Bond Santander Bank 4.125% ( USP1507SAC19 ) in USD

Issuer Santander Bank
Market price 100 %  ▼ 
Country  Mexico
ISIN code  USP1507SAC19 ( in USD )
Interest rate 4.125% per year ( payment 2 times a year)
Maturity 09/11/2022 - Bond has expired



Prospectus brochure of the bond Banco Santander USP1507SAC19 in USD 4.125%, expired


Minimal amount 150 000 USD
Total amount 1 000 000 000 USD
Cusip P1507SAC1
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Banco Santander is a Spanish multinational banking and financial services company with significant operations in Europe, North America, and South America.

The Bond issued by Santander Bank ( Mexico ) , in USD, with the ISIN code USP1507SAC19, pays a coupon of 4.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 09/11/2022









Banco Santander (México), S.A., Institución de Banca Múltiple,
Grupo Financiero Santander México

U.S.$1,000,000,000
4.125% Senior Notes due 2022
Interest payable on May 9 and November 9
Issue Price: 98.183%

We offered U.S.$1,000,000,000 4.125% Senior Notes due 2022 (the "Notes"). The Notes will mature on November 9, 2022, or the "Maturity Date," unless previously
redeemed. We may redeem the Notes, in whole but not in part, subject to any regulatory requirements at any time if there are specified changes in Mexican laws
affecting the withholding tax applicable to payments under the Notes. We may also redeem the Notes, in whole or in part, at the greater of 100% of their principal
amount outstanding and a make-whole amount described in this offering memorandum, in each case, plus Additional Amounts, if any, and any accrued and unpaid
interest up to the date of redemption. See "Description of Notes--Redemption--Withholding Tax Redemption" and "Description of Notes--Redemption--Optional
Redemption" in this offering memorandum.

The Notes are denominated in U.S. dollars and will bear interest from (and including) November 9, 2012, or the "Issue Date," to (but excluding) the Maturity Date at a
fixed rate per annum equal to 4.125%, payable semi-annually in arrears on May 9 and November 9 of each year (each an "Interest Payment Date"), commencing on
May 9, 2013.

The Notes will be our direct, unconditional and unsecured general obligations and will, other than as set forth below, at all times rank pari passu in right of payment
with all of our other unsecured obligations other than obligations that are, by their terms, expressly subordinated in right of payment to the Notes. The Notes will be
effectively subordinated to (i) all of our secured indebtedness with respect and up to the value of our assets securing that indebtedness, (ii) certain direct, unconditional
and unsecured general obligations that in case of our insolvency are granted preferential treatment pursuant to Mexican law (including tax and labor claims) and (iii) all
of the existing and future liabilities of our subsidiaries, including trade payables. We currently do not have any secured indebtedness. See "Description of Notes--
Ranking." The Notes will be unsecured and are not guaranteed by the Mexican Savings Protection Agency (lnstituto para la Protección al Ahorro Bancario).

We have applied to list the Notes on the Official List of the Luxembourg Stock Exchange, or "LSE," and for trading on the Euro MTF market. This offering
memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on Prospectuses for Securities.

Investing in the Notes involves risks. See "Risk Factors" beginning on page 23.




THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE MEXICAN NATIONAL SECURITIES REGISTRY (REGISTRO
NACIONAL DE VALORES, OR THE RNV) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN
NACIONAL BANCARIA Y DE VALORES, OR THE CNBV), AND MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO, EXCEPT THAT WE
MAY OFFER THE NOTES TO INSTITUTIONAL AND QUALIFIED INVESTORS PURSUANT TO THE PRIVATE PLACEMENT EXEMPTION SET
FORTH IN ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). AS REQUIRED UNDER THE
MEXICAN SECURITIES MARKET LAW, WE WILL NOTIFY THE CNBV REGARDING THE OFFERING OF THE NOTES OUTSIDE OF MEXICO.
SUCH NOTICE WILL BE DELIVERED TO THE CNBV TO COMPLY WITH A LEGAL REQUIREMENT AND FOR INFORMATION PURPOSES
ONLY, AND THE DELIVERY OF SUCH NOTICE TO AND THE RECEIPT THEREOF BY THE CNBV IS NOT A REQUIREMENT FOR THE
VALIDITY OF THE NOTES AND DOES NOT IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES, OUR
SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH HEREIN. THE
INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM IS EXCLUSIVELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED
OR AUTHORIZED BY THE CNBV. THE ACQUISITION OF THE NOTES BY AN INVESTOR WHO IS A RESIDENT OF MEXICO WILL BE MADE
UNDER SUCH INVESTOR'S OWN RESPONSIBILITY.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), any state securities laws or the securities
laws of any other jurisdiction. Therefore, we may not offer or sell the Notes within the United States or to, or for the account or benefit of, any U.S. person unless the
offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws. Accordingly, we are only offering the Notes (i) to
qualified institutional buyers (as defined in Rule 144A under the Securities Act) and (ii) outside the United States to non-U.S. persons in compliance with Regulation S
under the Securities Act. See "Plan of Distribution" and "Transfer Restrictions" for additional information about eligible offerees and transfer restrictions.

None of the CNBV, the U.S. Securities and Exchange Commission (the "SEC"), or any U.S. state or foreign securities commission has approved or disapproved of
these securities or determined if this offering memorandum is accurate or complete. Any representation to the contrary is a criminal offense.

Delivery of the Notes was made to investors in book-entry form through the facilities of The Depository Trust Company ("DTC") on November 9, 2012.


Joint Book-Running Managers




Deutsche Bank Securities
Goldman, Sachs & Co.
Santander


November 22, 2012.




Table of Contents
Page
Important Notices to Readers .......................................................................................................................................ii
Certain Terms and Conventions ..................................................................................................................................iv
Notice to New Hampshire Residents ............................................................................................................................ v
Additional Information ................................................................................................................................................. v
Enforcement of Civil Liabilities ..................................................................................................................................vi
Cautionary Statement Regarding Forward-Looking Statements ................................................................................vii
Presentation of Financial and Other Information .........................................................................................................ix
Summary....................................................................................................................................................................... 1
The Offering ............................................................................................................................................................... 12
Summary Consolidated Financial and Operating Data ............................................................................................... 17
Risk Factors ................................................................................................................................................................ 23
Use of Proceeds .......................................................................................................................................................... 42
Exchange Rates........................................................................................................................................................... 43
Capitalization .............................................................................................................................................................. 45
Selected Consolidated Financial and Operating Data ................................................................................................. 46
Management's Discussion and Analysis of Financial Condition and Results of Operations ..................................... 52
Selected Statistical Information .................................................................................................................................. 95
Our Business ............................................................................................................................................................. 113
Risk Management ..................................................................................................................................................... 160
Management ............................................................................................................................................................. 177
Related Party Transactions ....................................................................................................................................... 190
The Mexican Financial System................................................................................................................................. 193
Supervision and Regulation ...................................................................................................................................... 199
Description of Notes ................................................................................................................................................. 219
Taxation .................................................................................................................................................................... 232
Benefit Plan Investor Considerations ....................................................................................................................... 237
Plan of Distribution .................................................................................................................................................. 238
Transfer Restrictions................................................................................................................................................. 243
General Information.................................................................................................................................................. 248
Legal Matters ............................................................................................................................................................ 248
Independent Registered Public Accounting Firm ..................................................................................................... 248
Index to Consolidated Financial Statements ............................................................................................................. F-1
Annex A....................................................................................................................................................................A-1


We and the initial purchasers have not authorized anyone to provide any information other than that contained
in this offering memorandum. We and the initial purchasers take no responsibility for, and can provide no assurance
as to the reliability of, any other information that others may give you. You should assume that the information
appearing in this offering memorandum is accurate as of the date on the front cover of this offering memorandum
only. Our business, financial condition, results of operations and prospects may have changed since that date.
Neither the delivery of this offering memorandum nor any sale made hereunder shall under any circumstances imply
that the information herein is correct as of any date subsequent to the date on the cover of this offering
memorandum.

i



IMPORTANT NOTICES TO READERS
The Notes are not deposits with us and are not insured or guaranteed by the United States Federal Deposit
Insurance Corporation or any other United States governmental agency or any Mexican governmental agency,
including, without limitation, the Instituto para la Protección al Ahorro Bancario ("IPAB").
For the sale of the Notes in the United States, we are relying upon an exemption from registration under the
Securities Act for an offer and sale of securities that do not involve a public offering. By accepting delivery of this
offering memorandum or purchasing Notes, you will be deemed to have made certain acknowledgments,
representations, restrictions and agreements as set forth under "Transfer Restrictions" in this offering memorandum.
Neither we nor any initial purchasers are making an offer to sell the Notes in any jurisdiction except where such an
offer or sale is permitted. You should understand that you will be required to bear the financial risks of your
investment.
We have submitted this offering memorandum solely to a limited number of qualified institutional buyers in the
United States and in offshore transactions to persons other than U.S. persons so they can consider a purchase of the
Notes. This offering memorandum has been prepared solely for use in connection with the placement of the Notes,
for the listing of the Notes on the Official List of the Luxembourg Stock Exchange, or "LSE," and for trading on the
Euro MTF market. This offering memorandum may only be used for the purpose for which it has been published.
By your purchase of the Notes, you will also be deemed to have acknowledged that (i) neither we nor any
person representing us has made any representation to you with respect to us or the offering and sale of the Notes
other than the information contained in this offering memorandum and, if given or made, any such other information
or representation must not be relied upon as having been authorized by us or any person representing us, (ii) you
have received a copy of this offering memorandum and have had access to such financial and other information,
including the information in this offering memorandum, and have been offered the opportunity to ask us questions
and received answers thereto, as you deemed necessary in connection with the decision to purchase the Notes, and
(iii) you are relying only on the information contained in this offering memorandum in making your investment
decision with respect to the Notes. In making an investment decision, you must rely on your own examination of us
and the terms of the offering and the Notes, including the merits and risks involved.
This offering memorandum is based on information provided by us and other sources that we believe to be
reliable. Neither we nor the initial purchasers can assure you that such information provided is accurate or
complete. This offering memorandum summarizes certain documents and other information and we refer you to
them for a more complete understanding of what we discuss in this offering memorandum.
We are responsible for this offering memorandum and, having made all reasonable inquiries, we confirm that
this offering memorandum contains all information with regard to us and the Notes that is material in the context of
the issuance and offering of the Notes, that the information contained in this offering memorandum is true and
accurate in all material respects and is not misleading and that there are no other facts the omission of which would
make this offering memorandum as a whole misleading in any material respect.
We are not making any representation to any purchaser regarding the legality of an investment in the Notes by
such purchaser under any legal investment or similar laws or regulations. You should not consider any information
in this offering memorandum to be legal, business or tax advice. You should consult your own counsel, accountant,
business advisor and tax advisor for legal, tax, business and financial advice regarding any investment in the Notes.
You should contact the initial purchasers with any questions about this offering or if you require additional
information to verify the information contained in this offering memorandum.
This offering memorandum does not constitute an offer of, or an invitation by or on behalf of, us or the initial
purchasers or any of our or their respective directors, officers or affiliates to subscribe for or purchase any securities
in any jurisdiction to any person to whom it is unlawful to make such an offer in such jurisdiction. You must comply
with all applicable laws and regulations in force in your jurisdiction and you must obtain any consent, approval or
permission required by you for the purchase, offer or sale of the Notes under the laws and regulations in force in
ii



your jurisdiction to which you are subject or in which you make such purchase, offer or sale, and neither we nor the
initial purchasers will have any responsibility therefor.
The Notes have been issued under an indenture to be entered into among Banco Santander (México), S.A.,
Institución de Banca Múltiple, Grupo Financiero Santander México, as issuer, The Bank of New York Mellon, as
trustee, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent, transfer agent and
listing agent.
The Notes may not be offered or sold, directly or indirectly, in Mexico or to any resident of Mexico, except as
permitted by applicable Mexican law.
This offering memorandum contains some of our trademarks, trade names and service marks, including our
logos. Each trademark, trade name or service mark of any company appearing in this offering memorandum belongs
to its respective holder.
We reserve the right to withdraw this offering of the Notes at any time, and we and the initial purchasers reserve
the right to reject any commitment to subscribe for the Notes in whole or in part, for any reason, and to allot to any
prospective investor less than the full amount of Notes sought by that investor. The initial purchasers and certain
related entities may acquire for their own account a portion of the Notes.
This offering memorandum has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), will
be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State,
from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to
make an offer of Notes in that Relevant Member State in accordance with this offering memorandum may only do
so in circumstances in which no obligation arises for us or the initial purchasers to publish a prospectus pursuant to
Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive,
in each case, in relation to such offer. Neither we nor the Initial Purchasers have authorized, nor do they authorize,
the making of any offer of Notes in circumstances in which an obligation arises for us or any initial purchaser to
publish or supplement a prospectus for such offer. The expression Prospectus Directive means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the
Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the
expression 2010 PD Amending Directive means Directive 2010/73/EU.
This offering memorandum is for distribution only to persons who (i) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, (iii)
are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the
issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "relevant persons"). This offering memorandum is directed only at relevant
persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this offering memorandum relates is available only to relevant persons and will be
engaged in only with relevant persons.
In connection with the issuance of the Notes, Deutsche Bank Securities Inc. (the "Stabilizing Manager"), or
persons acting on its behalf, may over-allot the Notes or effect transactions with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the
Stabilizing Manager or persons acting on its behalf will undertake any stabilization action. Any stabilization action
may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made,
and, if begun, may be ended at any time, but it must end no later than 30 days after the issue date of the Notes, or no
later than 60 days after the date of the allotment of the Notes, whichever is earlier. Any stabilization action will be
undertaken by the Stabilizing Manager or persons acting on its behalf in accordance with applicable laws and
regulations.
iii



CERTAIN TERMS AND CONVENTIONS
Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to
"Banco Santander Mexico," the "Bank," "we," "our," "ours," "us" or similar terms refer to Banco Santander
(México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, together with its consolidated
subsidiaries.
When we refer to "Grupo Financiero Santander Mexico," we refer to our holding company, Grupo Financiero
Santander México, S.A.B. de C.V.
When we refer to "Banco Santander Spain," we refer to our parent company, Banco Santander, S.A.
When we refer to the "Santander Group," we refer to the worldwide Banco Santander Spain conglomerate and
its consolidated subsidiaries.
Unless otherwise indicated, all references in this offering memorandum to "initial purchasers" refer to Deutsche
Bank Securities Inc., Goldman, Sachs & Co. and Santander Investment Securities Inc.
References in this offering memorandum to certain financial terms have the following meanings:
· References to "Mexican Banking GAAP" are to the accounting principles and regulations prescribed by the
CNBV for credit institutions, as amended.
· References to "U.S. GAAP" are to the accounting principles generally accepted in the United States of
America.
· References to our "audited financial statements" are to the audited consolidated financial statements of
Banco Santander Mexico as of December 31, 2009, 2010 and 2011, and for the fiscal years ended
December 31, 2009, 2010 and 2011, together with the notes thereto. The audited financial statements were
prepared in accordance with Mexican Banking GAAP and are contained in this offering memorandum.
· References to our "unaudited condensed consolidated interim financial statements" are to the unaudited
condensed consolidated interim financial statements of Banco Santander Mexico as of June 30, 2012 and as
of December 31, 2011 and for each of the six-month periods ended June 30, 2011 and 2012, together with
the notes thereto. The unaudited condensed consolidated interim financial statements were prepared in
accordance with Mexican Banking GAAP and are contained in this offering memorandum.
As used in this offering memorandum, the term "billion" means one thousand million (1,000,000,000).
In this offering memorandum, the term "Mexico" refers to the United Mexican States. The terms "Mexican
government" or the "government" refer to the federal government of Mexico, and the term "Mexican Central Bank"
refers to Banco de México. References to "U.S.$," "U.S. dollars" and "dollars" are to United States dollars and
references to "Mexican pesos," "pesos" or "Ps." are to Mexican pesos. References to "euros" or "" are to the
common legal currency of the member states participating in the European Economic and Monetary Union.
Our principal executive offices are located at Avenida Prolongación Paseo de la Reforma 500, Colonia Lomas
de Santa Fe, Delegación Álvaro Obregón, 01219, México, Distrito Federal, Mexico. Our telephone number at that
address is +52 55 5257-8000 and our website is www.santander.com.mx. None of the information contained on our
website is incorporated by reference into, or forms part of, this offering memorandum.
iv



NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES ANNOTATED, OR THE "RSA," WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE
STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS
THAT THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL
TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

The Notes will be available initially only in book-entry form. The Notes have been issued in the form of
registered global notes. The global notes have been deposited with, or on behalf of, DTC and registered in the name
of Cede & Co., its nominee. Securities entitlements in respect of the global notes will be shown on, and transfers of
securities entitlements in respect of the global notes will be effected through, records maintained by DTC and its
participants. We expect the Regulation S global notes to be deposited with The Bank of New York Mellon as
custodian for DTC, and securities entitlements in respect of them may be held through the Euroclear System,
Clearstream Banking, S.A. or other participants. See "Description of Notes" for further discussion of these matters.

ADDITIONAL INFORMATION
We file annual and quarterly reports and other information, all of which is in the Spanish language, with the
Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V., or the "BMV") in accordance with the
requirements applicable to issuers of securities registered with the Mexican National Securities Registry maintained
by the CNBV. Our BMV filings are available to the public on the Internet at our website, www.santander.com.mx,
and at the BMV's website, www.bmv.com.mx. Our website is included in this offering memorandum as an active
textual reference only. The information on our website is not a part of, and is not incorporated by reference into,
this offering memorandum.
While any Notes remain outstanding, we will make available, upon request, to any holder and any prospective
purchaser of Notes the information required pursuant to Rule 144A(d)(4)(i) under the Securities Act, during any
period in which we are not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, or the "Exchange Act," or exempt from the requirements of the Exchange Act pursuant to
Rule 12g3-2(b) thereunder.
We will make available to the holders of the Notes, at the corporate trust office of the trustee at no cost, copies
of the indenture as well as this offering memorandum, and audited financial statements prepared in conformity with
Mexican Banking GAAP. Information is also available at the office of the Luxembourg paying agent, transfer agent
and listing agent.
We have applied to list the Notes on the Official List of the Luxembourg Stock Exchange and for trading on the
Euro MTF market. See "Description of Notes--Listing." This offering memorandum forms, in all material respects,
the listing memorandum for admission to the Luxembourg Stock Exchange. We will be required to comply with
any undertakings given by us from time to time to the Luxembourg Stock Exchange in connection with the Notes,
and to furnish to it all such information as the rules of the Luxembourg Stock Exchange may require in connection
with the listing of the Notes.
v



ENFORCEMENT OF CIVIL LIABILITIES
We are a commercial bank (institución de banca múltiple), incorporated in accordance with the laws of Mexico
as a corporation with limited liability (sociedad anónima). All of our directors and officers and experts named herein
are non-residents of the United States, and substantially all of the assets of such persons and substantially all of our
assets are located outside the United States. As a result, it may not be possible for holders of the Notes to effect
service of process within the United States upon us or these persons with respect to matters arising under United
States federal securities or other U.S. laws or to enforce against us or any of them judgments of courts of the United
States, whether or not predicated upon the civil liability provisions of the federal securities or other laws of the
United States or any state thereof.
We have been advised by our special Mexican counsel, Ritch Mueller, S.C., that there is doubt as to the
enforceability, in original actions in Mexican courts, of liabilities predicated solely on U.S. federal securities laws
and as to the enforceability in Mexican courts of judgments of United States courts obtained in actions predicated
upon the civil liability provisions of U.S. federal securities laws. We have been advised by such special Mexican
counsel that no bilateral treaty is currently in effect between the United States and Mexico that covers the reciprocal
enforcement of civil foreign judgments. In the past, Mexican courts have enforced judgments rendered in the United
States by virtue of the legal principles of reciprocity and comity, consisting of the review in Mexico of the United
States judgment, in order to ascertain, among other matters, whether Mexican legal principles of due process and
public policy (orden público) have been complied with, without reviewing the merits of the subject matter of the
case.
We have appointed CT Corporation System as our authorized agent upon which process may be served in any
action which may be instituted in any United States federal or state court having subject matter jurisdiction in the
Borough of Manhattan, The City of New York, New York arising out of or based upon the Notes or the indenture
governing the Notes. See "Description of Notes."
vi



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We have made statements in this offering memorandum that constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, principally under the captions "Summary," "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Our
Business." These statements appear throughout this offering memorandum and include statements regarding our
intent, belief or current expectations in connection with:
· asset growth and sources of funding;
· growth of our fee-based business;
· expansion of our distribution network;
· financing plans;
· competition;
· impact of regulation;
· action to modify or revoke our banking license;
· exposure to market risks including interest rate risk, foreign exchange risk and equity price risk;
· exposure to credit risks including credit default risk and settlement risk;
· projected capital expenditures;
· capitalization requirements and level of allowance for loan losses;
· liquidity;
· trends affecting the economy generally; and
· trends affecting our financial condition and our results of operations.
Many important factors, in addition to those discussed elsewhere in this offering memorandum, could cause our
actual results to differ substantially from those anticipated in our forward-looking statements, including, among
other things:
· changes in capital markets in general that may affect policies or attitudes towards lending to Mexico or
Mexican companies;
· changes in economic conditions, in Mexico in particular, in the United States or globally;
· the monetary, foreign exchange and interest rate policies of the Mexican Central Bank;
· inflation;
· deflation;
· unemployment;
· unanticipated turbulence in interest rates;
· movements in foreign exchange rates;
· movements in equity prices or other rates or prices;
vii



· changes in Mexican and foreign policies, legislation and regulations;
· changes in requirements to make contributions to, for the receipt of support from programs organized by or
requiring deposits to be made or assessments observed or imposed by, the Mexican government;
· changes in taxes;
· competition, changes in competition and pricing environments;
· our inability to hedge certain risks economically;
· economic conditions that affect consumer spending and the ability of customers to comply with
obligations;
· the adequacy of allowance for loan losses and other losses;
· increased default by borrowers;
· technological changes;
· changes in consumer spending and saving habits;
· increased costs;
· unanticipated increases in financing and other costs or the inability to obtain additional debt or equity
financing on attractive terms;
· changes in, or failure to comply with, banking regulations; and
· the other risk factors discussed under "Risk Factors" in this offering memorandum.
The words "believe," "may," "will," "aim," "estimate," "continue," "anticipate," "intend," "expect," "forecast"
and similar words are intended to identify forward-looking statements. You should not place undue reliance on such
statements, which speak only as of the date they were made. We undertake no obligation to update publicly or to
revise any forward-looking statements after we distribute this offering memorandum because of new information,
future events or other factors. Our independent public auditors have neither examined nor compiled the forward-
looking statements and, accordingly, do not provide any assurance with respect to such statements. In light of the
risks and uncertainties described above, the future events and circumstances discussed in this offering memorandum
might not occur and are not guarantees of future performance. Because of these uncertainties, you should not make
any investment decision based upon these estimates and forward-looking statements.
viii



PRESENTATION OF FINANCIAL AND OTHER INFORMATION
General
Banco Santander Mexico is a Mexican bank and maintains its financial books and records in Mexican pesos.
The audited financial statements contained in this offering memorandum have been prepared in accordance with
Mexican Banking GAAP.
Mexican Banking GAAP differs in certain respects from Mexican Financial Reporting Standards (Normas de
Información Financiera) ("Mexican GAAP" or "MFRS") currently in effect as issued by the Mexican Board of
Financial Reporting Standards (Consejo Mexicano de Normas de Información Financiera A.C.), which is the body
responsible for determining Mexican accounting principles applicable to non-bank Mexican issuers. For a summary
of certain differences between Mexican Banking GAAP and MFRS, see note 3 to our audited financial statements
included elsewhere in this offering memorandum.
Mexican Banking GAAP also differs in certain respects from U.S. GAAP and SEC guidelines applicable to
banking institutions in the United States. For a summary of certain differences between Mexican Banking GAAP
and U.S. GAAP, as they relate to our audited financial statements contained in this offering memorandum, see
"Annex A: Summary of Certain Differences Between Mexican Banking GAAP and U.S. GAAP." Such differences
might be material to the financial information contained in this offering memorandum. We have made no attempt to
identify or quantify the impact of those differences. In making an investment decision, investors must rely upon
their own examination of Banco Santander Mexico, the terms of this offering memorandum and the financial
information contained herein. Potential investors should consult their own professional advisors for an
understanding of the differences between Mexican Banking GAAP and U.S. GAAP and how those differences
might affect the financial information contained herein. No reconciliation of any of our financial statements to U.S.
GAAP has been prepared for purposes of this offering memorandum.
Effective January 1, 2008, we adopted the guidelines of the MFRS B-10 "Recognition of the Effects of
Inflation," which provide that the effects of inflation will no longer be recognized in financial statements in a non-
inflationary environment. After that date, the recording of inflation effects will only be required in an environment
where cumulative inflation over the three preceding years is equal to or greater than 26%. Because of the relatively
low level of Mexican inflation in recent years, the cumulative inflation rate in Mexico over the three-year period
preceding December 31, 2011 does not qualify as inflationary.
Consequently, beginning on January 1, 2008, we were no longer required by Mexican Banking GAAP to
recognize the effects of inflation in our financial statements. Accordingly, our financial information through
December 31, 2007 is stated in pesos in purchasing power as of December 31, 2007. The financial information as of
December 31, 2008, 2009, 2010 and 2011, and the financial information for the years ended December 31, 2008,
2009, 2010 and 2011, are not directly comparable to prior periods due to the recognition of inflation effects in
financial information in prior periods. Our financial information for the years ended December 31, 2008, 2009,
2010 and 2011 maintained the inflation adjustments recognized in prior years in our consolidated shareholders'
equity, and the inflation-adjusted amounts for non-monetary assets and liabilities at December 31, 2007 became the
accounting basis for those assets and liabilities beginning on January 1, 2008 and for subsequent periods.
Unless otherwise specified, in accordance with Mexican Banking GAAP, our financial statements and the other
financial information with respect to us contained in this offering memorandum are presented in consolidated form.
We consolidate subsidiaries over which we exercise control as a result of owning more than a majority of their
outstanding voting securities or other factors. Our investments in associated companies, which are not consolidated,
are accounted for under the equity method whereby we reflect a gain or loss related to the valuation of our
associated companies in our consolidated statement of income. See notes 4 and 16 to our audited financial
statements included elsewhere in this offering memorandum.
We include summary and selected financial data for the years ended December 31, 2007, 2008, 2009, 2010 and
2011 and for the six months ended June 30, 2011 and 2012 in this offering memorandum. Our audited financial
statements for the years ended December 31, 2009, 2010 and 2011 and our unaudited condensed consolidated
interim financial statements for the six months ended June 30, 2011 and 2012 are included elsewhere in this offering
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