1 BANCO NACIONAL DE MEXICO, S. A. AND SUBSIDIARIES Consolidated Financial Statements December 31, 2008 and 2007 (With Independent Auditors Report Thereon) (Free Translation from Spanish Language Original)
2 Independent Auditor s Report (Free translation from Spanish language original) The Board of Directors and Stockholders Banco Nacional de Mexico, S. A., : We have examined the consolidated balance sheets of Banco Nacional de Mexico, S. A., Grupo Financiero Banamex, S. A. de C. V. and its subsidiaries ( the Bank ) as of December 31, 2008 and 2007, and the related consolidated statements of income, changes in stockholders' equity and changes in financial position for the years then ended. These consolidated financial statements are the responsibility of the Bank's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in Mexico. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and are prepared in accordance with the accounting criteria for credit institutions in Mexico. An audit consists of examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting criteria used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As explained in note 2 to the consolidated financial statements, the Bank is required to prepare and present its financial statements in accordance with the accounting criteria established by the National Banking and Securities Commission ( the Banking Commission ) for credit institutions in Mexico. In general, these criteria conform to Mexican financial reporting standards, issued by the Mexican Board for the Research and Development of Financial Reporting Standards, and include particular rules which in certain respects depart from such standards. During 2008, the accounting changes disclosed in note 2.II to Financial Statements were implemented. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Banco Nacional de México, S. A. and subsidiaries as of December 31, 2008 and 2007, and the results of their operations, the changes in their stockholders' equity and the changes in their financial position for the years then ended, in conformity with the accounting criteria established by the Banking Commission for credit institutions in Mexico, as described in note 2 to the consolidated financial statements. February 16, 2009 Jorge Peña Tapia
3 Consolidated Balance Sheets December 31, 2008 and 2007 (Millions of Mexican pesos - note 2) Assets Liabilities and Stockholders' Equity Cash and cash equivalents (note 4) $ 92, ,505 Deposit funding (note 14): Demand deposits $ 241, ,338 Investment securities (note 5): Time deposits: Trading 91,885 85,731 General public 77,584 74,911 Available-for-sale Money market 50,711 41,454 Held-to-maturity 13,426 12,447 Bank bonds 5,324 2, ,357 98, , ,103 Securities and derivatives transactions: Bank and other loans (note 15): Debit balances of repurchase/resell Due on demand 1,451 19,212 agreements (note 6a.) Short-term 4, Derivative financial instruments (note 7) 65,886 28,968 Long-term 3,390 3,164 65,959 29,047 9,130 22,785 Current loan portfolio (note 8): Securities and derivatives transactions: Commercial loans: Credit balances of repurchase/resell agreements (note 6a.) 839 2,241 Business and commercial 112, ,498 Transactions that represent secured borrowing (note 6b.) 1,332 6,762 Financial institutions 12,372 12,091 Derivative financial instruments (note 7) 66,240 25,300 Government entities 17,753 15,300 68,411 34, , ,889 Other accounts payable: Consumer loans 93,752 99,283 Income tax and employee statutory profit sharing 2,147 3,750 Residential mortgages 31,906 29,162 Sundry creditors and other accounts payable (note 16) 61,840 85,042 Total current loan portfolio 268, ,334 63,987 88,792 Past due loan portfolio (note 8): Subordinated debt (note 17) - 1,847 Commercial loans: Deferred credits and prepayments 1,289 1,571 Business and commercial Past due consumer loans 6,621 6,738 Total liabilities 518, ,401 Past due residential mortgages Stockholders' equity (note 19): Total past due loan portfolio 7,894 7,810 Paid-in capital: Capital stock 27,319 27, , ,144 Additional paid-in capital 2,535 2,535 Less: Allowance for loan losses (note 8f) 16,219 13,707 29,854 30,248 Loan portfolio, net 260, ,437 Earned capital: Statutory reserves 73,625 52,828 Acquired collection rights - 19 Prior years' results (2,246) (82) Unrealized gain from valuation of available-for-sale Total loan portfolio, net 260, ,456 securities Result from holding non-monetary assets - permanent Other accounts receivable, net (note 9) 57,675 47,137 investments in shares - 5 Net income 9,609 18,896 Foreclosed assets, net (note 10) Premises and equipment, net (note 11) 13,970 13,812 Minority interest 81,634 72,252 Permanent investments in shares (notes 1 y 12) 453 2,488 Total stockholders' equity 111, ,500 Deferred taxes, net (note 18) 14,346 7,609 Other assets: Deferred charges, prepayments and intangibles Commitments and contingent liabilities (note 23) (note 1) 4,820 3,751 Other assets 14,690 14,254 Total liabilities and stockholders' equity Total assets $ 629, ,901 $ 629, ,901
4 2 Consolidated Balance Sheets, Continued December 31, 2008 and 2007 (Millions of Mexican pesos - note 2) Memorandum accounts (notes 6a. y 21): Contingent assets and liabilities $ Loan and other credit commitments 13,792 12,473 Assets in trust or under mandate: In trust 435, ,410 Under mandate 229, ,756 Assets in custody or under management 1,994,534 1,862,814 Investments on behalf of third parties, net 128, ,686 Uncollected interest accrued on non-performing loans 3,578 12,567 $ 2,805,527 2,924,766 Securities receivable under repurchase agreements $ 328, ,009 Less creditors under securities repurchase agreements 328, ,184 (766) (2,175) Debtors under securities resell agreements - 4,552 Less securities deliverable under resell agreements - 4, Securities repurchase/resell agreements, net $ (766) (2,162) Securities deliverable under secured borrowing agreements $ 1,332 6,762 Other memorandum accounts $ 378, ,258 The historical capital stock amounts to $15,102 million at December 31, 2008 and The accompanying notes are an integral part of these consolidated financial statements. These consolidated balance sheets were prepared in accordance with the accounting criteria for credit institutions issued by the National Banking and Securities Commission based on Articles 99, 101 and 102 of the Law for Credit Institutions, which are of a general and mandatory nature and have been applied on a consistent basis. Accordingly, they reflect the transactions carried out by the Institution through the dates noted above. Furthermore, these transactions were carried out and valued in accordance with sound banking practices and the applicable legal and administrative provisions. These consolidated balance sheets were approved by the Board of Directors under the responsibility of the following officers. Lic. Enrique J. Zorrilla Fullaondo General Director C.P. Ernesto Torres Landa López Corporate Controller Lic. Alejandro Zirión Quijano Director of Internal Audit C.P. Carlos A. López Ramos Director of Corporate and Regulatory Information
5 Consolidated Statements of Income Years ended December 31, 2008 and 2007 (Millions of Mexican pesos - note 2) Interest income (note 22a.) $ 85,489 73,862 Interest expense (note 22a.) (37,016) (29,897) Monetary position loss, net (note 22a.) - (2,074) Financial margin 48,473 41,891 Provision for loan losses (note 8f.) (25,354) (14,860) Financial margin after provision for loan losses 23,119 27,031 Commission and fee income (note 22b.) 18,225 21,333 Commission and fee expense (2,815) (2,449) Financial intermediation income, net (note 22c.) 1, Total operating income 40,290 46,732 Administrative and promotion expenses (31,235) (30,464) Net operating income 9,055 16,268 Other income (note 22d.) 5,534 9,716 Other expense (note 22e.) (3,269) (3,755) Income before taxes and employee statutory profit sharing (ESPS) 11,320 22,229 Current taxes and ESPS (note 18) (8,512) (7,420) Deferred income tax (note 18) 6,861 4,311 Income before equity in the results of operations of associates and non-consolidated subsidiaries 9,669 19,120 Equity in the results of operations of associates and non-consolidated subsidiaries Income before minority interest 9,678 19,221 Minority interest (69) (325) Net income $ 9,609 18,896 The accompanying notes are an integral part of these consolidated financial statements. These consolidated statements of income were prepared in accordance with the accounting criteria for credit institutions issued by the National Banking and Securities Commission based on Articles 99, 101 and 102 of the Law for Credit Institutions, which are of a general and mandatory nature and have been applied on a consistent basis. Accordingly, they reflect the revenues and disbursements relating to the transactions carried out by the Institution through the dates noted above. Furthermore, these transactions were carried out and valued in accordance with sound banking practices and the applicable legal and administrative provisions. These consolidated statements of income were approved by the Board of Directors under the responsibility of the following officers. Lic. Enrique J. Zorrilla Fullaondo General Director Lic. Alejandro Zirión Quijano Director of Internal Audit C.P. Ernesto Torres Landa López Corporate Controller C.P. Carlos A. López Ramos Director of Corporate and Regulatory Information
6 Consolidated Statements of Changes in Stockholders' Equity Years ended December 31, 2008 and 2007 (Millions of Mexican pesos - note 2) Result from holding Unrealized non-monetary gain from assets - Additional Prior valuation of Cumulative permanent Total Capital paid-in Statutory years' available-for- translation investments Net Minority stockholders' stock capital reserves results sale securities adjustment in shares income interest equity Balances at December 31, 2006 $ 27,445 2,535 43, ,965-96,563 Changes resulting from stockholders' resolutions: Unanimous stockholders' resolutions of April 30, 2007: Appropriation of prior year's net income , (21,965) - - Appropriation of result from valuation of permanent investments in shares (8) Appropriation of unrealized gain from valuation of available-for-sale securities (11) Application of translation adjustment from subsidiaries (94) Merger of Servicios de Factoraje Associates and Sociedad Financiera Associates (notes 1 and 19a.) (82) Unanimous stockholders' resolution of December 20, 2007: Sale of Afore Banamex (note 1) - - (4,055) (4,055) Unanimous stockholders' resolution of December 21, 2007: Dividends declared (note 19b.) - - (8,611) (8,611) Total 268-9,425 (82) (11) (94) (8) (21,965) - (12,467) Changes related to the recognition of comprehensive income (note 19c.): Net income ,896-18,896 Valuation of available-for-sale securities (515) (515) Result from holding permanent investments in shares Contingency arising from correction of tax treatment (note 18) - - (328) (328) Total comprehensive income - - (328) - (515) ,896-18,058 Minority interest Balances at December 31, 2007, carried forward $ 27,713 2,535 52,828 (82) , ,500
7 2 Consolidated Statements of Changes in Stockholders Equity, Continued (Millions of Mexican pesos - note 2) Result from holding Unrealized non-monetary gain from assets - Additional Prior valuation of Cumulative permanent Total Capital paid-in Statutory years available-for- translation investments Net Minority stockholders' Stock capital reserves results sale securities adjustment in shares income interest equity Balances at December 31, 2007, brought forward $ 27,713 2,535 52,828 (82) , ,500 Deficit due to valuation of ceded assets in the spin off of Tarjetas Banamex, S. A. de C. V. SOFOM E. R. (nota 1) (394) (394) Changes resulting from stockholders resolutions: Unanimous stockholders resolutions of March 10, 2008: Spin off from Banco Nacional de México, S. A., resulting in Tarjetas Banamex, S. A. de C. V., SOFOM, E. R. (notes 1 y 12) (9,800) (9,800) Increase of Capital Stock in Banco Nacional de México, S. A. 9, ,800 Unanimous stockholders resolutions of April 30, 2008: Appropriation of prior year s net income , (18,896) - - Appropriation of prior year s result due to the merger of Sociedad Financiera Associates and Servicios de Factoraje Associates - - (82) Effects of application of new Mexican Financial Reporting Standards NIF B-10 Inflation Effects, NIF D-3 Employee Benefits and NIF D-4 Income Taxes (note 2) - - 1,983 - (11) - (5) - - 1,967 Total of changes resulting from stockholders resolutions , (11) - (5) (18,896) - 1,967 Changes related to the recognition of comprehensive income (note 19c.): Net income ,609-9,609 Unrealized gain from valuation of available for sale securities Effects of application of new Mexican Financial Reporting Standards NIF B-10 Inflation Effects, NIF D-3 Benefits to the employees and NIF D-4 Income Taxes, complement (note 2) (239) (51) (290) Deferred income tax for amendment in tax criteria (2,007) (2,007) Total of changes related to the recognition of comprehensive income (2,246) (17) - - 9,609-7,346 Minority interest Balances at December 31, 2008 $ 27,319 2,535 73,625 (2,246) , ,488 The accompanying notes are an integral part of these consolidated financial statements. "These consolidatedstatementsof changesin stockholders equitywere prepared in accordancewith the accountingcriteria for credit institutionsissued by the National Bankingand SecuritiesCommissionbased on Articles 99, 101, 102 of the Law for Credit Institutions,whichare of general and mandatory nature and have been applied on a consistent basis. Accordingly, they reflect all the stockholders equity account entries relating to the transactions carried out by the Institutionthrough the dates noted above. Furthermore, these transactions were carried out and valued in accordance with sound banking practices and the applicable legal and administrative provisions. These consolidated statements of changes in stockholders equity were approved by the Board of Directors under the responsibility of the following officers. Lic. Enrique J. Zorrilla Fullaondo C.P. Ernesto Torres Landa López Lic. Alejandro Zirión Quijano C.P. Carlos A. López Ramos General Director Corporate Controller Director of Internal Audit Director of Corporate and Regulatory Information
8 Consolidated Statements of Changes in Financial Position Years ended December 31, 2008 and 2007 (Millions of Mexican pesos - note 2) Operating activities: Net income $ 9,609 18,896 Items included in operations not requiring (providing) funds: Provision for loan losses 25,354 14,860 Depreciation and amortization 1,463 1,324 Other provisions (471) (394) Minority interest Equity in results of associates and non-consolidated subsidiaries (9) (101) Results of valuation to fair value, net 2,299 1,576 Deferred income tax (6,861) (4,311) 31,453 32,175 Changes in items related to operations: Increase (decrease) in operating liabilities: Deposit funding 32,352 5,703 Bank and other loans (13,655) (9,495) (Increase) decrease in operating assets: Loan portfolio (24,951) (52,293) Investment securities (6,716) 39,134 Securities and derivatives operations (4,935) (1,836) Funds provided by operations 13,548 13,388 Financing activities: Subordinated debt (1,847) (49) Other accounts payable (24,154) 22,872 Increase in capital resulting from merger (note 1) Dividends paid (note 19b.) - (8,611) Distribution of statutory reserves resulting from sale of Afore Banamex (note 1) - (4,055) Funds (used in) provided by financing activities (26,001) 10,356 Investment activities: Acquisition of premises and equipment, net (1,607) (1,863) Disposal of foreclosed assets, net Disposal of permanent investments in shares, net 1,474 1,646 Funding of pension, termination and post-retirement benefits (796) - Deferred charges and credits (1,004) 7,652 Accounts receivable and other (10,712) 7,818 Funds (used in) provided by investment activities (12,635) 15,259 (Decrease) increase in cash and cash equivalents (25,088) 39,003 Cash and cash equivalents: At beginning of year 117,505 78,502 At end of year $ 92, ,505 The accompanying notes are an integral part of these consolidated financial statements. These consolidated statements of changes in financial position were prepared in accordance with the accounting criteria for credit institutions issued by the National Banking and Securities Commission based on Articles 99, 101 and 102 of the Law for Credit Institutions, which are of a general and mandatory nature and have been applied on a consistent basis. Accordingly, they reflect all the sources and applications of funds relating to the transactions carried out by the Institution through the dates noted above. Furthermore, these transactions were carried out and valued in accordance with sound banking practices and the applicable legal and administrative provisions. These consolidated statements of changes in financial position were approved by the Board of Directors under the responsibility of the following officers. Lic. Enrique J. Zorrilla Fullaondo General Director Lic. Alejandro Zirión Quijano Director of Internal Audit C.P. Ernesto Torres Landa López Corporate Controller C.P. Carlos A. López Ramos Director of Corporate and Regulatory Information
9 December 31, 2008 and 2007 These financial statements have been translated from the Spanish language original solely for the convenience of foreign/english-speaking readers. (1) Description of business and significant transactions- Description of business- Banco Nacional de Mexico, S. A. ( Banamex or the Bank ) is a subsidiary of Grupo Financiero Banamex, S. A. de C. V. ( Grupo Financiero Banamex ), which in turn is a subsidiary of Citigroup Inc., and in accordance with the Law for Credit Institutions, it is authorized to carry out multiple banking activities which comprise, among others, receiving and granting loans, receipt of deposits, execution of trust agreements, etc. Its subsidiaries are engaged principally in financial activities. Significant transactions Banamex s spin off to create a Multiple Objective Financial Entity In a unanimous agreement reached by the shareholders on March 10, 2008, previously authorized by the Ministry of Finance and Public Credit (SHCP) and with the appropriate registration in the Trade Public Registry, resulted in the spin off from Banamex of a Multiple Objective Financial Entity called Tarjetas Banamex, S. A. de C. V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada (Tarjetas Banamex SOFOM). Due to the spin off, Banamex ceded assets of $82,086, liabilities of $72,286 and stockholders equity of $9,800. Based on this, Banamex s Capital Stock reduced to $17,913. However, through the same resolution, stockholders agreed to subscribe all the transferred shares of the spin off and a $9,800 increase of Capital Stock was approved, and therefore Banamex capital stock amounted to $27,713 (historically $15,102). Consequently, the accompanying financial statements include the consolidation of Tarjetas Banamex SOFOM. After the spin off date, Tarjetas Banamex SOFOM management carried out a review of the assets that were transferred by Banamex and determined an adjustment reducing the value of the spin off portfolio by $547. The accounting impact of this adjustment consisted of a $394 debit to capital stock ($153 net of deferred tax), resulting in Banamex s final capital stock amounting to $27,319.
10 2 VISA As a result of the global corporate restructuring of VISA entities, Banamex received shares in VISA, Inc. in 2008 and 2007 valued at $57 and $2,030, respectively, that were recorded as Permanent investments in shares, with the corresponding income recorded in Other income in the consolidated statement of income. During March and September 2008 these shares were sold for $2,477, and a net income of $390 was recognized in the results for the year within Other income. 2007: Sale of Afore Banamex- On December 20, 2007, the Bank sold its equity interest in Afore Banamex, S. A. de C. V., Administradora de Fondos para el Retiro (Afore Banamex) to Grupo Financiero Banamex in the amount of 750 million U.S. dollars ($8,115 nominal). The sale price was $4,055 less than the carrying value of Afore Banamex, and this was treated as a distribution of statutory reserves to the shareholder. Similarly, the sale resulted in reductions of $4,127 in the caption of Permanent investments in shares and of $8,018 (nominal) in the goodwill that was included in the consolidated balance sheet caption of Deferred charges, prepayments and intangibles. Merger of Servicios de Factoraje Associates and Sociedad Financiera Associates- In a unanimous resolution dated April 30, 2007, the shareholders approved merging Servicios de Factoraje Associates, S. A. de C. V. and Sociedad Financiera Associates, S. A. de C. V. into the Bank, with the latter as the surviving entity. In August 2007, once the merger had been formally filed with the Mexican Public Registry of Commerce, the Bank recorded as a result of the merger, $213 in Investment securities, $105 in Loan portfolio, and an increase in stockholders equity of $199. Purchase of the BBVA Bancomer/Soriana credit card business- During the month of November 2007, the Bank agreed to purchase the BBVA Bancomer/ Soriana credit card business from BBVA Bancomer S. A. The purchase price amounted to $2,757 comprising of the credit card portfolio of $2,139 and collection rights of $19 (the non-performing credit card portfolio). The fair value of the assets acquired was $1,911, resulting in a deferred charge of $846 which will be amortized over the expected life of the business. In addition, a loan loss allowance of $127 was established through a charge to the 2007 results of operations.
11 3 (2) Summary of significant accounting policies- (a) Basis of presentation and disclosure- On February 16, 2009, the officers of the accompanying consolidated financial statements, Banamex and its subsidiaries (the Bank), approved the issuance of the consolidated financial statements and their notes. The consolidated financial statements have been prepared based on the applicable banking legislation, and in conformity with the accounting criteria established by the National Banking and Securities Commission ( the Banking Commission ) for credit institutions in Mexico. The Banking Commission is responsible for the inspection and supervision of financial institutions and for reviewing their financial information. In general, the accounting criteria established by the Banking Commission conforms to the Mexican financial reporting standards ( Mexican FRS ), issued by the Mexican Board for the Research and Development of Financial Reporting Standards (CINIF), and include particular rules relating to accounting, valuation, presentation and disclosure, which depart from such standards - see paragraphs (b), (d) and 2.II (d) of this note. These criteria establish that the Banking Commission will issue particular rules for specialized operations, the procedure for the supplementary use of other accounting principles and standards as provided for in Mexican FRS A-8 will be followed. This procedure will only be applicable in the event that the IFRS referred to by Mexican FRS A-8 do not provide guidance with respect to the accounting treatment, in which case another set of established accounting standards may be used provided they comply with the conditions established in Mexican FRS A-8 and are applied in the following order: (i) generally accepted accounting principles in the United States of America ( US GAAP ) and (ii) any other formal and recognized accounting standards.
12 4 The accompanying consolidated financial statements include the recognition of inflation effects in the financial information as of December 31, 2007 based on the value of the Investment Unit (UDI) which is a unit of measurement, the value of which is determined by Banco de Mexico (the Central Bank) as a function of inflation. (See 2.II, Changes which came into effect in 2008). The three year accumulated inflation percentage and the indices used to calculate the effects of inflation for each year are as follows. Accumulated inflation Anual of the last three Year UDI inflation year period 2008 $ % 15.03% % 11.27% % 13.04% ===== For the purposes of disclosure in the notes to the consolidated financial statements, pesos or $ refer to millions of Mexican pesos, and when reference is made to millions of dollars, it means dollars of the United States of America. Assets and liabilities related to the purchase and sale of foreign currencies, investments in securities, securities repurchase/resell agreements and derivative financial instruments are recognized in the consolidated financial statements on the day the transactions are entered into, regardless of the settlement date. The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the recorded amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of income and expenses during the reporting period. The important captions subject to these types of estimates and assumptions include valuation of financial instruments, allowances for loan losses and deferred taxes. The volatility seen in debt and capital markets as well as the economic situation in Mexico and worldwide can lead to differences in the book values of the assets and liabilities and their future realizable values at settlement. Consequently, actual results may differ from these estimates and assumptions.
13 5 Basis of consolidation- As of December 31, 2008 and 2007, the consolidated financial statements include assets, liabilities and results of operations of Banco Nacional de Mexico, S. A. and all of its subsidiaries. The important balances and transactions between them have been eliminated upon consolidation. The consolidated financial statements also include the restructured loan portfolio in UDI Trusts, which were created to manage the restructured portfolio based on various support programs established by the Mexican Government (See note 8d.) where the Bank acts as grantor and the trustee and the Mexican Government as beneficiary. These trusts have been valued and presented in accordance with the accounting rules established by the Banking Commission. Certain adjustments have been made to conform the financial statements of subsidiaries and associated companies which use different bases of accounting from the accounting criteria established by the Banking Commission. The consolidated subsidiaries in 2008 and 2007 are as follows: Location Ownership Banking: Tarjetas Banamex SOFOM (1) Mexico 100% Real estate leasing: Inmuebles Banamex, S. A. de C. V. Mexico 100% Inmobiliaria Provincial del Norte, S. A. de C. V. (2) Mexico 100% Inmobiliaria Citibank, S. A. de C. V. (3) Mexico 100% IMREF, S. A. de C. V. Mexico 100% Other: Avi Escindida 1, S. de R. L. de C. V. Mexico 81.77% Fideicomiso de Administración y Pago de Operaciones por Cuenta Propia, celebrados con MexDer, S. A. de C. V. Mexico 100% Fideicomiso de Administracion y Pago de Operaciones por Cuenta de Terceros, celebrados con MexDer, S. A. de C. V. Mexico 100% Promociones Inmobiliarias Banamex, S. A. de C. V. Mexico 100% Promotora de Bienes y Servicios Banamex, S. A. de C. V Mexico 100% Abasis, S. A. de C. V. Mexico 100% (1) (2) (3) As described in note 1, during 2008, Banamex spun off a new entity resulting in a Multiple Objective Financial Entity which is regulated, called Tarjetas Banamex SOFOM. It merged with Inmuebles Banamex, S. A. de C. V. during It was liquidated during 2008.
14 6 (b) Cash and cash equivalents- Cash and cash equivalents consist of cash in hand, precious metals (coins), deposits with banks, 24 and 48-hour foreign currency purchase and sale transactions, bank loans with original maturities of up to three days ( Call Money ), deposits with Banco de Mexico, and margin accounts on standard futures and options contracts on the derivatives exchange. This treatment differs from Mexican FRS Bulletin C-10, which requires the aforementioned margin accounts to be presented under Derivative financial instruments. The receivables associated with 24 and 48-hour foreign currency sales are recorded in Other accounts receivable while the obligations arising from foreign currency purchases are recorded in Sundry creditors and other accounts payable. (c) Investment securities- Investment securities consist of equities, government and other fixed-income securities, listed and unlisted, classified into three categories according to management's investment intentions, as follows: Trading securities Securities which are held for trading. Debt and equity securities are initially recorded at cost and subsequently marked to market using information provided by an independent price vendor as required by the Banking Commission. Valuation effects and cash dividends of the equity securities are recognized in the statement of income in Financial intermediation income, net. Available-for-sale securities Securities not classified as trading, but which are not intended to be held to maturity. Available-for-sale securities are initially recorded at cost and subsequently marked to market using information provided by an independent price vendor as required by the Banking Commission, and the valuation effects are reported in stockholders equity under Unrealized gain from valuation of available-for-sale securities, which upon sale, are recycled in order to recognize the difference between the sale proceeds and the acquisition cost in results of operations.
15 7 Held-to-maturity securities These are debt securities, which have defined payments and maturities and the Bank has the intent to hold them until maturity. Held-to-maturity securities are carried at acquisition cost plus accrued interest, or if there is pervasive evidence that a security represents a high credit risk and/or the estimated value has decreased, the book value is written down through a charge to results of operations. Interest income is recognized on an accruals basis. Transfers between categories In accordance with the accounting criteria issued by the Banking Commission, transfers can only be made from the held-to-maturity category to the available-for-sale category, provided that the intention is not to hold the securities until their maturity date. The corresponding mark-to-market valuation at the date of the transfer is recognized in stockholders equity. Value date operations- Securities purchased with a resell date of up to a maximum of four working days following the date of the transaction, are recorded as restricted securities and the securities sold are recorded as securities deliverable with a corresponding reduction in the investment securities account. The corresponding debit or credit is to a clearing account. When the amount of the securities deliverable exceeds the proprietary position of the same type of security (government, bank, equities and other debt securities), the amount is shown as a liability under Securities and derivatives transactions. (d) Securities under repurchase/resell agreements- Securities under repurchase/resell agreements are stated at fair value using information provided by an independent price vendor, and the obligations or rights from the commitment to repurchase or to resell are stated at their net present value at maturity. For each repurchase/resell transaction, the asset and liability position is offset, presenting a resulting debit balance as an asset, and a resulting credit balance as a liability in the consolidated balance sheet. Repurchase/resell agreements where the Bank is the repurchasing and reselling party with the same entity cannot be offset. The securities repurchase/resell agreement presentation differs from Mexican FRS, which requires reporting balances separately and offsetting similar transactions with the same counterparty. Interest and premiums are reported in results of operations under Interest income and Interest expense, respectively, while both realized and unrealized gains or losses from these transactions are reported under Financial intermediation income, net.
16 8 Securities under repurchase/resell agreements that can not be renegotiated are reported as secured borrowing or lending transactions and are valued using the same methodology used for trading securities. Premiums are recognized in income as earned over the term of the transaction. For securities under repurchase/resell agreements with maturities greater than three days, a guarantee agreement must be signed when fluctuations in the valuation of the securities result in an increase in the net exposure which exceeds the maximum amount agreed between the parties. Guarantees issued (without transfer of ownership) are recorded in the investment securities portfolio as restricted or trading securities under guarantee. In the case of cash deposits, these are recorded as restricted under Cash and cash equivalents. Guarantees received that do not represent transfer of ownership are recorded in memorandum accounts under Assets in custody or under management. The guarantees are valued in accordance with the current dispositions for valuing investment securities, cash and cash equivalents, and assets in custody or under management, respectively. (e) Transactions with derivative financial instruments- Transactions with derivative financial instruments comprise those carried out for trading or hedging purposes, the accounting treatment of which is described below: Futures and forward contracts The net change in market value of the future price of the contract is presented in the consolidated balance sheet with a corresponding charge or credit to results of operations. Swaps Rights or obligations arising from the exchange of cash flows or asset yields (swaps) are recorded as assets or liabilities. The assets and liabilities derived from the swaps for trading purposes are marked to market, reporting the net value of the swap on the consolidated balance sheet, while the related gains or losses are recognized in net income. Options Put and call option obligations (premiums collected) and rights (premiums paid) are recorded at the contract value and marked to market, recording gains or losses in results of operations. Premiums collected or paid are amortized on an accruals basis. For those derivative financial instruments that represent rights and obligations, such as futures, forwards or swaps, the asset and liability position is offset individually, presenting a resulting debit balance as an asset and a resulting credit balance as a liability. For those derivative financial instruments that only provide rights or obligations, but not both, such as options, the related amount is presented as an asset or liability respectively.
17 9 The valuation effect of trading financial instruments is recorded in the consolidated balance sheet and consolidated statement of income under the captions Derivative financial instruments and Financial intermediation income, net respectively. (f) Clearing accounts- Amounts receivable or payable for investment securities, securities repurchase/resell agreements, securities loans and/or derivative financial instruments which have expired but have not been settled at the consolidated balance sheet date, are recorded in clearing accounts included under Other accounts receivable and Sundry creditors and other accounts payable, respectively, as are the amounts receivable or payable for the purchase or sale of foreign currencies which are not for immediate settlement or those with a same day value date. Balances of clearing account receivables and payables are offset provided they arise from the same type of transaction, are conducted with the same counterparty, and have the same settlement date. (g) Past due loans and interest- Outstanding loan and interest balances are classified as past due according to the criteria listed below: Commercial loans with one principal amortization and interest payment 30 days after due date. Commercial installment loans 90 days after the first unpaid installment of principal and interest. Commercial loans with one principal amortization and periodic interest payments 30 days after due date in the case of the principal payment and 90 days after due date in the case of interest payments. Revolving credits, credit cards and others When unpaid for two normal billing cycles or when 60 or more days past due. Residential mortgage loans 90 days after the due date of the first unpaid installment. Overdrafts on checking accounts without lines of credit When the overdraft occurs. In addition, a loan is classified as past due when the debtor files for bankruptcy protection.
18 10 Past due loans are reclassified as current when the past due amounts (including principal, interests and any other charges) are paid in full. Restructured or renewed past due loans are reclassified as current once a satisfactory payment pattern has been established. At the point at which the loan is transferred from past due to current loan portfolio, the past-due interest accrued recorded in memorandum accounts is recognized in results of operations. (h) Allowance for loan losses- An allowance for loan losses is maintained which, in management s opinion, is sufficient to cover credit risks associated with the loan portfolio, guarantees issued, letters of credits and irrevocable loan commitments. Allowances for loan losses are based on analytical studies of the portfolio in accordance with the General Dispositions relating to the Rating Methodology for Loan Portfolios of Credit Institutions ( the Dispositions ) prescribed by the Banking Commission. Loans guaranteed by the Mexican Government are excluded, in accordance with Ministry of Finance and Public Credit (SHCP) rules. For the commercial portfolio, the Bank uses proprietary methodology, approved by the Banking Commission, which considers the financial situation, the economic environment, payment source and history, and the quality of information and collateral. Homogeneous loans, such as residential mortgages, credit card and other consumer loans are collectively evaluated for impairment by calculating the allowance for loan losses based on percentages established in the Dispositions. Reserves are created for 100% of past due accrued interest. Allowances for loan losses are established according to the degree of assigned risk, as follows: Classification/ Degree of risk Percentage ranges of allowance A - Minimum B - Low C - Medium D - High E - Loss
19 11 The Banking Commission considers general reserves to be the allowance for loan losses resulting from risk level A (and B-1 since August 2008 for revolving consumer loan portfolio), and specific reserves to be the allowances resulting from risk levels B, C, D and E. For financial statement disclosure purposes, impaired loans are those commercial credits that are classified as having a degree of risk of D and E in accordance with the agreement reached by the Credit Committee of the Mexican Banking Association, which established the guidelines for determining such credits and was presented to the Banking Commission on July 11, Commercial loans classified as E are reserved at 100% and are written off for financial reporting purposes, with a corresponding reduction in the allowance for loan losses. Similarly, credit cards and other consumer loans are written off once they have been fully reserved and have at least five past due payments (in 2007, the credit card loans were written off once they had at least seven past due payments) and mortgage loans are written off when they have at least seven past due payments. Loans are written off from an operational prospective once their collection is determined to be a practical impossibility. Any recovery of loans previously written off is recognized in the results of the period. (i) Foreclosed assets and assets received in lieu of payment- Assets acquired through foreclosure are stated at the lower of the adjudicated value or net realizable value. Assets received in lieu of payment are stated at the lower of the appraisal value or the price agreed upon by the parties. Any shortfall between the appraisal value and the balance due is charged to results of operations under Other expense. The Bank creates additional reserves on a quarterly basis to recognize potential losses for the deterioration in asset value due to the passage of time. These reserves are created in accordance with the Dispositions described in note 2(h). The write-downs and reserves are deducted from the carrying value of the assets and charged to results of operations. (j) Premises and equipment- Premises and equipment are recorded at their acquisition cost and as at December 31, 2007 these values were restated for inflation based on factors derived from the UDI (See changes in accounting policy). Depreciation and amortization are calculated on the restated asset values using the straight-line method over the estimated useful lives of the assets.
20 12 As at December 31, 2007, the art collection was revalued using the UDI and is adjusted periodically to align it with valuation revisions. The adjusted value of the art collection is not subject to depreciation. (k) Permanent investments in shares- Permanent investments in shares in the capital stock of its subsidiaries and associates are initially recorded at cost and subsequently adjusted under the equity method, recording its participation in them in the consolidated income statement in Equity in the results of operations of associates and non-consolidated subsidiaries. The investment in the fixed capital of the investment trusts, is valued under the equity method taking the stockholders valuation, which is equivalent to the mark to market given by an independent price vendor; the difference between the nominal value and the share price as of the date of valuation is recorded in the consolidated statement of income in Equity in the results of operations of associates and non consolidated subsidiaries. (l) Goodwill- Represents the excess of the purchase price over the book value of a subsidiary company s stock at the acquisition date; the amount of goodwill is tested for impairment. (m) Deferred Income tax (IT) and Employee Statutory Profit Sharing (ESPS) Deferred Tax and from January 1, 2008 onwards, deferred Employee Statutory Profit Sharing (See 2.II Changes which came into effect in 2008), are recognized using the assets and liabilities method, which compares their accounting and tax values. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the value reflected in the consolidated financial statements of existing assets and liabilities and their respective tax bases, as well as for operating losses and tax credit carryforwards. Deferred assets and liabilities derived from deferred IT and ESPS are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred IT and ESPS assets and liabilities are recognized in results of the period in which they were enacted.
21 13 (n) Deposit funding- Deposit funding comprises demand and time deposits from the general public, as well as bank bonds and money market funding. Interest is charged to expenses on an accruals basis. For instruments sold at a price other than face value, the difference is recognized as a deferred charge or credit and amortized on the straight-line basis over the term of the respective instrument. (o) Bank and other loans- Bank and other loans comprise loans from domestic and foreign banks, loans obtained through credit auctions with the Central Bank, and development fund financing. In addition, this caption includes loans discounted with agencies specializing in financing economic, productive or development activities. Interest is recognized on an accruals basis. (p) Benefits to employees- Termination benefits other than those for restructuring and retirement, to which employees have the right to claim, are recognized in the results of operations, based on actuarial calculations using the projected unit credit method, taking into consideration the projected salaries (See 2.II Changes which came into effect in 2008). As of December 31, 2008 for the purposes of recognizing retirement benefits, the average remaining labor life of the employees, with rights to plan benefits, was approximately 20 years. The remuneration at the point of termination of labor relationships, for causes other than restructuring, is presented in the income statement as part of the ordinary operations in Other Expenses. The actuarial gain or loss is recognized directly in the income statement on an accruals basis. (q) Restatement of capital stock, additional paid-in capital, statutory reserves and prior years results- Up until December 31, 2007 it was determined stockholders contributions and retained earnings should be multiplied by UDI factors, which measure accumulated inflation from the dates contributions were made or over earnings that were generated during the year to date, using data for a non-inflationary environment in accordance with Mexican FRS B-10 Effects of inflation. The amounts obtained represent the constant stockholders investment values (See 2.II Changes which came into effect in 2008).
22 14 (r) Gain or loss from holding non monetary assets Up until December 31, 2007 the gain or loss from holding non monetary assets represented the difference between the specific valuations of these assets and their restated cost based on the value of the UDI. In 2008, this was reclassified to Prior years results (See 2.II Changes which came into effect in 2008). (s) Monetary position gain or loss Up until December 31, 2007 the effect (gain or loss) in the purchasing power on the monetary position was recognized in results of operations, which was determined by multiplying the difference between each month s monetary assets and liabilities by inflationary factors through to the year end. The aggregate of these results represented the monetary gain or loss for the year arising due to inflation, and had been recognized in the statement of income. The gain or loss arising from interest-bearing monetary assets and liabilities was presented within financial margin in the consolidated statement of income corresponding to an unrealized gain or loss from the valuation of available-for-sale securities in stockholders equity, and the remainder was recorded in Other income or Other expense (See 2.II changes which came into effect in 2008) (t) Revenue recognition- Interest on loans granted is recorded in income as earned. Interest on past due loans is not recognized in income until collected. Fees and interest collected in advance are recorded as Deferred credits and prepayments and recognized in results of operations as earned. Loan origination fees are recorded as deferred credits and amortized to income over the term of the related loan. Interest on debt investment securities is recognized on an accrual basis. Premiums collected on securities purchased under agreements to resell are amortized to income on a straight line basis over the term of the transaction. Fees earned for trust operations are recognized in the income statement on an accrual basis.
23 15 (u) Transactions in foreign currency- The accounting records are maintained in both Mexican pesos and foreign currencies (mainly dollars). For financial statement presentation purposes, currencies other than dollars are translated to the dollar equivalent as established by the Banking Commission, and the dollar equivalents, together with actual dollar balances, are then translated into Mexican pesos using the exchange rate determined by the Central Bank for settlement in Mexico of transactions denominated in foreign currencies. Exchange gains and losses are recognized in results of operations. (v) UDI Trusts- Asset and liability accounts of the loan portfolios restructured in UDI Trusts are expressed in Mexican pesos by applying the UDI value determined by Banco de México at the end of each month. Income and expense accounts are expressed in Mexican pesos by applying the average UDI value. (w) Contributions to the Institute for the Protection of Bank Savings (IPAB)- Among other provisions, the Bank Savings Protection Law created the IPAB, whose purpose is to establish a system to protect the savings of the public and regulate the financial support granted to banking institutions in order to comply with this objective. IPAB guarantees depositors accounts up to the amount of 400 thousand UDIS. The Bank recognizes the mandatory contributions to IPAB in results of operations. (x) Contingencies- Liabilities for loss contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. When a reasonable estimation cannot be made, qualitative disclosure is provided in the notes to the consolidated financial statements. Contingent income, earnings or assets are not recognized until their realization is virtually assured.
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