietary shares 6
17 Reciprocal investments in ordinary capital 0
18 Investments in capital of banks, financial institutions and insurance companies out of the reach of the regulation consolidation, net of short eligible positions, wherein the institution does not hold more than 10% of the issued capital (amount that exceeds the 10% threshold) 60
19 Significant investments in ordinary shares of banks, financial institutions and insurance companies out of the scope of the regulation consolidation, nets of eligible short positions, wherein the institutions holds more than 10% of the issued capital (amount that exceeds the 10% threshold) 0
20 Rights for mortgage services (amount exceeding the 10% threshold) 0
21 Deferred taxes assets resulting from temporary differences (amount exceeding the 10% threshold, net of deferred taxes debited) 6,385
22 Amount exceeding the 15% threshold.  
23 of which: significant investments wherein the institution holds more than 10% of ordinary shares of financial institutions  
24 of which: rights for mortgage services  
25 of which: Taxes to profit Deferred credited deriving from temporary differences  
26 National regulation adjustments 27,964
A of which: Other elements of other comprehensive income (and other reserves) 0
B of which: investments in subordinated debt 0
C of which: profit or increase in the value of assets from the purchase of securitization positions (Originating Institutions) 0
D of which: investments in multilateral entities 0
E of which: investments in related corporations 26,729
F of which: investments in risk capital 0
G of which: Stakes on investments funds 0
H of which: Funding for the purchase of proprietary shares 0
I of which: Transactions in breach of provisions 0
J of which: Deferred charges and installments 993
K of which: Positions in First Losses Schemes 0
L of which: Worker's Deferred Profit Sharing 0
M of which: Relevant Related Persons 0
N of which: Pension plan for defined benefits 0
O of witch: Adjustment for capital acknowledgment 0
P of which: investments in Clearing Houses 241
27 Regulation adjustments that apply to level 1 common stock due to level 1 capital shortage and level 2 capital to cover deductions 0
28 Total regulation adjustments to level 1 Common Capital 41,720
29 Level 1 Common Capital (CET1) 85,318
  Level 1 additional capital: instruments  
30 Instruments directly issued that qualify as level 1 additional capital, plus premium 9,344
31 of which: Qualify as capital under the applicable accounting criteria 9,344
32 of which: Qualify as liability under the applicable accounting criteria  
33 Capital instruments directly issued subject to gradual elimination of level 1 additional capital 0
34 Instruments issued of level 1 additional capital and level 1 Common Capital instruments that are not included in line 5 issued by subsidiaries held by third parties (amount allowed at additional level 1) 0
35 of which: instruments issued by subsidiaries subject to gradual elimination  
36 Level 1 additional capital before regulation adjustments 9,344

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  Level 1 additional capital: regulation adjustments  
37 Investments in held instruments of level 1 additional capital  
38 Investments in reciprocal shares in level 1 additional capital instruments.  
39 Investments in capital of banks, financial institutions and insurance companies out of the scope of the regulation consolidation, net of short eligible positions, wherein the institution holds more than 10% of the issued capital  
40 Significant investments in ordinary shares of banks, financial institutions and insurance companies out of the scope of the regulation consolidation, nets of eligible short positions, wherein the institutions holds more than 10% of the issued capital  
41 National regulation adjustments 0
42 Regulation adjustments that apply to level 1 common stock due to level 1 capital shortage and level 2 capital to cover deductions  
43 Total regulation adjustments to level 1 additional Common Capital 0
44 Level 1 additional capital (AT1) 9,344
45 Level 1 capital  (T1 = CET1 + AT1) 94,661
  Level 2 capital: instruments and reserves  
46 Instruments directly issued that qualify as level 2 capital, plus premium 24,448
47 Capital instruments directly issued subject to gradual elimination of level 2 capital.  
48 Level 2 capital instruments and level 1 Common Capital instruments and level 1 additional capital that has not been included in lines 5 or 34, which have been issued by subsidiaries held by third parties (amount allowed in level 2 completer capital) 0
49 of which: instruments issued by subsidiaries subject to gradual elimination 0
50 Reserves 0
51 Level 2 capital before regulation adjustments 24,448
  Level 2 capital : regulation adjustments  
52 Investments in own instruments of level 2 capital  
53 Reciprocal investments in level 2 capital instruments  
54 Investments in capital of banks, financial institutions and insurance companies out of the scope of the regulation consolidation, net of short eligible positions, wherein the institution does not hold more than 10% of the issued capital (amount exceeding the 10% threshold)  
55 Significant investments in ordinary shares of banks, financial institutions and insurance companies out of the scope of the regulation consolidation, nets of eligible short positions, wherein the institutions holds more than 10% of the issued capital  
56 National regulation adjustments 0
57 Total regulation adjustments to level 2 capital 0
58 Level 2 capital (T2) 24,448
59 Total stock (TC = T1 + T2) 119,109
60 Total Risk Weighted Assets 743,422
  Capital reasons and buffers  
61 Level 1 Common Capital (as percentage of assets weighted by total risks) 11.48%
62 Level 1 Stock (as percentage of assets weighted by total risks) 12.73%
63 Total capital (as percentage of assets weighted by total risks) 16.02%
64 Institutional specific buffer (must at least consist of: the level 1 Common Capital requirement plus the capital maintenance buffer, plus the countercyclical buffer, plus D-SIB buffer; expressed as percentage of the total risk weighted assets) 15.18%
65 of which: Buffer of capital preservation 2.50%
66 of which: Buffer of specific bank countercyclical  
67 of which: Buffer of systematically important local banks (D-SIB) 1.20%

 63

 

 

68 Level 1 Common Capital available for hedging the buffers (as percentage of total risk weighted assets) 4.48%
  National minimums (if other than those of Basel 3)  
69 National minimum reason of CET1 (if different than the minimum established by Basilea 3)  
70 National minimum reason of T1 (if different than the minimum established by Basel 3)  
71 National minimum reason of TC (if different than the minimum established by Basel 3)  
  Amounts under the deduction thresholds (before weighting by risk)  
72 Non-significant investment in the capital of other financial institutions  
73 Significant investment in the capital of other financial institutions  
74 Rights for mortgage services (net of Deferred profit taxes debited)  
75 Deferred profit taxes credited derived from temporary differences (net of Deferred profit taxes debited)              6,983
  Applicable limits to the inclusion of reserves in level 2 capital  
76 Eligible reserves to be included in level 2 capital with respect to expositions subject to standardized methodology (prior application of limit)  
77 Limit in the inclusion of level 2 capital provisions under standardized methodology  
78 Eligible reserves for its inclusion on level 2 capital regarding exposure subject to credit risks (before the limit application).  
79 Limit in the inclusion of reserves in level 2 capital under internal rating methodology  
  Capital instruments subject to gradual elimination (applicable only between January 1, 2018 and January 1, 2022)  
80 Current limit of CET1 instruments subject to gradual elimination  
81 Amount excluded from CET1 due to limit (excess over the limit after amortization and maturity periods)  
82 Current limit of AT1 instruments subject to gradual elimination  
83 Amount excluded from AT1 due to limit (excess over the limit after amortization and maturity periods)  
84 Current limit of T2 instruments subject to gradual elimination  
85 Amount excluded from T2 due to limit (excess over the limit after amortization and maturity periods)  

 

I.2

Notes to the disclosure form of paid-in capital without considering transiency in the application of regulatory adjustments

Reference Description
1 Elements of capital contributed pursuant to fraction I item a) numbers 1) and 2) of Article 2 Bis 6 hereof
2 Results from previous fiscal years and their corresponding updates.
3 Capital reserves, net result, result per assessment of titles available for sale, accrued effect per conversion, result per assessment of cash flow, result from non-monetary assets holding, and the measuring balance from defined benefits to the employees considering on each concept its updates.
4 Does not apply. The capital stock of credit institutions in Mexico is represented by representative certificates or shares. This concept only applies for entities where such capital is represented by representative certificates or shares.
5 Does not apply for the capitalization scope in Mexico which is on a non-consolidated basis. This concept will only apply for entities with a consolidated scope.
6 Sum of concepts 1 through 5.
7 Does not apply. In Mexico the use of internal models for calculating capital requirements per market risk is not allowed.
8 Goodwill, net of owed differed profit taxes pursuant to the provisions of fraction I item n) of Article 2 Bis 6 hereof.

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9 Intangibles, other than commercial credit, and if applicable to mortgage service rights, net of owed deferred profit taxes, pursuant to the provisions of fraction I item n) of Article 2 Bis 6 hereof.
10* Credited deferred profit taxes from losses and fiscal credits pursuant to the provisions of fraction I item p) of Article 2 Bis 6 hereof.
This is a more conservative approach than the one established by the Basel Committee on Banking Supervision in its document "Basel III: Global legal framework for the reinforcement of banks and banking systems" published on June 2011, given that it does not allow to set off with owed differed profit taxes.
11 Result from assessment of cash flow hedging instruments corresponding to hedged entries that are not assessed at reasonable value.
12* Reserves pending constitution pursuant to the provisions of fraction I item k) of Article 2 Bis 6 hereof.
This is a more conservative approach than the one established by the Basel Committee on Banking Supervision in its document "Basel III: Global legal framework for the reinforcement of banks and banking systems" published on June 2011, given that deducts from level 1 common stock the preventive reserves pending constitution, according to the provisions of Chapter V of the Second Title hereof, as well as those constituted charged to accounting accounts that are part of the result entries or shareholders' equity and not only the positive difference between the Aggregate Expected Losses minus the Aggregate Admissible Reserves, in the event the Institutions use methods based in internal qualifications in the determination of their capital requirements.
13 Benefits surplus of securitization transactions pursuant to the provisions of fraction I item c) of Article 2 Bis 6 hereof.
14 Does not apply
15 Investments made by the benefit pension fund defined corresponding to resources to which the Institution does not have unrestrictive or unlimited access. These investments are considered as net of the plan's liabilities and owed differed taxes to profit that correspond that have not been applied in any other regulatory adjustment.
16* The amount of investment in any own action the institution acquires : in accordance with the provisions of the Act in accordance with the provisions of section I subsection d) of Article 2 Bis 6 of these provisions ; through rates predicted values ​​of section I subsection e ) of Section 2 Bis 6 of these provisions and through investment in funds established in section I point i) of article 2 bis 6.
This treatment is more conservative than the one established by the Committee on Banking Basel Supervision in its document " Basel III : A global regulatory framework for more resilient banks and banking systems " published in June 2011 because the deduction for this concept is made of common equity tier 1 capital , regardless of the level of capital which has been invested
17* Investments, in capital of corporations, other than financial entities referred to by item f) of Article 2 Bis 6 hereof, that are in turn, directly or indirectly, shareholders of the institution itself, of the fund
This is a more conservative approach to the one established by the Basel Committee on Banking Supervision in its documents "Basel III: Global regulatory framework for the reinforcement of banks and banking systems" published on June 2011 given that the deduction for this concept is made in the level 1 common stock, irrespective of the capital level where it has been invested, and in addition because any type of entity is considered, not only financial entities.

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18* Investments in shares, where the Institution owns up to 10% of the capital stock of the financial entities referred to by Articles 89 of the Law and 31 of the Law Regulating Financial Groups pursuant to the provisions of fraction I item f) of Article 2 Bis 6 hereof, including those investments made through investment funds referred to by fraction I item i) of Article 2 Bis 6. The previous investments exclude those made in the capital of development and promotion multilateral organizations of an international nature that have a credit Qualification assigned by any of the issuer's Qualifying Institutions, equal or greater than long term Risk Degree 2.
This is a more conservative approach to the one established by the Basel Committee on Banking Supervision in its documents "Basel III: Global regulatory framework for the reinforcement of banks and banking systems" published on June 2011 given that the deduction for this concept is made in level 1 common stock, irrespective of the capital level in which it is invested, and additionally because it is deducted from the aggregate amount registered of the investments.
19* Investments in shares, where the Institution owns up to 10% of the capital stock of the financial entities referred to by Articles 89 of the Law and 31 of the Law Regulating Financial Groups pursuant to the provisions of fraction I fraction f) of Article 2 Bis 6 hereof, including those investments made through investment funds referred to by fraction I item i) of Article 2 Bis 6. The previous investments exclude those made in development and promotion multilateral organizations of an international nature that have a credit Qualification assigned by any of the issuer's Qualifying institutions, equal or greater than long term Risk Degree 2.
This is a more conservative approach to the one established by the Basel Committee on Banking Supervision in its documents "Basel III: Global regulatory framework for the reinforcement of banks and banking systems" published on June 2011 given that the deduction for this concept is made from level 1 common stock, irrespective of the level of capital where it has been investment, and additionally because the aggregate amount registered of investments is deducted.
20* Mortgage service s rights shall be deducted from the aggregate amount registered in the event these rights exist.
This is a more conservative approach to the one established by the Basel Committee on Banking Supervision in its documents "Basel III: Global regulatory framework for the reinforcement of banks and banking systems" published on June 2011 given that the aggregate amount registered of rights is deducted.
21 Deferred taxes assets resulting from temporary differences minus the corresponding owed differed profit taxes not considered to set-off other adjustments, exceeding 10% of the difference between the reference 6 and the sum of references 7 through 20.
22 Does not apply. Concepts were deducted from the aggregate capital. See notes of references 19, 20 and 21.
23 Does not apply. Concepts were deducted from the aggregate capital. See note of references 19.
24 Does not apply. Concepts were deducted from the aggregate capital. See note of reference 20.
25 Does not apply. Concepts were deducted from the aggregate capital. See note of reference 21.
26 National adjustments considered as the sum of the following concepts.
A. The sum of the accrued effect for conversion and result for ownership of non-monetary assets considering the amount of each of these concepts with a sign different than the one considered to include them in reference 3, namely, if positive in this concept shall be entered as negatives and vice versa.
B. Investments in subordinated debt instruments, pursuant to the provisions of fraction I item b) of Article 2 Bis 6 hereof.
C. The amount resulting if on account of the purchase of securitization positions, the originating Institutions register a profit or increase in the value of their assets with respect to the assets previously registered in its balance, pursuant to the provisions of fraction I item c) of Article 2 Bis 6 hereof.

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D. Investments in capital of development or promotion multilateral organizations of an international nature pursuant to the provisions of fraction I item f) of Article 2 Bis 6 hereof, that have a credit Qualification assigned by any of the issuer's Qualifying Institutions, equal or better to long term Risk Degree 2.
E. Investments in shares or corporations related to the Institution under the terms of Articles 73, 73 Bis and 73 Bis 1 of the Law, including the amount corresponding to investments in investment funds and investments indices pursuant to the provisions of fraction I item g) of Article 2 Bis 6 hereof.
F. Investments made by development banking institutions in risk capital, pursuant to the provisions of fraction I item h) of Article 2 Bis 6 hereof.
G. Investments in shares, other than fix capital, in listed investment funds wherein the Institutions holds more than 15 per cent of  shareholder's equity of the aforementioned investment funds, pursuant to fraction I item i) of Article 2 Bis 6, that have not been considered in the preceding references.
H. Any type of contribution which resources are destined to the purchase of shares in the financial group's holding company, of the other financial entities that comprise the group to which the Institution belongs or of the financial affiliates of the latter pursuant to the provisions of fraction I item l) of Article 2 Bis 6 hereof.
I. Transactions that infringe the provisions, pursuant to the provisions of fraction I item m) of Article 2 Bis 6 hereof.
J. Differed charges and early payments, net of owed differed profit taxes, pursuant to the provisions of fraction I item n) of Article 2 Bis 6 hereof.
K. Positions pertaining to the First Losses Scheme where the risk is preserved or credit protection is provided up to a certain limit of a position pursuant to fraction I item o) of Article 2 Bis 6.
L. Worker's participation in credited differed profits pursuant to fraction I item p) of Article 2 Bis 6 hereof.
M. The added amount of Transactions Subject to Credit Risk owed by Relevant Related Persons pursuant to fraction I item r) of Article 2 Bis 6 hereof.
N. The difference between the investments made by the benefit pension funds defined pursuant to  Article 2 Bis 8 minus reference 15.
O. Adjustment for the acknowledgment of Net Capital . The amount shown corresponds to the amount registered in box C1 of the form included in section II hereof.
P. The investments or contributions, directly or indirectly, in the corporation's capital or in the trust estate or other type of similar figures that have the purpose to set off and liquidate Transactions executed in the stock market, except for such corporation's or trust's share in the former pursuant to item f) fraction I of Article 2 Bis 6.
27 Does not apply. There are no regulatory adjustments for additional level 1 capital nor for ancillary capital. All regulatory adjustments are made from the level 1 common stock.
28 Sum of lines 7 through 22, plus lines 26 and 27.
29 Line 6 minus line 28.
30 The amount corresponding to titles representing the capital stock (including its share sale premium) that had not been considered in Fundamental Capital and Capital Instruments, that meet the conditions established in fraction II of Article 2 Bis 6 hereof.
31 Amount of line 30 qualified as capital under the applicable accounting standards.
32 Does not apply. Instruments directly issued that qualify as additional level 1 capital, plus its premium are registered for accounting purposes as capital.
33 Subordinated obligations computed as Non-Fundamental Capital, pursuant to the provisions of Article Third Transitory of Resolution 50th that amends the general provisions applicable to Credit Institutions, (Resolution 50th)
34 Does not apply. See note to reference 5.
35 Does not apply. See note to reference 5.
36 Sum of lines 30, 33 and 34.

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37* Does not apply. Deduction is made in aggregate level 1 common capital.
38* Does not apply. Deduction is made in aggregate level 1 common capital.
39* Does not apply. Deduction is made in aggregate level 1 common capital.
40* Does not apply. Deduction is made in aggregate level 1 common capital.
41 National adjustments considered:
  Adjustment for the acknowledgment of Net Capital. The amount shown corresponds to the amount registered in box C2 of the form included in section II hereof.
42 Does not apply. There are no regulatory adjustments for  ancillary capital. All regulatory adjustments are made from the level 1 common stock.
43 Sum of lines 37 through 42.
44 Line 36, minus line 43.
45 Line 29, plus line 44.
46 The amount corresponding to titles representing the capital stock (including its share sale premium) that had not been considered in Capital Fundamental nor in Non-Fundamental Capital and Capital Instruments, that comply with Exhibit 1-S hereof pursuant to the provisions of Article 2 Bis 7 hereof.
47 Subordinated obligations computed as ancillary capital, pursuant to the provisions of Article Third Transitory, of Resolution 50th
48 Does not apply. See note to reference 5.
49 Does not apply. See note to reference 5.
50 Preventive estimations for credit risk up to a sum of 1.25% of the assets weighed by credit risk corresponding to the Transactions that use the Standard Method to calculate the capital requirement per credit risk; and the positive difference of the Aggregate Admissible Reserves minus the Aggregate Expected Losses, up to an amount that does not exceed of 0.6 per cent of the assets weighed by credit risk, corresponding to the Transactions wherein the method based in internal qualifications to calculate the capital requirements by credit risk is used, pursuant to fraction III of Article 2 Bis 7.
51 Sun of lines 46 through 48, plus line 50.
52* Does not apply. The deduction is made in aggregate of level 1 common stock.
53* Does not apply. The deduction is made in aggregate of level 1 common stock.
54* Does not apply. The deduction is made in aggregate of level 1 common stock.
55* Does not apply. The deduction is made in aggregate of level 1 common stock.
56 National adjustments considered:
Adjustment for the acknowledgment of Net Capital. The amount shown corresponds to the amount registered in box C4 of the form included in section II hereof.
57 Sum of lines 52 through 56.
58 Line 51, minus line 57.
59 Line 45, plus line 58.
60 Total Risk Weighted Assets.
61 Line 29 divided by line 60 (expressed as percentages)
62 Line 45, divided by line 60 (expressed as percentages)
63 Line 59 divided by line 60 (expressed as percentages)
64 To report the percentages amount expressed on lines 61, 65, 66 and 67.
65 Report 2.5%
66 Percentage corresponding to the Countercyclical Capital buffer referred to on section c), subsection III, article 2 Bis 5
67 The SCCS amount on line 64 (expressed as a percentage of the total risk weighted assets) which is related to the banking institutions’ capital buffer for systemic character, in accordance with section b), subsection III, article 2 Bis 5.
68 Line 61 minus 7%

 68

 

 

69 Does not apply. The minimum is the same as established by the Basel Committee on Banking Supervision in its document "Basel III: Global regulatory framework for the reinforcement of banks and banking systems" published in June 2011.
70 Does not apply. The minimum is the same as established by the Basel Committee on Banking Supervision in its document "Basel III: Global regulatory framework for the reinforcement of banks and banking systems" published in June 2011.
71 Does not apply. The minimum is the same as established by the Basel Committee on Banking Supervision in its document "Basel III: Global regulatory framework for the reinforcement of banks and banking systems" published in June 2011.
72 Does not apply. The concept was deducted from the aggregate capital. See note of reference 18.
73 Does not apply. The concept was deducted from the aggregate capital. See note of reference 19.
74 Does not apply. The concept was deducted from the aggregate capital. See note of reference 20.
75 The amount, that does not exceed 10% of the difference between reference 6 and the sum of references 7 through 20, of the credited differed  taxes assets resulting from temporary differences minus those corresponding to owed profit taxes not considered to set off other adjustments.
76 Preventive estimations for credit risk corresponding to the Transactions that use the Standard Method to calculate the capital requirement per credit risk.
77 1.25% of weighed assets per credit risk, corresponding to Transactions wherein the Standard Method to calculate the capital requirement by credit risk.
78 Positive difference of the Aggregate Admissible Reserves minus the Aggregate Expected Losses corresponding to Transactions wherein the method based in internal qualifications to calculate the capital requirement by credit risk is used.
79 0.6 per cent of the weighted assets by credit risk, corresponding to Transactions wherein the method based in internal qualifications to calculate the capital requirement by credit risk is used.
80 Does not apply. There are no instruments subject to transience that compute in level 1 common stock
81 Does not apply. There are no instruments subject to transience that compute in level 1 common stock
82 Balance of instruments computed as capital in the basic portion by December 31, 2012 for the corresponding balance limit therein.
83 Balance of instruments computed as capital in the basic portion by December 31, 2012 minus line 33.
84 Balance of instruments computed as capital in the complementary portion by December 31, 2012 for the corresponding balance limit therein.
85 Balance of instruments computed as capital in the basic portion by December 31, 2012 minus line 47.

Note: * The aforementioned approach is more conservative than the one established by the Basel Committee on Banking Supervision in its document "Basel III: Global regulatory framework for the reinforcement of banks and banking systems" published in June 2011.

 

Table II.1

Net Capital Ratio of the balance sheet

Reference of the balance sheet items Balance sheet items Amount shown in the balance sheet
  Assets 1,352,264
BG1 Funds Available 71,536
BG2 Margin accounts 1,594
BG3 Investment in securities 338,952
BG4 Debtors under sale and repurchase agreements 30,782

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BG5 Securities loans)                            0
BG6 Derivatives 153,188
BG7 Valuation adjustment for hedged financial assets -10
BG8 Total loan portfolio 615,930
BG9 Benefits to be received in securitization transactions 0
BG10 Other receivables (net) 84,069
BG11 Foreclosed assets (net 158
BG12 Property, furniture and fixtures (net) 6,658
BG13 Long-term investment in shares 27,930
BG14 Non current assets held for sale 0
BG15 Deferred income taxes (net) 13,368
BG16 Other assets (net) 8,110
  Liabilities 1,225,217
BG17 Deposits 727,989
BG18 Bank and other loans 21,785
BG19 Creditors under sale and repurchase agreements 157,562
BG20 Securities loans 1
BG21 Collateral sold or pledged as guarantee 21,088
BG22 Derivatives 146,711
BG23 Valuation adjustment for hedged financial liabilities 0
BG24 Creditors from settlement of transactions 0
BG25 Other payables, deferred revenues and other advances 116,075
BG26 Subordinated debentures outstanding 33,791
BG27 Deferred income taxes (net) 0
BG28 Deferred revenues and other advances 215
  Shareholders' Equity 127,047
BG29 Paid-in capital 34,765
BG30 Other capital 92,282
  Memorandum accounts 4,219,284
BG31 Guarantees granted 0
BG32 Contingent assets and liabilities 60
BG33 Credit commitments 134,261
BG34 Assets in trust or mandate 165,018
BG35 Federal Government financial agent  
BG36 Assets in custody or under administration 2,381,158
BG37 Collateral received by the entity 121,249
BG38 Collateral received and sold or pledged as guarantee 68,652
BG39 Investment bank operations on behalf of third parties 0
BG40 Uncollected interest earned on past due loan portfolio 495
BG41 Other accounts 1,348,392

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Table II.2

Regulatory concepts considered in the calculation of Net Capital components

Identifier Regulatory concepts considered for the calculation of Net Capital components Reference of the format for the disclosure of capital integration of section I hereof Amount pursuant to the notes of the table Regulatory concepts considered for the calculation of Net Capital components Reference(s) of balance sheet item and amount related with the regulatory concept considered for the calculation of Net Capital derived from the aforementioned reference
  Asset      
1 Goodwill 8 1,735 BG16= 8,110 Minus: deferred charges and advance payments 993;  intangibles 5,571; advance payments that are computed as risk assets 418; other assets are computed as risk assets 607
2 Intangible assets 9 5,571 BG16= 8,110 Minus: deferred charges and advance payments 993;  intangibles 1,735; advance payments that are computed as risk assets 418; other assets that are computed as risk assets 607
3 Deferred income tax from tax losses carryforward and tax credits 10    
4 Benefits to be received in securitization transactions 13    
5 Defined benefit pension plan assets with no restriction and unlimited access 15    
6 Investment in own-equity securities 16 6 BG3= 338,952 Minus: Reciprocal investments in  common capital of financial entities 60; Investments in securities computed as risk assets 338,886
7 Reciprocal investments in common capital 17    
8 Direct investments in the capital of financial entities wherein the institution does not hold more than 10% of the issued capital stock 18    

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9 Indirect investment in capital of financial entities wherein the institution does not hold more than 10% of the issued capital stock 18 60 BG3= 338,952 Minus: Investment in own-equity securities 6; Investments in securities computed as risk assets 388,886
10 Direct investments in the capital of financial entities wherein the institution holds more than 10% of the issued capital stock 19    
11 Indirect investment in capital of financial entities wherein the institution holds more than 10% of the issued capital stock 19    
12 Deferred income tax from temporary differences 21 6,385 BG15= 13,368 Minus: Amount computed as risk asset 6,983
13 Reserves recognized as complementary capital 50   BG8= Total loan portfolio 615,930
14 Investments in subordinated debt 26 - B    
15 Investments in multilateral entities 26 - D   BG13= 27,930 Minus: Investments in subsidiaries  26,729; Investments in clearing houses 241; Investments in associated companies 109; Other investments that are computed as risk assets  850
16 Investments in associated companies 26 - E 26,729 BG13= 27,930 Minus: Investments in clearing houses 241; Investments in associated companies 109; Other investments that are computed as risk assets 850
17 Investments in risk capital 26 - F    
18 Investments in investment corporations 26 - G    
19 Financing for repurchase of own shares 26 - H    
20 Deferred charges and advance payments 26 - J 993 BG16= 8,110 Minus:  intangible assets 7,306; others assets that are computed as risk assets 418; other assets are computed as risk assets 607

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21 Deferred employee profit sharing (net) 26 - L    
22 Defined benefit pension plan assets 26 - N    
23 Investments in clearing houses 26 - P 241 BG13= 27,930 Minus: Investments in subsidiaries  26,729; Investments in associated companies 109; other investments that are computed as risk assets 850
  Liabilities      
24 Deferred income tax related to goodwill 8    
25 Deferred income tax related to other intangible assets 9    
26 Provision for defined benefit pension plan with no restriction and unlimited access 15    
27 Deferred income tax related to defined benefit pension plan 15    
28 Deferred income tax related to other items 21    
29 Subordinated liabilities that meets with Exhibit   1-R 31    
30 Subordinated liabilities subject to transitoriness that compute as basic capital 2 33    
31 Subordinated liabilities that meets with Exhibit 1-S 46    
32 Subordinated obligations subject to transitoriness that compute as complementary capital 47    
33 Deferred income tax related to deferred charges  and advance payments 26 - J    
  Shareholders' Equity      
34 Paid-in capital that meets with Exhibit 1-Q 1 34,765 BG29
35 Retained earnings 2 55,864 BG30= 92,282 Minus: other items of earned capital 36,409,  cumulative effect  of conversion 9
36 Result from valuation of cash flow hedge instruments 3    
37 Other items of earned capital 3 36,409 BG30= 92,282 Minus: Retained earnings 55,864,cumulative effect  of conversion 9
38 Paid-in capital that meets with Exhibit 1-R 31 9,344 BG26= 33,791    More: Subordinated debt instruments non-convertible 24,448

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39 Paid-in capital that meets with Exhibit 1-S 46 24,448 BG26= 33,791    More: Subordinated debt instruments convertible 9,344
40 Result from valuation of cash flow hedge instruments 03, 11    
41 Cumulative effect from conversion 3, 26 - A    
42 Result from ownership of non-monetary assets 3, 26 - A    
  Accounts in order      
43 Positions in First Losses Schemes 26 - K    
  Regulatory concepts not considered in the balance sheet      
44 Reserves pending constitution 12    
45 Profit or increase of the value of assets from the purchase of securitization positions (Originating Institutions) 26 - C    
46 Transactions that breach the provisions 26 - I    
47 Transactions with Relevant Related Persons 26 - M    
48 Repealed      

 

Table II.3

Notes to table III.2 "Regulatory concepts considered for the calculation of Net Capital components"

Identifier Description
1 Commercial credit.
2 Intangibles, without including commercial credit.
3 Credited differed profit taxes originating from fiscal losses and credits.
4 Benefits regarding the remnant of securitization transactions.
5 Investments of pension plan for defined benefits without unrestrictive and unlimited access.
6 Any share that the Institution acquires pursuant to the provisions of the Law, that have not been subtracted; considering those amounts acquired through investments in securities indexes and the amount corresponding to investments in investment funds other than those provided by reference 18.
7 Investments in shares in corporations other than financial entities referred to by item f) of fraction I of Article 2 Bis 6 hereof, that are in turn, directly or indirectly shareholders of the Institution itself, of the financial group's holding company, of the remaining financial entities that comprise the group to which the Institution belongs or financial affiliates of the latter, considering those investments corresponding to investment funds other than those provided by reference 18.
8 Direct investments in financial entities capital referred to by Article 89 of the Law and 12 and 8 of the Law Regulating Financial Groups, where the Institution owns more than 10% of the capital thereof.
9 Direct investments in financial entities capital referred to by Article 89 of the Law and 12 and 8 of the Law Regulating Financial Groups, where the Institution owns more than 10% of the capital thereof.
10 Direct investments in financial entities capital referred to by Article 89 of the Law and 12 and 8 of the Law Regulating Financial Groups, where the Institution owns more than 10% of the capital thereof.
11 Indirect investments in financial entities capital referred to by Article 89 of the Law and 12 and 8 of the Law Regulating Financial Groups, where the Institution owns more than 10% of the capital thereof.
12 Credited differed profit taxes originating from temporary differences.
13 Preventive estimates for credit risk up to a sum of 1.25% of the weighted assets by credit risk, corresponding to Transactions wherein the Standard Method is used to calculate the capital requirement by credit risk; and the positive difference of the Aggregate Admissible Reserves minus the Aggregate the Expected Losses, up to an amount that does not exceed of 0.6 per cent of the weighted assets by credit risk, corresponding to Transactions where the method based in internal qualifications is used to calculate the capital requirement by credit risk.
14 Investments in subordinated debt instruments, pursuant to the provisions of fraction I item b) of Article 2 Bis 6 hereof.

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15 Investments in development or promotion multilateral organizations of an international nature pursuant to the provisions of fraction I item f) of Article 2 Bis 6 hereof that have a credit Qualification assigned by any of the issuer's Qualifying Institutions, equal or greater than long term Risk Degree 2.
16 Investments in shares of corporations related with the Institution under the terms of Articles 73, 73 Bis and 73 Bis 1 of the Law, including the amount corresponding to investments in investment corporations and investments in indices pursuant to the provisions of fraction I item g) of Article 2 Bis 6 hereof.
17 Investments made in development banking institutions in risk capital, pursuant to the provisions of fraction I item h) of Article 2 Bis 6 hereof.
18 Investments in shares, other than fix capital, of listed investment corporations, wherein the Institution holds more than 15 per cent of shareholders' equity of the aforementioned investment corporation, pursuant to fraction I item i) of Article 2 Bis 6, that have not been considered in the previous references.
19 Any type of contributions which resources are destined to the purchase of shares of the financial group's holding company, of the other financial entities that comprise the group to which the Institution belongs or the latter's financial affiliates, pursuant to the provisions of fraction I item l) of Article 2 Bis 6 hereof.
20 Differed charges and early payments.
21 Workers' share in credited differed profits pursuant to fraction I item p) of Article 2 Bis 6 hereof.
22 Investments of the pension plan for benefits defined that have to  be deducted according with Article 2 Bis 8 hereof.
23 Investments or contributions, directly or indirectly, in the corporation's capital or in trust estate or other type of similar figures that have the purpose of setting off and liquidating Transactions executed in the stock market, unless the share in such corporations or trusts in the former pursuant to item f) fraction I of Article 2 Bis 6.
24 Owed differed taxes to profit originating from temporary differences related to commercial credit.
25 Owed differed taxes to profit originated from temporary differences related to other intangibles (other than commercial credit).
26 Liabilities of the pension plan for benefits defined related to investments of the pension plan for defined benefits.
27 Owed differed taxes originated from temporary differences related to the pension plan for defined benefits.
28 Owed differed profit taxes originated from temporary differences other than those of references 24, 25, 27 and 33
29 Amount of subordinated obligations that meet with Exhibit 1-R hereof.
30 Amount of subordinated obligations subject to transience that are computed as Non-Fundamental Capital.
31 Amount of subordinated obligations that meet with Exhibit 1-S hereof.
32 Amount of subordinated obligations subject to transience that compute as ancillary capital.
33 Owed differed profit taxes originated from temporary differences related to differed charges and early payments.
34 Amount of capital contributed that meets the provisions of Exhibit 1-Q hereof.
35 Result of the previous fiscal years.
36 Result for the assessment of cash flow hedging instruments from covered entries assessed at reasonable value.
37 Net result and result for the assessment of titles available for sale.
38 Amount of capital contributed that meets the provisions of Exhibit 1-R hereof.
39 Amount of capital contributed that meets the provisions of Exhibit 1-S hereof.
40 Result for the assessment of cash flow hedging instruments from covered entries assessed at capitalized cost.
41 Accrued effect by conversion.
42 Result for ownership of non-monetary assets.
43 Positions related with the First Losses Scheme wherein risk is preserved or credit protection provided until certain limit of a position pursuant to fraction I item o) of Article 2 Bis 6.
44 Reserves pending constitution pursuant to the provisions of fraction I item k) of Article 2 Bis 6 hereof.
45 The amount resulting if on account of the purchase of securitization positions, the originating Institutions register a profit or an increase in the value of their assets with respect to assets previously registered in its balance, pursuant to  the provisions of fraction I item c) of Article 2 Bis 6 hereof.
46 Transactions that infringe the provisions, pursuant to the provisions of fraction I item m) of Article 2 Bis 6 hereof.
47 The aggregate amount of Transactions Subject to Credit Risk owed by Relevant Related Persons pursuant to fraction I item r) of Article 2 Bis 6 hereof.

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Table III.1

Positions exposed to market risks per risk factor

Concept Amount of equivalent positions Capital Requirement
Transactions in national currency with nominal rate 67,668 5,413
Transactions with debt instruments in national currency with surtax and reviewable rate 1,664 133
Transactions in national currency with real rate or denominated in UDIs 6,583 527
Transactions in national currency with yield rate referred to the increase of the General Minimum Wage 12,086 967
Positions in UDIs or with yield referred to INPC 39 3
Positions in national currency with yield rate referred to the increase of the General Minimum Wage 253 20
Transactions in foreign currency with nominal rate 36,630 2,930
Positions in foreign currency or with yield indexed to the exchange rate 9,981 798
Positions in shares or with yield indexed to the price of one share or set of shares 1,727 138
Positions in commodities 0 0
Impact Capital requirement for Gamma and Vega 0 0

 

Table III.2

Assets weighted subject to credit risk by risk group

Concept Risk weighted assets Capital Requirement
Group I-A (weighted at 0%) 0 0
Group I-A (weighted at 10%) 0 0
Group I-A (weighted at 20%) 0 0
Group I-B (weighted at 2%) 120 10
Group I-B (weighted at 4.0%) 0 0
Group II (weighted at 0%) 0 0
Group II (weighted at 20%) 0 0
Group II (weighted at 50%) 0 0
Group II (weighted at 100%) 26,785 2,143
Group II (weighted at 120%) 0 0
Group II (weighted at 150%) 0 0
Group III (weighted at 2.5%) 0 0
Group III (weighted at 10%) 1,238 99
Group III (weighted at 11.5%) 1,754 140
Group III (weighted at 20%) 15,741 1,259
Group III (weighted at 23%) 0 0
Group III (weighted at 25%) 40 3
Group III (weighted at 28.75%) 0 0
Group III (weighted at 50%) 25,949 2,076
Group III (weighted at 57.5%) 959 77
Group III (weighted at 60%) 21 2
Group III (weighted at 75%) 0 0
Group III (weighted at 100%) 7,945 636
Group III (weighted at 115%) 0 0
Group III (weighted at 120%) 0 0
Group III (weighted at 138%) 0 0

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Group III (weighted at 150%) 0 0
Group III (weighted at 172.5%) 0 0
Group IV (weighted at 0%) 0 0
Group IV (weighted at 20%) 6,782 543
Group V (weighted at 10%) 0 0
Group V (weighted at 20%) 5,666 453
Group V (weighted at 50%) 0 0
Group V (weighted at 115%) 0 0
Group V (weighted at 150%) 18 1
Group VI (weighted at 20%) 0 0
Group VI (weighted at 50%) 30,150 2,412
Group VI (weighted at 75%) 12,249 980
Group VI (weighted at 100%) 48,046 3,844
Group VI (weighted at 120%) 0 0
Group VI (weighted at 150%) 0 0
Group VI (weighted at 172.5%) 0 0
Group VII-A (weighted at 10%) 0 0
Group VII-A (weighted at 11.5%) 0 0
Group VII-A (weighted at 20%) 12,573 1,006
Group VII-A (weighted at 23%) 0 0
Group VII-A (weighted at 50%) 1,992 159
Group VII-A (weighted at 57.5%) 13,288 1,063
Group VII-A (weighted at 100%) 174,105 13,928
Group VII-A (weighted at 115%) 3,307 265
Group VII-A (weighted at 120%) 0 0
Group VII-A (weighted at 138%) 0 0
Group VII-A (weighted at 150%) 477 38
Group VII-A (weighted at 172.5%) 0 0
Group VII-B (weighted at 0%) 0 0
Group VII-B (weighted at 20%) 729 58
Group VII-B (weighted at 23%) 0 0
Group VII-B weighted at 50%) 0 0
Group VII-B weighted at 57.5%) 0 0
Group VII-B (weighted at 100%) 33,208 2,657
Group VII-B (weighted at 115%) 0 0
Group VII-B (weighted at 120%) 0 0
Group VII-B (weighted at 138%) 0 0
Group VII-B (weighted at 150%) 0 0
Group VII-B (weighted at 172.5%) 0 0
Group VIII (weighted at 115%) 3,650 292
Group VIII (weighted at 150%) 4,100 328
Group IX (weighted at 100%) 74,675 5,974
Group IX (weighted at 115%) 0 0
Group IX (weighted at 150%) 0 0
Group X (weighted at 1250%) 1,137 91
Other Assets (weighted at 0%) 0 0
Other Assets (weighted at 100%) 15,749 1,260
Credit Valuation Adjustment on Derivative Operations 37,103 2,968
Re-securitization with Risk Degree 1 (weighted at 20%) 0 0

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Re-securitization with Risk Degree 2 (weighted at 50%) 0 0
Re-securitization with Risk Degree 3 (weighted at 100%) 0 0
Re-securitization with Risk Degree 4 (weighted at 350%) 0 0
Re-securitization with Risk Degree 4, o 5 or Not qualified (weighted at 1250%) 0 0
ReRe-securitization with Risk Degree 1 (weighted at 40%) 0 0
ReRe-securitization with Risk Degree 1 (weighted at 100%) 0 0
ReRe-securitization with Risk Degree 1 (weighted at 225%) 0 0
ReRe-securitization with Risk Degree 1 (weighted at 650%) 0 0
ReRe-securitization with Risk Degree 4, 5 or Not qualified (weighted at 1250%) 0 0

 

Table III.3

Assets weighted subject to operational risk

Method Risk weighted Assets Capital Requirement
STANDARD ALTERNATIVE METHOD 47,237 3,779
   
   
Average of requirement by market and credit risk of the last 36 months Average of annual positive net income of the last 36 months
0 50,012

 

Table IV.1

Main characteristics of titles that are part of the Net Capital

Reference Characteristic Options
1 Issuer Banco Santander México, S. A.
2 ISIN, CUSIP or Bloomberg Identifier MX00BS030007
3 Legal frame Securities Market Law
  Regulation treatment  
4 Level of capital with transitory N.A
5 Level of capital without transitory Fundamental Capital
6 Instrument level Credit Institution without consolidating
7 Instrument type Series F Shares
8 Amount acknowledge of regulatory capital $15,210,402,155.77
9 Instrument's par value $3.78
9A Instrument's currency Mexican Pesos
10 Accounting qualification Capital
11 Date of issuance N.A
12 Instrument´s term Perpetual
13 Date of expiration Without expiration
14 Early payment clause No
15 First date of early payment N.A
15A Regulatory or fiscal events No
15B Liquidation price of the early payment clause N.A
16 Subsequent early payment dates N.A
  Yields / Dividends  
17 Type of yield/dividend Variable
18 Interest rate/dividend Variable
19 Cancellation of dividends clause No
20 Payment discretion Mandatory
21 Interest increase clause No
22 Yields/Dividends Not Accruable
23 Convertibility of the instrument N.A
24 Convertibility conditions N.A
25 Degree of convertibility N.A
26 Conversion rate N.A
27 Instrument convertibility rate N.A
28 Type of convertibility financial instrument N.A

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29 Instrument issuer N.A
30 Write-down clause No
31 Conditions for write-down N.A
32 Degree of write-down N.A
33 Temporality of write-down N.A
34 Mechanism for temporary write down N.A
35 Subordination position in the event of liquidation Creditors in general
36 Breach characteristics No
37 Description of breach characteristics N.A

 

Table IV.1.2

Main characteristics of titles that are part of the Net Capital

Reference Characteristic Options
1 Issuer Banco Santander México, S. A.
2 ISIN, CUSIP or Bloomberg Identifier MX00BS030007
3 Legal frame Securities Market Law
  Regulation treatment  
4 Level of capital with transitory N.A
5 Level of capital without transitory Fundamental Capital
6 Instrument level Credit Institution without consolidating
7 Instrument type Series B Shares
8 Amount acknowledge of regulatory capital $14,588,587,852.93
9 Instrument's par value $3.78
9A Instrument's currency Mexican Pesos
10 Accounting qualification Capital
11 Date of issuance N.A
12 Instrument´s term Perpetual
13 Date of expiration Without expiration
14 Early payment clause No
15 First date of early payment N.A
15A Regulatory or fiscal events No
15B Liquidation price of the early payment clause N.A
16 Subsequent early payment dates N.A
  Yields / Dividends  
17 Type of yield/dividend Variable
18 Interest rate/dividend Variable
19 Cancellation of dividends clause No
20 Payment discretion Mandatory
21 Interest increase clause No
22 Yields/Dividends Not Accruable
23 Convertibility of the instrument N.A
24 Convertibility conditions N.A
25 Degree of convertibility N.A
26 Conversion rate N.A
27 Instrument convertibility rate N.A
28 Type of convertibility financial instrument N.A
29 Instrument issuer N.A
30 Write-down clause No
31 Conditions for write-down N.A
32 Degree of write-down N.A
33 Temporality of write-down N.A
34 Mechanism for temporary write down N.A

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35 Subordination position in the event of liquidation Creditors in general
36 Breach characteristics No
37 Description of breach characteristics N.A

 

Table IV.1.3

Main characteristics of titles that are part of the Net Capital

Reference Characteristic Options
1 Issuer Banco Santander México, S. A., Institución de Banca Múltiple, Grupo Financiero Santander México.
2 ISIN, CUSIP or Bloomberg Identifier   ISIN CUSIP
144A US05969BAB99 05969B AB9
Reg S USP1507SAD91 P1507S AD9
3 Governing Law The Capital Notes and their corresponding Indenture are governed by, and construed in accordance with, the law of the State of New York. Whether a Trigger Event (leading to a Write-Down) or a Mexican Regulatory Event (leading to a Suspension Period) has occurred is based upon a determination by the applicable Mexican regulator, in accordance with Mexican law (as amended from time to time). Whether a Withholding Tax Event or a Tax Event has occurred is based upon a determination in accordance with Mexican law (or other applicable law in the case of a Withholding Tax Event involving a jurisdiction other than Mexico), as amended from time to time, evidenced by an opinion of a nationally recognized law firm and, if required, a certification by the Issuer. Whether a Capital Event has occurred is determined by the Issuer in accordance with Mexican law (as amended from time to time). The ranking and subordination of the Notes, will be governed by, and construed in accordance with, Mexican law (as amended from time to time). The Issuer will waive any rights it may have under the law of the State of New York not to give effect to any such determination to the fullest extent permitted by applicable law. Any proceedings in respect of the Issuer’s concurso mercantil or bankruptcy will be conducted in accordance with the Mexican Bankruptcy Law, and any merger or consolidation shall be subject to applicable approvals under the Mexican Banking Law and any other applicable Mexican laws, as amended from time to time.
  Regulatory Treatment  
4 Capital category the Capital Note qualifies as, based on Article 3, Transitory, Resolution 50th N.A.
5 Capital category the Capital Note qualifies as, based on Annexes 1-Q, 1-R and 1-S “Tier 2” or Supplementary Capital (Capital Complementario).
6 Instrument seniority within the Group Subordinated Debt issued by our Credit Institution.
7 Type of Instrument Tier 2 Subordinated Capital Notes.
8 Amount acknowledged as regulatory capital $23,902,131,488.00
9 Instrument's Face Value $24,340,030,000.00 (USD $1,300,000,000.00)
9A Currency USD.
10 Accounting Classification Subordinated Debt.
11 Issuance Date December 27, 2013.

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12 Type of Expiration Expiration Date.
13 Expiration Date January 30, 2024.
14 Optional Redemption Subject to certain conditions, the Issuer may redeem the Capital Notes at par plus accrued and unpaid interest due on, or with respect to, the Capital Notes, plus Additional Amounts, if any, (i) in whole or in part, only on the Optional Redemption Date or (ii) in whole at any date by means of the existence a Withholding Tax Event or a Special Event.
15 Optional Redemption Date January 30, 2019.
15A Does the early redemption clause contemplates Regulatory or Fiscal Events?

Yes.

 

Withholding Tax Redemption: The Issuer may redeem the Capital Notes at par plus accrued and unpaid interest due on, or with respect to the Capital Notes, plus Additional Amounts, if any, in whole but not in part, prior to the Maturity Date as a result of certain changes in tax law affecting the, and resulting in a higher, withholding tax applicable to interest payments under the Capital Notes, subject to the satisfaction of certain conditions.

 

Special Event Redemption: The Issuer may redeem the Capital Notes at par plus accrued and unpaid interest due on, or with respect to, the Capital Notes, plus Additional Amounts, if any, in whole but not in part, upon the occurrence of a Special Event (which event happens upon the occurrence of certain changes in capital treatment or tax deductibility of payments under the Capital Notes and the satisfaction of certain conditions).

15B Liquidation price for an early redemption Upon an early redemption, Capital Notes would be repaid at par plus accrued and unpaid interest due on, or with respect to, the Capital Notes, plus Additional Amounts, if any.
16 Subsequent early redemption dates  None, except for early redemptions caused by a Withholding Event or a Special Event, which can be made at any date before Maturity Date.
  Yields / Dividends  
17 Type of Interest Rate Fixed Rate with only one reset date at the Optional Redemption Date.
18 Interest Rate 5.95%.
19 Dividend Stopper Clause: Subject to certain exceptions, the Issuer will not be allowed to make certain distributions during a Suspension Period, including (i) dividends or distributions on capital stock, (ii) make any payment of the Issuer’s debt securities that rank pari passu with or junior in right of payment and in liquidation to the Capital Notes; or (iii) make any guaranty payments with respect to any guaranty of the debt securities of its subsidiaries if such guaranty ranks pari passu with or junior in right of payment and in liquidation to the Capital Notes.
20 Are Interest Payments discretionary? Interest Payments are Mandatory.
21 Interest increase / Step-Up clause No.
22 Are coupon payments cumulative?

Cumulative.

 

The Issuer will have the right to and will defer, but not cancel (except pursuant to a Write-Down), payment of interest and principal due on the Capital Notes, if the CNBV institutes certain corrective measures against the Issuer if the Issuer is classified as Class III (or equivalent classification under any successor provisions) or below under the Mexican Capitalization Requirements. Payments of interest due on the Capital Notes will be cumulative. Subject to the occurrence of one or more Write-Downs, a Suspension Period shall terminate and the payment of interest due on the Capital Notes and payment of principal thereof will resume when the related Mexican Regulatory Event has terminated.

23 Convertibility of the instrument N.A.

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24 Convertibility conditions N.A.
25 Degree of convertibility N.A.
26 Conversion rate N.A.
27 Type of Conversion N.A.
28 Type of shares into which the title is converted N.A.
29 Issuer of such capital instrument N.A.
30 Write-Down Mechanism Yes.
31 Write-Down Trigger Events A “Trigger Event” will be deemed to have occurred if (i) the CNBV publishes a determination, in its official publication of capitalization levels for Mexican banks, that Banco Santander Mexico’s Fundamental Capital Ratio, as calculated pursuant to the applicable Mexican Capitalization Requirements, is equal to or below 4.5%, (ii) both (A) the CNBV notifies Banco Santander Mexico that it has made a determination, pursuant to Article 29 Bis of the Mexican Banking Law, that a cause for revocation of Banco Santander Mexico’s license has occurred resulting from (y Banco Santander Mexico’s non-compliance with corrective measures imposed by the CNBV pursuant to the Mexican Banking Law, or (z) Banco Santander Mexico’s non-compliance with the capitalization requirements set forth in the Mexican Capitalization Requirements and (B) Banco Santander Mexico has not cured such cause for revocation, by (a) complying with such corrective measures, or (b)(1) submitting a capital restoration plan to, and receiving approval of such plan by, the CNBV, (2) pledging to the Mexican governmental authorities, to secure performance of such capital restoration plan, seventy five percent (75%) of the Issuer’s aggregate issued and outstanding shares and (3) not being classified in Class III, IV, or V, or (c) remedying any capital deficiency, in the case of (a), (b) and (c), on or before the 15th business day in Mexico following the date on which the CNBV notifies Banco Santander Mexico of such determination; or (iii) the Financial Stability Committee, which is a committee formed by the CNBV, the Ministry of Finance and Public Credit, the Mexican Central Bank and the Mexican Savings Protection Agency, determines pursuant to Article 122 Bis of the Mexican Banking Law that financial assistance is required by the Issuer to avoid revocation of the Issuer’s license for the Issuer’s failure to comply with corrective measures, comply with capitalization requirements or to satisfy certain liabilities when due, as a means to maintain the solvency of the Mexican financial system or to avoid risks affecting the Mexican payments system and such determination is either made public or notified to Banco Santander Mexico.
32 Write-Down Amount “Write-Down Amount” means an (i) amount that would be sufficient, together with any concurrent pro rata write down of any other loss-absorbing instruments issued by us and then outstanding, to return Banco Santander Mexico’s Fundamental Capital to the levels required under Section IX, b), 2 of Annex 1-S of the General Rules Applicable to Mexican Banks, or (ii) if any Write-Down of the Current Principal Amount, together with any concurrent pro rata write down of any other loss-absorbing instruments issued by us and then outstanding, would be insufficient to return Banco Santander Mexico’s Fundamental Capital to the levels required under Section IX, b), 2 of Annex 1-S of the General Rules Applicable to Mexican Banks, the amount necessary to reduce the Current Principal Amount of each outstanding Capital Note to zero.
33 Write-Up Mechanism N.A., Write-Down, if applied, will be permanent.
34 Mechanism for temporary Write-Down N.A.
35 Ranking of the Capital Notes in a liquidation event The Capital Notes constitute subordinated indebtedness, and (i) will be subordinated and junior in right of payment and in liquidation to all of the Issuer’s present and future senior indebtedness, (ii) will rank pari passu with all other unsecured subordinated preferred indebtedness and (iii) will be senior to subordinated non-preferred indebtedness and all classes of the Issuer’s equity or capital stock.

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36 Does any characteristic of the Capital Notes breach conditions set forth in Annex 1-R, 1-S or 1-Q of the Mexican Banking Law No.
37 Specify which characteristics of the Capital Notes breach conditions set forth in Annex 1-R, 1-S or 1-Q of the Mexican Banking Law N.A.

 

Table IV.1.4

Main characteristics of titles that are part of the Net Capital

Reference Characteristic Options
1 Issuer Banco Santander México, S. A., Institución de Banca Múltiple, Grupo Financiero Santander México.
2 ISIN, CUSIP or Bloomberg Identifier

ISIN: US40053CAA36

 

CUSIP: 40053C AA3

 

BMV Ticker: BSMX 17

 

3 Governing Law The Capital Notes and the Indenture are governed by, and construed in accordance with the laws of New York, except that the ranking and subordination provisions, provisions related to mandatory cancellation of interest, provisions relating to conversion, provisions relating to a withholding tax redemption or a special redemption and the waiver of the right to set-off by the holders of the Capital Notes and by the Trustee acting on behalf of the holders with respect to the Capital Notes will be governed by and construed in accordance with the laws of Mexico.
  Regulatory Treatment  
4 Level of capital with transitory  N.A.
5 Level of capital without transitory Tier 1 Capital (Capital Básico No Fundamental).
6 Instrument level within the Group Subordinated Debt issued from our Credit Institution.
7 Type of Instrument Perpetual Subordinated Non-Preferred Contingent Convertible Additional Tier 1 Capital Notes.
8 Amount acknowledged as regulatory capital $9,018,160,682.00
9 Instrument's Face Value $9,361,550,000.00 (USD $500,000,000.00)
9A Currency USD.
10 Accounting Classification Principal is accounted as debt, coupon payments are accounted as capital.
11 Issuance Date December 23, 2016.
12 Type of Expiration Perpetuity.
13 Expiration Date N.A.
14 Optional Redemption

Subject to certain conditions, the Issuer may redeem the Capital Notes at par plus accrued and unpaid interest due on, or with respect to, the Capital Notes, plus Additional Amounts, if any, (i) in whole or in part, only on the Optional Redemption Dates or (ii) in whole at any date by means of the existence a Withholding Tax Event or a Special Event.

15 First Optional Redemption Date January 20, 2022.

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15A Does the early redemption clause contemplates Regulatory or Fiscal Events?

Yes.

 

Withholding Tax Redemption: The Issuer may redeem the Capital Notes at par plus accrued and unpaid interest due on, or with respect to the Capital Notes, plus Additional Amounts, if any, in whole but not in part, prior to the Maturity Date as a result of certain changes in tax law affecting the, and resulting in a higher, withholding tax applicable to interest payments under the Capital Notes, subject to the satisfaction of certain conditions.

 

Special Event Redemption: The Issuer may redeem the Capital Notes at par plus accrued and unpaid interest due on, or with respect to, the Capital Notes, plus Additional Amounts, if any, in whole but not in part, upon the occurrence of a Special Event (which event happens upon the occurrence of certain changes in capital treatment or tax deductibility of payments under the Capital Notes and the satisfaction of certain conditions).

15B Liquidation price for an early redemption Upon an early redemption, Capital Notes would be repaid at par plus accrued and unpaid interest due on, or with respect to, the Capital Notes, plus Additional Amounts, if any,
16 Subsequent early redemption dates

Every Interest Payment Date after the First Optional Redemption Date.

 

Early redemptions caused by a Withholding Event or a Special Event, which can be made at any date.

  Yields / Dividends  
17 Type of Interest Rate Fixed with reset dates on the First Redemption Date and every fifth anniversary thereafter.
18 Interest Rate 8.50%.
19 Dividend Stopper Clause

Unless the most recent payable accrued interests and any Additional Interest on the Capital Notes have been paid, the Issuer shall not: (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of its capital stock; or (ii) make any payment of premium, if any, or interest on or repay, repurchase or redeem any of its Subordinated Non-Preferred Indebtedness.

20 Are Interest Payments discretionary

Completely Discretionary.

 

(a) Interest is payable solely at the Issuer’s discretion, and no amount of interest shall become due and payable in respect of the relevant interest period to the extent that it has been canceled by the Issuer (in whole or in part) at its sole discretion and/or has been canceled as a result of the occurrence and continuation of an Interest Cancellation Event; and (b) a cancellation of interest (in whole or in part) shall not constitute a default.

21 Interest increase / Step-Up clause No.
22 Are Coupon Payments Cumulative? No.
23 Convertibility of the instrument Yes.
24 Conversion Trigger Events

A Conversion Trigger Event shall occur:

 

(i) the Business Day in Mexico following the publication of a determination by the CNBV, in its official publication of capitalization levels for Mexican banks, that Banco Santander México’s Fundamental Capital Ratio, as calculated pursuant to the applicable Mexican Capitalization Requirements, is equal to or below 5.125%;

 

(ii) if both (A) the CNBV notifies Banco Santander México that it has made a determination, pursuant to Article 29 Bis of the Mexican Banking Law, that a cause for revocation of Banco Santander México’s license has occurred resulting from (x) Banco Santander México’s assets being insufficient to satisfy its liabilities, (y) Banco Santander México’s non-compliance with corrective measures imposed by the CNBV pursuant to the Mexican Banking Law, or (z) Banco Santander México’s non-compliance with the capitalization requirements set forth in the Mexican Capitalization Requirements and (B) Banco Santander México has not cured such cause for revocation, by (x) complying with such corrective measures, or (y)(1) submitting a capital restoration plan to, and receiving approval of such plan by, the CNBV, (2) not being classified in Class III, IV or V, and (3) transferring at least 75% of its shares to an irrevocable trust, or (z) remedying any capital deficiency, in each case,

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on or before the third or seventh calendar day in Mexico, as applicable, following the date on which the CNBV notifies Banco Santander México of such determination;

(iii) if the Banking Stability Committee, which is a committee formed by the CNBV, the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público), Banco de México and the IPAB, determines pursuant to Article 29 Bis 6 of the Mexican Banking Law that, under Article 148, Section II, paragraphs (a) and (b) of the Mexican Banking Law, financial assistance is required by Banco Santander México to avoid revocation of its license because Banco Santander México’s assets are insufficient to satisfy Banco Santander México’s liabilities, or Banco Santander México’s failure to comply with corrective measures, to comply with capitalization requirements, or to satisfy certain liabilities when due, as a means to maintain the solvency of the Mexican financial system or to avoid risks affecting the Mexican payments system and such determination is either made public or notified to Banco Santander México (for the avoidance of doubt, pursuant to Annex 1-R of the general rules applicable to Mexican banks, a Conversion Trigger Event shall occur if financial assistance or other loans shall be granted to the Bank pursuant to Article 148, Section II, paragraphs (a) and (b) of the Mexican Banking Law)

25 Conversion Amount  “Conversion Amount” means: (i) a conversion of the then Current Principal Amount of Capital Notes in an amount that would be sufficient, and together with any concurrent pro rata write-down or conversion of any other Subordinated Non-Preferred Indebtedness issued by Banco Santander México and then outstanding, to return Banco Santander México’s Fundamental Capital Ratio to the then-applicable Fundamental Capital Ratio required by the CNBV in accordance with Section IV, c), 1 of Annex 1-R of the general rules applicable to Mexican banks or any successor regulation; or, if no such amount, together with any such concurrent pro rata write-down or conversion, would be sufficient to so restore Banco Santander México’s Fundamental Capital Ratio to the aforementioned amount, then (ii) conversion of the then Current Principal Amount of Notes in the amount necessary to reduce the principal amount of each outstanding Note to zero.
26 Conversion Price

The conversion price shall be, if the Ordinary Shares are:

(i) then admitted to trading on the Mexican Stock Exchange, the higher of: (x) the volume weighted average of the Ordinary Shares closing price on the Mexican Stock Exchange for the thirty (30) consecutive Business Days immediately preceding the Conversion Date, with each closing price for the thirty (30) consecutive Business Days being converted from Mexican pesos into U.S. dollars at the then-prevailing exchange rate; or (y) floor price of Ps.20.30 converted into U.S. dollars at the then-prevailing exchange rate;

(ii) not then admitted to trading on the Mexican Stock Exchange, the floor price of Ps.20.30 converted into U.S. dollars at the then-prevailing exchange rate.

The conversion price shall be subject to certain anti-dilution adjustments.

27 Type of Conversion Mandatory.
28 Type of shares into which the title is converted Banco Santander México’s Series F shares (common shares).
29 Issuer of such capital instrument Banco Santander México, S. A., Institución de Banca Múltiple, Grupo Financiero Santander México.
30 Write-Down Mechanism N.A.
31 Write-Down Trigger Events N.A.
32 Write-Down Amount N.A.
33 Write-Up Mechanism N.A.
34 Mechanism for temporary Write-Down N.A.
35 Ranking of the Capital Notes in a liquidation event The Capital Notes will represent the Issuer’s general, unsecured and subordinated obligations. The Capital Notes constitute Subordinated Non-Preferred Indebtedness and will rank (i) subordinate and junior in right of payment and in liquidation to all of the Issuer’s present and future Senior Indebtedness and Subordinated Preferred Indebtedness, (ii) pari passu without preference among themselves and with all of the

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    Issuer’s present and future other unsecured Subordinated Non-Preferred Indebtedness and (iii) senior only to all classes of the Issuer’s capital stock.
36 Does any characteristic of the Capital Notes breach conditions set forth in Annex 1-R, 1-S or 1-Q of the Mexican Banking Law No.
37 Specify which characteristics of the Capital Notes breach conditions set forth in Annex 1-R, 1-S or 1-Q of the Mexican Banking Law N.A.

 

The information relating to Annex 1-O Capitalization Ratio Santander Consumo, Santander Hipotecario and Inclusión Financiera is available on the website

www.santander.com.mx/ir

 

Leverage ratio

 

Table I.1
Integration of the main sources of leverage
Reference  Item Sep- 2018
1 On-balance sheet items (excluding derivatives and SFTs, but including collateral) 1,168,293
2 (Asset amounts deducted in determining Basel III Tier 1 capital) (41,720)
3 Total on-balance sheet exposures (excluding derivatives and SFTs) (sum of lines 1 and 2) 1,126,573
Derivative exposures
4 Replacement cost associated with all derivatives transactions (i.e. net of eligible cash variation margin) 44,502
5 Add-on amounts for PFE associated with all derivatives transactions 52,756
6 Gross-up for derivatives collateral provided where deducted from the balance sheet assets pursuant to the operative accounting framework  
7 (Deductions of receivables assets for cash variation margin provided in derivatives transactions) 0
8 (Exempted CCP leg of client-cleared trade exposures)  
9 Adjusted effective notional amount of written credit derivatives  
10 (Adjusted effective notional offsets and add-on deductions for written credit derivatives)  
11 Total derivative exposures (sum of lines 4 to 10) 97,258
Securities financing transaction exposures
12 Gross SFT assets (with no recognition of netting), after adjusting for sale accounting transactions 97,836
13 (Netted amounts of cash payables and cash receivables of gross SFT assets) (68,651)
14 CCR exposure for SFT assets 3,170
15 Agent transaction exposures  
16 Total securities financing transaction exposures (sum of lines 12 to 15) 32,355
Other off-balance sheet exposures
17 Off-balance sheet exposure at gross notional amount 134,261

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18 (Adjustments for conversion to credit equivalent amounts) (57,024)
19 Off-balance sheet items (sum of lines 17 and 18) 77,237
Capital and total exposures
20 Tier 1 capital 94,661
21 Total exposures (sum of lines 3, 11, 16 and 19) 1,333,423
Leverage ratio
22 Basel III leverage ratio 7.10%
     
Table II.1
Comparison total assets and assets adjusted
Reference Item Sep-18
1 Total consolidated assets as per published financial statements 1,352,264
2 Adjustment for investments in banking, financial, insurance or commercial entities that are consolidated for accounting purposes but outside the scope of regulatory consolidation 0
3 Adjustment for fiduciary assets recognised on the balance sheet pursuant to the operative accounting framework but excluded from the leverage ratio exposure measure (41,720)
4 Adjustments for derivative financial instruments (55,931)
5 Adjustment for securities financing transactions 1,573
6 Adjustment for off-balance sheet items 77,237
7 Other adjustments  
 8 Leverage ratio exposure 1,333,423
 

Table III.1

 

Conciliation of total assets and exposure in the balance
 Reference Item sep-18
1 Total consolidated assets as per published financial statements 1,352,264
2 operative derivative financial instruments (153,188)
3 operative securities financing transactions (30,782)
4 Trust assets recognized in the balance sheet under the accounting framework, but excluded from the exposure measure of the leverage ratio 0.00
On-balance exposure 1,168,293
     
Table IV.1
Variation of the elements
  Jun-18 Sep-18  
Concept/Quarter T-1 T Variation (%)
Basic Capital 90,987 94,661 4.0
Adjusted assets 1,319,621 1,333,423 1.0
Leverage Ratio 6.89% 7.10%  

 

The information relating to Annex 1-O Leverage Ratio is available on the website

www.santander.com.mx/ir

 

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15. Risk Diversification

Pursuant to the general rules for risk diversification in the performance of borrowing and lending transactions applicable to credit institutions, published in the Federal official Gazette on April 30, 2003, the following information with respect to credit risk transactions as of September 30th, 2018, is provided:

 

- At September 30th, 2018 did not have financing granted to debtors or groups of individuals representing single common risk is greater the amount of core capital Bank.

 

- Loans granted to the three major debtors or groups of persons representing a common risk for a total amount of Ps.44,110 million representing the 46.60% of the basic capital of the Bank.

 

16. Internal and external Sources of Liquidity

Financial sources of liquidity in domestic and foreign currency come from the different savings products that Banco Santander México offers to its clients; mainly checking accounts and time deposits.

 

An additional internal source of liquidity is the collection of fees, interests and principal amounts of the loans that the Bank grants to its clients.

 

With respect to external sources of liquidity, the Bank has access to the local and foreign capital markets through different alternatives that range from the issuance of senior and subordinated debt as well as the issuance of other debt or equity instruments. Santander México also obtains funding from other institutions including the Mexican Central Bank, development banks, commercial banks, and other institutions.

 

Banco Santander México may also obtain liquidity via sale and repurchase agreements (short-term repos) over securities it holds in its investment portfolio. Additionally, the Bank could obtain liquidity through the sale of assets.

 

17. Dividends Policy

Banco Santander México performs the payment of dividends pursuant to the applicable legal, administrative, fiscal and accounting rules, based in the results obtained by Banco Santander México. The payment of dividends is discussed in the Ordinary General Stockholders’ Meeting, which is the body that orders and approves the payment of dividends to the stockholders.

 

18. Treasury Policies

The activities of Banco Santander México’s treasury are performed pursuant to the following:

 

a)In compliance with the provisions issued by the different authorities of the financial system for bank institutions, such as guidelines for lending and borrowing transactions, accounting rules, liquidity ratios, regulatory matching, capacity of the payment systems, etc.

 

b)Internal limits for market, liquidity and credit risks that are reviewed and approved by appropriate committees, i.e., there are limits established and independent for treasury activities for the management of the assets and liabilities of the bank with respect to the market and liquidity risk derived from such management, as well as the limits regarding counterparty risk derived from the daily transactions. The treasury is responsible for their activities within the limits allowed to manage their risk.

 

c)Compliance with the guidelines stipulated by national and international standard agreements regarding transactions performed in markets.

 

d)Sound market practices.

 

e)Strategies proposed in the banks internal committees.

 

f)Compliance with the operation procedures of the institution.

 

19. Shareholding    
Subsidiaries    % of interest
     
Santander Consumo, S.A de C.V., SOFOM, E.R.   99.99
Santander Vivienda, S.A. de C.V., SOFOM, E.R.   99.99
Santander Inclusion Financiera, S.A. de C.V., SOFOM, E.R.   99.99
Centro de Capacitación Santander, A.C.   99.99
Banco Santander, S.A. F-100740   99.99
Fideicomiso GFSSLPT Banco Santander, S.A.   89.14
Santander Servicios Corporativos, S.A. de C.V.   99.99
Santander Servicios Especializados, S.A. de C.V.   99.99

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20. Internal Control

The activities of Banco Santander Mexico are governed by the current legislations of the local regulator and for a series of guidelines established by his holding company, Banco Santander, whose headquarters are located in Madrid.

 

For the compliance of the regulations in force, Santander México has developed and implemented an Internal Control Model (ICM) which includes the participation of the Board of Directors, the statutory advisor, the Audit Committee, the Internal Audit Department, the General Direction, the Internal Control Department, Financial Control Department and the Regulatory Control Department.

 

The ICM is based in the identification and documentation of the main risks and the annual assessment of the controls that are created to mitigate such risks. ICM guarantees, among other aspects, the design, establishment and updating of measures and controls that promote the compliance with the internal and external regulations, such as the Committee of Sponsoring Organizations of the Tradeway Commission (COSO) guidelines and the proper operation of the financial data processing systems.

 

The internal control system includes:

 

The implementation of an organizational structure has allowed the development and growth of the bank. Such structure is constituted as follows:

 

CEO and General Direction

 

The following functions report to the President and CEO:

 

§Deputy General of intervention and Management Control

 

§Deputy General Direction of Technology and Operations

 

§Executive Direction of Human Resources

 

§Deputy General Direction of Corporate Resources and Recoveries

 

§Deputy General Direction of Legal Affairs and Compliance

 

§Chief Financial Officer

 

§Vice-president of Commercial Banking:

 

-Deputy General Direction Network Commercial

 

-Deputy General Direction of New Business

 

-Deputy General Direction of Strategy of Business

 

-Executive Direction of Commercial Planning

 

-Executive Direction of Transformation Commercial and Innovation

 

-Executive Direction of Strategy Clients

 

-Deputy General Direction of Digital Factory

 

§Deputy General Direction of Corporate & Investment Banking

 

§Deputy General Direction of Enterprises and Institutions

 

§Deputy General Direction of Risk

 

§Deputy General Direction of Public Affairs and Strategy

 

§Executive Direction of Audit

 

The roles and responsibilities of each direction have been stipulated in order to optimize the performance of the activities of Santander México.

 

The Organization area related to the Executive Direction of Processes and Change Management, via manuals, circulars and bulletins, governs the activities of the bank; likewise, the Regulatory Control Department has established a general Code of Conduct that every employee of Santander México has to follow.

 

The structure of Santander México includes the constitution of a Board of Directors, which establishes the objectives, the policies and general procedures of Santander México, the appointment of directors and the constitution of committees that are to supervise the development of the activities of Santander México.

 

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The committees that supervise the development of the entities that constitute Banco Santander México, created and reported to the Board of Directors, are:

 

§Audit Committee

 

§Corporate Practices, Nominating and Compensation Committee

 

§Risk Management Committee

 

§Remuneration Committee

 

§Communication and Control Committee

 

The registration, control and storage of the daily activities of Santander México are carried out by systems mainly designed and focused on the banking and brokerage activity. The common platform for such purposes is known as ALTAIR and it is applied by all the entities in Latin America that are part of Banco Santander (España).

 

Loans portfolio and transactions of commercial banking of the bank are controlled and registered at ALTAIR. Treasury activities are controlled and registered in computer platforms and the operations are centralized for its accounting registration in ALTAIR. Such platforms comply with the parameters stipulated by the CNBV with respect to reliability and accuracy.

 

Santander México is regulated by the CNBV, and therefore, the financial statements are prepared according to the accounting practices stipulated by such Commission via the issue of accounting circulars, general official letters and particular official letters regarding the accounting registration of transactions. For such purposes, the accounting system of Santander México has been structured with an accounts catalog stipulated by the Commission, and all the reports come from such system and comply with the applicable provisions.

 

Within Santander México, there is an independent area of Internal Audit, whose mission is to oversee the compliance, efficacy and efficiency of the internal control systems of the Bank, as well as the reliability and quality of the accounting information.

 

To achieve so, Internal Audit verifies that the risks inherent to the activity of Santander México are properly covered and the policies stipulated by the Direction, the applicable internal and external regulations and the procedures are observed.

 

The results of the activities of Internal Audit are reported on regular basis to the General Direction, the Audit Committee and the Board of Directors. Among other issues, the results of the audits performed to the different business units of the companies that constitute Santander México and the follow up of the recommendations provided to the different areas and/ or entities are informed.

 

Internal Audit has a quality system oriented to the client satisfaction focus on continuous process improvement, which has been subject to a successful Quality Assurance Review (QAR) during 2014.

 

In summary, Internal Control of Santander México includes the continuous development, implementation and updating of an internal control model where all the areas of the bank have an active role.

 

During the quarter, there have been no changes to the internal controls and internal audit guidelines.

 

21. Transactions with related parties  
   
Receivable  
Funds available 1,957
Debtors under sale and repurchase agreements 493
Derivatives (asset) 58,278
Performing loan portfolio 4,694
Other receivables, (net) 4,132
   
Payable  
Time deposits 2,633
Demand deposits 820
Credit instruments issued 1,045
Creditors under sale and repurchase agreements 30,716
Derivatives (liability) 32,300
Other payables 33,501
Subordinated debentures 28,644
   
Revenues  
Interest 169
Commissions and fee income 4,677
Net gain (loss) on financial assets and liabilities (6,607)
   
Expenses  
Interest 2,674
Administrative expenses 637
Technical assistance 1,497

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22. Interests on loan portfolio
As of September 30th, 2018, the consolidated income statement includes, in the item "Interest income " Ps.59,522 million that correspond to interests from the loan portfolio of Banco Santander México, S.A., Santander Consumo, S.A. de C.V. SOFOM E.R. and Santander Vivienda, S.A. de C.V. SOFOM E.R.

 

23. Integral Risk Management (unaudited)

Risk management is considered by Banco Santander as a competitive element of strategic nature with the purpose of maximizing the value for the stockholder. This management is defined, from a conceptual and organizational sense, as a comprehensive management of the different risks (market risk, liquidity risk, credit risk, counterparty risk, operative risk, legal risk and technological risk) assumed by Banco Santander for the development of its activities. The management of the risk inherent to transactions is essential for understanding and determining the behavior of the financial condition of Banco Santander and the creation of long-term value.

 

In order to comply with the provisions regarding the Comprehensive Risk management applicable to credit institutions, issued by the National Banking and Exchange Commission, the Board of Directors agreed to create the Comprehensive Risk Management Committee of Banco Santander, to work pursuant to the rules set by such regulations. This Committee gathers every month and verifies that the transactions are according to the objectives, policies and procedures approved by the Board of Directors for the Comprehensive Risk Management.

 

The Comprehensive Risk management Committee delegates in the Comprehensive Risk Management Unit the responsibility for the implementation of procedures for the measure, administration and control of risks according to the applicable policies; such Unit has the faculty to authorize amounts greater than the stipulated limits and in such cases, the Board of Directors shall be informed on such deviations.

 

Market Risk

 

The Market Risk Management department of the Comprehensive Risk management Unit is responsible for recommending the policies on market risk management of Banco Santander, and to establish the parameters for risk measuring, and to provide reports, analysis and assessments to the senior management, to the Comprehensive Risk management Committee and to the Board of Directors.

 

The market risk management is to identify measure, monitor and control risks arising from fluctuations in interest rates, exchange rates, prices and other market risk factors in currency, money, capital and derivative markets that are exposed the positions that belong to Banco Santander.

 

The market risk measurement quantifies the potential variation in the value of the positions as a consequence of changes in the market risk factors.

 

Depending on the nature of the activities of each business unit, debt and capital instruments are registered as securities for trade, securities available for sale and or securities held to maturity. The main characteristic that identifies securities available for sale is their permanent nature and they are managed as an structural part of the balance sheet. Banco Santander has established provisions that all securities available for sale must fulfill, as well as adequate controls for the compliance of such provisions.

 

Whenever significant risks are identified, they are measured and limits are allocated in order to assure an adequate control. Global measurement of risk is carried out via a combination of the methodology applied to Portfolios for Trade and to the management of Assets and Liabilities.

 

Trading Books

 

In order to measure the risk in a global approach, the methodology of Value at Risk (“VaR”) is used. VaR is defined as the statistical estimate of the potential loss of value of a given position, during certain period and at certain confidence level. VaR provides a universal measure of the level of exposure of the different risk portfolios; it allows the comparison of the risk level assumed in different securities and markets and expresses the level of each portfolio through a unique figure in economic units.

 

VaR is calculated via historical simulation, with a 521 working-days window (520 percentage changes) and a one-day horizon. The calculation is performed from a series of simulated gains and losses with 1% percentile at constant pesos and with pesos decreasing on an exponential basis, with a decrease factor that is reviewed on annual basis, the most conservative measure is the one to be reported. A confidence level of 99% is assumed.

 

Note that the historical simulation model is limiting to assume that the recent past represent the near future.

 

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The Value at Risk as of the end of third quarter of 2018 (unaudited) amounted to:

 

Bank
   VaR
(Thousands of pesos)
%
Trading Desks                                                     88,382.53 0.07
Market Making                                                     77,033.23 0.06
Proprietary Trading                                                     21,460.01 0.02
     
Risk factor    
Interest rate                                                     87,542.47 0.07
Foreign exchange                                                     48,198.33 0.04
Equity                                                       1,245.09 0.00
* % of VaR with respect to Net Capital  

 

The Value at Risk for the average the third quarter of 2018 (unaudited) amounted to:

 

Bank
   VaR
(Thousands of pesos)
%
Trading Desks                                                  100,330.95 0.09
Market Making                                                     80,202.02 0.07
Proprietary Trading                                                     19,545.45 0.02
     
Risk factor    
Interest rate                                                     94,506.12 0.08
Foreign exchange                                                     55,889.39 0.05
Equity                                                       2,361.32 0.00
* % of VaR with respect to Net Capital  

 

Likewise, monthly simulations of gains or losses of portfolios are carried out by revaluating such portfolios under different scenarios (Stress Test). Such estimates are generated using two different methods:

 

§Applying to risk factors the percentage changes observed in certain periods including relevant market turbulences.

 

§Applying to risk factors changes that depend on the volatility of each risk factor.

 

On a monthly basis “back testing” is carried out to compare daily gains and losses that would have been observed is the same positions had been maintained, taking into account only the change in value at risk in order to be able to fine tune the models. Even though these reports are prepared on a monthly basis, they include daily tests.

 

Assets and Liabilities Management

 

Commercial banking activities of Banco Santander generate important balance sheet amounts. The Assets and Liabilities Committee (“ALCO”) is responsible for determining the guidelines for the management of financial margin risk, net worth value and liquidity that must be followed by the different commercial portfolios. Pursuant to this approach, the General Direction of Finances has the responsibility to execute the strategies defined by the Assets and Liabilities Committee in order to modify the risk profile of the commercial portfolio by following the corresponding policies. Compliance with information requirements for interest rate, Exchange rate and liquidity risks is fundamental.

 

As part of the financial management of Banco Santander, sensitivity to Net Interest Income (“NIM”) and Market Value of Equity (“MVE”) of the different balance sheet items is analyzed in comparison to variations in interest rates. This sensitivity is derived from the difference between maturity dates of assets and liabilities and the dates interest rates are modified. The analysis is performed from the classification of each item sensitive to interest rate throughout time, according to their repayment, maturity or contractual modification of the applicable interest rate.

 

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  Sensitivity NIM   Sensitivity MVE
Bank Jul-18 Aug-18 Sep-18 Average   Jul-18 Aug-18 Sep-18 Average
Balance MXN GAP 31% 36% 33% 33%   78% 75% 76% 76%
Scenario (100) bp (100) bp (100) bp N/A   100 bp 100 bp 100 bp N/A
Balance USD GAP 68% 62% 67% 66%   26% 17% 20% 21%
Scenario (100) bp (100) bp (100) bp N/A   (100) bp (75) bp (100) bp N/A

 

Using simulation techniques, the predictable change of the net interest income and the market value of equity are measured in different interest rate scenarios, and their sensitivity under extreme movement of such scenarios, as of the end of the third quarter of 2018:

 

  Sensitivity NIM   Sensitivity MVE
Bank Scenario Total Derivatives Non  Derivatives   Scenario Total Derivatives Non  Derivatives
Balance MXN GAP (100) bp (488) (458) (30)   100 bp (3,222) (119) (3,103)
Balance USD GAP (100) bp (252) 117 (369)   (100) bp (374) (1,037) 664

 

The Assets and Liabilities Committee adopts investment and hedging strategies in order to maintain such sensitivities within the target range.

 

Limits

 

Limits are used to control global risk of the financial group derived from each portfolio and books. The structure of limits is used to control exposures and to establish the total risk authorized to business units. These limits are established for VaR, Loss alert, maximum loss, equivalent volume of interest rate, delta equivalent in equity, open foreign currency positions, sensitivity of net interest income and sensitivity of market value of equity.

 

Liquidity Risk

 

Liquidity risk is related to the ability of Banco Santander to finance acquired commitments at reasonable market prices, as well as to fulfill business plans with stable financing sources. Risk factors may be external (liquidity crisis) and internal due to excessive concentration of maturities.

 

Banco Santander carries out a coordinated management of maturities of assets and liabilities, and oversees the maximum timing difference profiles. This monitoring is based in the analysis of maturities of assets and liabilities, both contractual and managerial. Banco Santander realizes a control for the maintenance of a sufficient quantity of liquid assets to guarantee a horizon of survival during a minimum of days facing a scene of stress of liquidity without resorting to additional financing sources. The risk of Liquidity is limited in terms of a minimal period of days established for local, foreign and consolidated currencies. It is necessary to indicate that in the current quarter incidents have not been had in the metrics.

 

Million pesos   Total   1D 1W 1M 3M 6M 9M 1Y 5Y >5Y
                         
Structural GAP   157,593   1,952 37,529 (21,421) 60,421 22,736 39,160 24,289 321,000 (328,074)
Non Derivative   131,603   1,952 37,474 (21,672) 60,329 18,822 39,284 23,349 308,402 (336,337)
Derivatives   25,989   0 55 251 92 3,914 (124) 940 12,598 8,263

 

Credit Risk

 

Management of credit risk of Grupo Financiero Santander is developed differently for the different segments of clients along the three phases of the credit process: acceptance, follow-up and recovery.

 

From a global perspective, management of credit risk in Grupo Financiero Santander is responsible for the identification, measurement, integration and assessment of the aggregated risk and the profitability according to such risk; with the purpose of oversee the levels of risk concentration and to adapt them to the limits and objectives previously established.

 

Risks receiving an individual treatment (risks with companies, Grupo Financiero Santander and financial entities) are identified and taken apart from those other risk that are managed in standardized manner (consumer and mortgages credits to individuals, loans to businesses and small enterprises)

 

Risks managed on individual basis are subject to a solvency or rating system with a related probability of failure that allows the measuring of the risk for each client and for each transaction from the beginning. The assessment of the client, after

 

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analyzing other relevant risk factors in different areas, is adjusted according to the special characteristics of the transaction (guarantee, term, etc.,)

 

Standardized risks require, due to their special characteristics (great number of transactions for relatively low amounts), a different management that allows an efficient process and effective use of resources, so automated decision tools are used (expert and credit scoring systems).

 

Management of loans to companies is complemented, during the follow-up phase, with the so called “system of special monitoring” that determines the policy to be followed in the management of the risks with companies or groups rated within such category. Different situations of levels of monitoring are identified and generate different actions. A special monitoring grade is given in the case of alert signals, systematic reviews, or specific initiatives promoted by the Risks Department or Internal Audit.

 

Recovery Units constitute a critical element in the management of irregular risk, in order to minimize the final loss for Grupo Financiero Santander. These units are responsible for a specialized management of the risk from the moment they are classified as irregular risk loans (defaulting payment).

 

Grupo Financiero Santander has carried out a policy for the selective growth of risk and a strict treatment of late payments and the creation of the corresponding provisions, based in the prudent criteria defined by the Group.

 

Probability of Default and Expected Losses

 

Pursuant to the provisions on Comprehensive Risk Management included in the general regulations applicable to credit institutions, as part of the credit risk management, credit institutions must determine the probability of default.

 

The system allows the calculation of the probability for the different loans portfolios.

 

a.The probability of failure is for “No Retail” portfolios. It is determined via the fine tune of the ratings of clients in a given moment, based in the Monthly Default Rates observed during a period of five years. Such Default Rates are adjusted to an economic cycle of ten years. For “Retail” portfolios, the standard default probabilities set by the Basilea Convention are used.

 

b.Once the probability of default is determined, the parameters of “severity of Loss” (“LGD”) and “Exposure at Default” (“EAD”) stipulated in Basilea, are taken into consideration.

 

Once the abovementioned factors are obtained, the Expected Loss (“PE”) is calculated as follows:

 

Expected Loss = Probability of Default x Severity of Loss x Exposure at Default

 

i.e.: PE = PD * LGD * EAD

 

Counterparty Risk

 

Included in the credit risk, there is a concept that, due to its characteristics, it requires a special management: the Counterparty Risk.

 

Counterparty Risk is the risk Banco Santander assumes with governmental entities, financial institutions, corporations, companies and individuals in their treasury activities and correspondent bank activities. The measurement and control of the Credit Risk in Financial Instruments, Counterparty Risk, is carried out by a special unit with an organizational structure independent from the business areas.

 

The control of Counterparty Risk is performed daily via the Interactive Risk Integrated System (“IRIS”), which informs the credit line available with any counterparty, in any product and any term.

 

For the control of the counterparty lines, the Equivalent Credit Risk (“REC”) is used. REC is an estimate of the amount Banco Santander may lose in current transactions with certain counterparty, if such counterparty commits a default in any moment until the maturity date of transactions. REC takes into account the Current Credit Exposure, which is defined as the cost to substitute the transaction at market value provided that this value is positive for Banco Santander, and it is measured as the market value of the transaction (“MtM”). In addition, REC includes the Potential Credit Exposure or Potential Additional Risk (“RPA”), which represents the possible evolution of the current credit exposure until maturity, given the characteristics of the transaction and the possible variations in the market factors. The REC Gross considers definitions described above, without considering mitigating by netting or by mitigating collateral.

 

For the calculation of REC, mitigating factors of the counterparty credit risk are taken into consideration, such as collaterals, netting agreements, among other. The methodology continues to be effective.

 

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In addition to the Counterparty Risk, there is the Settlement Risk, which is present in every transaction at its maturity date, when the possibility that the counterparty does not comply with its payment obligations arises, once Banco Santander has complied with its obligations by issuing payment directions.

 

For the process of control for this risk, the Deputy General Direction of Financial Risks oversees on a daily basis the compliance with the limits on counterparty credit risks by product, term and other conditions stipulated in the authorization for financial markets. Likewise, it is the responsible for communicating on a daily bases, the limits, consumptions and any incurred deviation or excess.

 

On a monthly basis, a report is presented to the Comprehensive Risk Management Committee, with respect to the limits to Counterparty Risks, Issuer Risks and current consumptions. In addition, on a monthly basis, a report is presented to the Global Banking Credit Committee and Retail Credit Committee with respect to incurred excesses and transactions with non authorized customers. In addition, it informs to the Comprehensive Risk Management Committee the calculation of the Expected Loss for current transactions in financial markets at the closing of every month and different scenarios of stress of Expected Loss. All of the above according to the methodologies and assumptions approved by the Comprehensive Risk Management Committee.

 

Currently, we have approved lines of Counterparty Risks in Banco Santander for the following segments: Mexican Sovereign Risk and Domestic Development Banking, Foreign Financial Institutions, Mexican Financial Institutions, Corporations, Companies Banking-SGC, Institutional Banking, Large Enterprises Unit, Project Finance.

 

Equivalent Net Credit Risk of the lines of Counterparty Risk and Issuer Risk of Banco Santander for the third quarter of 2018:

 

Equivalent Net Credit  Risk
Millions of U.S. Dollars
Segment Jul-18 Aug-18 Sep-18 Average
Sovereign Risk, Development Banking and Financial Institutions 17,860.82 18,870.90 19,891.73 18,874.48
Corporates 975.05 928.98 930.21 944.75
Companies 167.05 151.76 170.54 163.12

 

The equivalent credit risk lines maximum gross counterparty risk of Banco Santander as of the end of the third quarter of 2018, which corresponds to derivative transactions, is distributed depending on the type of derivative:

 

Equivalent Gross Credit
Millions of U.S. Dollars
Type of Derivative End of the third quarter of 2018
Interest Rate Derivatives 15,727.64
Exchange Rate Derivatives 37,195.20
Bonds Derivatives -
Equity Derivatives 140.91
Total 53,063.76

 

The Expected Loss of Banco Santander at the end of the third quarter of 2018, and the quarterly average of the expected loss of the lines of Counterparty risk and issuer risk of Banco Santander, for the third quarter of 2018 are:

 

Expected Loss
Millions of U.S. Dollars
Segment Jul-18 Aug-18 Sep-18 Average
Sovereign Risk, Development Banking and Financial Institutions 16.09 14.82 15.24 15.38
Corporates 2.03 1.95 1.94 1.97
Companies 3.12 2.94 3.13 3.06

 

The segments of Mexican Financial Institutions and Foreign Financial Institutions are very active counterparties with whom Banco Santander has current positions of financial instruments with Counterparty Credit Risk. It is important to mention that Equivalent Credit Risk is mitigated by netting agreements (ISDA-CMOF) and, in some cases, by collateral agreements (CSA-CGAR) or revaluation agreements with counterparties.

 

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Respect to total collateral received for derivatives transactions as of the end of the third quarter of 2018:

 

  Cash collateral 92.54%
  Collateral refer to bonds issued by the Mexican Federal Government 7.46%

 

In respect to collateral management in derivatives transactions, counterparty’s positions are valuated according to the frequency established at each collateral agreement.  In addition, all credit risk parameters, established at each collateral agreement are considered to obtain the amount of collateral to be delivered or to be received from the counterparty.  These amounts, margin calls, will be requested from the counterparty which has the right to receive the collateral, according to the frequency established at the collateral agreement.

 

The counterparty which receives the margin call, has the right to analyze the valuation and it could result on discrepancies to solve.

 

In respect to the correlation between the collateral and the counterparty in derivatives transactions, the Institution confirms that, at this time, the eligible collateral consists on government bonds and cash collateral, so as a result, there are no adverse effects due to correlation between the counterparty and the collateral.

 

In the hypothetical stressed scenario, assuming that the Institution’s credit rating decreases and the impact of this credit rating decrease on the collateral that the Institution would have to deliver, this stressed test confirms that there would not be significant impact; a few of the Thresholds established on the Institution’s collateral agreements are dependent on the Institution’s credit rating.

 

Legal Risk

 

Legal Risk is defined as the potential loss due to the failure to comply with the applicable legal and administrative regulations, the issue of administrative and judicial resolutions against Banco Santander and the application of fines, with respect to the transactions carried out by Banco Santander.

 

Pursuant to the provisions regarding the Comprehensive Risk Management, the following activities are performed: a) Establishment of policies and procedures for analyzing the legal validity and the proper execution of the legal acts. b) estimates of the amount of potential losses derived from judicial or administrative orders against Banco Santander and the possible application of fines c) Analysis of the legal acts governed by a legal system different to the Mexican laws, d) communication to directors and employees on the legal and administrative regulations applicable to transactions and e) the performance, at least on annual basis, of internal legal audits.

 

Operational Risk

 

Operational risk is defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events.

 

The main objective is to avoid or reduce the impact of Operational Risk, through the identification, monitoring and control of the factors that trigger the events of potential loss. Therefore it also requires to establish policies and procedures to operate under the risk exposure that the Bank is willing to accept.

 

The sound management of risk involves mainly the heads of each Business Unit on the management tools and results; as well as a continuous training to the staff. The pillars on which the operational risks are managed are:

 

a) Strategic planning and budget: Required activities to define the operational risk profile for Banco Santander Mexico; this includes:

 

Risk appetite, defined as the level of risk that the Bank is willing to accept

 

Loss annual budget; ensuring the overview of real losses according to the budget and the deviations, challenging the controls and extenuation measures.

 

b) Identify, measure and evaluation of the Operational risk; identify risks and the factors that trigger them in the Bank, and estimate the qualitative or/and quantitative impact.

 

c) Monitoring; The Overview and monitoring of operational risk goal for periodic analysis of available information of risk (type and level) during the normal development of the activities.

 

d) Extenuation (Mitigation); once the Operational Risk has been assessed, it is required to establish actions to avoid the risk or to mitigate the impact for risk that materialize, develop a cost-benefit study and indicators should be implemented to help us evaluate the effectiveness of these actions.

 

e) Reporting; the Operational Risk profile and performance of the Operational Risk environment is presented on a regular basis in Bank Committees.

 

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Banco Santander México had a monthly average loss of Ps.116.9 million pesos for Operational Risk overall as of September 30, 2018.

 

Since December 2016, Banco Santander México applies the Alternate Standard Approach (ASA) for operational risk capital requirements.

 

Technological Risk

 

Technological risk is defined as the potential loss due to damages, discontinuation, alterations or failures derived from the use or dependence on hardware, software, systems, applications, networks and any other data channel distribution for the provision of banking services to the clients of Banco Santander.

 

Banco Santander has adopted a corporate model for the management of Technological Risks, integrated to the processes of service and support to computing areas in order to identify, oversee, control, mitigate and report the Computing Technology Risks the transaction is exposed to, with the aim of establishing control measures that decrease the probability of risks to occur.

 

Processes and levels of authorization

 

Pursuant to internal regulations, all the products and services traded by Banco Santander are approved by the “Comité de Comercialización” and by the “Comité Corporativo de Comercialización”. Those products or services that are modified or extended with respect to their original approval must be approved by the “Comité de Comercialización” and, depending of their relevance, the “Comité Corporaivo de Comercialización” must approve them too.

 

All areas taking part in the operation of the product or service, depending on the nature of such product or service, as well as the areas responsible for their accounting registration, legal formalization, fiscal treatment, risk assessment, etc. are present in the Committee. All approvals shall be unanimous as there are no authorizations approved by majority of votes. In addition to the Committee’s approval, there are products that require authorizations from local authorities, and therefore, the Committee’s approvals are subject to the authorizations issued by the competent authorities in each case.

 

Finally, all the approvals shall be authorized by the Comprehensive Risk Management Committee.

 

Independent Reviews

 

Banco Santander is subject to the monitoring and supervision of the National Bank and Exchange Commission, the Central Bank of Mexico and the Bank of Spain, and such monitoring and supervision is exercised via follow-up processes, inspection visits, information requests, delivery of documents and reports.

 

Likewise, periodic reviews are performed by Internal and External Auditors.

 

General description of the valuation techniques

 

Derivative financial securities are valued at reasonable value, according to the accounting rules established in the Circular Letter for Credit Institutions issued by the National Banking and Exchange Commission, in Principle B-5 “Derivative Financial Instruments and hedging Transactions” and the provisions in Principle A-2 “Application of specific rules”, and the provisions in the specific rule included in Bulletin C-10 of the Financial Information Rules.

 

A.Methodology of Valuation

 

1)Trading purposes

 

a)Organized Markets

 

Valuation is made at the corresponding closing market price. Prices are provided by the supplier of prices.

 

b)Over-the-Counter Markets

 

i)Derivative financial instruments with optionality.

 

In the majority of the cases, a general form of the Black & Scholes model is used. Such model assumes that the underlying product follows a lognormal distribution. For exotic products or when payment depends on the trajectory of any market variable, MonteCarlo simulations are used. In this case, it is assumed that logarithms of the different variables follow a multi-varied normal distribution.

 

ii)Derivative financial instruments with no optionality.

 

The valuation technique is to obtain the present value of the estimated future flows.

 

In all cases, Banco Santander carries out the valuation of its positions and registers the corresponding value. In some cases, a different calculation agent is designated, and such calculation agent may be the counterparty or a third party.

 

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2)Hedging purposes

 

In the performance of its commercial banking activities, Banco Santander has tried to cover the evolution of the financial margin of structured portfolios that are exposed to adverse movements in interest rates. The ALCO, the body responsible for the management of long-term assets and liabilities, has constituted the portfolio via which the Banco Santander achieves such hedge.

 

An accounting hedge is defined as a transaction that complies with the following conditions:

 

a.A hedge relationship is designated and documented from the beginning in an individual file, where its objective and strategy is established.

 

b.The hedge is effective for the compensation of variations in the reasonable value or in the cash flows attributed to such risk, according to the risk management documented at the beginning.

 

The Management of Banco Santander performs derivative transactions for hedging purposes with swaps.

 

Derivatives for hedging purposes are valued at market value, and the effect is recognized depending on the type of accounting hedge, pursuant to the following:

 

a.In the case of fair value hedges, they are valued at market value for the risk covered, the primary position and the hedging derivative instrument, and the net effect is registered in the statement of income of the corresponding period.

 

b.In the case of cash flow hedges, the hedging derivative instrument is valued at market value. The effective portion of the hedge is registered in the comprehensive income account, within the stockholders’ equity, and the ineffective portion is registered in the statement of income.

 

Banco Santander ceases the recording of hedges at the maturity date of the derivative, or when such derivative is sold, cancelled or exercised; when the derivative does not reach a high efficiency in compensating the changes in the reasonable value or the cash flows of the covered item, or when Banco Santander decides to cancel the hedge.

 

It shall be fully evidenced that the hedge fulfills the objective for which derivatives were contracted for. This effectiveness requirement assumes that the hedge must comply with a maximum range of deviation with respect to the initial objective of 80% to 125%.

 

In order to demonstrate the efficacy of hedges, two tests are to be carried out:

 

a)Forward-looking Test: it is demonstrated that, in the future, the hedge will be within the aforementioned range of deviation.

 

b)Retrospective Test: This test reviews if, in the past, from its initial date to now, the hedge has been maintained within the allowed range of deviation.

 

In the cases of Fair Value Hedges and the Cash Flow Hedges, they are retrospective and forward-looking efficient and within the allowed maximum range of deviation.

 

B.Reference Variables

 

The most relevant reference variables are:

Exchange Rates

Interest Rates

Equity

Baskets of equities and stock indexes.

 

C.Frequency of valuation

 

Derivative financial instruments for trading and hedging purposes are valued on a daily basis.

 

Management of internal and external sources of liquidity that may be used for the compliance of requirements related to derivative financial instruments.

 

Resources are obtained via the National and International Treasury departments.

 

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Changes in exposure to identified risks, contingencies and events, known or expected, in derivative financial instruments.

 

At the end of the third quarter of 2016, Banco Santander has no situation or contingency such as changes in the value of the underlying asset or the reference variables, that may cause the use of the derivative financial instruments to be different to their original intended use, a significant change in their scheme or the total or partial loss of the hedge, requiring the Issuer to assume new obligations, commitments or variations in its cash flow or affecting its liquidity (day trade calls), nor contingencies or events known or expected by the Management that may affect future reports.

 

Summary of Derivative Financial Instruments
Million Pesos as of September 30th, 2018
 

Derivatives Underlying Asset Purposes Notional

Fair Value

    trading or   Current Quarter Previous Quarter
    hedging      
           
Forwards Foreign Currency Trading 448,454 1,901 251
Forwards Equity Trading 2,385 (8)  0
           
Futures Foreign Currency Trading 1,616  0 0
Futures Market Index Trading 460  0  0
Futures Interest Rate Trading 610  0  0
Futures Equity Trading  0 0 0
           
Options Equity Trading 484 (61) 8
Options Foreign Currency Trading 162,433 (10) 451
Options Market Index Trading 8,764 124 82
Options Interest Rate Trading 281,214 (131) (201)
           
Swaps Cross Currency Trading 931,690 2,177 1,897
Swaps Interest Rate Trading 4,922,451 (1,478) (1,465)
Swaps Equity Trading 960 (205) (313)
           
Forwards Foreign Currency Hedging 69,435 6,567 3,713
           
Swaps Cross Currency Hedging 53,321 (2,527) 3,170
Swaps Interest Rate Hedging 10,342 124 113

  

Santander México, at the execution of transactions of OTC derivative financial instruments, has Collateral formalized agreements with many of its counterparties, which function as market value guarantee of the derivative transactions, and it is determined based on the exposure of the net position on risk with each opposing party. The managed Collateral consists mainly in cash deposits, whereat there is not a deterioration situation.

 

During the third quarter of 2018, there have been no derivatives which underlying assets are investments in proprietary shares or stock certificates that represent them.

 

During the third quarter of 2018, the number or expired derivative financial instruments and closed positions was as follows (unaudited):

 

Description Maturities   Closed Positions
Caps and Floors 383   18
Equity Forward 0   0
OTCEquity 224   0
OTCFx 1636   0
Swaptions 8   0
Fx Forward 1399   102
IRS 1711   1168
CCS 69   21

 

The amount of day trade calls performed during the quarter was the necessary for covering contributions to organized markets and the requirements in collateral agreements.

 

During the third quarter of 2018, there were no defaults by counterparties.

 

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Sensitivity Analysis

 

Identification of Risks

 

Sensitivity measures of market risk associated with securities and derivative financial instruments are those that measure the change (sensitivity) of the market value of the financial instrument concerned, when changes in each of the risk factors associated with same occur.

 

The sensitivity of the value of a financial instrument when changes in market factors occur and is determined by the full instrument revaluation.

 

The sensitivities are detailed below according to each risk factor and associated historical consumption of the trading book.

 

The management strategy of the organization is integrated with security positions and derivatives. The latter are used largely to mitigate the market risk of the first. In view of the above, the sensitivities or exposures as described below are both types of instruments considered as a whole.

 

1. Sensitivity to risk factor “Equity (“Delta EQ”)”

 

The EQ Delta shows the change in the portfolio's value in relation to changes in the prices of equities.

 

The EQ Delta calculated for the case of derivative financial instruments considered the relative change of 1% in the prices of the underlying assets in equities, in the case of equities, this considers the relative variation of 1% of market price title.

 

2. Sensitivity to risk factor “Foreign Exchange”, (“Delta FX”)

 

The FX Delta shows the change in the portfolio's value in relation to changes in asset prices exchange rate.

 

The FX Delta calculated for the case of derivative financial instruments considered the relative change of 1% in the prices of the underlying assets of the exchange rate, In the case of currency positions, this considers the relative variation of 1%of the corresponding exchange rate.

 

3. Sensitivity to risk factor “Volatility” (“Vega”)

 

Vega sensitivity is the measure resulting from changes in the volatility of the underlying asset (the reference asset). Vega risk is the risk that a change in the volatility of the underlying asset value, that results in a change in the market value of the derivative.

 

The calculation of Vega sensitivity, considers the absolute change of 1% in the volatility of the underlying asset value.

 

4. Sensitivity to risk factors “Interest Rate” (“Rho”)

 

This sensitivity quantifies the change in value of financial instruments for the trading portfolio in the face of a parallel increase in the interest rate curves of a basis point.

 

The table below presents the sensitivities described above corresponding to the position of the trading portfolio, as of the end of the third quarter of 2018:

 

Sensitivity Analysis
Million pesos
Total Rate Sensitivity          
  Pesos   Other Currencies      
Sens. a 1 Bp 0.58   8.02      
             
Vega Risk factor          
  EQ   FX   IR  
Total 0.59   1.84   1.13  
             
Delta Risk Factor (EQ and FX)          
  EQ   FX      
Total (0.54)   (2.46)      

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It is considered that the above sensitivity table reflects prudent management of the trading portfolio of Banco Santander with respect to risk factors.

 

Stress Test for Derivative Financial Instruments

 

The following are various stress test scenarios considering various scenarios calculated for the trading portfolio of Banco Santander.

 

·Probable scenario

 

This scenario was defined based in the movements derived from a standard deviation, with respect to risk factors that have an influence over the valuation of financial instruments. Specifically:

 

oRisk factors of Interest Rate (“IR”), volatility (“Vol”) and rate of Exchange (“FX”) were incremented in a standard deviation.

 

oRisk factors with respect to stock market (“EQ”) were decreased in a standard deviation.

 

·Possible scenario

 

Under this scenario, as requested in the official letter, risk factors were modified in 25%. Specifically:

 

oRisk factors: IR, Vol and FX were multiplied by 1.25 that means, they were incremented in 25%.

 

oRisk factor EQ was multiplied by 0.75 that means, it was decreased in 25%.

 

·Remote scenario

 

Under this scenario, as requested in the official letter, risk factors were modified in 50%. Specifically:

 

oRisk factors IR, Vol and FX are multiplied by 1.50, that is, they were incremented in 50%.

 

oRisk factor EQ was multiplied by 0.5, that is, it was decreased a 50%.

 

Effect in the Income Statement

 

The following table shows the possible income (loss) for the trading portfolio of Banco Santander, in millions of Mexican pesos for each stress scenario, as of the end of the third quarter of 2018:

 

Summary of Stress Test
Million pesos
   
Risk Profile Stress all factors
Probable scenario (16)
Remote scenario (433)
Possible scenario (123)

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24. Disclosure of the Liquidity Coverage Ratio

On December 31st, 2014, the Commission and the Central Bank of Mexico published in the Federal Official Gazette, the General Provisions on Liquidity Requirements for multiple banking institutions, which establish liquidity requirements that credit institutions must comply at all times in accordance with the guidelines established by the Committee on Regulation of Bank Liquidity at its meeting held on October 17th, 2014.

 

These regulations came into effect on January 1st, 2015.

 

During the third quarter of 2018 the weighted average CCL for the Bank is 141.45%, complying with the Bank´s desired Risk Profile and well above the regulatory minimum established in the regulations.

 

Million pesos Amount unweighted (average)   Weighted amount (average)
 
Liquidity Assets    
1 Total high-quality liquid assets Not applicable   162,337
Cash Outflows      
2 Unsecured retail financing 208,366   12,247
3 Stable funding 171,788   8,589
4 Less stable funding 36,577   3,658
5 Unsecured wholesale funding 380,014   145,054
6 Operational deposits 252,369   58,829
7 Non-operational deposits 106,685   65,265
8 Unsecured debt 20,960   20,960
9 Secured wholesale funding Not applicable   677
10 Additional requirements: 195,945   43,530
11 Outflows related to derivatives exposures and other collateral requirements 58,696   35,066
12 Outflows related to loss of funding on debt products 0   0
13 Credit and liquidity facilities 137,249   8,464
14 Other contractual funding obligations 84,460   294
15 Other contingent funding obligations 3,985   3,985
16 Total Cash Out Not applicable   205,787
Cash Inflows      
17 Cash inflows secured transactions 78,559   3,134
18 Cash inflows from operations unsecured 101,319   76,371
19 Other cash inflows 11,382   11,382
20 Total Cash Inflows 191,260   90,886
        Total adjusted value
21 Total of Eligible Liquid Assets Not applicable   162,337
22 Total Net Cash Out Not applicable   114,901
23 Liquidity Coverage Ratio Not applicable   141.45%

The presented numbers are subject to review and therefore they might suffer changes.

 

Notes relating to the Liquidity Coverage Ratio

 

a)Natural days contemplated in the quarterly report.

·92 days.

 

b)Main causes of the results of the Liquidity Coverage Ratio and the evolution of its main components;

·During the third quarter, we observed an increase in credit activity which was funded by wholesale financing.

 

c)Changes of major components within the quarter report.

·During the third quarter, we observed an increase in credit activity which was funded by wholesale financing.

 

d)Evolution of the composition of the Eligible and Computable Liquid Assets.

·The Bank has a significant proportion of liquid assets comprised by government debt, deposits in Bank of Mexico and cash.

 

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e)Concentration of funding sources.

·The main sources of funding are diversified by its own nature as: (i) demand deposits; (ii) term deposits, which include retail deposits and the money market (promissory notes with interest payable at maturity), and (iii) repurchase agreements.

·In addition, the Bank has registered programs for local market´s debt issuances and has experience issuing in international markets.

 

f)Exposures in financial derivative instruments and possible margin calls.

·Performed analyses don’t show any significant vulnerabilities coming from financial derivative instruments.

 

g)Currency mismatch.

·Performed analyses don’t show any significant vulnerability in Currency mismatch.

 

h)Description of the level of centralization of liquidity management and interaction between the units of the group.

·Banco Santander Mexico is autonomous in terms of liquidity and capital; it develops its financial plans, liquidity forecast, and analyzes funding requirements for all its subsidiaries. The Bank is responsible for its own "ratings", its issuance program, "road shows", any other activities to keep its ability to access capital markets. The issuance activity is performed without having the guarantee of the parent company.

·The liquidity management of all Bank subsidiaries is centralized.

 

i)Cash flows and Inflows, if any, that are not captured in this framework, but the institution considers relevant to the liquidity profile.

·The Liquidity Coverage Ratio considers only the inflows and outflows up to 30 days, however the flows that are not contained in the metric are well managed and controlled by the Group.

 

Additional notes for the previous quarter

 

I.Quantitative information:

 

a)The concentration limits for different groups of guarantees received and major sources of financing.

·The Bank has no concentration limits under guarantees received by market operations, as they are mainly composed of government securities and cash.

 

b)Exposure to liquidity risk and funding needs of the institution, taking into account the legal, regulatory and operational constraints on liquidity transfers.

·Liquidity risk is associated with our capacity to finance the commitments we undertake at reasonable prices, as well as maintaining our ability to carry out our business plans using stable financing sources. Factors that influence liquidity risk may be external, such as a liquidity crisis, or internal, such as an excessive concentration of maturities.

·The measures used to control liquidity risk in balance sheet management are the liquidity gap, liquidity ratios, stress scenarios and liquidity horizons.

·The liquidity horizons metric has been defined to ensure that the Group has sufficient liquid assets to comply with its requirements during a certain period of time, given different stress scenarios. The Group set a 90-day survival horizon for local currency and consolidated balance and a 30-day survival horizon for foreign currency. During the 2Q18, the balance remained above the established limits, and therefore we maintained a sufficient liquidity buffer.

 

29/06/2018 Term   Amount
Million pesos
Consolidated 90 days   167,780
Local Currency 90 days   76,566
Foreign Currency 30 days   95,758

 

c)Balance sheet maturity liquidity gap including off balance sheet accounts.

·The table below shows the liquidity gap of our assets and liabilities using maturity dates as of June 29, 2018. The reported amounts include cash flows from interest on fixed and variable rate instruments. The interest on variable rate instruments is determined using the forward interest rates for each period presented.

 

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Million pesos Total 0-1 months

1-3

months

 

3-6  

months

 

6-12

months

 

1-3

years

 

3-5

years

 

>5

years

 

Not Sensitive
 
Money Market 159,230 34,800 0 11 10 41 0 0 124,367
Loans 852,310 43,295 81,251 88,190 99,999 254,442 122,620 161,808 704
Trade Finance 0 0 0 0 0 0 0 0 0
Intragroup 855 0 0 0 0 0 0 0 855
Securities 279,096 211,901 138 1,281 1,467 43,939 2,954 11,298 6,119
Permanent 11,734 0 0 0 0 0 0 0 11,734
Other Balance Sheet Assets 2,537,133 0 0 0 0 0 0 0 2,537,133
Total Balance Sheet Assets 3,840,357 289,996 81,389 89,481 101,476 298,422 125,574 173,107 2,680,912
Money Market (109,647) (33,744) 0 0 0 0 0 0 (75,903)
Deposits (655,004) (263,214) (24,316) (16,988) (12,061) (19,987) (11,628) (306,810) 0
Trade Finance 0 0 0 0 0 0 0 0 0
Intragroup 0 0 0 0 0 0 0 0 0
Long-Term Funding (196,801) (3,109) (16,997) (23,162) (41,213) (38,281) (47,276) (2,884) (23,878)
Equity (121,959) 0 0 0 0 0 0 0 (121,959)
Other Balance Sheet Liabilities (2,581,367) 0 0 0 0 0 0 0 (2,581,367)
Total Balance Sheet Liabilities (3,664,777) (300,067) (41,313) (40,149) (53,274) (58,268) (58,905) (309,694) (2,803,107)
Total Balance Sheet Gap 175,579 (10,072) 40,076 49,331 48,203 240,154 66,669 (136,587) (122,195)
Total Off-Balance Sheet Gap   27,681 (12,544) 585 393 9,312 5,015 5,823 3,845 15,252
Total Structural Gap   76,978 39,278 48,944 54,845 241,299 72,492 (132,742) (197,846)
Accumulated Gap   135,182 116,256 165,200 402,874 461,345 533,836 401,094 203,248

 

II.Qualitative information:

 

a)The way in which liquidity risk is managed within the institution, considering the risk tolerance, the structure and responsibilities for managing liquidity risk, internal liquidity reports, the liquidity risk strategy, policies and practices across business lines and with the board of directors.

·Our general policy regarding liquidity management seeks to ensure that even under adverse conditions, we have enough liquidity to fulfill client needs, maturing liabilities and working capital requirements. The Bank ´s liquidity management is based on analyses of asset and liability maturities, using contractual and management models.

·The Financial Management Area is responsible for executing the strategies and policies established by ALCO in order to modify the risk profile of the Bank, within the limits established by the CAIR who reports to the Board.

 

b)Financing strategy, including diversification policies, and whether the funding strategy is centralized or decentralized.

·Annually the Financial Plan for the Bank is prepared considering: the projected business growth, the debt maturity profile, risk appetite, expected market conditions, the implementation of diversification policies and regulatory metrics and the analysis of the liquidity buffer. The Financial Plan is the guide used to issue debt or contract term liabilities and aims to maintain adequate liquidity profile.

·The funding strategy of all subsidiaries is centralized.

 

c)Mitigation techniques of liquidity risk used by the institution.

·The risk mitigation techniques in the Group have a proactive nature. The Financial Plan in addition to the projection exercises and stress test scenarios allows us to anticipate risks and implement measures to ensure that the liquidity profile is adequate.

 

d)Explanation of how the stress tests are used.

·The Liquidity Stress Test is a Risk Management tool designed to warn the governing committees and areas responsible for making decisions in this area about the potential adverse effects of the liquidity risk the Institution is exposed to.

 

 104

 

 

·The results of these stress tests aim to identify the impacts prospectively in order to improve planning processes, and help align and calibrate Risk Appetite, Exposure Limits and Levels of Liquidity Risk tolerance.

 

e)Description of contingent financing plans.

 

·The plan includes the following elements: type and business model as the starting point. Early Warning Indicators to identify in a timely manner the increase in liquidity risk and the elements that define the crisis scenarios used. Additionally we measure the liquidity shortages that stress scenarios could produce and the available actions considered by the plan to restore liquidity conditions. Actions are prioritized in order to preserve the value of the entity and the stability of the markets. A key aspect of the Plan is the governance process, stating the areas responsible for the different stages involved: activation, execution, communication and maintenance of the Plan.

 

25. Underlying Assets

General data and stock market information

 

Each of the Series of this issue may be related, individually or jointly, pursuant to the provisions of the fourth paragraph of article 66 of the Mexican Exchange Law, to any of the following securities for which, during the last three years and up to date, no material suspensions have occurred in their trading.

 

The Issuer shall publish on a monthly basis at the Internet site www.santander.com.mx/conocealbanco/títulosopcionales the information regarding the behavior of the Underlying Assets of the Series in effect.

 

Indexes

 

Index Ticker Symbol
Índice de Precios y Cotizaciones IPC

 

I.Mexican Stock Exchange Index (IPC)

 

The Mexican Stock Exchange IPC Index, is the main indicator of the performance of the Mexican stock market, and provides an indication of the performance of the stock market based on the variations in the prices of a balanced, weighted and representative sample representative of the issuers listed in the Mexican Stock Market, in line with international best practices.

 

The closing value of IPC is determined by the BMV and it may be consulted at the website www.bmv.com.mx.

 

GENERAL CHARACTERISTICS OF IPC

 

Formula:

 

 

Where:

It: Index in t time 

Pit: Price of i issuer in t time

Qit: Stocks of issuer i in time t

 

FAFi: Adjustment Factor due to Variable Stocks of issuer i 

fi: Adjustment factor due to ex - right of issuer i in time t

i= 1, 2, 3….n

 

Size of the Sample:  

The IPC Index is composed of 35 issuers, and includes the most highly marketable security of each of these issuers and only one security per issuer. The number of components may vary based on corporate events.

 

Selection Criteria:

The following filters are used in the selection of securities that compose the IPC Index sample:

1º Criterion. Minimum continuous trading time. Those companies having at least 3 calendar months of continuous operation prior to the constituents review will be eligible.

 

 105

 

 

2º Criterion. Minimum floating shares percentage3. Those companies whose floating shares percentage is at least 12% or their floating market cap is at least 10 thousand million pesos at the selection date will be eligible.

%AFit ≥ 12% and/or 

VCFit ≥ 10,000,000,000 pesos

where: 

%AFit = Floating shares percentage of stock series i at time t

VCFit = Floating market cap of stock series I at time t

 

3° Criterion. From the stock series that fulfilled the previous criteria, will be eligible those with a floating Market cap, computed using the volume weighted average Price of the last three months previous to the constituents review, is at least 0.1% of the Market cap, considering the volume weighted average Price of the last three months previous to the constituents review, of the Index constituents list.

 

VCFi ≥0.1% VCFIPC

 

where:
VCFi = Floating market cap of stock series i

VCFIPC = Floating market cap of all of the Index’s constituents

 

4º Criterion. Largest turnover factor. From the stock series that fulfilled the previous criteria, will be eligible the 55 stock series with the largest turnover factor of the last 12 months previous to the constituents review.

 

In the case of listed companies that make follow-on public offerings, equivalent to, at least, 0.5% of the market capitalization of the Mexican Stock Market Composite Index “IPC CompMx” on the close of the offering date, the median will consider the monthly medians of at least 3 continuous calendar months, previous to the constituents review.

 

5º Criterion. Joint rating of the following indicators for each of the 55 companies’ stock series that fulfilled the previous criteria:

 

· Turnover Factor (FRi)

 

· Floating Market cap (VCFi), considering the volume weighted average Price of the last 12 months previous to the constituents review.

 

· Median of the monthly medians of the value traded in this Exchange, for the last 12 months. (Median Impi)

 

In order to choose the 35 companies which will shape up the Index’s constituent list, they shall be rated according to their turnover factor, floating market cap (volume weighted) and the median of the monthly medians of the value traded in the exchange for the last twelve months of their most liquid stock series (except for those listed stocks that made a follow-on public offering, as stated in criterion 4).

 

If two or more companies have the same final rating, the one with the largest floating market cap will be considered first.

 

Rating procedure

 

The 55 companies that fulfilled the prior criteria will be sorted in descending order by their turnover factor, floating market cap and the monthly median of the value traded in the exchange for the last twelve months receiving a rating according to the place they occupy in a consecutive fashion.

 

Company Turnover   Company Mkt Cap   Company Value Traded
Rating   Rating   Rating
A 1   C 1   B 1
B 2   A 2   C 55
C 3   B 55   A 3
   
N 55   N 20   N 34

 

All rates for the three factors are added up and the 35 companies with the smallest rate are selected.

 

Company Turnover   Mkt Cap   Value Traded   Joint
Rating   Rating   Rating   Rating
A 1   2   3   6
B 2   55   1   58
C 4   1   55   60
     
N 55   20   34   109

 106

 

 

Weightings and Floating Market Cap for the most traded stock series of the Companies in the Index’s Constituents’ list

 

The weighting of each stock series within the Index’s constituent list will be determined by its Floating Market Cap.

 

The floating shares percentage to calculate the Floating Market Cap will be rounded according to the following buffers:

 

Floating Shares Percentage Rounding Buffers:

 

 

Weighting for each Stock Series of the Companies in the Index’s Constituents’ list

 

 

where:

ωi = Weighting of the stock series i in the constituents list 

VCFi = Floating Market cap of stock series i

CVFIPC = Floating Market cap of all of the stock series in the Index’s constituents list 

Relevant Events Adjustments due to the obligation included in the Article 109 of the Mexican Stock Market Law

 

Taking in consideration the Index’s calculation formula, changes in the number of registered and floating shares, caused by a relevant event derived by the information obligation that both, individuals and legal entities, have in the assumptions established in the Article 109 of the Mexican Stock Market Law, will affect the weightings.

 

Maximum Weightings

 

In order to avoid weightings concentrations, and following the best international practices, the maximum weighting one single stock series can have by the start of the constituent list’s validity period is 25% of the total.

 

Likewise, the 5 largest stock series in the constituent list, can’t weigh altogether more than 60% of the total.

 

For the 60% limit, if during the validity of the already adjusted constituent list this same limit is overdrawn for a 45 consecutive trading day’s period, the BMV will make the corresponding adjustment in a proportional manner in order to fulfill the concentration limits condition stipulated for the Index.

 

Weighting limits in the Constituents’ list

 

25% capping adjustment for a stock series in the constituents’ list.

 

Let be the weighting of stock series i in the constituents list,

 

 107

 

 

 

such that

 

 

with

 

ωi ≤ 0.25, (i = 1,…, 35)

 

60% capping adjustment for the 5 largest stock series within the constituent list given the prior condition.

 

Let be the weighting of the biggest stock series in the constituents list, the following must be satisfied:

 

 

For l = 1 , … , 5

 

If there’s the need to realize adjustments, the surpluses will be proportionally distributed in each of the other stock series.

 

Constituents List Review and Continuance

 

The constituents list review for Prices and Quotations Index is made once a year, in August, using data as of July close, and is comes into effect on September first business day.

 

If there’s any special situation due to corporate events or by the market, the necessary modifications will be carried out according to such event, as explained further in this document, and the market will be timely informed.

 

The number of issuers on the constituent list may vary if some company performs a spin-off, so that the issuer that is spinning off, as well as the one that has been spun off, will remain in the constituent list until the next constituents revision.

 

If an issuer is subject to an Acquisition Public Offering, Merger or some other extraordinary event that might imply the cancelation of its listing in BMV, those shares object of such event will be removed from the constituent list the very same day it’s materialized in BMV, and its place will be occupied by a new issuer. The issuer selected for this, will be the best positioned in the last published Selection Filter by BMV in its website (such Filter is calculated and published monthly).

 

BMV will inform as timely as possible about the changes related to this section.

 

Constituents List Rebalance

 

With the purpose of making the index more representative of the market behavior as well as keeping a high replicability, its stock series weightings will be rebalanced quarterly during the constituent’s list validity period, thus being on December, March and June subsequent to the last revision. The maximum weighting rebalance for a single stock series will be carried out quarterly, up and down.

 

Index Daily Calculation Formula

 

 

where:

 

It= Index level on day t

Pit = Price of the stock series i on day t  

Qit = Listed shares in this Exchange of the stock series i on day t

FAFi = Floating shares adjustment factor of stock series i 

Fit = Ex rights adjustment factor of stock series i on day t

i = 1, …, 35

 

Base level: 0.78 as of October 30th, 1978.

 

 108

 

 

Corporate Adjustments

 

Taking in consideration the Index’s calculation formula, the changes in the number of registered shares, caused by a relevant event, will affect the weightings of the stock series within the constituent list, whether at its implementation time or at its quarterly rebalances, as the case may be. Below are detailed, in an indicative and non-limitative way, the corporate events that may affect the constituents.

 

 

where:

fi = Factor of adjustment required in issuer i. 

Aa = Number of shares previous to adjustment

Aa = Number of shares derived from conversion. 

Ae = Number of shares to split.

Ap = Number of shares after adjustment. 

Ar = Number of shares due to restructuring.

As = Number of subscribed shares. 

Pa = Price previous to adjustment

Pp = Price after adjustment. 

Ps = Subscription price.

 

 109

 

 

Sample:

 

Ticker Name Weight
AMXL MM Equity America Movil SAB de CV 12.50%
FEMSAUBD MM Equity Fomento Economico Mexicano SAB de CV 12.30%
GFNORTEO MM Equity Grupo Financiero Banorte SAB de CV 9.60%
CEMEXCPO MM Equity Cemex SAB de CV 8.00%
TLEVICPO MM Equity Grupo Televisa SAB 7.30%
WALMEX* MM Equity Wal-Mart de Mexico SAB de CV 6.90%
GMEXICOB MM Equity Grupo Mexico SAB de CV 6.70%
ALFAA MM Equity Alfa SAB de CV 2.80%
GAPB MM Equity Grupo Aeroportuario del Pacifico SAB de 2.50%
KOFL MM Equity Coca-Cola Femsa SAB de CV 2.50%
ASURB MM Equity Grupo Aeroportuario del Sureste SAB de C 2.40%
BSMXB MM Equity Banco Santander Mexico SA Institucion de 2.10%
GRUMAB MM Equity Gruma SAB de CV 1.80%
AC* MM Equity Arca Continental SAB de CV 1.70%
BIMBOA MM Equity Grupo Bimbo SAB de CV 1.70%
IENOVA* MM Equity Infraestructura Energetica Nova SAB de C 1.60%
KIMBERA MM Equity Kimberly-Clark de Mexico SAB de CV 1.60%
MEXCHEM* MM Equity Mexichem SAB de CV 1.60%
GFINBURO MM Equity Grupo Financiero Inbursa SAB de CV 1.50%
ELEKTRA* MM Equity Grupo Elektra SAB DE CV 1.50%
PE&OLES* MM Equity Industrias Penoles SAB de CV 1.40%
PINFRA* MM Equity PINFRA 1.40%
OMAB MM Equity Grupo Aeroportuario del Centro Norte SAB 1.10%
LIVEPOLC MM Equity El Puerto de Liverpool SAB de CV 0.90%
ALSEA* MM Equity Alsea SAB de CV 0.90%
GCARSOA1 MM Equity Grupo Carso SAB de CV 0.90%
GENTERA* MM Equity Gentera SAB de CV 0.90%
MEGACPO MM Equity Megacable Holdings SAB de CV 0.80%
CUERVO* MM Equity Becle SAB de CV 0.60%
VOLARA MM Equity Controladora Vuela Cia de Aviacion SAB d 0.60%
LAB B Genomma Lab International SA de CV 0.50%
LALAB MM Equity Grupo Lala SAB de CV 0.50%
GFREGIO MM Equity Banregio Grupo Financiero SAB de CV 0.40%
NEMAKA MM Equity Nemak SAB de CV 0.30%
ALPEKA MM Equity Alpek SAB de CV 0.20%

 

For more information on this index regarding its background, main characteristics and the criteria for the selection of issuers, please visit www.bmv.com.mx

 

 110

 

 

Historical Evolution:

 

Period Minimum Maximum Average
Price Price (securities)
2013 39,594.64 42,958.82 150,797,832.14
2014 37,950.97 46,357.24 177,201,774.16
2015 40,950.58 45,773.31 248,954,553.98
2016 40,265.37 48,694.90 266,369,678.75
2017 45,553.51 51,713.38 208,716,408.92
1° Sem. 2016 40,265.37 46,263.84 227,639,466.88
2° Sem. 2016 44,364.17 48,694.90 304,678,910.07
1° Sem. 2017 45,553.51 49,939.47 217,685,590.54
2° Sem. 2017 46,973.30 51,713.38 199,893,463.96
May 2017 44,647.37 48,358.16 210,328,683.61
June 2018 45,013.13 47,663.20 209,840,924.27
July 2018 46,653.52 49,705.28 212,813,769.81
August 2018 48,059.06 50,416.27 209,389,154.58
September 2018 48,595.37 49,693.21 204,140,694.67
October 2018 47,444.05 49,841.47 208,688,944.00

 

 

 

Comparison base: September 29, 2013

 

 111

 

 

Historical Volatility:

 

 

 

Source of Information on Historic Evolution and Volatility: www.bloomberg.com.mx

 

Quantitative examples that illustrate possible gains or losses

 

FEM907R DC026

 

 

 112

 

 

Market Price Observed Price Payment Rights
0.00 0 90.00
9.19 5 90.00
18.38 10 90.00
27.57 15 90.00
36.77 20 90.00
45.96 25 90.00
55.15 30 90.00
64.34 35 90.00
73.53 40 90.00
82.72 45 90.00
91.92 50 90.00
101.11 55 90.00
110.30 60 90.00
119.49 65 90.00
128.68 70 90.00
137.87 75 90.00
147.06 80 90.00
156.26 85 90.00
165.45 90 90.00
174.64 95 90.00
183.83 100 90.00
193.02 105 104.25
202.21 110 118.50
211.40 115 118.50
220.60 120 118.50
229.79 125 118.50
238.98 130 118.50
248.17 135 118.50
257.36 140 118.50
266.55 145 118.50

 

WMX907R DC158

 

 

 113

 

 

Market Price Observed Price Payment Rights
0.00 0 90.00
2.87 5 90.00
5.75 10 90.00
8.62 15 90.00
11.50 20 90.00
14.37 25 90.00
17.24 30 90.00
20.12 35 90.00
22.99 40 90.00
25.87 45 90.00
28.74 50 90.00
31.61 55 90.00
34.49 60 90.00
37.36 65 90.00
40.24 70 90.00
43.11 75 90.00
45.98 80 90.00
48.86 85 90.00
51.73 90 90.00
54.61 95 90.00
57.48 100 90.00
60.35 105 106.45
63.23 110 122.90
66.10 115 122.90
68.98 120 122.90
71.85 125 122.90
74.72 130 122.90
77.60 135 122.90
80.47 140 122.90
83.35 145 122.90

 

CMX908R DC251

 

 

 114

 

 

Market Price Observed Price Payment Rights
8.29 70.00 85.00
8.52 72.00 85.00
8.76 74.00 85.00
9.00 76.00 85.00
9.24 78.00 85.00
9.47 80.00 85.00
9.71 82.00 85.00
9.95 84.00 85.00
10.18 86.00 86.00
10.42 88.00 88.00
10.66 90.00 90.00
10.89 92.00 92.00
11.13 94.00 94.00
11.37 96.00 96.00
11.60 98.00 98.00
11.84 100.00 100.00
12.08 102.00 102.95
12.31 104.00 105.90
12.55 106.00 108.86
12.79 108.00 111.81
13.02 110.00 114.76
13.26 112.00 117.71
13.50 114.00 120.66
13.73 116.00 122.14
13.97 118.00 122.14
14.21 120.00 122.14
14.44 122.00 122.14
14.68 124.00 122.14
14.92 126.00 122.14
15.16 128.00 122.14

 115

 

 

Hedging Position as of September 28, 2018

 

HEDDGED INSTRUMENTS

 

ISSUERS: FEM907R DC026, WMX907R DC158, CMX908R DC251.

 

ASSET TYPE ISSUER / SERIES NUMER OF TITLES MARKET QUOTE BETA COEF. PERIOD IN MONTHS USED FOR BETA BETA COEF. (IN CASE OF OPTIONS AND WARRANTS) DELTA (SECURITIES) DELTA IN TERMS OF ISSUERS
HEDGE FEMSA UBD 80,080 185.18 1.0000 12 1.000000 80,080.0000 80,080.0000
HEDGE WALMEX * 276,430 57.03 1.0000 12 1.000000 276,430.0000 276,430.0000
HEDGE CEMEX CPO 728,416 13.14 1.0000 12 1.000000 728,416.0000 728,416.0000
OBLIGATION FEM907R DC026 250,000 98.05 1.0000 12 0.322616 80,654.0679 (80,654.0679)
OBLIGATION WMX907R DC158 250,000 98.82 1.0000 12 1.105716 276,429.0683 (276,429.0683)
OBLIGATION CMX908R DC251 210,000 98.54 1.0000 12 3.468647 728,415.7691 (728,415.7691)

 

SUMA DE DELTA EN TÉRMINOS DE EMISORAS
EMISORA / SERIE TIPO DE VALOR TOTAL
FEM907R DC026 OBLIGACIÓN                                                         (80,654.067859)
WMX907R DC158 OBLIGACIÓN                                                     (276,429.068276)
CMX908R DC251 OBLIGACIÓN                                                      (728,415.769090)
CEMEX CPO COBERTURA                                                           728,416.000000
FEMSA UBD COBERTURA                                                              80,080.000000
WALMEX * COBERTURA                                                          276,430.000000
Total                                                                     (572.905225)

 

ISSUER DELTA IN SECURITIES ORIGINAL BETA ESTANDAR ERROR DELTA IN TERMS OF ISSUERS DELTA HEDGE INTERMS OF ISSUERS DELTA OBLIGATIONS IN TERMS OF ISSUERS
FEM907R DC026 -574.0679 1.000000 0.000000 -574.0679 80,080.0000 -80,654.0679
WMX907R DC158 0.9317 1.000000 0.000000 0.9317 276,430.0000 -276,429.0683
CMX908R DC251 0.2309 1.000000 0.000000 0.2309 728,416.0000 -728,415.7691

 

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EVENTS AFTER THE REPORTING PERIOD – PRO FORMA FINANCIAL STATEMENTS

 

BANCO SANTANDER MÉXICO, S.A.        
Pro forma Consolidated Balance Sheet        
Million pesos          
           
  September 30th 2017
  Banco Santander México (Consolidated) Grupo Financiero Santander México (Individual) Casa de Bolsa Santander (Individual) Pro forma Adjustments Total pro forma consolidated
Assets          
           
Funds available 92,316 251 15 897 93,479
           
Margin accounts 3,036  0  0 3,036
           
Investment in securities 302,720 9,080 729 (10,141) 302,388
Trading securities 133,101 0 697 (697) 133,101
Securities available for sale 159,049 0 32 (364) 158,717
Securities held to maturity 10,570 9,080 0 (9,080) 10,570
           
Debtors under sale and repurchase agreements 5,547 600 618 (1,218) 5,547
           
Derivatives 138,851  0  0  0 138,851
Trading purposes 124,599 0 0 0 124,599
Hedging purposes 14,252 0 0 0 14,252
           
Performing loan portfolio          
Commercial loans 374,587  0  0  0 374,587
Commercial or business activity 306,686 0 0 0 306,686
Financial entities loans 13,951 0 0 0 13,951
Government entities loans 53,950 0 0 0 53,950
Consumer loans 101,077 0 0 0 101,077
Mortgage loans 123,731  0  0  0 123,731
Medium and residential 109,174 0 0 0 109,174
Social interest 105 0 0 0 105
Credits acquired from INFONAVIT or FOVISSSTE 14,452 0 0 0 14,452
Total performing loan portfolio 599,395  0  0  0 599,395
           
Non-performing loan portfolio          
Commercial loans 4,195  0  0  0 4,195
Commercial or business activity 4,195 0 0 0 4,195
Consumer loans 4,519 0 0 0 4,519
Mortgage loans 5,153  0  0  0 5,153
Medium and residential 4,376 0 0 0 4,376
Social interest 18 0 0 0 18
Credits acquired from INFONAVIT or FOVISSSTE 759 0 0 0 759
Total non-performing portfolio 13,867  0  0  0 13,867
Total loan portfolio 613,262  0  0  0 613,262
           
Allowance for loan losses (20,441) 0 0 0 (20,441)
Loan portfolio (net) 592,821  0  0 592,821
           

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Accrued income receivable from securitization transactions 119 0 0 0 119
Other receivables (net) 68,245 59 355 (355) 68,304
Foreclosed assets (net) 520 0 0 0 520
Property, furniture and fixtures (net) 5,677 0 8 (8) 5,677
Long-term investment in shares 91 118,311 58 (118,369) 91
Deferred taxes and deferred profit sharing (net) 18,086 0 0 (12) 18,074
Deferred charges, advance payments and intangibles 7,003 2 6 (6) 7,005
Other 49 0 174 (174) 49
           
Total assets 1,235,081 128,303 1,963 (129,386) 1,235,961
           
Liabilities          
           
Deposits 670,681  0  0 (251) 670,430
Demand deposits 429,200 0 0 0 429,200
Time deposits – general public 158,369 0 0 (251) 158,118
Time deposits – money market 37,982 0 0 0 37,982
Credit instruments issued 44,040 0 0 0 44,040
Global Account uptake without movements 1,090 0 0 0 1,090
           
Bank and other loans 49,510  0  0  0 49,510
Demand loans 4,440 0 0 0 4,440
Short-term loans 17,665 0 0 0 17,665
Long-term loans 27,405 0 0 0 27,405
           
Creditors under sale and repurchase agreements 121,012  0 222 (822) 120,412
           
Collateral sold or pledged as guarantee 16,767  0  0  0 16,767
Securities loans 16,767 0 0 0 16,767
           
Derivatives 135,138  0  0  0 135,138
Trading purposes 127,371 0 0 0 127,371
Hedging purposes 7,767 0 0 0 7,767
           
Other payables 91,387 219 596 663 92,865
Income taxes payable 10 0 0 100 110
Employee profit sharing payable 205 0 0 0 205
Creditors from settlement of transactions 35,606 0 344 (344) 35,606
Payable for cash collateral received 26,196 0 0 0 26,196
Sundry creditors and other payables 29,370 219 252 907 30,748
           
Subordinated credit notes 32,753 9,032 0 (9,080) 32,705
           
Deferred taxes 0 12 68 (80)
           
Deferred revenues and other advances 487 0 0 0 487
           
Total liabilities 1,117,735 9,263 886 (9,570) 1,118,314
           

 118

 

 

Paid-in capital 34,798 48,195 500 (43,089) 40,404
Historical Capital stock 8,086 25,658 500 (8,584) 25,660
Restated Capital stock 3,262 10,699 0 (10,699) 3,262
Share premium 23,450 11,838 0 (23,806) 11,482
           
Other capital 82,548 70,845 577 (76,727) 77,243
Capital reserves 9,515 1,944 94 (2,038) 9,515
Retained earnings 60,022 56,260 431 (61,924) 54,789
Result from valuation of available for sale securities, net (540) (535) 7 487 (581)
Result from valuation of cash flow hedge instruments, net 327 0 0 0 327
Cumulative effect of conversion 9 0 0 (9)
Adjustment employees pension fund (8) (19) (10) 28 (9)
Net income 13,164 13,195 55 (13,274) 13,140
Non-controlling interest 59 0 0 3 62
Total stockholders’ equity 117,346 119,040 1,077 (119,816) 117,647
           
Total liabilities and stockholders´ equity 1,235,081 128,303 1,963 (129,386) 1,235,961
           

 119

 

 

BANCO SANTANDER MÉXICO, S.A.        
Pro forma Consolidated Income Statement        
Million pesos          
           
  Banco Santander México (Consolidated) Grupo Financiero Santander México (Individual) Casa de Bolsa Santander (Individual) Pro forma Adjustments Total pro forma consolidated
           
Interest income 71,818 31 1,206 (1,218) 71,837
Interest expense (30,650) (8) (1,151) 1,163 (30,646)
Net interest income 41,168 23 55 (55) 41,191
           
Provisions for loan losses (15,978) 0 0 0 (15,978)
Net interest income after provisions for loan losses 25,190 23 55 (55) 25,213
           
Commission and fee income 15,621 0 446 (446) 15,621
Commission and fee expense (3,921) (6) (77) 77 (3,927)
Net gain (loss) on financial assets and liabilities 2,359 0 69 (69) 2,359
Other operating income 623 (10) 23 (24) 612
Administrative and promotional expenses (23,029) (30) (456) 456 (23,059)
Operating income 16,843 (23) 60 (61) 16,819
           
Equity in results of associated companies 0 13,218 2 (13,220)  0
           
Operating income before income taxes 16,843 13,195 62 (13,281) 16,819
           
Current income taxes (1,898) 0 0 0 (1,898)
Deferred income taxes (net) (1,781) 0 (7) 7 (1,781)
           
Consolidated net income 13,164 13,195 55 (13,274) 13,140
           
Non-controlling interest          
Net income 13,164 13,195 55 (13,274) 13,140

 

 120

 

 

 

Item 2

 

3Q.18 Earnings Presentation Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México.

 

 

Safe Harbor Statement 2 Banco Santander México cautions that this presentation may contain forward - looking statements within the meaning of the U . S . Private Securities Litigation Reform Act of 1995 . These forward - looking statements could be found in various places throughout this presentation and include, without limitation, statements regarding our intent, belief, targets or current expectations in connection with : asset growth and sources of funding ; growth of our fee - based business ; expansion of our distribution network ; financing plans ; competition ; impact of regulation and the interpretation thereof ; action to modify or revoke our banking license ; exposure to market risks including interest rate risk, foreign exchange risk and equity price risk ; exposure to credit risks including credit default risk and settlement risk ; projected capital expenditures ; capitalization requirements and level of reserves ; investment in our formation technology platform ; liquidity ; trends affecting the economy generally ; and trends affecting our financial condition and our results of operations . While these forward - looking statements represent our judgment and future expectations concerning the development of our business, many important factors could cause actual results to differ substantially from those anticipated in forward - looking statements . These factors include, among other things : changes in capital markets in general that may affect policies or attitudes towards lending to Mexico or Mexican companies ; changes in economic conditions, in Mexico in particular, in the United States or globally ; the monetary, foreign exchange and interest rate policies of the Mexican Central Bank ( Banco de México ) ; inflation ; deflation ; unemployment ; unanticipated turbulence in interest rates ; movements in foreign exchange rates ; movements in equity prices or other rates or prices ; changes in Mexican and foreign policies, legislation and regulations ; changes in requirements to make contributions to, for the receipt of support from programs organized by or requiring deposits to be made or assessments observed or imposed by, the Mexican government ; changes in taxes and tax laws ; competition, changes in competition and pricing environments ; our inability to hedge certain risks economically ; economic conditions that affect consumer spending and the ability of customers to comply with obligations ; the adequacy of allowance for impairment losses and other losses ; increased default by borrowers ; our inability to successfully and effectively integrate acquisitions or to evaluate risks arising from asset acquisitions ; technological changes ; changes in consumer spending and saving habits ; increased costs ; unanticipated increases in financing and other costs or the inability to obtain additional debt or equity financing on attractive terms ; changes in, or failure to comply with, banking regulations or their interpretation ; and certain other risk factors included in our annual report on Form 20 - F . The risk factors and other key factors that we have indicated in our past and future filings and reports, including those with the U . S . Securities and Exchange Commission, could adversely affect our business and financial performance . The words “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “forecast” and similar words are intended to identify forward - looking statements . You should not place undue reliance on such statements, which speak only as of the date they were made . We undertake no obligation to update publicly or to revise any forward - looking statements after we distribute this presentation because of new information, future events or other factors . In light of the risks and uncertainties described above, the future events and circumstances discussed herein might not occur and are not guarantees of future performance . Note : The information contained in this presentation is not audited . Nevertheless, the consolidated accounts are prepared on the basis of the accounting principles and regulations prescribed by the Mexican National Banking and Securities Commission ( Comisión Nacional Bancaria y de Valores ) for credit institutions, as amended (Mexican Banking GAAP) . All figures presented are in millions of nominal Mexican pesos, unless otherwise indicated . Historical figures are not adjusted by inflation .

 

 

Strong Performance Across the Board Driving Profitable Growth 3 Source: Company filings under CNBV GAAP. Notes: 1) Quarterly ratio = Annualized quarterly opex as percentage of annualized quarterly income before opex (net of allowances) (3Q18*4). Year to date = Annualized cumulative opex as percentage of annualized cumulative income before opex (net of allowances) (9M18/3*4). 2) Quarterly ratio = Annualized quarterly net income as a percentage of average equity (4Q17;3Q18). Loan book up 10.9% YoY  Maintain focus on high - margin segment loans +9.7% YoY  Low - margin segment growth targeting selective opportunities +12.3% YoY Deposit base up 8.5% YoY; Individual deposits increased 16.3% YoY  Individual demand deposits +13.3% YoY  Individual term deposits +21.7% YoY Healthy asset quality  NPL ratio 2.35% +9 bps  Cost of risk 3.37% - 35 bps 3.10% - 44 bps Net income up 25% YoY with robust ROE despite short - term impact of investment plan  Efficiency ratio 1 42.78% +60 bps 43.04% +181 bps  ROAE 2 16.74% +222 bps 16.41% +78 bps Headway on cultural and digital transformation strategy to become a more customer centric bank to attract new customers and improve retention 3Q18 YoY Var 9M18 YoY Var

 

 

Slower System Consumer Loan Growth, while Deposits Maintain Momentum 4 Source: CNBV Banks as of August 2018 in billion pesos. Notes: 1) Includes credit cards, payroll, personal and auto loans. Total Loans Total Deposits Consumer Loans 1 (YoY Growth) Demand Deposits (YoY Growth) 4,578 4,746 4,772 4,978 5,018 9.6% 3Q17 9.8 % 9.4% 4Q17 1Q18 11.6% 2Q18 10.6% Aug’18 YoY Growth 4,477 4,685 4,708 4,923 4,932 4Q17 11.5% 3Q17 11.4% 10.9% 1Q18 11.9% 2Q18 12.4% Aug’18 YoY Growth 7.6% 1Q18 3Q17 4Q17 2Q18 Aug’18 9.0% 8.5% 8.4% 6.7% 2Q18 Aug’18 11.3% 3Q17 8.2% 4Q17 1Q18 10.2% 8.9% 12.2%

 

 

Santander México Loan Portfolio Up c.11%; High - Margin Segments Contribute Majority of NII 5 Source: Company filings under CNBV GAAP, in million pesos. Total Loans Loan Portfolio Breakdown 3Q17 4Q17 1Q18 2Q18 3Q18 613,262 617,871 630,999 652,251 680,120 +4.3% +10.9% 3Q18 Var YoY Contribution to: Loans NII Loans High - margin s egments : Middle - market 175,567 13.5% 53.3% 69.4% SMEs 77,519 10.3% Credit cards 54,997 3.3% Consumer 54,474 4.0% 362,557 9.7% Low - margin segments: Corporates 97,031 12.9% 46.7% 30.6% Government & Financial Entities 81,997 20.8% Mortgages 138,535 7.5% 317,563 12.3% Middle - Market 26% Corporates 14% Gov&FinEnt 12% SMEs 12% Mortgage s 20% Credit Cards 8% Consumer 8%

 

 

Solid Performance in Payroll Drives Consumer Loans; Accelerating Mortgage Loan Growth 6 Source: Company filings under CNBV GAAP, in million pesos. Market position calculated with CNBV Banks as of August 2018. Notes: 1) Includes payroll, personal and auto loans. Individual Loans 248,006 234,480 3Q17 3Q18 +5.8% 4Q17 2Q18 3Q17 1Q18 3Q18 130,492 128,884 132,350 135,112 138,535 +2.5% +7.5% 2Q18 3Q17 4Q17 1Q18 3Q18 53,220 54,372 53,795 55,037 54,997 - 0.1% +3.3% 3Q18 53,076 3Q17 4Q17 1Q18 2Q18 52,376 53,763 52,492 54,474 +1.3% +4.0%  Organic growth accelerating to +9.8% YoY  Strongest QoQ volume loan growth of the past 3 years  Strong performance of Hipoteca Plus  Credit card usage up 12% YoY  3 rd largest market player  Rebalanced credit card portfolio towards a more profitable mix  Driving more profitable payroll loans, up 12% YoY, above market  +4.2 million Santander Plus clients, 55% are new customers  Attracting new payroll by leveraging strong position in middle - market and corporates Personal Payroll Mortgages Credit Cards Consumer 1

 

 

Loyalty and Digitalization Initiatives Continue Driving Quality of Retail Customer Base 7 Notes: 1) Thousands of customers. 2) Monetary transactions. Figures may vary from those previously reported due to restatements. Loyal Customers 1 Digital Customers 1 Digital Transactions / Total Transactions 2 Mobile Customers 1 1Q18 2Q18 3Q17 4Q17 3Q18 1,922 2,048 2,362 2,145 2,235 +22.9% 1,925 2,091 2,220 2,348 2,533 2Q18 3Q17 4Q17 3Q18 1Q18 +31.6% 1,327 1,508 1,655 1,819 2,036 1Q18 3Q17 4Q17 2Q18 3Q18 +53.4% A loyal customer is 4x more profitable 46% 71% 54% 29% 3Q17 3Q18 10.0% 11.9% Internet Mobile

 

 

Selective Growth in Commercial Loans While Maintaining Profitability Focus 8 Source: Company filings under CNBV GAAP, in million pesos. Commercial Loans 432,114 378,782 3Q17 3Q18 +14.1% SMEs Middle - Market Corporates Government & Fin. Ent . 71,752 3Q17 4Q17 1Q18 2Q18 3Q18 70,297 72,947 76,915 77,519 +0.8% +10.3% 3Q18 2Q18 3Q17 4Q17 1Q18 85,954 83,831 90,692 86,859 97,031 +11.7% +12.9% 3Q17 4Q17 2Q18 1Q18 3Q18 154,630 159,096 164,713 174,750 175,567 +0.5% +13.5% 1Q18 3Q18 3Q17 65,836 4Q17 2Q18 67,901 63,426 69,815 81,997 +17.4% +20.8%

 

 

Deposit Growth Driven by Client Centric Approach for Individuals and SMEs 9 Total Deposits 67% 31% 1Q18 69% 33% 4Q17 3Q17 33% 67% 67% 33% 2Q18 626,641 34% 66% 680,143 3Q18 Term Demand 647,854 665,100 698,118 - 2.6% +8.5% Demand Deposits 3Q17 447,718 3Q18 430,290 +4.1% +13.3% Individuals Corporate +0.9% Term Deposits 1 3Q17 3Q18 196,351 232,425 +18.4%  Total Individuals & SMEs deposits – up 16.3% and 15.9%, respectively  Sequential performance impacted by withdrawal of some corporates  Commercial focus to attract payrolls continues to drive individual demand deposits, increasing their share of demand deposits by 230 bps YoY  Higher interest rates favor term deposit growth Source: Company filings under CNBV GAAP, in millions pesos. Notes: 1) Includes money market. Individuals Corporate +21.7% +16.9%

 

 

Strong Balance Sheet, Ample Liquidity and Strong Capital Position 10 Net Loans to Deposits 1 Debt Maturity CET1 and Capitalization  Diversified funding sources and strong maturity profile  Healthy net loan to deposit ratio below 100% supports growth opportunities  LCR 2 of 141.45%, well above 90% Banxico regulatory requirement  Tier 1 ratio decreased 10 bps to 12.73% Source: Company filings under CNBV GAAP, in million pesos. Notes: 1) Loans net of allowances divided by total deposits (Demand + Term). 2) LCR = Liquidity Coverage Ratio. 3) Including additional Tier 1 Capital Notes issued in December 2016. 4) 3Q18 is preliminary. 91.88 % 4Q17 3Q17 1Q18 2Q18 94.60% 3Q18 92.28% 90.56% 97.00% 3,170 1,274 8,871 6,409 23,184 24,340 3,000 2021 2027+ 2018 2019 2024 2022 2020 2026 9,362 3 11.55 10.84 11.19 10.76 11.48 AT1 4Q17 3Q17 CET1 1Q18 2Q18 3Q18 4 Tier 2 16.19% 15.73% 15.71% 15.52% 16.02%

 

 

NII +10.9% YoY and +6.8% QoQ Driven By Robust Loan Growth, Particularly High - Margin Loans 11 Net Interest Income and NIM 1  NII grew 10.9% YoY, principally due to: ▪ Strong interest income from: Loan portfolio: +13.3% Investment in securities: +15.0% ▪ Benefited from lower sequential costs resulting from funding of investment strategies  NIM declined 13 bps YoY to 5.66% Source: Company filings under CNBV GAAP, in million pesos. Notes: 1) Quarterly = Annualized net interest income (3Q18*4) divided by daily average interest earnings assets (3Q18) Year to date = Annualized net interest income (9M18/3*4) divided by daily average interest earnings assets (9M1 8) 5.52 4Q17 5.79 3Q17 5.32 1Q18 5.27 2Q18 5.66 3Q18 14,615 14,242 13,847 14,795 15,795 +6.8% +10.9% 5.44 9M17 5.48 42,205 9M18 41,168 +9.8%

 

 

Accelerating Fees Driven by Robust Growth in Credit Cards, Cash Management and Investment Funds 12 Net Commissions and Fees Source: Company filings under CNBV GAAP, in million pesos. Notes: 1) Includes fees from collections and payments, account management, checks, foreign trade and others. 4Q17 4,271 3Q17 1Q18 3Q18 2Q18 3,934 3,933 4,069 4,262 +0.2% +8.6% Cash Management* 29% Credit Cards 28% Insurance 26% Investment Funds 9% Financial advisory services 7% Purchase - sale of securities and money market transactions 1% 11,700 12,602 9M17 9M18 +7.7% Var YoY Var YoY 3Q17 2Q18 3Q18 $$ % 9M17 9M18 $$ % Cash management 1 1,042 1,175 1,220 178 17.1% 3,249 3,601 352 10.8% Credit cards 985 917 1,186 201 20.4% 2,697 3,209 512 19.0% Insurance 1,067 1,265 1,123 56 5.2% 3,215 3,387 172 5.3% Investment funds 361 382 397 36 10.0% 1,084 1,173 89 8.2% Financial advisory services 372 416 280 (92) (24.7%) 1,098 989 (109) (9.9%) Purchase - sale of securities and money market transactions 107 107 65 (42) (39.3%) 357 243 (114) (31.9%) Net commisions and fees 3,934 4,262 4,271 337 8.6% 11,700 12,602 902 7.7%

 

 

Gross Operating Income Up 13.1% YoY, Driven by Solid Overall Performance 13 Gross Operating Income 1 Source: Company filings under CNBV GAAP, in million pesos. Notes: 1) Gross operating income does not include other income. 1Q18 2Q18 4Q17 3Q17 3Q18 18,487 18,394 18,972 20,106 20,909 +4.0% +13.1% Net Interest Income 75.5% Net Commissions and Fees 20.4% Market related revenue 4.0% 9M17 9M18 59,987 55,227 +8.6% Var YoY Var YoY 3Q17 2Q18 3Q18 Var $$ Var % 9M17 9M18 Var $$ Var % Net interest income 14,242 14,795 15,795 1,553 10.9% 41,168 45,205 4,037 9.8% Net commissions and fees 3,934 4,262 4,271 337 8.6% 11,700 12,602 902 7.7% Market related revenue 311 1,049 843 532 171.1% 2,359 2,180 (179) (7.6%) Gross Operating Income 18,487 20,106 20,909 2,422 13.1% 55,227 59,987 4,760 8.6%

 

 

Healthy Asset Quality: NPLs down and LLRs Up Sequentially as Anticipated 14 Loan Loss Reserves (LLR) Source: Company filings under CNBV GAAP, in million pesos. Notes: 1) Quarterly = Annualized loan loss reserves (3Q18x4) divided by average loans (4Q17,3Q18). Year to date = Annualized loan loss reserves (9M18/3*4) divided by average loans (4Q17,3Q18). 2) Commercial loans include: Mid - Market, SMEs, corporates, financial institutions and government. 2Q18 4Q17 3Q17 1Q18 3Q18 4,667 5,603 5,431 4,946 5,463 +17.1% - 2.5% Cost of Risk 1 3.59% 3Q17 4Q17 1Q18 2Q18 3Q18 3.72% 3.17% 2.94% 3.37% +43bps - 35 bps 15,076 9M17 9M18 15,978 - 5.6% 9M17 9M18 3.54% 3.10% - 44 bps 3Q17 2Q18 3Q18 Var YoY (bps) Var QoQ (bps) Consumer 4.28% 4.09% 3.87% (41) (22) Credit Card 4.71% 4.41% 4.28% (43) (13) Other consumer 3.84% 3.75% 3.46% (38) (29) Mortgages 4.00% 4.45% 4.31% 31 (14) Commercial 2 1.11% 1.37% 1.33% 22 (4) SMEs 2.23% 1.92% 2.00% (23) 8 NPL ratio 2.26% 2.46% 2.35% 9 (11)

 

 

Progress on Strategic Initiatives, with Near - Term Impact on Efficiency 15 Administrative & Promotional Expenses Source: Company filings under CNBV GAAP, in million pesos. Notes: 1) Quarterly = Annualized opex (3Q18*4) divided by annualized income before opex (net of allowances) (3Q18*4). Year to date = Annualized opex (9M18/3*4) divided by annualized income before opex (net of allowances) (9M18/3*4). Efficiency 1 3Q17 1Q18 4Q17 2Q18 9,003 3Q18 7,898 8,186 8,218 8,845 +1.8% +14.0% 23,029 9M17 9M18 26,066 +13.2% 4Q17 3Q17 1Q18 2Q18 3Q18 42.78% 42.18% 43.51% 42.88% 43.46% - 68bps +60 bps 9M18 9M17 41.23% 43.04% +181 bps Var YoY Var YoY 3Q17 2Q18 3Q18 $$ % 9M17 9M18 $$ % Personnel 3,409 3,889 4,096 687 20.2% 9,957 11,602 1,645 16.5% Administrative expenses 3,152 3,440 3,403 251 8.0% 9,075 10,007 932 10.3% IPAB 705 778 796 91 12.9% 2,147 2,316 169 7.9% Dep. and amort . 632 738 708 76 12.0% 1,850 2,141 291 15.7% Admin. & promotional expenses 7,898 8,845 9,003 1,105 14.0% 23,029 26,066 3,037 13.2% Expenses Breakdown & Performance

 

 

Delivering Robust Net Income Growth up 25% YoY and ROAE of 16.7% 16 Source: Company filings under CNBV GAAP, in million pesos. Notes: 1) Quarterly = Annualized net income (3Q18x4) divided by average equity (4Q17,3Q18). Year to date = Annualized net income (9M18/3*4) divided by average equity (4Q17,3Q18). Net Income ROAE 1 Effective Tax Rate Profit Before Taxes 3Q18 2Q18 3Q17 4Q17 5,171 1Q18 4,078 4,481 4,727 5,096 - 1.5% +25.0% 3Q17 4Q17 1Q18 2Q18 3Q18 15.87% 14.52% 16.04% 17.33% 16.74% - 59bps +222bps 2Q18 4Q17 3Q17 1Q18 3Q18 24.38% 21.95% 13.81% 21.22% 22.52% - 186bps +57bps 4Q17 3Q17 6,577 1Q18 2Q18 3Q18 6,838 5,225 6,000 5,199 - 3.8% +25.9% 9M17 9M18 13,164 14,994 +13.9% 9M17 9M18 15.63% 16.41% +78bps 22.77% 9M17 9M18 21.84% +93bps 19,415 9M17 9M18 16,843 +15.3%

 

 

Santander México Revises 2018 Guidance 17 Total Loans Δ 7% - 9% Δ 7% - 9% Total Deposits Δ 9% - 11% Δ 9% - 11% Cost of Risk 3.2% - 3.4% 3.2% - 3.4% Expenses Δ 12% - 14% Δ 12% - 14% Tax Rate 24% - 25% 24% - 25% Net Income Δ 6% - 8% Δ 9% - 11% Metrics 2018 Target 1 Revised 2018 Target 1) Revised on July 26, 2018.

 

 

Questions and Answers

 

 

19 Annexes

 

 

Macroeconomic 20 Source: INEGI, Banxico and Santander *Revised from previous quarter GDP Growth (%) Average Exchange Rate (MXP/USD) Annual Inflation Rate (%) Central Bank Monetary Policy (%, end of year) 2.9 2.1 2.1 2018E 2016 2017 2019E 2020E 1.8 * 2.1 * 18.7 18.9 18.8 18.9 2018E 2016 2017 2019E 2020E 19.1 * 3.4 6.8 3.6 2020E 2016 2017 2018E 2019E 4.5 * 3.5 * 5.75 7.25 2017 2016 2018E 2019E 2020E 8.00 * 7.25 * 6.75 * 19.3 2.4 2.4 4.1 3.4 7.25 6.25 6.00

 

 

Consolidated Income Statement 21 3Q18 2Q18 3Q17 % Change QoQ YoY Interest income 28,828 27,517 24,911 4.8 15.7 Interest expense (13,033) (12,722) (10,669) 2.4 22.2 Financial margin 15,795 14,795 14,242 6.8 10.9 Allowance for loan losses (5,463) (4,667) (5,603) 17.1 (2.5) Financial margin after allowance for loan losses 10,332 10,128 8,639 2.0 19.6 Commision and fee income 5,659 6,049 5,226 (6.4) 8.3 Commision and fee expense (1,388) (1,787) (1,292) (22.3) 7.4 Net gain /(loss) on financial assets and liabilities 843 1,049 311 (19.6) 171.1 Other operating income / ( loss ) 134 244 239 (45.1) (43.9) Administrative and promotional expenses (9,003) (8,845) (7,898) 1.8 14.0 Total operating income 6,577 6,838 5,225 (3.8) 25.9 Income taxes (1,481) (1,667) (1,147) (11.2) 29.1 Net income 5,096 5,171 4,078 (1.5) 25.0 Source: Company filings under CNBV GAAP, in million pesos.

 

 

Consolidated Balance Sheet 22 Sep - 18 Jun - 18 Sep - 17 % Change QoQ YoY Cash and due from banks 71,557 114,978 92,316 (37.8) (22.5) Margin accounts 2,444 3,767 3,036 (35.1) (19.5) Investment in securities 338,954 288,369 302,720 17.5 12.0 Debtors under sale and repurchase agreements 31,850 44,757 5,547 (28.8) 474.2 Derivatives 153,190 174,983 138,851 (12.5) 10.3 Valuation adjustment for hedged financial assets (10) (11) 0 (9.1) — Total loan portafolio 680,120 652,251 613,262 4.3 10.9 Allowance for loan losses (20,375) (20,027) (20,441) 1.7 (0.3) Loan portafolio (net) 659,745 632,224 592,821 4.4 11.3 Accrued income receivable from securitization transactions 125 123 119 1.6 5.0 Other receivables (net) 83,641 85,393 68,245 (2.1) 22.6 Foreclosed assets (net) 291 332 520 (12.3) (44.0) Property, furniture and fixtures (net) 6,709 6,426 5,677 4.4 18.2 Long - term investment in shares 90 90 91 0.0 (1.1) Deferred taxes (net) 18,672 19,187 18,086 (2.7) 3.2 Deferred charges, advance payments and intangibles 7,990 7,948 7,003 0.5 14.1 Other assets 46 45 49 2.2 (6.1) Total assets 1,375,294 1,378,611 1,235,081 (0.2) 11.4 Deposits 727,316 746,850 670,681 (2.6) 8.4 Bank and other loans 43,171 40,674 49,510 6.1 (12.8) Creditors under sale and repurchase agreements 157,528 94,087 121,012 67.4 30.2 Collateral sold or pledged as guarantee 21,088 31,492 16,767 (33.0) 25.8 Derivatives 146,717 167,278 135,138 (12.3) 8.6 Other payables 117,943 139,354 91,387 (15.4) 29.1 Subordinated debentures 33,791 35,914 32,753 (5.9) 3.2 Deferred revenues 354 441 487 (19.7) (27.3) Total liabilities 1,247,909 1,256,091 1,117,735 (0.7) 11.6 Total stockholders' equity 127,385 122,520 117,346 4.0 8.6 Source: Company filings under CNBV GAAP, in million pesos.

 

 

Proforma Income Statement 23 Source: Company filings under CNBV GAAP, in million pesos. Notes: 1) Most of the adjustments are related to the Brokerage House. 2) Banco Santander México as successor of Grupo Financiero Santander México. 9M17 9M18 % Change Group Adjustments 1 Bank Bank 2 YoY Group Banco Financial margin 41,245 (77) 41,168 45,205 9.6 9.8 Allowance for loan losses (15,978) 0 (15,978) (15,076) (5.6) (5.6) Financial margin after allowance for loan losses 25,267 (77) 25,190 30,129 19.2 19.6 Net commisions and fees 12,062 (362) 11,700 12,602 4.5 7.7 Net gain /(loss) on financial assets and liabilities 2,429 (70) 2,359 2,180 (10.3) (7.6) Other operating income / (loss) 594 29 623 570 (4.0) (8.5) Administrative and promotional expenses (23,471) 442 (23,029) (26,066) 11.1 13.2 Total operating income 16,881 (38) 16,843 19,415 15.0 15.3 Income taxes (3,686) 7 (3,679) (4,421) 19.9 20.2 Net income 13,195 (31) 13,164 14,994 13.6 13.9

 

 

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