Banco Nacional de México, S. A., Integrante del Grupo Financiero Banamex and subsidiaries. Consolidated Financial Statements

Transcription

1 Consolidated Financial Statements December 31, 2013 and 2012 (With Independent Auditors Report Thereon) (Translation from Spanish Language Original)

2 The Board of Directors and Stockholders : Independent Auditors Report (Translation from Spanish Language Original) We have audited the accompanying consolidated financial statements of ( the Bank ), which comprise the consolidated balance sheets as of December 31, 2013 and 2012, and the consolidated statements of income, changes in stockholders equity and cash flows for the years then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and presentation of these consolidated financial statements in accordance with the accounting criteria established by the National Banking and Securities Commission ( the Banking Commission ) for credit institutions in Mexico, and for such internal control as Management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Bank s preparation and presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank s internal control. An audit also includes evaluating the appropriateness of accounting polices used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

3 2 Opinion In our opinion, the consolidated financial statements of Banco Nacional de Mexico, S. A., Integrante del Grupo Financiero Banamex for the years ended at December 31, 2013 and 2012, have been prepared in all material respects, in accordance with the accounting criteria established by the Banking Commission for credit institutions in Mexico. Emphasis of Matter Without qualifying our opinion, we draw attention to the following: As described in note 1, 4 and 28 to the accompanying financial statements, during February 2014 the Bank carried out a review on its outstanding commercial loan portfolio at December 31, 2013, related to a shortterm non-recourse factoring program with a costumer. The Bank estimates that a significant portion of this account receivable is no longer valid; consequently the Bank accounted for an allowance for doubtful accounts at December 31, 2013 amounting to $5,234 ($3,140 net of taxes and deferred Employee Statutory Profit Sharing) and the release of the relating allowance for loan losses of $26. This effect was prospectively recorded since it was considered impractical to determine objectively the impact, if any, from prior years. KPMG CARDENAS DOSAL, S. C. SIGNATURE Ricardo Delfín Quinzaños February 28, 2014.

4 Av. Isabel la Católica No. 44, México D. F. Consolidated Balance Sheets December 31, 2013 and 2012 These financial statements have been translated from the Spanish language original and for the convenience of foreign/english-speaking readers. Assets Liabilities and Stockholders' Equity Cash and cash equivalents (note 6) $ 104,311 95,099 Deposit funding (note 16): Demand deposits $ 426, ,554 Margin accounts (note 9) 1,415 1,422 Time deposits: General public 66,191 55,808 Investment securities (note 7): Money market 23,310 52,934 Trading 78, ,840 Debt securities issued 17,628 20,280 Available-for-sale 229, ,475 Held-to-maturity 90,656 54, , , , ,284 Bank and other loans (note 17): Due on demand 17,515 38,915 Debtors on repurchase/resell agreements (note 8) 7,001 20,992 Short-term 2, Long-term 1,358 3,558 Derivatives (note 9): Trading 22,901 35,746 21,743 43,133 Hedging Creditors on repurchase/resell agreements (note 18) 278, ,554 23,176 35,746 Collaterals sold or pledged (note 19): Current loan portfolio (note 10): Securities loans 16,628 17,529 Commercial loans: Business and commercial 176, ,187 Derivatives (note 9): Financial institutions 18,253 15,949 Trading 17,781 31,773 Government entities 41,124 41,921 Hedging , ,057 18,174 32,110 Consumer loans 158, ,213 Other accounts payable: Residential mortgages 73,834 65,848 Income taxes payable 1,267 - Employee statutory profit sharing (ESPS) payable (note 21) Total current loan portfolio 468, ,118 Creditors on settlement of transactions (note 20) 120,734 85,588 Creditors on margin accounts and cash received as Past due loan portfolio (note 10): collateral (notes 9 and 20) 5,108 5,803 Commercial loans: Sundry creditors and other accounts payable (note 20) 17,803 20,245 Business and commercial 2, Consumer loans 7,713 6, , ,140 Residential mortgages 1,050 1,200 Deferred credits and prepayments 3,492 3,558 Total past due loan portfolio 11,606 8,378 Total liabilities 1,017, ,600 Loan portfolio 480, ,496 Stockholders' equity (note 22): Paid-in capital: Less: Capital stock 35,397 35,319 Allowance for loan losses (note 10(e)) 24,865 19,327 Additional paid-in capital 2,567 2,567 Total loan portfolio, net 455, ,169 37,964 37,886 Benefits receivable on securitization Earned capital: transactions (note 10(d)) Statutory reserves 84,843 79,286 Prior years' results (1,066) - Other accounts receivable, net (notes 1 and 11) 98,904 75,380 Unrealized gain from valuation of available-for-sale securities Foreclosed assets, net (note 12) Unrealized loss from valuation of derivatives cash flow hedges (64) (282) Premises, furniture and equipment, net (note 13) 15,569 14,676 Net income 13,315 12,553 Permanent investments (note 14) 1, ,151 91,935 Deferred ESPS and taxes, net (note 21) 23,101 14,278 Non-controlling interest Other assets: 97,337 92,077 Deferred charges, prepayments and intangibles 4,545 5,812 Other short and long-term assets (note 15) 19,233 15,934 Total stockholders' equity 135, ,963 Commitments and contingent liabilities (note 26) Subsequent events (note 28) Total assets $ 1,152,906 1,092,563 Total liabilities and stockholders' equity $ 1,152,906 1,092,563 For more information go to

5 Av. Isabel la Católica No. 44, México D. F. Consolidated Balance Sheets, continued December 31, 2013 and 2012 These financial statements have been translated from the Spanish language original and for the convenience of foreign/english-speaking readers. Memorandum accounts (notes 8, 10(d), 19 and 24): Credit commitments $ 320, ,698 Assets in trust or under mandate: In trust 1,163, ,265 Under mandate 356, ,203 Assets in custody or under management 6,616,898 6,596,713 Collaterals received by the entity 30,873 39,668 Collaterals received and sold or pledged by the entity 23,872 18,113 Investments on behalf of third parties, net 446, ,982 Uncollected interest accrued on non-performing loans 1,148 1,119 Other memorandum accounts $ 400, ,601 The historical capital stock at December 31, 2013 and 2012 amounts $23,180 and $23,102, respectively. 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. SIGNATURE SIGNATURE Ing. Ernesto Torres Cantú C.P. Ernesto Torres Landa López General Director Finance Director SIGNATURE SIGNATURE Lic. Marisol Terrazas Govea C.P. Carlos A. López Ramos Internal Audit Director Corporate and Regulatory Information Director For more information go to

6 Av. Isabel la Católica No. 44, México D. F. Consolidated Statements of Income Years ended December 31, 2013 and 2012 These financial statements have been translated from the Spanish language original and for the convenience of foreign/english-speaking readers Interest income (note 25(a)) $ 82,394 80,141 Interest expense (note 25(a)) (20,846) (22,393) Financial margin 61,548 57,748 Provision for loan losses (note 10(e)) (25,596) (18,322) Financial margin after provision for loan losses 35,952 39,426 Commissions and fees income (note 25(b)) 23,663 20,401 Commissions and fees expense (3,659) (3,322) Financial intermediation income, net (note 25(c)) 3,362 1,206 Other operating (expenses) income (note 25(d)) (190) 2,514 Administrative and promotional expenses (43,840) (42,583) Total operating income 15,288 17,642 Equity in the results of operations of associated entities (note 14) Income before taxes 15,312 17,670 Current taxes (note 21) (6,572) (4,872) Deferred taxes, net (note 21) 4,619 (260) Net income 13,359 12,538 Non-controlling interest (44) 15 Net income including controlling interest $ 13,315 12,553 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. SIGNATURE SIGNATURE Ing. Ernesto Torres Cantú General Director C.P. Ernesto Torres Landa López Finance Director SIGNATURE SIGNATURE Lic. Marisol Terrazas Govea Internal Audit Director C.P. Carlos A. López Ramos Corporate and Regulatory Information Director For more information go to

7 Integrante de Grupo Financiero Banamex Av. Isabel la Católica No. 44, México D. F. Consolidated Statements of Changes in Stockholders Equity Years ended December 31, 2013 and 2012 These financial statements have been translated from the Spanish language original and for the convenience of foreign/english-speaking readers. Paid-in capital Earned capital Unrealized Unrealized gain from loss from Additional Prior valuation of valuation of Total Capital paid-in Statutory years available-for- derivatives Net Non-controlling stockholders' stock capital reserves results sale securities cash flow hedges income interest equity Balances at December 31, 2011 $ 35,319 2,535 79,456 (1) 145 (272) 10, ,637 Changes resulting from stockholders resolutions: Unanimous stockholders resolutions of April 30, 2012: Appropriation of prior year's net income , (10,330) - - Unanimous stockholders resolutions of June 18, 2012: Dividends declared and paid (notes 1 and 22(a)) - - (4,500) (4,500) Unanimous stockholders resolutions of Noviembre 16, 2012: Dividends declared and paid (notes 1 and 22(a)) - - (6,000) (6,000) Total changes resulting from stockholders resolutions: - - (170) (10,330) - (10,500) Changes related to the recognition of comprehensive income (note 22(b)): Net income ,553-12,553 Valuation of available-for-sale securities, net Valuation of derivatives cash flow hedges, net (10) - - (10) Subsidiaries' results of the year ' additional paid-in capital (note 14) Total changes related to the recognition of comprehensive income (10) 12,553-12,809 Non-controlling interest Balances at December 31, ,319 2,567 79, (282) 12, ,963 Changes resulting from stockholders resolutions: Unanimous stockholders resolutions of April 30, 2013: Appropriation of prior year's net income , (12,553) - - Appropriation of prior year's net income of subsidiaries - - (4) (4) Unanimous stockholders resolutions of November 27, 2013: Dividends declared and paid (notes 1 and 22(a)) - - (6,580) (6,580) Unanimous stockholders resolutions of December 2, 2013: Capital stock contribution paid with shares of Operadora e Impulsora de Negocios, related party (40) Total changes resulting from stockholders resolutions: 78-5,969 (40) - - (12,553) - (6,546) Changes related to the recognition of comprehensive income (note 22(b)): Net income ,315-13,315 Valuation of available-for-sale securities, net (255) (255) Valuation of derivatives cash flow hedges, net Prior year s effects, subsidiaries and other (note 14) (1,026) (1,002) Accumulative initial effect from the application of the new provisions for creating the Bank s allowance for loan losses for commercial portfolio, net of deffered taxes (notes 1 and 4) - - (436) (436) Total changes related to the recognition of comprehensive income - - (412) (1,026) (255) ,315-11,840 Non-controlling interest Balances at December 31, 2013 $ 35,397 2,567 84,843 (1,066) 123 (64) 13, ,301 The accompanying notes are an integral part of these consolidated financial statements. "These consolidated statements of changes in stockholders equity 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 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 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 stockholders equity were approved by the Board of Directors under the responsibility of the following officers." SIGNATURE SIGNATURE SIGNATURE SIGNATURE Ing. Ernesto Torres Cantú C.P. Ernesto Torres Landa López Lic. Marisol Terrazas Govea C.P. Carlos A. López Ramos General Director Finance Director Internal Audit Director Corporate and Regulatory Information Director For more information go to

8 Intergrante del Grupo Financiero Banamex Av. Isabel la Católica No. 44, México D. F. Consolidated Statements of Cash Flows December 31, 2013 and 2012 These financial statements have been translated from the Spanish language original and for the convenience of foreign/english-speaking readers Net income $ 13,315 12,553 Adjustments for items not requiring cash flows: Amortizations of Prepayments and intangibles and depreciation of premises, furniture and equipment 1,636 1,665 Provisions (2,707) (929) Current and deferred income taxes 1,953 5,132 Equity in the results of associated entities (24) (28) Others (312) 3,291 13,861 21,684 Cash flows from operating activities: Change in margin accounts 7 (493) Change in investment securities (11,511) (43,311) Change in debtors on resell/repurchase agreements 13,991 95,601 Change in derivatives (assets) 12,845 (2,354) Change in loan portfolio, net (30,717) (47,699) Change in benefits receivable on securitization transactions (426) (52) Change in foreclosed assets (22) (6) Change in other operating assets (24,433) 2,288 Change in deposit funding 8,310 (2,397) Change in bank and other loans (21,390) (433) Change in creditors on resell/repurchase agreements 49,972 23,483 Change in collaterals sold or pledged (901) (38,014) Change in derivatives (liabilities) (13,992) (1,120) Change in other operating liabilities 29,084 (138) Change in hedging instruments (from hedged items related to operating activities) 80 (66) Payments of income taxes (7,439) (5,249) Net cash provided by operating activities 17,319 1,724 Cash flows from investment activities: Proceeds from premises, furniture and equipment disposals Payments for premises, furniture and equipment acquisitions (2,527) (1,063) Net cash used in investment activities (1,839) (1,039) Cash flows from financing activities: Dividend payments in cash (6,580) (10,500) Net increase (decrease) in cash an cash equivalents 8,900 (9,815) Adjustments to cash flows due to foreign exchange fluctuations 312 (3,291) Cash and cash equivalents at the beginning of the year 95, ,205 Cash and cash equivalents at the end of the year $ 104,311 95,099 The accompanying notes are an integral part of these consolidated financial statements. These consolidated statements of cash flows 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 incoming and outgoing cash 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 cash flows were approved by the Board of Directors under the responsibility of the following officers. SIGNATURE SIGNATURE Ing. Ernesto Torres Cantú General Director C.P. Ernesto Torres Landa López Finance Director SIGNATURE SIGNATURE Lic. Marisol Terrazas Govea C.P. Carlos A. López Ramos Internal Audit Director Corporate and Regulatory Information Director For more information go to

9 December 31, 2013 and 2012 These consolidated financial statements have been translated from the Spanish language original and for the convenience of foreign/english-speaking readers. (1) Description of business and significant transactions of - Description of business- ( Banamex ) is a subsidiary of Grupo Financiero Banamex, S. A. de C. V. ( Grupo Financiero Banamex ) which is a subsidiary of Citicorp (México) Holdings LLC, which in turn is a subsidiary of Citigroup Inc.. In accordance with the Credit Institutions Law, 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.; Banamex is located at Isabel la Católica No. 44 Colonia Centro, in Mexico City. Its subsidiaries are engaged mainly in financial activities. Going forward, Banamex will be referred to as the Bank. Significant transactions- 2013: As described in note 4, during 2013 the general provisions for credit institutions applicable to financial institutions in Mexico ( the Provisions ) issued by the National Banking and Securities Commission (the Banking Commission) became effective. These provisions amend the methodology to create the allowance for loan losses for commercial portfolio; consequently, the Bank recognized the initial financial effect for the additional reserves required by charging stockholders equity under the Prior years results caption, amounting to $623 ($436 net of deferred taxes) as established by the Provisions. Dividend declared- As described in note 22(a), on November 27, 2013, a dividend of $6,580 was declared through an unanimous stockholders resolution out of a stockholders meeting, which was paid during Loan portfolio sale to Gestión Profesional de Carteras- As described in note 10, during June 2013, the Bank sold to Gestión Profesional de Carteras, S. C. (GPC) a portfolio of loans with a par value of $1,813 at a selling price of $8. The entire sold portfolio was previously written-off. Consequently, the amount received from this transaction was recognized as revenue in the consolidated statement of income under the caption of Other operating income (expenses).

10 2 Loan portfolio sale to Euroamerican- As described in note 10, during June 2013 the Bank sold to Administradora de Portafolios Euroamerican, S. de R. L. de C. V. (Euroamerican) related party, a portfolio of loans with a par value of $2,237 at a selling price of $4. The entire sold portfolio was 100% written-off. Consequently, the amount received of this transaction was recognized as revenue in the consolidated statement of income under the caption of Other operating income (expenses). Loan portfolio sale to Chedraui- As described in note 10, during May 2013, the Bank sold to Chedraui a portfolio of commercial loans amounting $1,750 at a selling price of $1,662. The allowance for this portfolio was $9. The difference between the carrying amount of the sold portfolio, net of allowance and the selling price was recognized as an expense in the consolidated statement of income under the caption of Other operating income (expenses). Residential mortgage loan portfolio sale- As described in note 10, during December 2013, the Bank sold a portfolio of residential mortgage loans with a par value of $880 at a selling price of $254. The carrying amount for this portfolio was $842 and the allowance for this portfolio was $1. The difference between the carry amount of the sold portfolio, net of allowance and the selling price was recognized as revenue in the consolidated statement of income under the caption of Other operating income (expenses). Securitization- As described in note 10, on October 9, 2013, Banamex as trustor, the Instituto del Fondo Nacional de la Vivienda para los Trabajadores (The National Workers Housing Fund Institute) (INFONAVIT), as trustor and administrator, and Nacional Financiera, S.N.C. (NAFIN) as trustee, entered into a master agreement to establish a securitization trust with the purpose of initiating a program for the issuance and public offering in Mexico of Secured Bonds. The program was authorized for up to $10,000 or an equivalent amount in Invest Units (UDIS, Spanish abbreviation). The first issuance included 10,513,612 Preferred Secured Bonds and 472,201 Subordinate Secured Bonds with a par value of 100 UDIS each one through the Irrevocable Trust No

11 3 The Secured Bonds are backed by the securitization of a portion of residential mortgage loans originated under the Infonavit Total program (loan origination program executed by Banamex and INFONAVIT), whereby the Bank transferred the title from each and every one of its rights on the securitized loans and related fees as well as risks and benefits, in exchange for an amount that the Trust settled through funds obtained from the investing public on the offer and placing of Secured Bonds and through the issuance of preferred and subordinated certificates. The number of loans ceded by Banamex under the program described above was 18,874 amounting to $3,180, net of allowance for loan losses. On October 9, 2013, NAFIN as trustee issued preferred certificates for 47,905,700 UDIS (an equivalent amount of $239) to INFONAVIT, and issued subordinated certificates for 61,367,757 and 60,489,584 UDIS (an equivalent amount of $306 and $301) to INFONAVIT and Banamex, respectively, which represents the residual benefits over the Trust. Banamex recognized preferred and subordinated certificates in the Trading securities and Benefits receivable on securitization transactions captions, respectively. Investigation process- Banamex maintained as part of its current commercial portfolio at December 31, 2013, an outstanding balance amounting $7,654 from a short-term non-recourse factoring program with Oceanografía S. A. de C. V. (OSA). Under this program, OSA discounted accounts receivable with Petróleos Mexicanos (Pemex). During February 2014, Banamex realized that OSA had been suspended for a period from being awarded new Government contracts. Consequently, Banamex together with Pemex commenced a review of its credit exposure to OSA and of the factoring program over the past several years. Pemex subsequently asserted that a significant portion of the accounts receivable recorded by Banamex in connection with the Pemex factoring program were fraudulent and the valid accounts receivables were substantially less than the $7,654 referenced above. Based on the review conducted by Banamex, which included documentation provided by Pemex, Banamex has estimated that it is able to support the validity of accounts receivable at December 31, 2013 of approximately $2,420. This amount consist of $980 supported on the accounting records provided by Pemex and $1,440 related to work performed that was still going through the Pemex approval process. The difference of $5,234 ($3,140 net of deferred taxes and deferred ESPS) has been recognized as an expense in the statement of income for the year ended December 31, The booking of these effects generated a release of the related allowance for loan losses for $26.

12 4 2012: Dividends declared- As mentioned in note 22(a), on June 18 and November 16, 2012, dividends of $4,500 and $6,000, respectively, were declared through unanimous stockholders resolutions out of stockholders meeting. During 2012, the mentioned dividends were paid. Investment in subsidiary- On November 27, 2012, the Banking Commission authorized the Bank investment in Travelers Auto Leasing LLC (TALC), entity registered in the United States of America, as mentioned in note 2. (2) Financial statement authorization and presentation- Authorization On February 28, 2014, the officers undersigning the accompanying consolidated financial statements approved the issuance of the consolidated financial statements (referred to as financial statements going forward) and their notes. In accordance with General Corporations Law, the Bank s bylaws and the General Provisions for Credit Institutions issued by the Banking Commission, the shareholders and the Banking Commission are empowered to modify the financial statements after their issuance. The accompanying 2013 financial statements will be submitted to the next Stockholders Meeting for approval. Basis of presentation (a) Statement of compliance- The accompanying financial statements have been prepared based on the applicable banking legislation, and in accordance with the accounting criteria established by the Banking Commission for credit institutions in Mexico. The Banking Commission is responsible for the inspection and supervision of credit institutions and for reviewing their financial information.

13 5 The accounting criteria indicate that without specific criteria of the Banking Commission for Credit Institutions or in a broader context of Mexican Financial Reporting Standards (FRS), the supplementary accounting principles and standards provided for in FRS A-8 shall be applied and only when the International Financial Reporting Standards (IFRS) referred to by 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 FRS A-8 and are applied in the following order: generally accepted accounting principles in the United States of America ( US GAAP ) and any other formal and recognized accounting standards, provided such standards comply with the requirements of the criteria A-4 of the Banking Commission. (b) Use of estimates and judgments- The preparation of financial statements requires Management to make a number of estimates and assumptions affecting the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include valuation of financial instruments; including derivatives, allowance for loan losses, deferred taxes and liabilities related to employee benefits. Actual results could differ from those estimates and assumptions. (c) Functional and reporting currency- The aforementioned financial statements are presented in Mexican pesos (reporting currency), which is the same as the local currency and the functional currency. For purposes of disclosure in notes to the financial statements, pesos or $ means millions of Mexican pesos, and dollars means dollars of United States of America. (d) Financial assets and financial liabilities recognition on trade date- Assets and liabilities related to the purchase and sale of foreign currencies, investment securities, repurchase/resell agreements and derivatives financial instruments are recognized in the financial statements on the trade date, regardless of the settlement date.

14 6 (3) Summary of significant accounting policies- The accounting policies set out below have been applied consistently to all periods presented in these financial statements, and have been applied consistently by the Bank, except as explained in note 4, which addresses changes in accounting policies recognized during the period: (a) Recognition of the effects of inflation- The accompanying financial statements include the recognition of the effects of inflation on the financial information through December 31, 2007, date on which according to FRS B-10 "Effects of Inflation" Mexico changed to a non-inflationary economic environment, based on the value of UDIS that is a unit of measurement, which value is determined by Banco de México (the Central Bank) as a result of inflation. Annual and cumulative inflation percentage of the last three years and the indices used to determine inflation, are as follows: Cumulative inflation Annual of the last three December 31, UDI inflation years 2013 $ % 11.76% % 12.31% % 12.12% ===== (b) Principles of consolidation- As of December 31, 2013 and 2012, the financial statements include assets, liabilities and results of Banamex and all of its subsidiaries which it controls. All significant inter-company balances and transactions have been eliminated in consolidation. Certain adjustments and reclassifications have been made to align the financial statements of subsidiaries and associated companies, which use different bases of accounting from the accounting criteria established by the Banking Commission.

15 7 The consolidated subsidiaries in 2013 and 2012, are as follows: Ownership Banking: Tarjetas Banamex SOFOM (1) 100% Servicios Financieros Soriana SOFOM (2) % Real estate leasing: Inmuebles Banamex, S.A. de C.V. 100% IMREF, S.A. de C.V. 100% Others: Fideicomiso de Administración y Pago de Operaciones por Cuenta Propia, celebrados con MexDer, S.A. de C.V. 100% Fideicomiso de Administración y Pago de Operaciones por Cuenta de Terceros, celebrados con MexDer, S.A. de C.V. 100% Promotora de Bienes y Servicios Banamex, S.A. de C.V. 100% TALC (3) 100% (1) (2) (3) On December 2, 2013, Tarjetas Banamex, S. A. de C. V., Sociedad Financiera de Objeto Múltiple, Regulated entity was merged into Operadora e Impulsora de Negocios, S. A. de C. V. Sociedad Financiera de Objeto Múltiple, Regulated Entity (Operadora) integrante de Grupo Financiero Banamex. Operadora changed its name, adopting the name of the merged entity. The operation was agreed through a unanimous stockholders resolution out of stockholders meeting. On April 2, 2012, Tiendas Soriana, shareholder of Servicios Financieros Soriana SOFOM, recognized a premium on the subscription of the capital increase by $63, which was credited to stockholders equity of such entity, recognizing the Bank $32 under the Additional paid in capital caption. On November 29, 2012, Banamex acquired of 12,927 shares of TALC for $14,932. On the same date it was resolved to reduce TALC s equity in $13,289 which collection is pending at December 31, This effect is eliminated in the consolidation of the financial statements of the Bank. TALC results for the period from November 29 to December 31, 2012 were $34. Administradora de Valores Integrales, S. de R. L. de C. V. (AVI) is in turn a subsidiary of TALC. The TALC investment was subject to certain restrictions established by the Banking Commission, among which are mainly that both AVI and TALC may not participate in the capital of other companies unless it is authorized by the Banking Commission, the Bank has a ten years term to divest such companies and the investment in these entities should be subtracted from the determination of the net capital.

16 8 (c) Cash and cash equivalents- Cash and cash equivalents consist of cash in hand, precious metals (coins), deposits with banks, foreign currency purchase and sale transactions, which according to applicable regulations are not considered derivatives, bank loans with original maturities of up to three days ( Call Money ), and deposits with the Central Bank, disclosing items within this caption that are restricted as far as availability is concerned. Cash and cash equivalents are recognized at par value. The cash and cash equivalents represented by coin precious metal are recognized at fair value, considering as such the price applicable to valuation date. The foreign currency acquired in 24 and 48 hours operations is recognized as restricted cash and cash equivalents, while the foreign currency sold is recorded as an outflow of cash and cash equivalents. The receivables associated with foreign currency sales mentioned above, are recorded in Other accounts receivable, net while the obligations arising from foreign currency purchases mentioned above, are recorded in Creditors for settlement of transactions. In case of overdrafts on bank accounts, the amount of the overdraft is reclassified to the Other accounts payable caption. (d) Interest income and valuation effects are recognized in the consolidated statement of income in the year as incurred, in the income or interest expense. The results from valuation and sale of precious metal coins and currencies are recognized in financial intermediation result. Margin accounts- Margin accounts are associated with exchange trade derivative financial instruments transactions, which receives deposits of highly liquid financial assets, intended to ensure compliance with the obligations resulting from such instruments in order to mitigate the risk of default. The amount of deposits corresponds to initial margin and subsequent contributions or withdrawals made by the Bank and the clearing house for the period of derivative financial instruments agreements.

17 9 The margin accounts in cash are recorded at face value in Margin accounts. The yields and commissions that affect margin accounts, other than fluctuations in the prices of derivatives are recorded as accrued in the consolidated statement of income under the Interest income and Commission and fees expenses captions, respectively. The total or partial settlements deposited or withdrawn by the clearing house as a result of the fluctuations in the prices of derivatives are recognized under the caption Margin accounts and the corresponding debit or credit to an specific account, as appropriate, which represents an advance received either a financing granted by the clearing house and reflect the impact or evaluation of derivatives prior to its settlement. (e) Investment securities- Investment securities consist of net equity investments, bonds, certificates and other credit instruments and documents issued in series or block listed and unlisted, that the Bank holds as proprietary position, classified into the following categories according to management's investment intentions. Trading securities- Securities which are acquired with intention of selling them in the short term to obtain a gain from the spread between purchase and sale prices. The debt instruments and stock are initially recorded at fair value and transaction costs for the acquisition of securities are reflected in consolidated earnings at the acquisition date. Subsequently, at each closing date, the securities are valued at fair value with prices obtained from independent vendors, in accordance with the regulation of the Banking Commission, and when they are sold, the gains (losses) from valuation which were previously recognized in the consolidated statement of income are reclassified to "Financial intermediation income, net". Valuation effects are recognized in the statement of income under caption "Financial intermediation income, net". Interest income and yield income, foreign exchange gains and losses as well as dividends from net equity instruments are presented in "Interest income or Interest expense" as applicable.

18 10 Available-for-sale securities- Securities which are not classified as trading, but which are not intended to be held to maturity. Available-for-sale securities are recorded at fair value and valuation methodologies are the same than those applied to trading securities, however the valuation effects are recorded in the consolidated stockholders equity under Unrealized gain from valuation of available-for-sale securities, which upon sale are recycled and recognized in the consolidated statement of income. The accrued interests are recognized according to the effective interest method in Interest income or Interest expense, as appropriate, as well as dividends from net equity instruments. Held-to-maturity securities- These are debt securities, which have fixed or defined payments and maturities that the Bank has the intent and capacity to hold until maturity. The securities are initially recognized at fair value and are valued at amortized cost. Interest income is recognized in the consolidated statement of income on an accrual basis. The transaction costs for the acquisition of available-for-sale and held-to-maturity securities are initially recognized as part of the investment. Transfers between categories- Transfers from the category of "Held-to-maturity to Available-for-sale securities, are permissible only when there is no intention or ability to hold them until maturity. Reclassifications from any category to "Held-to-maturity securities" and from "Trading securities" to Available-for-sale", can be done with the authorization granted by the Banking Commission. Furthermore, sales of "Held-to-maturity securities" should be reported to the Banking Commission. During the years ended December 31, 2013 and 2012, there were no transfers between categories or sales of held-to-maturity securities. Securities impairment- When there is objective evidence that a held-to-maturity or available-for-sale security is impaired, the respective book value is modified and the amount of the loss is recognized in the consolidated statement of income.

19 11 Value date transactions- Securities purchased with a settlement date of a maximum of four working days after trade date, are recorded as restricted securities, while securities sold are recorded as securities to deliver reducing the investment securities position. The corresponding debit or credit is made to a clearing account. When the amount of the securities to deliver 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 Delayed delivery securities caption. (f) Repurchase/resell agreements- The repurchase/resell agreements that do not comply with the terms of the criteria C-1 Recognition and withdrawals of financial assets, are treated as collateralized financing transactions, which reflects the economic substance of those transactions. This treatment is adopted regardless of whether it is "cash oriented" or "values-oriented" repurchase/resell agreement. In the transactions cash oriented the intention of the seller is to obtain cash financing and the intention of the buyer is to invest the cash excess, and transaction securities oriented the seller has a purposes to access certain specific securities and the intention of the buyer is to increase the yield of the investment securities. Acting as a seller on resell agreements- On the contract date of the repurchase/resell agreements, either cash is received or a debit clearing account is created as well as a payable account valued at the price at origination agreed, which is presented as "Creditors on repurchase/resell agreements", and represents the obligation to repay the cash to the seller at a future date. Throughout the term of the repurchase/resell agreements, the payable accounts are valued at amortized cost and the corresponding accrued interest is recorded in the consolidated results for the year, in accordance with the effective interest rate method, under the caption "Interest expense". Financial assets transferred to the seller are reclassified in the consolidated balance sheet, and presented as restricted securities, which continue to be valued in accordance with the accounting policy of the corresponding asset classification.

20 12 Acting as a buyer on repurchase agreements- On the contract date of the repurchase/resell agreements, either a cash or cash equivalent payment is made or a clearing account is recognized, and a receivable account valued at the origination price is booked under "Debtors on repurchase/resell agreements", and represents the right to receive the cash at a future date. Throughout the term of the resell/repurchase agreements, the receivable accounts are valued at amortized cost and the corresponding accrued interest is recorded in the consolidated results for the year, in accordance with the effective interest rate method, under the caption "Interest income". Financial assets received as collateral are recorded in memorandum accounts and are valued at fair value. In cases where the Bank has sold or pledged collateral, the proceeds from the transactions are recognized, and payable accounts for the obligation to repay the collateral are booked, which is valued at fair value, or at amortized cost if the collateral has been pledged in a further resell/repurchase agreement. The accounts payable are offset with the accounts receivable when the Bank acts as seller on resell agreements and the debit or credit balance is presented as "Debtors on repurchase/resell agreements (debit balance)" or "Collateral sold or pledged", as appropriate. Interest and premiums are reported under financial margin, both realized and unrealized gains or losses from these transactions are reported under Financial intermediation income, net. (g) Securities loaned and borrowed- In transactions where the Bank transfers securities to the borrower, and receives financial assets as collateral, it recognizes the related security of the transferred loan as restricted, while the financial assets received as collateral (including the trust-managed cash) are recognized in memorandum accounts. When the Bank receives securities from the borrower, it records the related security of the loan received in memorandum accounts, while the financial assets delivered as collateral are recognized as restricted (including the trust-managed cash). In both cases, the financial assets received or delivered as collateral are recorded following the valuation, presentation and disclosure rules in accordance with the respective accounting criteria. In turn, securities recorded in memorandum accounts are valued according to standards relating to transactions in custody. The premium amount earned is recognized in the consolidated statement of income through the effective interest method during the term of the transaction, against an account receivable or payable, as applicable. The account payable, which represents the obligation to return the related security of the transaction, is presented within the consolidated balance sheet caption of "Collaterals sold or pledged".

21 13 (h) Transactions with derivative financial instruments - Transactions with derivative financial instruments include those for trading and hedging purposes. These instruments, regardless of management s intention, are recognized at fair value, their accounting treatment is described as follows: 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 in the consolidated statement of income. 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 the consolidated statement of 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 the consolidated statement of income. Premiums collected or paid are amortized on an accrual basis. For those derivative financial instruments that represent rights and obligations, such as futures, forwards or swaps, the asset and liability position are offset (1) individually, presenting the resulting debit balance as an asset and the 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 liabilities, respectively. Structured transactions These are transactions where there is a principal contract referred to non-derivative assets or liabilities (typically bond or other debt instrument issuances) and a derivative element, represented by one or more derivatives (typically options or swaps). The derivative elements of structured transactions are not embedded derivatives but independent derivatives. The presentation of the derivative element is separate from the principal contract; therefore, presentation guidelines are followed depending on the type or types of non-derivative financial assets (or financial liabilities) as well as disclosures applicable guidelines of derivatives in the structured transaction. (1) See explanation on the next page.

22 14 Trading derivatives The valuation effect of trading derivatives is recorded in the consolidated balance sheet and consolidated statement of income under the captions Derivatives and Financial intermediation income, net, respectively. Hedging derivatives The effective portion of valuation result of hedge transactions designated as cash flows is recognized in stockholders equity, the ineffective portion of change in fair value is recognized in financial intermediation income. Such valuation effect is presented in the consolidated balance sheet under the caption Derivates. In the case that the hedging instrument of cash flow expires, is exercised, terminated or the hedge does not meet the requirements to be considered as hedging instrument, the hedging designation is revoked and the valuation effect of the cash flow hedging instrument which is in stockholders equity remains under such caption and it is recognized gradually in financial intermediation income until the forecasted transaction had occurred. The profit or loss that results from valuating a hedge instrument at fair value is recognized in the balance sheet under the caption Derivatives, and in the statement of income under the caption Financial intermediation income, net, given that it is presented in the same caption of the statement of income where the valuation of the hedged item is recognized. The valuation result of the hedged transaction is recognized in the balance sheet in Unrealized gain from valuation for derivatives cash flow hedges, and the result is recognized in Interest income. (i) Offsetting clearing accounts- Amounts receivable or payable for investment securities, repurchase/resell agreements, securities loans and/or derivative financial instruments which have expired but have not been settled are recorded in clearing accounts under Other accounts receivable and Sundry creditors and other accounts payable, respectively, as well as 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 accounts receivables and payables are offset (1). (1) Financial assets and liabilities are offset and the net amount presented in the consolidated balance sheet as debit or credit balance, as appropriate, only when the Bank has a contractual right to offset the recognized amounts and intends either to settle them on a net basis or to realize the asset and cancel the liability simultaneously.