payments modified the amounts due, the repayment schedule of this liability was also modified, with the number of monthly installments becoming 65, from March 2004.
The advance for the purchase of the Hedge Bond, for Ps.3,296.6 million (principal, CER adjustment and interest) corresponds to the advance to be granted by the Argentine Central Bank for the purchase of the Boden 2012 relating to the Hedge Bond. After the end of the fiscal year, the Bank made the formal request of said advance for the partial subscription of most of the Hedge Bond. The request of the remaining advance will be made in the future. The increase in the advance’s amount in 2004 and 2005 was due to the principal adjustment by the CER. In 2005, the final determination of the amount of the compensation for the asymmetric pesification was another reason for the increase.
The liabilities with the Argentine Central Bank in aggregate represented 37.1% of our funding at the end of 2005, down from 39.2% and 39.4% as of December 31, 2004 and December 31, 2003.
Until 2001, deposits had been our most important funding source. As of December 31, 2005, deposits represented 36.2% of our funding, up from 31.4% as of December 31, 2004, and 26.9% at the end of 2003. Our deposit base, like that of all other banks in Argentina, was significantly affected by the systemic run on deposits throughout 2001 and early 2002, and by various regulations implemented by the Argentine Government in recent years, as explained in this annual report. However, our deposit base has grown 24.6% in 2005, 21.0% in 2004 and 6.5% in 2003. Most of this increase occurred in transactional deposits (deposits in current and savings accounts), short-term time deposits and CER adjusted time deposits and all of it was due to private-sector deposits raised by the Bank’s Argentine operation. For more information on deposits, see Item 4. “Information on the Company—Selected Statistical Information—Deposits.”
In the past, we have also funded our operations through the issuance of debt securities, mainly dollar-denominated debt securities issued in the international capital markets. Funds raised in the capital markets are an important part of our liabilities. Our debt securities amounted to Ps.3,569.3 million as of December 31, 2005, compared to Ps.3,802.5 million and Ps.2,565.5 million outstanding as of December 31, 2004 and December 31, 2003, respectively. Of our total debt securities for Ps.3,569.6 million at the end of fiscal year 2005, Ps.3,423.0 million corresponded to US dollar-denominated debt pursuant to the following breakdown (principal only):
| - | | Ps.234.0 million in negotiable obligations issued by the Bank in Argentina as part of the restructuring of the liabilities of its former New York Branch, a process that took place in 2002. |
|
| - | | Ps.172.9 million in negotiable obligations issued by Galicia Uruguay to restructure its deposits, securities that were issued either in connection with the original restructuring or the exchange offers subsequently made by Galicia Uruguay to its customers. |
|
| - | | Ps.1,059.9 million and Ps.1,391.7 million in negotiable obligations maturing in 2010 and 2014, respectively, and Ps.431.0 million in subordinated negotiable obligations maturing in 2019, all of them issued in 2004 and corresponding to new debt of the Bank resulting from the foreign debt restructuring completed in May of said year. |
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| - | | Ps.27.0 million in negotiable obligations maturing in 2006, issued by Tarjeta Naranja S.A. (IV Class) in 2005. |
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| - | | Ps.22.1 million in foreign debt past due, including with respect to the restructuring process completed in May 2004, the holders of which did not participate in such restructuring. |
The difference with the total, for Ps.146.6 million, corresponds to debt in pesos for negotiable obligations of the regional credit-card companies.
The decrease in the debt securities outstanding as of December 31, 2005, compared to the amount as of December 31, 2004, mainly reflects: (i) payments made in accordance with the restructuring schedule on the negotiable obligations issued by Galicia Uruguay to restructure its deposits, (ii) the exchange of such negotiable obligations for cash and Boden 2012 in the offer carried out by Galicia Uruguay in 2005, and (iii) payments on the negotiable obligations maturing in 2007 issued by the Bank, in Argentina, to restructure the debt of its former New York Branch. The increase in 2004 mainly reflects creditor decisions in the restructuring of the Bank’s foreign debt completed in May 2004, as many bank creditors chose to receive negotiable obligations for their bank loans tendered in the exchange, and is the counterpart of the decrease mentioned below in credit lines from banks and
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international agencies. In 2004 and 2005, issuances of new debt securities, not related to a restructuring, have been carried out by these companies.
As of December 31, 2003, Ps.1,242.3 million (principal only), including the negotiable obligations issued pursuant to the restructuring of our former New York Branch in 2002 and the negotiable obligations issued to settle the restructuring of Galicia Uruguay’s deposits agreed to in 2002, was current and not included in the Bank’s foreign debt restructuring. The remainder of our debt securities outstanding as of December 31, 2003, was in payment default and subject to restructuring. The restructuring of the Bank’s foreign debt, not including any of the securities mentioned or negotiable obligations issued by the regional credit-card companies, was completed on May 18, 2004. See Item 4. “Information on the Company—History—Restructuring of our subsidiaries debt.”
For more information on our debt securities outstanding, see “—Contractual Obligations” below.
We also traditionally funded our operations with credit lines from international banks and credit agencies. As of December 31, 2005, such borrowings amounted to Ps.784.6 million, representing dollar-denominated debt subject to foreign law. Of this total, considering principal only, Ps.727.3 million represented debt of the Bank in Argentina (and its Cayman Branch) which restructuring was completed in May 2004, Ps.19.6 million corresponded to debt of the former New York Branch restructured in 2002, and Ps.15.2 million corresponded to an IFC loan granted in 2005.
Credit lines from banks and international agencies decreased to Ps.784.6 at the end of 2005, compared to Ps.789.3 million as of December 31, 2004 and Ps.3,017.1 million as of December 31, 2003. The decrease in 2004 mainly reflects creditor decisions in the restructuring of the Bank’s foreign debt completed in May 2004, as many bank creditors chose to receive negotiable obligations for their bank loans tendered in the exchange. For more information on our outstanding credit lines from international banks and credit entities, see “—Contractual Obligations” below.
In 2004, the Bank entered into repurchase agreements of Boden 2012 increasing its funding by Ps.223.7 million, of which Ps.21.6 million were premiums. As of December 31, 2005, this liability amounted to Ps.220.5 million, of which Ps.15.5 million were premiums.
In addition, in 2005 and 2004, the Bank generated funds through the securitization and sale of on-balance sheet and off-balance sheet loans, for an aggregate amount of Ps.478.1 million in 2005 and Ps.246.6 million in 2004. The Bank expects this source of funding to become increasingly significant in the future.
Ratings
On May 31, 2004, the Bank’s short-term obligations received the “raA3” rating from Standard&Poor’s (local ratings scale). In accordance with applicable rules, this rating enabled the Bank, after a period of more than two years, to raise deposits from local pension funds. This rating also facilitated deposit raising among other domestic institutional investors. On June 28, 2004, the Bank’s long-term debt received the “raBBB-“ rating from Standard & Poor’s (local ratings scale).
On May 18, 2005, Standard&Poor’s raised the Bank’s local long-term debt rating to “raA” and the Bank’s local short-term rating to “raA2,” as part of a general improvement of the local ratings of Argentine financial institutions, as a result of an improved operating environment due to the completion of the Argentine sovereign debt restructuring, and due to the greater value of the Bank’s public-sector assets and the Bank’s improved recent performance.
After the end of fiscal year 2005, based on the progress achieved by the Bank in strengthening its balance sheet, increasing financial intermediation with the private sector, improving the quality of assets and recovering its operating and bottom-line profitability, the Bank’s short-term rating was raised to “raA1 (local scale rating).”
Our debt obligations do not have an international rating.
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Program for Debt Issuance
The Bank’s annual shareholders meeting held on April 28, 2005, approved the creation of a Global Program (the “Program”) for the issuance and re-issuance of non-convertible negotiable obligations, subordinated or non-subordinated, adjustable or non-adjustable, secured or unsecured, for a maximum outstanding face value during the period the Program, of up to Ps.1.0 billion or its equivalent in any other currency. The Program shall have a maximum term of five years beginning on the date the Program is authorized by the CNV, or any other longer term authorized by the regulations. The negotiable obligations may be issued in several series and/or classes during the period the Program will be outstanding, with the possibility to re-issue the amortized series without exceeding the Program’s total amount, and with the possibility that the maturity dates of the different series and/or classes issued occur after the Program’s expiration date. The negotiable obligations’ tenor will range from the minimum (currently 30 days) and the maximum (currently 30 years) permitted by the CNV and the Argentine Central Bank regulations. The shareholders’ meeting delegated to the Bank’s Board of Directors (and/or to one or more of its members, and/or to one or more members of the Bank’s management, if so decided by the Bank’s Board of Directors), in accordance with the applicable rules in force, the authority to carry out the issuance and placement of the negotiable obligations under the Program, with broad powers to establish, within the maximum Program amount, all the remaining terms and conditions of the Program and those of each issuance and re-issuance thereof, including to file for the public offering in foreign markets.
Contractual Obligations
In connection with our operating activities, we enter into certain contractual obligations. The following table shows the principal amounts of our contractual obligations and their contractual interest rates as of December 31, 2005.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Annual | | | | | | | Past Less than 1 | | | 1 to 3 | | | 3 to 5 | | | Over 5 | |
| | Maturity | | | Interest Rate | | | Total | | | Due | | | Year | | | Years | | | Years | | | Years | |
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Banco Galicia: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bonds | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Floating Rate Notes Due 2010(1) (3) (4) | | | 2010 | | | Libor + 350 | b.p. | | Ps. | 1,059.9 | | | | — | | | Ps. | 132.5 | | | Ps. | 530.0 | | | Ps. | 397.4 | | | | — | |
Step-Up Notes Due 2014(1) (3) (5) | | | 2014 | | | | 4.0 | % | | | 1,391.7 | | | | — | | | | — | | | | — | | | | 309.3 | | | | 1,082.4 | |
Subordinated Notes Due 2019(1) (6) (8) | | | 2019 | | | | 11.0 | % | | | 431.0 | | | | — | | | | — | | | | — | | | | — | | | | 431.0 | |
9% Notes Due 2003(7) | | | 2003 | | | | 9.0 | % | | | 19.4 | | | | 19.4 | (7) | | | — | | | | — | | | | — | | | | — | |
4th Series Floating Rate Notes Due 2005(7) | | | 2005 | | | | 4.0 | % | | | 2.7 | | | | 2.7 | (7) | | | — | | | | — | | | | — | | | | — | |
7.875% Notes Due 2007(2) (9) | | | 2007 | | | | 7.9 | % | | | 146.8 | | | | — | | | Ps. | 73.4 | | | | 73.4 | | | | — | | | | — | |
7th Series Floating Rate Notes Due 2007(2) (9) | | | 2007 | | | Libor + 400 | b.p. | | | 87.2 | | | | — | | | | 43.6 | | | | 43.6 | | | | — | | | | — | |
Loans | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Floating Rate Loans Due 2010 (1) (3) (4) | | | 2010 | | | Libor + 350 | b.p. | | | 140.7 | | | | — | | | | 17.6 | | | | 70.3 | | | | 52.8 | | | | — | |
Floating Rate Loans Due 2014 (1) (3) (5) | | | 2014 | | | Libor + 85 | b.p. | | | 261.9 | | | | — | | | | — | | | | — | | | | 58.2 | | | | 203.7 | |
Floating Rate Loans Due 2019(1) (10) | | | 2019 | | | Libor+578 | b.p. | | | 37.9 | | | | — | | | | — | | | | — | | | | — | | | | 37.9 | |
Step-Up Loans Due 2014(1) (3) (5) | | | 2014 | | | | 4.0 | % | | | 286.8 | | | | — | | | | — | | | | — | | | | 63.7 | | | | 223.1 | |
Other Financial Loans | | | 2005/2007 | | | Libor + 400 | b.p. | | | 19.6 | | | | — | | | | 9.8 | | | | 9.8 | | | | — | | | | — | |
IFC Financial Loan | | Various | | | Libor + 400 | b.p. | | | 15.2 | | | | — | | | | — | | | | 15.2 | | | | — | | | | — | |
BICE Loans (Pesos) | | Various | | | CER + 4 | % | | | 55.5 | | | | — | | | | 29.0 | | | | 23.4 | | | | 3.1 | | | | — | |
BICE Loans (Dollars)(11) | | Various | | | | 6.6 | % | | | 25.7 | | | | — | | | | 8.4 | | | | 14.2 | | | | 3.0 | | | | 0.1 | |
Short-Term Interbank Loans | | | 2006 | | | | 8.1 | % | | | 24.4 | | | | — | | | | 24.4 | | | | — | | | | — | | | | — | |
Argentine Central Bank – Financial Assistance(12) | | | 2011 | | | CER + 3.5 | % | | | 5,300.0 | | | | — | | | | 420.6 | | | | 839.3 | | | | 3,455.3 | | | | 584.8 | |
Argentine Central Bank – Advance to Purchase the Hedge Bond(13) | | | 2012 | | | CER + 2.0 | % | | | 3,057.6 | | | | — | | | | 764.4 | | | | 764.4 | | | | 764.4 | | | | 764.4 | |
Loan from Sedesa(14) | | | 2007 | | | Libor + 300 | b.p. | | | 195.6 | | | | — | | | | — | | | | 195.6 | | | | — | | | | — | |
Peso-Denominated Loan from FFRE(15) | | | 2008 | | | CER+8.0 | % | | | 11.8 | | | | — | | | | 3.9 | | | | 7.9 | | | | — | | | | — | |
Dollar-Denominated Loan from FFRE | | | 2008 | | | | 8.1 | % | | | 20.9 | | | | — | | | | 7.0 | | | | 13.9 | | | | — | | | | — | |
Repos(16) | | Various | | Libor + 350 | b.p. | | | 220.5 | | | | — | | | | 220.5 | | | | — | | | | — | | | | — | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Annual | | | | | | | Past Less than 1 | | | 1 to 3 | | | 3 to 5 | | | Over 5 | |
| | Maturity | | | Interest Rate | | | Total | | | Due | | | Year | | | Years | | | Years | | | Years | |
|
Galicia Uruguay: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Negotiable Obligations(17) | | Various | | Various | | | 172.9 | | | | — | | | | 24.6 | | | | 49.5 | | | | 64.1 | | | | 34.7 | |
Tarjetas Regionales S.A.: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial Loans with Local Banks | | Various | | Various | | | 121.9 | | | | — | | | | 65.5 | | | | 56.4 | | | | — | | | | — | |
Negotiable Obligations | | Various | | Various | | | 171.8 | | | | — | | | | 131.0 | | | | 40.8 | | | | — | | | | — | |
|
Total | | | | | | | | | | Ps | .13,279.4 | | | Ps | .22.1 | | | Ps | .1,976.2 | | | Ps | .2,747.7 | | | Ps | .5,171.3 | | | Ps | .3,362.1 | |
|
| | |
Only principal (does not include interest). Includes the CER adjustment, where applicable. |
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(1) | | Issued in 2004 as part of the restructuring of the foreign debt of the Bank’s Head Office and its Cayman Branch. |
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(2) | | Issued in 2002 as part of the restructuring of the debt of the Bank’s former New York Branch. |
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(3) | | Interest payable in cash, semiannually, on January 1 and July 1 of each year, beginning on July 1, 2004. |
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(4) | | Principal amortizes semiannually, on January 1 and July 1 of each year, beginning on July 1, 2006, in eight equal installments of 12.5% of principal at issuance or incurrence, until maturity on January 1,2010, when the remaining 12.5% is due. |
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(5) | | Principal amortizes semiannually, on January 1 and July 1 of each year, beginning on January 1, 2010, in eight equal installments of 11.11% of principal at issuance or incurrence, until maturity, when the remaining 11.12% is due. The rate increases 1% on January 1 of each year, until reaching 7% on January 1, 2008. |
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(6) | | Interest paid in cash: 6% per annum from January 1, 2004 until (but not including) January 1, 2014, payable semiannually, on January 1 and July 1 of each year, beginning on July 1, 2004. Unless the notes are previously redeemed, the annual interest rate will increase to 11% per annum from that date until (but not including) January 1, 2019. Interest paid in additional subordinated negotiable obligations due 2019: 5% per annum from January 1, 2004, to be paid on January 1, 2014 and January 1, 2019. Principal amortizes in full on January 1, 2019, unless the notes are previously redeemed at par plus accrued but unpaid interest, in whole or in part, at the Bank’s option, at any time after the notes due 2010 and the notes due 2014 have been repaid in ful and, otherwise, in accordance with the terms of the agreements governing such notes. |
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(7) | | The balance represents debt not tendered by its holders to the exchange offered by the Bank to restructure its foreign debt, which was completed in May 2004. |
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(8) | | Excludes US$79.3 million of Subordinated Notes due 2019 held by us. |
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(9) | | Interest payable in cash, semiannually, in February and August of each year, beginning in February 2003. Principal amortizes in three equal annual installments, beginning on August 3, 2005, until maturity. |
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(10) | | Interest payable in cash: Libor+78 b.p., per annum from January 1, 2004, until (but not including) January 1, 2014, payable semiannually, on January 1 and July 1 of each year, beginning on July 1, 2004. Unless the loans are previously redeemed, the annual interest rate will increase to Libor+578 b.p. per annum from that date until (but not including) January 1, 2019. Also pays interest in additional subordinated loan, due 2019: 5% per annum from January 1, 2004, to be paid on January 1, 2014 and January 1, 2019. Principal amortizes in full on January 1, 2019 unless the loans are previously redeemed at part plus accured interest and additional amounts, if any, in whole or in part at the Bank’s option, in accordance with the terms of the agreements governing such loans.. |
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(11) | | Includes: US$2.0 million of principal at incurrence that accrue Libor+400 b.p., with principal and interests payable in 48 equal installments on the 5th of every month, beginning in November 2003 until October 2007, and US$10.0 million of principal at incurrence accruing Libor+550 b.p., with interests payable semiannually, in May and November of each year, and. principal amortizing in 9 semiannual installments, beginning in May 2005 until May 2009. |
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(12) | | Amortization of principal adjusted by the CER, according to Decree No. 739/03 and No. 1,262/03, in 92 monthly equal installments, beginning on March 2004, and interest payable monthly. Given that, after the end of fiscal year 2005, the Bank sold assets granted as collateral for this liability and made payments on this liability using the proceeds of the sales, the repayment schedule of this liability was modified, with the number of monthly installments becoming 65, as from March 2004. |
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(13) | | The terms and conditions of the advance to be granted by the Argentine Central Bank to purchase the Hedge Bond were established by Decree No. 905/02. Principal adjusted by the CER amortizes in 8 equal and annual installments in August of each year, beginning in 2005, until August 2012. Interest payable in August and February of each year, beginning in August 2002. The Bank has not yet executed the debt agreement with the Argentine Central Bank, which is the reason for which the August 2005 installment is included in the December 31, 2005 amount of this liability. Payment of the installment is subject to such execution. |
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(14) | | Granted in 2002 as part of the Galicia capitalization and liquidity plan. |
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(15) | | FFRE : Fondo Fiduciario para la Reconstrucción de Empresas. |
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(16) | | Includes premiums. |
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(17) | | Issued in 2002 as part of the restructuring of Galicia Uruguay’s deposits. Includes: |
| • | | 2% Negotiable Obligations Due 2011: principal amortizes in 9 equal annual installments in September of each year, beginning in September 2003, the first 2 installments of 15% of principal, and the remaining 7 of 10% of principal. Interest payable annually in September of each year, beginning in September 2003. |
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| • | | Floating Rate (Libor+300 b.p., and a 7% cap) Negotiable Obligations Due 2011: principal amortizes in 3 annual installments in December of each year, beginning in December 2009, the first 2 installments of 30% of principal, and the remaining one of 40% of principal. Interest payable semiannually in June and December of each year, beginning in December 2003. |
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| • | | 2% Negotiable Obligations Due 2005: principal amortized fully in December 2005. Interest paid semiannually in June and December of each year, beginning in December 2003. |
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| • | | 2% Negotiable Obligations Due 2008: principal amortizes in 3 annual installments in December of each year, beginning in December 2006, the first 2 installments of 30% of principal, and the remaining one of 40% of principal. Interest payable semiannually in June and December of each year, beginning in December 2003. |
Other Commitments
As a shareholder of the water-supply concessionaires, the Bank had guaranteed their compliance with certain obligations arising from the concession contracts signed by Aguas Argentinas S.A., Aguas Provinciales de Santa Fe S.A and Aguas Cordobesas S.A. In addition, the Bank and the other shareholders had committed, in certain circumstances, to provide financial support to these companies if they were unable to fulfill the commitments they had undertaken with various international financial institutions.
With respect to Aguas Cordobesas S.A., the Bank, as a shareholder and proportionally to its 10.833% interest, is jointly responsible, before the Provincial State, for contractual obligations under the concession contract during the entire term thereof. Should any of the other shareholders fail to comply with the commitments arising from their joint responsibility, the grantor may force the Bank to assume the unfulfilled commitment, but only in the proportion and to the extent of the interest held by the Bank.
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In the case of Aguas Provinciales de Santa Fe S.A., it is worth mentioning that its shareholders’ meeting held on January 13, 2006, approved the early dissolution and liquidation of said company. The Bank voted against this decision because it deemed it contrary to the corporate interests of such company, and requested the calling of a new meeting to reactivate and capitalize the company thus allowing its continuity. On January 31, 2006, Decree No. 243 issued by the government of the Province of Santa Fe terminated the concession contract alleging the concessionaire’s fault, derived from the dissolution of the company decided by the majority shareholders during the abovementioned shareholders’ meeting. As of March 31, 2006, the Bank has fully provisioned its exposure to this company, thus, as of the date of this annual report, there are no outstanding commitments with this company.
Regarding Aguas Argentinas S.A., after a long negotiation process, on March 21, 2006, the Argentine Government decided to rescind the concession contract with this company alleging the concessionaire’s fault. On March 9, 2006, the Bank cancelled the commitments undertaken with various international financial institutions by purchasing the credits these institutions held against this company, thus extinguishing the guarantees granted in connection with those loans. The acquisition price was approximately 25% lower than the guaranteed amount. Aguas Argentinas S.A. has filed for bankruptcy protection and has requested the commencement of aconcurso preventivo(reorganization process, analogous to a Chapter 11 reorganization under the U.S. Bankruptcy Code) before the Argentine commercial courts. Taking into account the facts currently available, the Bank has established the provisions required by current regulations to cover the risks assumed. In addition, as of the date of this annual report the equity investment in Aguas Argentinas S.A. has been fully provisioned.
See notes 3 and 39 to our audited consolidated financial statements.
Other Commitments — Operating Leases
As of December 31, 2005, we leased certain properties used as a part of our distribution network. The estimated future lease payments in connection with these properties is as follows:
| | | | |
| | In millions of pesos( | 1) |
|
2006 | | | 19.7 | |
2007 | | | 18.6 | |
2008 | | | 18.0 | |
2009 | | | 17.5 | |
2010 | | | 16.9 | |
2011 and after | | | 17.7 | |
|
Total | | Ps | .108.4 | |
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| | |
(1) | | Future lease payments include the CER adjustment until December 31, 2005, only. |
Critical Accounting Policies
We believe that the following are our critical accounting policies, as they are important to the portrayal of our financial condition and results of operations and require our most difficult, subjective and complex judgment and the need to make estimates about the effect of matters that are inherently uncertain.
Allowance for Loan Losses
Banco Galicia’s allowance for loan losses is maintained in accordance with Argentine Central Bank rules. Under such rules, a minimum allowance for loan losses is calculated primarily based upon the classification of Banco Galicia’s commercial loan borrowers and upon delinquency aging (or the number of days the loan is past due) for Banco Galicia’s individual loan borrowers (including commercial loans of less than Ps.500,000). Although we are required to follow the methodology and guidelines for determining the minimum loan loss allowance as set forth by the Argentine Central Bank, we are allowed to establish additional allowances for loan losses. The determination of the allowance for loan losses requires a significant degree of judgment.
For commercial loans, we are required to classify all of Banco Galicia’s commercial loan borrowers. In order to perform the classification, we must consider the management and operating history of the borrower, the
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present and projected financial situation of the borrower, the borrower’s payment history and ability to service the debt, the capability of the borrower’s internal information and control systems and the risk in the sector in which the borrower operates. We apply the minimum loss percentages required by the Argentine Central Bank to Banco Galicia’s commercial loan borrowers based on the loan classification and the nature of the collateral, or guarantee, of the loan. In addition, based on the overall risk of the portfolio, we consider whether or not additional loan loss reserves in excess of the minimum required are warranted.
For Banco Galicia’s consumer loan portfolio, we classify loans based upon delinquency aging, consistent with the requirements of the Argentine Central Bank. Minimum loss percentages required by the Argentine Central Bank are also applied to the totals in each loan classification.
Other Receivables from Financial Brokerage and Miscellaneous Receivables
We carry other receivables from financial brokerage and miscellaneous receivables net of allowances for uncollectible amounts. Our judgment regarding the ultimate collectibility is performed on an account-by-account basis and considers our assessment of the borrower’s ability to pay based on factors such as the borrower’s financial condition, past payment history, guarantees and past-due status.
Minimum Presumed Income Tax
The Bank has recognized the minimum presumed income tax accrued as of December 31, 2005 and paid in prior years as an asset as of December 31, 2005, because the Bank started to generate taxable income and we expect to be able to compute it as a payment on account of income tax in future years. For the years ended December 31, 2004 and 2003, a valuation allowance was registered for the full amount of the minimum presumed income tax taking into account that the Bank had significant loss carry forwards and was not generating taxable income. Recognition of this asset arises from the ability to generate sufficient taxable income in future years to absorb the asset before it expires. Management’s determination of the likelihood that deferred tax assets can be realized is subjective, and involves estimates and assumptions about matters that are inherently uncertain. The realization of deferred tax assets arises from levels of future taxable income and the achievement of tax planning strategies. Underlying estimates and assumptions can change over time, influencing our overall tax positions, as a result of unanticipated events or circumstances.
Hedge Bond
In connection with the Bank’s right to purchase the Hedge Bond, following Argentine Banking GAAP, the Bank has recognized the Hedge Bond as if it was already acquired and the associated liability to fund the Hedge Bond as if the Bank had already executed the debt agreement with the Argentine Central Bank. The receivable for the right to purchase the Hedge Bond is denominated in U.S. dollars and accrues interest at 2%. The liability to the Argentine Central Bank is denominated in pesos and accrues interest at CER plus 2.0%, retroactive to February 3, 2002, as provided by Decree No.905/02. The net asset recognized amounted to Ps.858.4 million as of December 31, 2005.
Goodwill
Goodwill is carried at cost less accumulated amortization. The carrying amount of goodwill is analyzed for impairment based on estimates of future undiscounted cash flows generated by the business acquired. The estimate of future cash flows requires complex management judgment.
U.S. GAAP – Critical Accounting Policies
Additional information in connection with critical accounting policies for U.S. GAAP purposes follows.
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Allowance for Loan Losses
The allowance for loan losses represents the estimate of probable losses in the loan portfolio. Determining the allowance for loan losses requires significant management judgments and estimates including, among others, identifying impaired loans, determining customers’ ability to pay and estimating the fair value of underlying collateral or the expected future cash flows to be received. Actual events are likely to differ from the estimates and assumptions used in determining the allowance for loan losses. Additional provisions for loan losses could be required in the future.
Fair Value Estimates
A portion of our assets is carried at fair value, including trading and available for sale securities. As of December 31, 2005, approximately Ps.5,792.1 million of our assets were recorded at fair value and mainly included available for sale securities and retained interests in assets transferred to financial trusts.
The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The majority of our assets reported at fair value are based on quoted market prices, which provide the best indication of fair value. If quoted market prices are not available, we discount the expected cash flows using market interest rates which take into account the credit quality and duration of the investment.
The degree of management’s judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted market prices When observable market prices and parameters do not exist, management’s judgment is necessary to estimate fair value, in terms of estimating the future cash flows, based on variable terms of the instruments and the credit risk and in defining the applicable interest rate to discount those cash flows.
As of December 31, 2005, our assets fair valued using discounted cash flows techniques amounted to Ps.699.6 million and mainly included retained interests in financial trusts.
Cost Estimates
In order to determine the cost basis of certain available for sale securities and loans received in exchange of other assets or retained interests in transfers of financial of assets, it was necessary to determine its fair value at the exchange date using discounted cash flows techniques, as quoted market prices were not available. The main financial instruments for which these techniques were performed were the Bogar, Secured Loans and retained interests in assets transferred to financial trusts.
The cost basis has an impact in the following manner: i) when compared to the carrying amount of the previous assets, it will determine the gain or loss on the exchange, which is recorded as income, ii) when compared to the future cash flows of the asset, it will determine the yield at which it will accrue interest against income during its life, and iii) in the case of available for sale securities, it will determine the unrealized gain or loss to be charged to other comprehensive income, when compared to the market price at each reporting date and after considering the accrual of the yield.
Impairment of Assets Other Than Loans
Certain assets, such as goodwill and equity investments are subject to an impairment review. Asset impairment charges require considerable judgment and are recorded when market value declines below the carrying value, for declines other than temporary, or where the cost of the asset is deemed to not be recoverable.
Goodwill impairment exists when the fair value of the reporting unit to which the goodwill is allocated is not enough to cover the book value of its assets and liabilities and the goodwill. The fair value of the reporting units is estimated using discounted cash flow techniques. The sustained value of the majority of the goodwill is supported ultimately by revenue from our banking and credit-card businesses. A decline in earnings as a result of a lack of
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growth, or our inability to deliver cost-effective services over sustained periods, could lead to a perceived impairment of goodwill, which would be evaluated and, if necessary, recorded as a write-down in our consolidated income statement. On an annual basis, or as circumstances dictate, management reviews goodwill and evaluates events or other developments that may indicate impairment in the carrying amount. The evaluation methodology for potential impairment is inherently complex and involves significant management judgment in the use of estimates and assumptions. These estimates involve many assumptions, including the expected results of the reporting unit, an assumed discount rate and an assumed growth rate for the reporting unit.
The fair value of equity investments is determined using discounted cash flow techniques. This technique involves complex management judgment in terms of estimating the future cash flows of the companies and in defining the applicable interest rate to discount those cash flows.
Deferred Tax Asset Valuation Allowance
Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the carrying amounts of assets and liabilities recorded for accounting and tax reporting purposes and for the future tax effects of net operating loss carryforwards. We had a significant amount of deferred tax assets as of December 31, 2005, 2004 and 2003. Recognition of those deferred tax assets is subject to management’s judgment based on available evidence that realization is more likely than not and they are reduced, if necessary, by a valuation reserve. Management’s judgment on the likelihood that deferred tax assets can be realized is subjective and involves estimates and assumptions about matters that are inherently uncertain. This judgment involves estimating future taxable income and the timing at which the temporary differences between book and taxable income will be reversed. Underlying estimates and assumptions can change over time, influencing our overall tax positions, as a result of unanticipated events or circumstances.
Based on the generation of significant tax losses until fiscal year 2004, and the uncertainty with respect to the generation of taxable income in the near term, a valuation reserve on the net deferred tax assets, except those associated with certain of our subsidiaries for which realization is more certain than not, was recognized in 2003, 2004 and 2005.
In the event that all of our net deferred tax assets in the future become realizable under U.S. GAAP, an adjustment to our deferred tax assets would be credited to income tax expense in the period the determination was made.
Assets Not Recognized Under U.S. GAAP
Under Financial Accounting Standards Board Statement of Financial Accounting Concepts No. 6,Elements of Financial Statements, assets are defined as “... probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.” In addition, one of the three essential characteristics of an asset is that an entity can obtain the benefit and can control others’ access to it. Determining if a company has control of an asset involves in certain cases some judgment.
The right to purchase the Hedge Bond was not considered an asset as of December 31, 2005, 2004, and 2003, as the Bank could not obtain the benefit of the Hedge Bond until the transaction is approved by the Argentine Central Bank and the Bank remits funds to the Argentine Central Bank. The liability under U.S. GAAP would be recognized when the Bank actually enters into the financing arrangement.
As of December 31, 2005, 2004 and 2003, under Argentine Banking GAAP, the Bank had recorded under “Intangible Assets” the difference arising from the reimbursement of Reprogrammed Deposits at the market exchange rate pursuant toamparoclaims and the carrying value of these deposits. The receivable for differences related toamparoclaims does not represent an asset under U.S. GAAP as it is dependent on the outcome of the disputes.
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Financial Guarantees
Pursuant to Decree No.1836/02 and the Argentine Central Bank Communiqué “A” 3828, the Bank entered into the exchange offer to exchange Reprogrammed Deposits certificates (“Cedros”) for Boden 2005, 2006, 2012 and 2013. The Boden offered to the holders of the Cedros are dollar-denominated unsecured Argentine Government bonds. As part of the restructuring, the Bank was required to guarantee the payment of the Boden to the holders of the Cedros at a price equal to Ps.1.4 per US$ adjusted by applying the accumulated CER from February 3, 2002 to the expiration date of the Boden. The price cannot exceed the Argentine peso per US$ free exchange rate at the expiration date of the Boden.
Under U.S. GAAP, effective January 1, 2003, we adopted FAS Interpretation No. 45. As a result, we recognized a liability for the fair value of the obligations assumed. If the fair value of the obligations assumed changes, we might have a significant impact in our results.
Securitizations
Under U.S. GAAP, there are two key accounting determinations that must be made relating to securitizations. A decision must be made as to whether a transfer would be considered a sale under U.S. GAAP, resulting in the transferred assets being removed from our consolidated balance sheet with a gain or loss recognized. Alternatively, the transfer would be considered a secured borrowing, resulting in recognition of a liability in our consolidated balance sheet. The second key determination to be made is whether the securitization entity must be consolidated and be included in our consolidated balance sheet or whether such entity is sufficiently independent that it does not need to be consolidated.
If the securitization entity’s activities are sufficiently restricted to meet certain accounting requirements in order to be considered a qualifying special-purpose entity (QSPE), the securitization entity is not consolidated by the seller of the transferred assets. Additionally, under FASB Interpretation No. 46, if securitization entities other than QSPEs meet the definition of a variable interest entity (VIE), we must evaluate whether it is the primary beneficiary of the entity and, if so, must consolidate it. Most of our securitization transactions meet the criteria for sale accounting and non-consolidation.
During 2005 and 2004, we participated in securitization transactions for Ps.575.4 million and Ps.162.5 million, respectively, of which Ps91.3 million and Ps.90.0 million, respectively, were not considered sales and consolidated in the consolidated financial statements.
Item 5B. Liquidity and Capital Resources
Liquidity
We generate our net earnings/losses within our operating subsidiaries, including Banco Galicia, our main operating subsidiary. Until 2001, the Bank was the primary source of funds available to us in the form of dividends.
The Bank’s dividend-paying ability was impaired since late 2001 by the effects of the Argentine economic crisis on its liquidity and income-generation capacity. In addition, there are other restrictions on the Bank’s ability to pay dividends resulting from applicable Argentine Central Bank rules and the loan agreements entered into by the Bank as part of its foreign debt restructuring limit the Bank’s ability to pay dividends on its capital stock. See Item 8. “Financial Information—Dividend Policy and Dividends—Dividend Policy.”
We have not received dividends from the Bank since October 2001. See Item 8. “Financial Information—Dividend Policy and Dividends—Dividends.”
The extent to which a banking subsidiary may extend credit or otherwise provide funds to a holding company is limited by Argentine Central Bank rules. For a description of these rules, see Item 4. “Information on the Company—Argentine Banking System and Regulation—Argentine Banking Regulation—Lending Limits.”
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Our current policy is to retain earnings to pay for Grupo Galicia’s operating expenses, on a non-consolidated basis, and to support the growth of certain of our businesses. As of December 31, 2005, on a non-consolidated basis, we had cash and due from banks in the amount of Ps.0.65 million and short-term investments for Ps.5.81 million.
As of December 31, 2005, we held US$97.4 million of face value of subordinated negotiable obligations maturing 2019 (with a US$78.8 million book value) issued by the Bank in exchange for the 149 million preferred shares issued by us in connection with the Bank’s foreign debt restructuring. During May 2006, we sold in the market most of our holdings of such securities and used the proceeds to purchase long-term negotiable obligations maturing 2014 issued by the Bank in 2004. We use the interest payments on these instruments to pay Grupo Galicia’s operating expenses.
On a non-consolidated basis, we do not have any financial debt outstanding.
Each of our subsidiaries is responsible for its own liquidity management.
Management believes that in 2006 we will fund our cash needs arising from capital expenditures and financial commitments with the cash derived from operations.
As of December 31, 2005, on a consolidated basis, we had Ps.1,041.2 million in available cash (defined as total cash on hand and cash equivalents).
For a discussion of the Bank’s liquidity management, see “—Banco Galicia (Unconsolidated) Liquidity Management” below.
Consolidated Cash Flows
Our consolidated statements of cash flows were prepared using the measurement methods prescribed by the Argentine Central Bank, but in accordance with the presentation requirements of SFAS No.95,Statement of Cash Flows. See our consolidated cash flow statements as of and for the fiscal years ended December 31, 2005, December 31, 2004, and December 31, 2003, included in this annual report.
At the end of fiscal year 2005, our available cash (and cash equivalents) had increased in the amount of Ps.52.5 million from the Ps.988.7 million of available cash (and cash equivalents) at the end of the prior fiscal year, representing an increase of 5.3%. As explained below, our capacity to generate funds from operating activities and from deposit taking increased significantly in fiscal year 2005, as compared with fiscal year 2004, which funds were used to extend more credit than in the prior year and to pay back liabilities to a greater extent, especially the financial assistance from the Argentine Central Bank.
To explain the variation in our available cash, we first determine the amount of funds provided/used by operating activities, and then the amount of funds provided/used by investing activities and by financing activities.
| - | | To determine the amount of funds provided/used by operating activities, all income statement items that did not imply a use of funds (decrease of cash) and all income statement items not representing an origin of funds (increase of cash) were added and subtracted, respectively, from the Ps.107.2 million net income for fiscal year 2005. |
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| | | Items not representing a decrease in cash were: i) depreciation of bank premises and equipment and miscellaneous assets and amortization of intangibles assets, for Ps.219.7million, and ii) loan loss provisions, net of reversals, for Ps.48.2 million. Items not representing an increase in cash corresponded to the net CER adjustment of all assets and liabilities, accrued but not perceived, which amounted to Ps.484.8 million in 2005. |
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| | | In addition, net income has to be adjusted for items generating cash movements. Therefore, the following amounts must be added: (i) a Ps.490.0 million increase in cash in connection with government securities, which represents mainly proceeds from Bogar bonds (monthly coupons of principal and interest) and with a decrease in the Bank’s holdings of Lebac and Nobac, as compared to the prior year; (ii) a Ps.476.9 million |
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| | | increase in other assets, mainly attributable to proceeds from Boden 2012, for Ps.178.0 million (amortization and interest coupons on Boden 2012 recorded under “Other Receivables Resulting from Financial Brokerage,” representing the portion of the Compensatory Boden 2012 that was pending receipt at the end of 2004, and therefore was recorded in such account as of that date, and which was received by the Bank in late 2005, and Boden 2012 sold under agreements to repurchase), and Galtrust I securities, for Ps.239 million (associated to a partial sale and to interest); and (iii) Ps.1.3 million for all other items taken as a whole. All of these adjustments to the Ps.107.2 million net income, add up to a total of Ps.856.0 million of cash generated by operating activities. |
| - | | Investing activities meant the net use of cash in the amount of Ps.767.5 million, mainly attributable to the effect of: |
(i) a Ps.628.3 million decrease in cash as a result of the net increase in the Bank’s loan portfolio;
(ii) a Ps.108.9 million net use of cash applied to bank premises and equipment, miscellaneous and intangible assets (mainly representing payments of deposits pursuant toamparoclaims), and
(iii) a Ps.30.3 million net use of cash resulting from the net decrease in deposits at the Argentine Central Bank, reflecting an increase in deposits held in favor of clearing houses.
| - | | Financing activities meant the net use of cash in the amount of Ps.41.4 million, mainly attributable to: |
(i) a Ps.1,696.3 million increase in cash generated by the increase in deposits.
(ii) a Ps.179.2 million increase in long term credit facilities, representing funds obtained by the regional credit-card companies.
(iii) a Ps.418.5 million net use of cash applied to payments on long-term liabilities, of which Ps.117.0 million were paid by Galicia Uruguay under the repayment schedule of its restructured deposits, Ps.190.0 million were payments of principal and interest on the negotiable obligations maturing 2007 issued by the Bank to restructure the debt of its former New York Branch, Ps.71.0 million were paid by the Bank to a local bank, and Ps.36.0 million were payments made by the regional credit-card companies on their debt.
(iv) a Ps.1,239.2 million net use of cash applied to payment on short-term borrowings, mainly consisting of payments made by the Bank on the financial assistance from the Argentine Central Bank, for Ps.1,170 million (including both scheduled payments and amounts cancelled in advance). In addition, there were payments by the Bank, for Ps.15.0 million, to cancel the Trade “A” facility and payments by the regional credit-card companies on bank debt and negotiable obligations, for Ps.54.0 million.
(v) a Ps.259.1 million net use of cash from the net decrease in repurchase agreements, mainly attributable to the forward sale of Lebac acquired in connection with reverse repurchase agreements.
Of the total Ps.856.0 million of cash generated by operating activities, Ps.767.5 million were used by investing activities, Ps.41.4 million were used by financing activities, and Ps.47.1 million were left. Adding this amount, plus Ps.5.4 million for quotation differences, to the Ps.988.7 million of cash available at the end of fiscal year 2004, the Ps.1,041.2 million amount of cash available at the end of fiscal year 2005 is obtained.
Fiscal year 2004
The 19.7% increase in our available cash in fiscal year 2004 is explained by the following changes, classified by type of cash-providing or cash-using activity:
| - | | the net use of cash by operating activities in the amount of Ps.215.6 million. This amount results from adding or subtracting to the Ps.109.9 million net loss for the fiscal year: (i) all of the income statement items that did not represent a decrease or increase, respectively, in cash and (ii) all transactions related to operating activities that involve an increase or a decrease in cash. During 2004, the items that did not represent a decrease in cash available and that therefore must be added to the fiscal year net loss were: (i) depreciation and amortization of fixed assets and intangible assets for Ps.235.3 million and (ii) an increase in allowances for loans and other losses, net of reversals, for Ps.69.1 million. The items that did not represent an increase in cash and that therefore must be subtracted to the fiscal year’s net loss were the Ps.142.5 million increase in income from the restructuring of the Bank’s foreign debt completed in May 2004. In addition, the following items generated cash movements: (i) a Ps.273.3 million decrease in other liabilities, mainly comprised of lower interest on foreign debt subject to restructuring (for Ps.77.0 million), |
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| | | payments on restructured trade loans (for Ps.41.6 million), payments on the loan with the FFRE (for Ps.54.5 million), and lower other contingencies (for Ps.50.0 million), (ii) Ps.91.6 million decrease in government securities, generated by proceeds from Bogar (monthly interest payments) and Boden 2012 (semiannual interest payments) and (iii) a Ps.74.8 million increase in other assets mainly attributable to greater leasing activity. |
| - | | the net use of cash by investing activities in the amount of Ps.240.2 million, mainly attributable to the net effect of: (i) a Ps.112.4 million decrease in cash as a result of a net increase in the Bank’s loan portfolio and (ii) a Ps.131.8 million net use of cash applied to intangible assets (mainly in connection with the payment of deposits pursuant toamparoclaims). |
| - | | the net generation of cash by financing activities in the amount of Ps.618.3 million, mainly attributable to: (i) a Ps.1,415.0 million increase in cash generated by the increase in deposits which is net of the payment by Galicia Uruguay and Galicia Cayman, during 2004 of the amounts contemplated in the deposit restructuring agreements reached with its depositors and of the settlement of the exchange offer made to its depositors in early 2004, (ii) amortization of long term indebtedness, for Ps.289.7 million, reflecting mainly the payments by Galicia Uruguay of negotiable obligations (Ps.183 million) issued by it to restructure its deposits, which payments corresponded to the above-mentioned restructuring agreement reached with depositors, with the remaining amount corresponding to payments on a credit line from a domestic bank, (iii) payments of principal and interest made by the Bank in connection with the financial assistance from the Argentine Central Bank, for Ps.453.8 million, with the remaining Ps.107.2 million corresponding to payments on debt of the regional credit-card companies, (iv) a Ps.261.7 million increase in cash generated by the repurchase agreement with Boden 2012 and (v) Ps.207.6 million principal and interest payments on the debt restructured, which was completed in May 2004, made to settle the exchange. |
Fiscal Year 2003
The 43.2% increase in our available cash in fiscal year 2003 is explained by the following changes, classified by type of cash-providing or cash-using activity:
| - | | the net use of cash by operating activities in the amount of Ps.344.0 million. This amount results from adding or subtracting to the Ps.222.2 million net loss for the fiscal year (i) all of the income statement items that did not represent a decrease or increase, respectively, in cash and (ii) all transactions related to operating activities that involve an increase or a decrease in cash. During 2003, the items that did not represent a decrease in cash available and that therefore must be added to the fiscal year net loss were (i) depreciation and amortization of fixed assets and intangible assets for Ps.215.9 million and (ii) an increase in allowances for loans and other losses, net of reversals, for Ps.118.9 million. The items that did not represent an increase in cash and that therefore must be subtracted to the fiscal year’s net loss were (i) a Ps.324.1 million increase in assets due to the CER adjustment accrued and (ii) the Ps.90.2 million decrease in the receivable for the Compensatory Bond related to the adjustment that the Bank made to the carrying value of compensation to be received for the asymmetric pesification. In addition, Ps.314.3 million was used to increase government securities (Lebac). |
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| - | | the net generation of cash by investing activities in the amount of Ps.629.8 million, mainly attributable to the net effect of: (i) the increase in available cash for Ps.734.7 million as a result of a net decrease in the Bank’s loan portfolio, reflecting primarily a decrease in Galicia Uruguay’s loan portfolio and (ii) a Ps.124.5 million net use of cash applied to an increase in intangible assets. |
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| - | | the net use of cash by financing activities in the amount of Ps.31.6 million, mainly attributable to: (i) a Ps.782.7 million increase in cash generated by an increase in deposits which is net of the payment by Galicia Uruguay and Galicia Cayman, during 2003, of the first and second installments contemplated in the deposit restructuring agreements reached with depositors, (ii) a Ps.537.1 million amortization of long term indebtedness, reflecting mainly the payments by Galicia Uruguay of negotiable obligations issued by this company to restructure its deposits, which payments corresponded to the above mentioned first and second installments contemplated in the deposit restructuring agreement reached with depositors, and the payment made by Galicia Uruguay to settle the exchange offered to its customers in 2003 of restructured deposits for |
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| | | different alternatives, including a cash payment, and (iii) the payments made by the Bank’s Argentine operation in connection with the financial assistance from the Argentine Central Bank, mainly corresponding to the payment of interest, in the amount of Ps.252.6 million. |
Banco Galicia Consolidated Liquidity Gaps
Liquidity risk is the risk that liquid assets are not available for the Bank to meet financial commitments at contractual maturity, take advantage of potential investment opportunities and meet demand for credit.
To monitor and control liquidity risk, the Bank monitors and systematically calculates the gaps between financial assets and liabilities maturing within set time intervals based on contractual maturity. All of the deposits in current accounts and other demand deposits and deposits in savings accounts are included in the first time interval. These figures are used to simulate different liquidity crisis scenarios based on assumptions stemming from historical experience.
As of December 31, 2005, the gaps between maturities of the Bank’s financial assets and liabilities based on contractual maturity were as follows:
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| | Less than | | | | | | As of December 31, 2005(1) | | | | | | | |
| | one Year | | | 1 – 5 Years | | | 5 – 10 Years | | | Over 10 Years | | | Past Due | | | Total | |
| | | | | | | | | | (in millions of pesos, except ratios) | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and Due from Banks | | | 626.3 | | | | — | | | | — | | | | — | | | | — | | | | 626.3 | |
Argentine Central Bank – Escrow Accounts | | | 516.4 | | | | — | | | | — | | | | — | | | | — | | | | 516.4 | |
Overnight Placements | | | 212.9 | | | | — | | | | — | | | | — | | | | — | | | | 212.9 | |
Loans – Public Sector | | | 65.2 | | | | 3,555.3 | | | | 1,625.3 | | | | 0.1 | | | | — | | | | 5,245.9 | |
Loans – Private Sector | | | 3,788.7 | | | | 981.7 | | | | 150.4 | | | | 23.7 | | | | — | | | | 4,944.5 | |
Government Securities(1) | | | 1,748.9 | | | | 3,329.2 | | | | 3,007.0 | | | | 1,019.6 | | | | — | | | | 9,104.7 | |
Corporate Debt Securities | | | 12.5 | | | | 11.4 | | | | 19.0 | | | | 0.6 | | | | — | | | | 43.5 | |
Financial Trusts | | | 57.4 | | | | 136.1 | | | | 385.2 | | | | 224.8 | | | | — | | | | 803.5 | |
Special Fund Former Almafuerte Bank | | | 321.9 | | | | — | | | | — | | | | — | | | | — | | | | 321.9 | |
Assets under Financial Lease | | | 65.0 | | | | 125.4 | | | | 0.8 | | | | — | | | | — | | | | 191.2 | |
Total Assets | | | 7,415.2 | | | | 8,139.1 | | | | 5,187.7 | | | | 1,268.8 | | | | — | | | | 22,010.8 | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Saving Accounts | | | 2,205.8 | | | | — | | | | — | | | | — | | | | — | | | | 2,205.8 | |
Demand Deposits | | | 1,811.7 | | | | — | | | | — | | | | — | | | | — | | | | 1,811.7 | |
Time Deposits | | | 3,936.2 | | | | 349.4 | | | | 42.4 | | | | — | | | | — | | | | 4,328.0 | |
Reprogrammed Deposits(2) | | | 59.3 | | | | 0.3 | | | | 0.2 | | | | — | | | | — | | | | 59.8 | |
Argentine Central Bank | | | 1,183.8 | | | | 5,811.2 | | | | 1,347.6 | | | | — | | | | — | | | | 8,342.6 | |
Negotiable Obligations | | | 441.0 | | | | 1479.4 | | | | 1110.0 | | | | 703.4 | | | | 22.1 | (4) | | | 3,755.9 | |
International Banks and Credit Agencies | | | 42.6 | | | | 254.9 | | | | 426.7 | | | | 37.9 | | | | — | | | | 762.1 | |
Loans From Domestic Financial Institutions | | | 117.4 | | | | 110.1 | | | | — | | | | — | | | | — | | | | 227.5 | |
Other Liabilities(3) | | | 1,038.0 | | | | 223.3 | | | | — | | | | — | | | | — | | | | 1,261.3 | |
Total Liabilities | | | 10,835.8 | | | | 8,228.6 | | | | 2,927.0 | | | | 741.3 | | | | 22.1 | | | | 22,754.7 | |
Asset / Liability Gap | | | (3,420.6 | ) | | | (89.5 | ) | | | 2,260.7 | | | | 527.5 | | | | (22.1 | ) | | | (743.9 | ) |
Cumulative Gap | | | (3,420.6 | ) | | | (3,510.1 | ) | | | (1,249.4 | ) | | | (721.9 | ) | | | (743.9 | ) | | | (743.9 | ) |
Ratio of Cumulative Gap to Cumulative Liabilities | | | (31.6 | )% | | | (18.4 | )% | | | (5.7 | )% | | | (3.2 | )% | | | (3.3 | )% | | | | |
Ratio of Cumulative Gap to Total Liabilities | | | (15.0 | )% | | | (15.4 | )% | | | (5.5 | )% | | | (3.2 | )% | | | (3.3 | )% | | | | |
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Principal only. Principal includes the CER adjustment. Does not include interest. |
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(1) | | Includes Boden 2012 to be received corresponding to the Hedge Bond. |
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(2) | | Reprogrammed Deposits with amparo claims only. |
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(3) | | Includes, mainly, debt with retailers in connection with credit-card operations, liabilities in connection with repos and debt with Sedesa. |
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(4) | | Represents debt held by creditors that did not participate in the exchange offer to restructure the foreign debt of the Bank’s Head Office in Argentina and its Cayman Branch completed in May, 2004. |
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In the table above, the column “Past Due” includes negotiable obligations for Ps.22.1 million, corresponding to the total debt not tendered by its holders in the exchange offered by the Bank to restructure its foreign debt, which was completed in May 2004.
Given that the table above was prepared taking into account contractual maturity, all financial assets and liabilities with no maturity date are included in the category “Less than one year.”
The Bank’s Board of Directors has defined a limit for liquidity mismatches. This limit has been established at 25% for the ratio of cumulative gap to total liabilities within the first year. As shown in the table above, the Bank complies with the established policy, since such gap was 15.0% at the end of fiscal year 2005.
Banco Galicia (Unconsolidated) Liquidity Management
The following is a discussion of the Bank’s liquidity management, excluding the consolidated companies.
Banco Galicia’s policy is to maintain a level of liquid assets that allows it to meet financial commitments at contractual maturity, to take advantage of potential investment opportunities and to meet demand for credit. To set the appropriate level, forecasts are made based on historical experience and analysis of possible scenarios. This enables management to project funding needs and alternative funding sources, as well as excess liquidity and placement strategies for such funds.
As of December 31, 2005, the Bank’s liquidity structure in Argentina was as follows:
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| | As of December 31, 2005 | |
| | (in millions of pesos) | |
Legal Requirement | | Ps. | 1,173.6 | |
Excess Liquidity | | | 888.6 | |
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Total Liquidity (1) | | Ps. | 2,032.2 | |
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(1) | | Excludes cash of Galicia Uruguay, the Cayman Branch, and other related companies. |
Legal liquidity refers to the “Minimum Cash Requirements” set by regulations of the Argentine Central Bank, minus the permitted reduction in the requirement in the amount of the balance of the “Special Fund Former Almafuerte Bank” (Resolution No.408/03 of the Argentine Central Bank).
Excess liquidity consists of the following items: (i) 100% of the balance of overnight placements in banks abroad, (ii) 80% of short-term loans to prime companies, (iii) 90% of the Lebac balance, (iv) Ps.300 million in available government securities, at market value, due to the potential liquidity that might be obtained in the market through repo transactions, and (v) 100% of the balance in the Argentine Central Bank (including escrow accounts in favor of clearing houses) in excess of the items necessary to cover the Minimum Cash Requirements.
As regards legal requirements, such requirements correspond to the Minimum Cash Requirements for peso- and dollar-denominated assets and liabilities, established by the Argentine Central Bank. For more information on the Argentine Central bank rules regarding reserve requirements for liquidity purposes, see Item 4. “Information on the Company—Argentine Banking System and Regulation—Argentine Banking Regulation—Legal Reserve Requirements for Liquidity Purposes.”
The assets computable for compliance with this requirement are the technical cash, which comprises bills and coins, the balances of peso- and dollar-denominated deposit accounts at the Argentine Central Bank and that of the escrow accounts held at the Argentine Central Bank in favor of clearing houses.
The Bank’s Board of Directors has defined a total liquidity objective, which was determined based on an analysis performed on the behavior of the Bank’s deposits during the crisis that affected the financial system at the end of 2001 and during the first half of 2002 (considered as the “worst-case” scenario). Two liquidity levels were defined: “operational liquidity” (to address the Bank’s daily operations) and “additional liquidity” (excess amount
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available to face any possible crisis). Deposits were classified into “wholesale deposits” (deposits raised by the trading desk) and “retail deposits.”
During fiscal year 2005, “operational liquidity” was established at 5% of retail demand deposits and time deposits maturing in less than 10 days, plus the balance in the escrow accounts held at the Argentine Central Bank and balances in correspondent banks needed to address foreign trade operations.
“Additional liquidity” varies according to the remaining maturity of the different kinds of deposits and to the currency in which said deposits are denominated. As a result of the analysis performed, the Bank defined a floor for “additional liquidity in pesos” at 50% of the necessary funds to bear the “worst case” scenario and for the “additional liquidity in US dollars” the floor was set at 70% of said funds. Simultaneously, a margin must be kept in order to face a potential drop in deposits, of 5% in pesos and 15% in US dollars, without failing to meet the Minimum Cash Requirements. At fiscal-year end, the “additional liquidity” included in the above table amounted to Ps.1,267.0 million and US$144.1 million, equivalent to 58.2% and to 192.0% of the “worst case” scenario, respectively, with both percentages exceeding the policy established by the Bank.
Capital
Our capital adequacy is not under the supervision of the Argentine Central Bank.
Our capital management policy is designed to ensure prudent levels of capital.
We, as well as our controlled companies, except for Banco Galicia and the affiliates of Sudamericana mentioned in the paragraph below, are regulated by the Corporations Law. In section No. 186, the law establishes that the capital of a corporation cannot be less than Ps.12,000.
The insurance companies held by Sudamericana are Galicia Vida Compañía de Seguros S.A., Galicia Retiro Compañía de Seguros S.A. and Galicia Patrimoniales Compañía de Seguros S.A. These companies meet the minimum capital requirements set by General Resolution No.25,804 of the National Insurance Superintendency. See Item 4. “Information on the Company��Selected Statistical Information—Regulatory Capital—Minimum Capital Requirements of Insurance Companies.”
As of September 30, 2005, the computable capital of the companies held by Sudamericana exceeded the minimum requirement of Ps.10 million by Ps.30.7 million.
Sudamericana also holds Sudamericana Asesores de Seguros S.A., company dedicated to the brokerage in different lines of insurance that is regulated by the guidelines of the Law Governing Commercial Companies.
The following table analyzes our capital resources as of the dates indicated.
| | | | | | | | | | | | |
| | As of December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
| | (in millions of pesos, except ratios, multiples and percentages) | |
Shareholders’ Equity | | Ps. | 1,626.8 | | | Ps. | 1,519.5 | | | Ps. | 1,419.4 | |
Shareholders’ Equity as a Percentage of Total Assets | | | 6.35 | % | | | 6.42 | % | | | 6.22 | % |
Total Liabilities as a Multiple of Total Shareholders’ Equity | | | 14.76 | x | | | 14.56 | x | | | 15.08 | x | |
Tangible Shareholders’ Equity(1) as a Percentage of Total Assets | | | 4.43 | % | | | 3.73 | % | | | 3.03 | % |
Total Capital Ratio | | | na | (2) | | | na | | | | na | |
Excess Capital over Required Minimum Capital | | | na | | | | na | | | | na |
| | |
(1) | | Tangible shareholders’ equity represents shareholders’ equity minus intangible assets. |
|
(2) | | Not applicable. |
The Argentine Central Bank supervises the capital adequacy of Banco Galicia on an unconsolidated basis and consolidated with its significant subsidiaries, Galicia Uruguay and Tarjetas Regionales S.A. and its subsidiaries.
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Compliance with the Argentine Central Bank’s minimum capital requirement rule was suspended during the whole of 2002 and 2003. In June 2003, the Argentine Central Bank issued a new minimum capital requirement rule, which became effective on January 1, 2004. The Bank has been in compliance with this new capital adequacy regime. For more information on Banco Galicia’s capital adequacy, see Item 4. “Information on the Company—Selected Statistical Information—Regulatory Capital—Banco Galicia.”
Capital Expenditures
For a description of our capital expenditures in 2005 and our capital commitments for 2006, see Item 4. “Information on the Company—Capital Investments and Divestitures.”
For a description of financing of our capital expenditures, see “—Liquidity.”
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Item 6.Directors, Senior Management and Employees
Our Board of Directors
Our ordinary shareholders’ meeting took place on April 27, 2006. The following table sets out the members of our Board of Directors as of that date (all of whom are resident in Buenos Aires, Argentina), the positions they hold within Grupo Galicia, their dates of birth, their principal occupations and the expiry dates of their current terms.
| | | | | | | | | | | | |
| | | | | | Principal | | Member | | Current |
Name | | Position | | Date of Birth | | Occupation | | Since | | Term Ends |
|
Antonio Garcés | | Chairman of the Board and Chief Executive Officer | | May 30, 1942 | | Banker | | April 2002 | | December 2007 |
Federico Braun | | Vice Chairman | | February 4, 1948 | | Businessman | | September 1999 | | December 2007 |
Abel Ayerza | | Director | | May 27, 1939 | | Businessman | | September 1999 | | December 2008 |
Eduardo Escasany | | Director | | June 30, 1950 | | Businessman | | April 2005 | | December 2006 |
Enrique Martin | | Director | | October 19, 1945 | | Businessman | | April 2006 | | December 2008 |
Luis Oddone | | Director | | May 11, 1938 | | Businessman | | April 2005 | | December 2006 |
Pedro Richards | | Director | | November 14, 1952 | | Businessman | | April 2005 | | December 2006 |
Silvestre Vila Moret | | Director | | April 26, 1971 | | Businessman | | June 2002 | | December 2007 |
Eduardo Zimmermann | | Director | | January 3, 1931 | | Businessman | | April 2000 | | December 2008 |
Pablo Gutierrez | | Alternate Director | | December 9, 1959 | | Banker | | April 2003 | | December 2008 |
María Ofelia Hordeñana de Escasany | | Alternate Director | | December 30, 1920 | | Businesswoman | | April 2000 | | December 2007 |
Sergio Grinenco | | Alternate Director | | May 26, 1948 | | Banker | | April 2003 | | December 2008 |
Alejandro Rojas Lagarde | | Alternate Director | | July 17, 1937 | | Lawyer | | April 2000 | | December 2008 |
Luis Monsegur | | Alternate Director | | August 15, 1936 | | Accountant | | April 2000 | | December 2007 |
The following is a summary of the biographies of the members of our Board of Directors:
Antonio Garcés:Mr. Garcés obtained a degree in national public accounting at the Universidad de Buenos Aires. He has been associated with the Bank since 1959. In April 1985, he was appointed alternate director, vice chairman in September 2001, chairman in March 2002 until August 2002, vice chairman in August 2002 until April 2003, when he was elected chairman, a position he currently holds, after being reelected in April 27, 2006. Mr. Garcés is also chairman of Galicia Factoring y Leasing S.A. and Gal Mobiliaria S.A. de Ahorro para Fines Determinados, as well as first vice chairman of the Argentine Bankers Association and a lifetime trustee of the Fundación Banco de Galicia y Buenos Aires. He was elected for his current position on April 23, 2003 and was reelected on April 28, 2005.
Federico Braun: Mr. Braun obtained a degree in industrial engineering at the Universidad de Buenos Aires. He was associated with the Bank from 1984 to 2002 having served as a member of the Bank’s Board of Directors during such period. Mr. Braun is chairman of Código S.A., Campos de la Patagonia S.A., Garabí Forestal S.A., Martseb S.A., and S.A. Importadora y Exportadora de la Patagonia; vice chairman of Club de Campo “Los Pingüinos” S.A., Inmobiliaria y Financiera “La Josefina” S.A., Asociación de Supermercados Unidos and MayoristaNet S.A., a Director of Estancia Anita S.A. and a lifetime trustee of the Fundación Banco de Galicia y Buenos Aires. He was elected for his current position on June 3, 2002, and was reelected on April 28, 2005.
Abel Ayerza: Mr. Ayerza obtained a degree in business administration at the Universidad Católica Argentina. He was associated with the Bank from 1966 to 2002, having served as a member of the Bank’s Board of Directors from 1976 to 2002. Mr. Ayerza is chairman of Aygalpla S.A. and a lifetime trustee (and second vice chairman) of the Fundación Banco de Galicia y Buenos Aires. In April 2000 he was elected as vice chairman, he was appointed chairman on June 3, 2002, and on April 23, 2003 he was elected for his current position, and later reelected on April 27, 2004. Mr. Ayerza is the uncle of Mr. Pablo Gutierrez.
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Eduardo Escasany: Mr. Escasany obtained a degree in economics from the Universidad Católica Argentina. He was associated with the Bank from 1973 to 2002. He was appointed to the Bank’s Board of Directors in 1975, in 1979 he was elected vice chairman and from 1989 to March 21, 2002 he was chairman of the Bank’s Board of Directors and its chief executive officer. He was chairman of the Argentine Bankers Association from November 1993 to July 2002 having served as vice-chairman between 1989 and 1993. He was chairman of our Board of Directors from April 2000 to June 2002 and was reelected as a member of the Board of Directors in April 2005. He is a lifetime trustee (and first vice chairman) of the Fundación Banco de Galicia y Buenos Aires. Mr. Escasany is Mrs. María Ofelia Hordeñana de Escasany’s son and Mr. Silvestre Vila Moret’s uncle.
Enrique Martin: Mr. Martin obtained a degree in law at the Universidad de Buenos Aires. He has been a professor at that university for twelve years and he is currently also a professor of Foreign Trade & International Banking at the Universidad del Salvador in Buenos Aires. He has a Post-Graduate Certificate on International Economics from the University of London. He was associated with the Bank from 1977 to 2002 where he was responsible for the International Banking Relations Department. Mr. Martin is also a director of the Argentine-Chilean Chamber of Commerce and the Canadian-Argentine Chamber of Commerce. He joined our Board of Directors in April 2006.
Luis Oddone: Mr. Oddone obtained a degree in national public accounting at the Universidad de Buenos Aires. Mr. Oddone is chairman of La Cigarra S.A., vice chairman of Scharstorf S.A., and syndic of American Plast S.A., Bohue S.A., Lamarca y Cía. S.A., Pilaga S.A., SATEX S.A., Tango Jet S.A., Walmont S.A. and Tinocam S.A. He has been on our Board of Directors since April 2005.
Pedro Richards: Mr. Richards obtained a degree in economics from the Universidad Católica Argentina and holds a master of science in management from the Sloan School of Management at the Massachusetts Institute of Technology. He was a director of the National Development Bank (BANADE). He has been associated with Banco Galicia since 1990. He was a member of the Board of Directors of Galicia Capital Markets S.A. (in liquidation) between 1992 and 1994. Since August 2000, he has been our managing director. Mr. Richards is also a director of Galval and vice chairman of Sudamericana, Galicia Warrants, and Net Investment S.A. He served as an alternate director of Grupo Galicia from April 2003 until April 2005, when he was appointed as a director.
Silvestre Vila Moret:Mr. Vila Moret studied banking administration at the Universidad Católica Argentina. He was associated with the Bank from 1997 to 2002. Mr. Vila Moret is chairman of Inversora en Servicios S.A. and vice chairman of El Benteveo S.A. He was elected for his current position on June 3, 2002, and was reelected on April 28, 2005. Mr. Vila Moret is the grandson of Mrs. María Ofelia Hordeñana de Escasany and the nephew of Mr. Eduardo Escasany.
Eduardo Zimmermann: Mr. Zimmermann obtained a degree in banking management at the Universidad Argentina de la Empresa. He was associated with the Bank from 1958 to 2002, and served as a member of the Bank’s Board of Directors from 1975 to 2002. Mr. Zimmermann is a lifetime trustee of the Fundación Banco de Galicia y Buenos Aires. He was reelected for his current position on April 27, 2006.
Pablo Gutierrez: Mr. Gutierrez obtained a degree in business administration from the Universidad de Buenos Aires. Since 1985, he has been associated with the Bank. He currently serves as the head of the Bank’s Treasury Division. In April 2005 he was appointed to the Board of Directors of the Bank. Mr. Gutierrez is also chairman of Galicia Valores S.A. Sociedad de Bolsa and Argenclear S.A., vice chairman of Galicia Pension Fund Ltd. and an alternate trustee of the Fundación Banco de Galicia y Buenos Aires. He was reelected for his current position on April 27, 2006. Mr. Gutierrez is Mr. Abel Ayerza’s nephew.
María Ofelia Hordeñana de Escasany: Mrs. Hordeñana de Escasany held a variety of positions at various subsidiaries of Banco Galicia. Currently, she is chairman of the Fundación Banco de Galicia y Buenos Aires and Santamera S.A. and vice chairman of Santa Ofelia S.A. She was reelected for her current position on April 28, 2005. Mrs. Hordeñana de Escasany is the mother of Mr. Eduardo Escasany and the grandmother of Mr. Silvestre Vila Moret.
Sergio Grinenco: Mr. Grinenco obtained a degree in economics at the Universidad Católica Argentina and a master’s degree in business administration from Babson College in Wellesley, Massachusetts. He has been
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associated with the Bank since 1977. He was elected as an alternate director of the Bank in September 2001 and as vice chairman in April 2003, a position he currently holds after being reelected on April 27, 2006. Mr. Grinenco is also a liquidator of Galicia Equity Analysis S.A. (in liquidation), a director of Galicia Factoring y Leasing S.A. and an alternate trustee of the Fundación Banco de Galicia y Buenos Aires.
Alejandro Rojas Lagarde: Mr. Rojas Lagarde obtained a degree in law at the Universidad de Buenos Aires. He held a variety of positions at Banco Galicia beginning in 1963. From 1965 to January 2000, he was responsible for the general counsel office of Banco Galicia. Currently, he is a lifetime trustee of the Fundación Banco de Galicia y Buenos Aires. He was reelected for his current position on April 28, 2005.
Luis Monsegur: Mr. Monsegur obtained a degree in national public accounting at the Universidad de Buenos Aires. He held a variety of positions at Banco Galicia from 1962 to 1992 and is an alternate trustee of the Fundación Banco de Galicia y Buenos Aires. He was reelected for his current position on April 28, 2005.
Our Board of Directors may consist of between three and nine permanent members. Currently our Board of Directors has nine members. In addition, the number of alternate directors—individuals who act in the temporary or permanent absence of a director—has been set at five. The directors and alternate directors are elected by the shareholders at our annual general shareholders’ meeting. Directors and alternate directors may be elected for either a two or three-year term.
Messrs. Antonio Garcés, Sergio Grinenco and Pablo Gutierrez are also directors of Banco Galicia. In addition, some members of our Board of Directors may serve on the board of directors of any subsidiary we establish in the future.
Four of our directors and two of our alternate directors are members of the families that are the controlling shareholders of Grupo Galicia.
Functions of Our Board of Directors
The members of our Board of Directors serve on the following committees:
Audit Committee:In compliance with CNV rules regarding the composition of the audit committee of companies listed in Argentina, which require that the audit committee be comprised of at least three directors, with a majority of independent Directors, the Board of Directors established an audit committee with three members. Currently, Messrs. Luis O. Oddone, Eduardo Zimmermann and C. Enrique Martin are the members of the audit committee. All of the members of our audit committee are independent directors under the CNV and Nasdaq requirements. All three members of the audit committee are financially literate and have extensive managerial experience. Mr. Oddone is the financial expert serving on our audit committee.
According to the CNV rules, the audit committee is primarily responsible for (i) issuing a report on the Board of Directors’ proposals for the appointment of the independent auditors and the compensation for the Directors, (ii) issuing a report comprising the activities performed according to the CNV requirements, (iii) issuing the audit committee’s annual plan and implementing the plan each fiscal year, (iv) evaluating external auditors’ independence, word plans and performance, (v) evaluating the plans and performance of the internal auditors, (vi) supervising the reliability of our internal control systems, including the accounting system, and of external reporting of financial or other information, (vii) following-up on the use of information policies on risk management at the company’s main subsidiaries, (viii) evaluating the reliability of the financial information to file with the CNV and the SEC, (ix) verifying compliance with the applicable conduct rules, and (x) issuing a report on related party transactions and disclosing any transaction where a conflict of interest exists with corporate governance bodies and controlling shareholders. The audit committee has access to all information and documentation that it requires and is broadly empowered to fulfill its duties. During 2005, the audit committee held fourteen meetings.
Disclosure Committee:This committee was established in response to the U.S. Sarbanes-Oxley Act of 2002. The main responsibility of this committee is to review and approve controls over the public disclosure of
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financial and related information, and other procedures necessary to enable our chief financial officer and chief executive officer to provide their certifications of our annual report that is filed with the SEC. The members are Messrs. Antonio Garcés, Pedro Richards, José Luis Gentile and Adrián Enrique Pedemonte. In addition, at least one of the members of this committee attends all of the meetings of our principal subsidiaries’ disclosure committees.
Our Supervisory Committee
Our bylaws provide for a supervisory committee consisting of three members who are referred to as “syndics” and three alternate members who are referred to as “alternate syndics.” In accordance with the Argentine Companies Law and our bylaws, the syndics and alternate syndics are responsible for ensuring that all of our actions are in accordance with applicable Argentine law. Syndics and alternate syndics are elected by the shareholders at the annual general shareholders’ meeting. Syndics and alternate syndics do not have management functions. Syndics are responsible for, among other things, preparing a report to shareholders analyzing our financial statements for each year and recommending to the shareholders whether to approve such financial statements. Alternate syndics act as alternates in the temporary or permanent absence of a syndic. Currently, there are three syndics and three alternate syndics. Syndics and alternative syndics are elected for a one-year term.
The following table shows the members of our supervisory committee. Each of our syndics was appointed at the ordinary shareholders’ meeting held on April 27, 2006.
| | | | | | |
| | | | Principal | | Current Term |
Name | | Position | | Occupation | | Ends |
|
Norberto Corizzo | | Syndic | | Accountant | | December 2006 |
Raúl Estevez | | Syndic | | Accountant | | December 2006 |
Adolfo Melián | | Syndic | | Lawyer | | December 2006 |
Miguel Armando | | Alternate Syndic | | Lawyer | | December 2006 |
Fernando Noetinger | | Alternate Syndic | | Lawyer | | December 2006 |
Horacio Tedín | | Alternate Syndic | | Lawyer | | December 2006 |
The following is a summary of the biographies of the members of our supervisory committee:
Norberto Corizzo:Mr. Corizzo obtained a degree in national public accounting at the Universidad de Buenos Aires. He has been associated with the Bank since 1977. Mr. Corizzo is also a syndic of Banco Galicia, Galicia Uruguay, EBA Holding, Tarjetas Regionales S.A. and its subsidiaries, Galicia Warrants, Sudamericana and its subsidiaries, Galicia Valores S.A. Sociedad de Bolsa, Galicia Factoring y Leasing S.A., Net Investment S.A. and Tradecom Argentina S.A.
Raúl Estevez:Mr. Estevez obtained a degree in national public accounting at the Universidad de Buenos Aires. He was associated with the Bank from 1959 to December 2005. Since December 1993 and until his departure, he was the head of the Accounting Department of the Bank. Mr. Estevez is also a syndic of the Bank, Galicia Factoring y Leasing, Galicia Valores S.A. Sociedad de Bolsa, Galicia Warrants and Tarjeta del Mar S.A.
Adolfo Melián:Mr. Melián obtained a degree in law at the Universidad de Buenos Aires. He has been associated with the Bank since 1970. He served as counsel to the Bank’s Board of Directors until 1975. Mr. Melián is also a syndic of Banco Galicia, Sudamericana and its subsidiaries, Galicia Warrants, Galicia Valores S.A. Sociedad de Bolsa, Galicia Factoring y Leasing S.A.,Tarjetas Regionales S.A. and its subsidiaries, and an alternate syndic of Galicia Uruguay. Mr. Melián is a lifetime trustee of the Fundación Banco de Galicia y Buenos Aires.
Miguel Armando: Mr. Armando obtained a degree in law at the Universidad de Buenos Aires. He was first elected syndic of the Bank in 1986. Mr. Armando is also a syndic of EBA Holding S.A. and an alternate syndic of Banco Galicia and Tarjetas Regionales S.A. and its subsidiaries.
Fernando Noetinger: Mr. Noetinger obtained a degree in law at the Universidad de Buenos Aires. He has been associated with the Bank since 1987. Mr. Noetinger is also an alternate syndic of EBA Holding S.A., Galicia
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Valores S.A. Sociedad de Bolsa, Galicia Warrants, Galicia Factoring y Leasing S.A., Tarjetas Regionales S.A. and Tarjetas del Mar S.A
Horacio Tedín: Mr. Tedín obtained a degree in law at the Universidad de Buenos Aires. In 1981 he founded his own legal firm, which has actively worked for Banco Galicia and other big corporate clients. Mr. Tedín is also a syndic of Galicia Inmobiliaria and an alternate syndic of EBA Holding and Galicia Administradora de Fondos S.A.
Compensation of Our Directors
Compensation for the members of our Board of Directors is considered by the shareholders at the shareholders’ meeting once the fiscal year has ended. Our independent directors are paid an annual fixed fee based on the functions they carry out and they may receive partial advanced payments during the year. A director who is an employee receives a fixed compensation and may receive a variable fee based on individual performance and has access to retirement insurance.
We do not pay fees to the members of our Board of Directors who are also members of the Board of Directors of the Bank. For fiscal year 2005, the shareholders’ meeting held on April 27, 2006, approved a total payment of Ps.1,043,000 to a director who is an employee and to our independent directors. For a description of the amounts to be paid to the Board of Directors of Banco Galicia, see “—Compensation of Banco Galicia’s Directors and Officers” below.
We do not maintain a stock-option, profit-sharing or pension plan for the benefit of our directors. In connection with the Bank’s foreign debt restructuring, we agreed to limit the amounts paid per fiscal year to the members of our Board of Directors and agreed not to make any payments to our management in excess of market compensation. See Item 10. “Additional Information—Material Contracts.”
Management of Grupo Galicia
Our organizational structure consists of a managing director who reports to the Board of Directors, and two managers who report to the managing director: the financial and accounting manager and the investor relations manager.
The managing director’s main function is implementing policies defined by our Board of Directors and to oversee the financial and accounting department and investor relations.
The financial and accounting manager is mainly responsible for assessing current and potential investments, (e.g., suggesting whether we should invest or divest our position in various companies or businesses). His department also plans and coordinates our administrative services and financial resources in order to ensure their proper management. His department is also responsible for meeting requirements set by several controlling bodies, complying with information requirements and for internal controls and budgeting. Our financial and accounting manager is José Luis Gentile, who was born on March 15, 1956.
The investor relations manager is mainly responsible for planning, preparing, coordinating and controlling the financial information that it provides to the stock exchanges where the Company’s shares are listed, regulatory bodies and both domestic and international investors and analysts. Apart from considering the materials published by analysts, the division carries out the follow-up of their opinions, as well as those of shareholders and investors in general. Our investor relations manager is Pablo Eduardo Firvida, who was born on March 17, 1967.
The policy for compensation applied by us and our controlled companies is essentially the same and consists in arranging salary levels in order of importance based on a system that describes and assesses tasks by factors (Hay System). The purpose is to pay compensation amounts similar to those observed in the domestic market for functions with the same hierarchy and responsibilities. Managers and directors who are our or our controlled companies’ employees receive a fixed compensation and may receive a variable compensation based on individual performance. This policy for compensation envisages the possibility of having access to retirement insurance.
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We do not maintain a stock-option, profit-sharing or pension plan or any other retirement plan for the benefit of our managers.
Board of Directors of Banco Galicia
The ordinary and extraordinary shareholders’ meeting held on April 27, 2006, established the size of the Bank’s Board of Directors at nine members and five alternate directors. The following table sets out the members of our Board of Directors as of April 27, 2006, all of whom are resident in Buenos Aires, Argentina, the years of appointment, the position currently held by each of them, their dates of birth, their principal occupation and when their term ends. The business address of the members of the Board of Directors is Tte. General J. D. Perón 407, (C1038AAI) Buenos Aires, Argentina.
| | | | | | | | | | |
| | | | Date of | | Principal | | Member | | Current Term |
Name | | Position | | Birth | | Occupation | | Since | | Ends |
|
Antonio R. Garcés | | Chairman of the Board | | May 30, 1942 | | Banker | | September 2001 | | December 2008 |
Sergio Grinenco | | Vice Chairman and Chief Financial Officer | | May 26, 1948 | | Banker | | April 2003 | | December 2008 |
Enrique M. Garda Olaciregui | | Director and Secretary | | April 29, 1946 | | Banker | | April 2003 | | December 2007 |
Daniel A. Llambías | | Director | | February 8, 1947 | | Banker | | September 2001 | | December 2006 |
Luis M. Ribaya | | Director | | July 17, 1952 | | Banker | | September 2001 | | December 2007 |
Guillermo J. Pando | | Director | | October 23, 1948 | | Banker | | April 2003 | | December 2007 |
Pablo Gutierrez(3) | | Director | | December 9, 1959 | | Banker | | April 2005 | | December 2008 |
Eduardo O. Del Piano(1) | | Director | | May 12, 1938 | | Accountant | | April 2004 | | December 2006 |
Pablo M. Garat(1) | | Director | | January 12, 1953 | | Lawyer | | April 2004 | | December 2006 |
Eduardo A. Fanciulli | | Alternate Director | | April 10, 1951 | | Banker | | September 2001 | | December 2008 |
Raúl Héctor Seoane(3) | | Alternate Director | | July 18, 1953 | | Banker | | April 2005 | | December 2008 |
Juan C. Fossatti(2) | | Alternate Director | | September 11, 1955 | | Lawyer | | June 2002 | | December 2008 |
Osvaldo H. Canova(2) | | Alternate Director | | December 8, 1934 | | Accountant | | April 2004 | | December 2006 |
Julio P. Naveyra(2) | | Alternate Director | | March 24, 1941 | | Accountant | | April 2004 | | December 2006 |
| | |
(1) | | In accordance with the rules of the CNV, and pursuant to the classifications adopted by the CNV, Messrs. Eduardo O. Del Piano and Pablo M. Garat are independent and were elected at the ordinary shareholders’ meeting held on April 29, 2004, as members of the audit committee. Messrs. Del Piano and Garat are also independent directors in accordance with the new Nasdaq rules. |
|
(2) | | In accordance with the rules of the CNV, and pursuant to the classifications adopted by the CNV, Mr. Fossatti, Mr. Canova and Mr. Naveyra are independent alternate directors. They would replace the independent directors in case of vacancy. They are also independent directors in accordance with the new Nasdaq rules. |
|
(3) | | Authorization from the Argentine Central Bank to assume their positions is pending. |
The following are the biographies of the members of the Board of Directors of the Bank:
Antonio Roberto Garcés: See “—Our Board of Directors.”
Sergio Grinenco: See “—Our Board of Directors.”
Enrique M. Garda Olaciregui: Mr. Garda Olaciregui obtained a degree in law at the Universidad del Salvador, a master degree in finance from Universidad del CEMA and a master degree in management law at the Universidad Austral. He has been associated with the Bank since 1970. He was elected alternate director of the Bank in September 2001 and secretary director in April 2003. Mr. Garda Olaciregui is also a director of Galicia Factoring y Leasing S.A. and Galicia Warrants and an alternate trustee of the Fundación Banco de Galicia y Buenos Aires.
Daniel Antonio Llambías: Mr. Llambías obtained a degree in national public accounting at the Universidad de Buenos Aires. He has been associated with the Bank since 1964. He was elected alternate director of the Bank
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in September 1997 and director in September 2001. Mr. Llambías is also chairman of Sudamericana, vice chairman of Visa Argentina S.A., director of Gal Mobiliaria S.A. de Ahorro para Fines Determinados, Galicia Valores S.A. Sociedad de Bolsa, Tarjeta Naranja S.A., Tarjetas Regionales S.A., Tarjetas del Mar S.A., Tarjetas Cuyanas S.A., Banelco S.A. and Fincas de La Juanita S.A., as well as a delegate to the shareholders’ meetings of Automóvil Club Argentino, counselor of Fundación Fides and an alternate trustee of the Fundación Banco de Galicia y Buenos Aires.
Luis María Ribaya: Mr. Ribaya obtained a degree in law from the Universidad de Buenos Aires. He has been associated with the Bank since 1971. He was elected director of the Bank in September 2001, alternate director in June 2002 and elected again director in April 2003. Mr. Ribaya is also the chairman of Argencontrol S.A. and Mercado Abierto Electrónico S.A., a director of Galicia Valores S.A. Sociedad de Bolsa, and an alternate trustee of Fundación Banco de Galicia y Buenos Aires.
Guillermo Juan Pando: Mr. Pando has been associated with the Bank since 1969. He was first elected alternate director of the Bank in September 2001 until June 2002, and in April 2003 he was elected director. He is also chairman of Tarjetas Regionales S.A., Galicia Cayman, Galicia Pension Fund Ltd. and Galicia Warrants, vice chairman of Gal Mobiliaria S.A. Sociedad de Ahorro para Fines Determinados, director of Galicia Factoring y Leasing S.A., Tarjetas del Mar S.A. and Tarjeta Naranja S.A., liquidator of Galicia Capital Markets S.A. (in liquidation) and Galicia Equity Analysis S.A. (in liquidation), alternate director of Electrigal S.A. and Distrocuyo S.A. and an alternate trustee of Fundación Banco de Galicia y Buenos Aires.
Pablo Gutierrez: See “—Our Board of Directors.”
Eduardo Oscar Del Piano: Mr. Del Piano obtained a degree in national public accounting at the Universidad de Buenos Aires. He has been associated with the Bank as an independent director since April 2004. Mr. Del Piano is also a syndic of La Rural de Palermo S.A. and OGDEN-Rural S.A.
Pablo María Garat: Mr. Garat obtained a degree in law at the Universidad de Buenos Aires. He has been associated with the Bank as an independent director since April 2004. Mr. Garat has been an official representative of the Province of Tierra del Fuego and an advisor to the Argentine Senate, and he currently develops its professional independent activity at his own law firm and is a professor at the University of Constitutional Law and Constitutional Tributary Law.
Eduardo Antonio Fanciulli: Mr. Fanciulli obtained a degree in business administration from the Universidad de Buenos Aires. He has been associated with the Bank since 1983. Mr. Fanciulli served as an alternate director of the Bank from September 2001 until June 2002 and, in April 2003 was elected again for the same position.
Raúl Héctor Seoane: Mr. Seoane obtained a degree in economics from the Universidad de Buenos Aires. He has been associated with the Bank since 1988. Mr. Seoane has served as an alternate director of the Bank since April 2005.
Juan Carlos Fossatti: Mr. Fossatti obtained a degree in law from the Universidad de Buenos Aires. He has been associated with the Bank since June 2002, when he was elected as an independent alternate director at the annual general shareholders’ meeting. Mr. Fossatti is also a director of Tierras del Bermejo S.A., Tierras del Tigre S.A., Grenoble Inversiones S.A., and Barlocher do Brazil S.A. (Sao Paulo – Brazil).
Osvaldo Héctor Canova:Mr. Canova obtained a degree in accounting at the Universidad de Buenos Aires. He has been associated with the Bank since April 2004 when he was elected as an independent alternate director. Mr. Canova has been a member of Harteneck, López y Cía. (now Price Waterhouse & Co. S.R.L.) and Mcduliffe, Turquan Young. Mr. Canova is also an alternate director of Telecom Argentina S.A. and a syndic of Arcor S.A.I. y C, Unilever S.A., Bagley Argentina S.A., Inaral S.A. and Cartocor S.A. and a trustee of Fleni and Pent.
Julio Pedro Naveyra:Mr. Naveyra obtained a degree in accounting at the Universidad de Buenos Aires. He has been associated with the Bank since April 2004 when he was elected as an independent alternate director. Mr. Naveyra has been a member of Harteneck, López y Cía. (now Price Waterhouse & Co. S.R.L.). He is also a
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syndic of S.A. La Nación, Supermercados Makro S.A., IDEA S.A. Novartis S.A., Sandoz S.A., ExxonMobil S.A., Ford Argentina S.R.L. and Ford Credit S.A., an alternate syndic of Transener S.A., a director of Gas Natural Ban S.A. and Telecom Argentina S.A., and an alternate director of Grupo Concesionario del Oeste S.A.
Functions of the Board of Directors of Banco Galicia
The Bank’s Board of Directors may consist of three to nine permanent members. In addition, there can be one or more alternate directors who can act during the temporary or permanent absence of a director. As of the date of this annual report, seven directors and two alternate directors were engaged on a full time basis in the day-to-day operations of the Bank. Messrs. Fossatti, Del Piano, Garat, Canova and Naveyra are not employees of the Bank.
The Bank’s Board of Directors meets formally twice each week and informally on a daily basis. The Bank’s Board of Directors is responsible for all of the major decisions, including those relating to credit, the Bank’s securities portfolio, the design of the branch network and entering into new businesses.
Members of the Bank’s Board of Directors serve on the following committees:
Risk Management Committee: Six directors, the Wholesale Banking Division manager, the Retail Banking Division manager, the Treasury Division manager and the Risk Management Department manager are members of this committee. The committee is responsible for establishing general limits (both in accordance with regulatory requirements and with the Bank’s internal guidelines) and verifying compliance with such limits with respect to the following risks: credit, cross border, currency, interest rate, liquidity, market, securities holding, operational, etc. This committee meets at least once every two months and acts formally by written resolutions.
Credit Committee: This committee is composed of four directors and the Credit Division manager. The Wholesale Banking Division manager, the Retail Banking Division manager and the Treasury Division manager may be present in case the account subject to the committee’s approval belongs to any of those departments. The committee meets at least four times a week with a quorum of at least one director. The committee’s function is to decide on loans greater than Ps.3.5 million in the case of corporate customers, on loans greater than Ps.1.0 million in the case of individuals and on all loans to be granted to financial institutions (local or foreign) and related companies. Approved operations are recorded in signed and dated documents.
Financial Risk Policy Committee: This committee is made up of six directors, the Retail Banking Division manager, the Treasury Division manager and the Risk Management Department manager. It is responsible for analyzing the evolution of the Bank’s business from a financial point of view, as regards fund-raising and placement of assets. Moreover, this committee is in charge of the follow-up and control of liquidity, interest-rate and currency mismatches. In all cases, it is responsible for the creation of the Bank’s policies related to each of these areas. The committee meets at least once every fifteen days and acts formally by written resolutions.
Systems Committee: This committee is composed of six directors, the Retail Banking Division manager, the Wholesale Banking Division manager, the Treasury Division manager, the Corporate Services Division manager, the Operations Department manager, and the Organization Department manager. This committee is in charge of supervising and approving new systems ´ development plans and budgets, as well as supervising these systems’ budget controls. It is also responsible for approving the general design of the systems ´ structure implemented and for supervising the quality of the Bank’s systems. The committee meets at least once every three months. The committee acts formally by written resolutions.
Audit Committee: In accordance with the requirements set forth by the Argentine Central Bank, the Bank has an audit committee composed of two directors, one of which is an independent director, and the Internal Audit manager. In addition, in its capacity as a publicly listed company (in Argentina), the Bank must comply with theRégimen de Transparencia de la Oferta Pública(“System for the Transparency of Public Offerings”) set forth by Decree No.677/2001 and by the rules established by the CNV in its Resolutions No. 400, 402 and related rules. In order to comply with the CNV rules regarding the composition of audit committees, which require such committees to be composed of at least three directors with a majority of independent directors, the ordinary shareholders’ meeting held on April 29, 2004, appointed Messrs. Eduardo O. Del Piano and Pablo M. Garat as independent
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directors and, the Board of Directors appointed them members of the audit committee. The third member, Daniel A. Llambías, a non-independent director, was appointed by the Board of Directors as member of the audit committee.
The audit committee is primarily responsible for (i) issuing a report on the Board of Directors’ proposed independent auditor and ensuring that independence criteria are met; (ii) supervising the reliability of the Bank’s internal control system, including the accounting system, and of external reporting of financial or other information; (iii) verifying compliance with the applicable conduct rules; (iv) issuing a report on related party transactions and disclosing any transaction where a conflict of interest exists with corporate governance bodies and controlling shareholders, (v) following-up the use of information policies on risk management at the company’s main subsidiaries and (vi) reviewing the annual working plan of the Bank’s internal and independent auditors, and issuing an opinion thereof. The audit committee has access to all information and documentation that it requires and is broadly empowered to fulfill its duties. The audit committee meets at least once a month.
Committee for the Control and Prevention of Money Laundering and for the Financing of Terrorism: This committee is responsible for planning, coordinating, and promoting compliance with the policies for the prevention and control of money laundering established and agreed on by the Board of Directors, based on current regulations including the design of internal controls, the training of the Bank’s employees and an internal audit control of the financing of terrorism. It is composed of three directors, one of whom is the responsible officer, the Treasury Division manager, the Corporate Services Division manager, the Wholesale Banking Division manager, the Risk Management Department manager, the Human Resources manager, the Internal Audit manager, a representative of the supervisory committee, and the head of the Anti-laundering Unit. The Anti-laundering Unit reports directly to this committee. In addition, in accordance with Argentine Central Bank regulations, Director Dr. Enrique M. Garda Olaciregui was appointed as the Bank’s officer responsible for the control and prevention of money laundering and the financing of terrorism. The committee is scheduled to meet at least once every two months. Resolutions must be registered in a minutes book bearing folios and seals.
Disclosure Committee: This committee was created to comply with the provisions of the Sarbanes-Oxley Act of the United States of America issued in 2002. This committee is composed of two directors, the Wholesale Banking Division manager, the Retail Banking Division manager, the Treasury Division manager, the Planning and Management Control Division manager, the Accounting Department manager, the Financial Analysis and Planning Department manager, the Relations with Investors and Rating Agencies Department manager, and the Internal Auditor, as well as a representative of the Bank’s supervisory committee. A member of the committee that was created for the same purpose by Grupo Galicia also attends the meetings held by this committee.
Human Resources Committee:This committee is in charge of the appointment and assignment of staff, transfers, rotation and development of staff and headcount. This committee works at two levels: (i) the Restricted Human Resources Committee which deals with the issues of staff included in the 1 to 6 salary levels, is scheduled to meet at least every two weeks and acts formally by written resolutions; and (ii) the Human Resources Committee which deals with the issues of staff included in salary levels 7, 8 and 9. It also deals with the issues of staff included in level 10 and above, in which case it submits its recommendations to the Board of Directors. The committee meets whenever there are issues that require consideration, and acts with a quorum of at least one director. The committee acts formally by written resolutions.
Assets and Liabilities Committee (Alco):This committee is in charge of analysis and recommendations to the business divisions in connection with the management of interest-rate, currency and maturity mismatches, with the goal of maximizing financial and foreign-exchange results within acceptable parameters of risk and capital use. This committee is also responsible for suggesting changes of these parameters, if necessary, to the Board of Directors. Two Directors, the manager of the Planning and Management Control Division (this Division being the Funding Unit manager), the Wholesale Banking Division manager, the Retail Banking Division manager, and the Treasury Division manager are members of this committee.
Customer Assistance Committee:This committee is in charge of the general supervision of the activities related to the attention, follow-up and resolution of customer complaints. The committee will establish the standards for customer service, with the purpose of implementing improvements to minimize the number of complaints and shorten response times. This committee is composed of two Directors and the division and department managers and
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other officers whose participation is deemed relevant. The committee is scheduled to meet at least once every two months. It acts formally by written resolutions.
Periodically, the Board of Directors is advised as to the decisions taken by the various committees, which are written down in minutes.
Banco Galicia’s Executive Officers
The following divisions report to the Bank’s Board of Directors:
| | | | |
| | Division | | Manager |
| | | | |
| | Treasury | | Pablo Gutierrez |
|
| | Wholesale Banking | | Juan Miguel Woodyatt |
|
| | Retail Banking | | Daniel A. Llambías (in charge) |
|
| | Corporative Services | | Miguel Angel Peña |
|
| | Credit | | Juan Carlos L’Afflitto |
Treasury: This Division is responsible for planning and managing the correct use of financial resources and providing the appropriate funding for the Bank’s businesses, establishing and applying the Bank’s deposit-raising and funding policies within the parameters established by the Bank’s risk policies. It also manages short-term funds and the investment portfolio, ensuring the correct execution of transactions. The following areas report to this Division: Financial Analysis and Planning, Asset Management, Financial Operations, and International Banking and Financing Relations.
Wholesale Banking: This Division is responsible for managing the Bank’s business related to corporate customers. The areas reporting to wholesale banking are: Corporate Banking, Middle-market Banking, Investment Banking, Capital Markets, Wholesale Marketing and Foreign Trade.
Retail Banking: This Division is responsible for managing the Bank’s business relating to individuals. The areas reporting to Retail Banking are: Consumer Banking, Retail Marketing and Quality Assurance, Private Banking, Traditional Channels and Alternative Channels.
Corporate Services: this Division is responsible for providing logistic support for all the organization’s operations. The following areas report to this Division: IT, Operations, Administrative Services and Organization.
Credit: this Division is responsible for defining credit risk management policies, verifying compliance with these policies, and developing the credit assessment models to be applied to the different risk products. It is also responsible for approving credit extensions to the Bank’s customers while ensuring that the credit quality of the Bank’s portfolio is preserved and generating the information on credit risk required by the Bank’s Board of Directors and by the regulatory authorities. The following areas report to this Division: Corporate Credit, Retail Credit and Corporate Recovery.
In addition, the Legal Counsel, Planning and Management Control, Internal Audit, Corporate Programs Management, Human Resources, Institutional Affairs and Chief Economist offices report to the Board of Directors. Messrs. Enrique M. Garda Olaciregui, Raúl H. Seoane, Luis A. Díaz, Benito Silva, Enrique C. Behrends, Diego F. Videla and Nicolas Dujovne are in charge of the aforementioned offices, respectively. Likewise, during the fiscal year under examination, the hierarchy of the Anti-Laundering Unit was increased to that of a department that began to report to the Board of Directors.
The following are the biographies of the Bank’s senior executive officers mentioned above and not provided in the section “—Board of Directors of Banco Galicia” or “—Our Board of Directors” above.
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Pablo Gutierrez:See “—Board of Directors of Banco Galicia” and “—Our Board of Directors.”
Juan Miguel Woodyatt: Mr. Woodyatt was born on October 8, 1955. He obtained a degree in Business Administration from the Universidad Católica Argentina. He has been associated with the Bank since 1990. Mr. Woodyatt is president of B2Agro S.A., Net Investment S.A. and Galicia Private Equity Management Corporation Ltd., a director of Galicia Factoring y Leasing S.A., Tarjetas Cuyanas S.A., AEC S.A., Electrigal S.A., a liquidator of Galicia Advent Private Equity Fund Ltd (in liquidation), Galicia Capital Markets S.A. (in liquidation) and Galicia Equity Analysis S.A. (in liquidation), and an alternate director of Distrocuyo S.A., Inversora Diamante S.A., Hidroeléctrica Diamante S.A., Inversora Nihuiles S.A. and Hidroeléctrica Los Nihuiles S.A..
Daniel Llambías:See “—Board of Directors of Banco Galicia.”
Miguel Angel Peña:Mr. Peña was born on January 22, 1962. He obtained a degree in information systems from the Universidad Nacional Tecnológica. He has been associated with the Bank since 1994. Mr. Peña is a director of Tarjeta Naranja S.A. and an alternate director of Tarjetas Regionales S.A. He is also a voting member of the ONG-Usuaria (Asociación Argentina de Usuarios de la Informática y las Comunicaciones).
Juan Carlos L’Afflitto: Mr. L’Afflitto was born on September 15, 1958. He received a degree in national public accounting at the Universidad de Buenos Aires. He has been associated with the Bank since 1986. Prior to such time, he worked at Morgan, Benedit y Asociados, where he acted as advisor and accountant. He has been a professor at the Universidad Católica Argentina until 1990.
Raúl Héctor Seoane:See “—Board of Directors of Banco Galicia.”
Luis Alberto Díaz:Mr. Díaz was born on April 11, 1945. He obtained a degree in national public accounting from the Universidad de Buenos Aires. He has been associated with the Bank since 1965.
Benito Silva:Mr. Silva was born on May 20, 1944. He received a bachelor’s degree in operational research from the Argentine Ministry of Defense. He has been associated with the Bank since 1989. Prior to such time, he was employed with financial institutions since 1960. Mr. Silva is an alternate director of Tarjetas Cuyanas S.A. and Tarjetas Regionales S.A.
Enrique Carlos Behrends:Mr. Behrends was on born January 31, 1946. He obtained a degree in sociology from the Universidad del Salvador. Mr. Behrends has been associated with the Bank since 1987. Prior to such time, he worked at Arthur Andersen, Coopers & Lybrand and Ernst & Young.
Diego Francisco Videla:Mr. Videla was born on November 7, 1947. He has been associated with the Bank since 1997. Prior to such time, he acted as an advisor in the privatization of Banco de la Provincia de Misiones S.A. Mr. Videla is a voting member of Fundación Policía Federal Argentina and a secretary of Fundación Escuela de Guerra Naval Argentina.
Nicolás Dujovne: Mr. Dujovne was born May 18, 1967. He received a degree in Economics at the Universidad de Buenos Aires and a master’s degree in Economy at the Universidad Torcuato Di Tella. He has been associated with the Bank since 1997. Prior to such time, he worked at Citibank Argentina, Alpha and Macroeconómica. In 1998, he served as chief of advisors to the Secretary of the Argentine Treasury and, in 2000, as representative of the Ministry of Economy at the Argentine Central Bank’s board of directors. He also worked as a consultant for The World Bank. In 2001 he returned to the Bank as the Chief Economist.
Banco Galicia’s Supervisory Committee
Banco Galicia’s bylaws provide for a supervisory committee consisting of three members (“syndics”) and three alternate members (“alternate syndics”). Pursuant to Argentine Law and to the provisions of the Bank’s bylaws, syndics and alternate syndics are responsible of ensuring that all of the Bank’s actions are in accordance with applicable Argentine law. Syndics and alternate syndics do not participate in business management and cannot have managerial functions of any type. Syndics are responsible for, among other things, the preparation of a report
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to the shareholders analyzing the Bank’s financial statements for each year and the recommendation to the shareholders as to whether to approve such financial statements. Syndics and alternate syndics are elected at the ordinary shareholders’ meeting for a one-year term and they can be reelected. Alternate syndics act as alternates in the temporary or permanent absence of a syndic.
The table below shows the composition of Banco Galicia’s supervisory committee as they were reelected by the annual shareholders’ meeting held on April 27, 2006.
| | | | | | | | |
| | Year of | | | | Principal | | Current Term |
Name | | Appointment | | Position | | Occupation | | Ends |
|
Adolfo Héctor Melián | | 2006 | | Syndic | | Lawyer | | December 31, 2006 |
Norberto Daniel Corizzo | | 2006 | | Syndic | | Accountant | | December 31, 2006 |
Raúl Estevez | | 2006 | | Syndic | | Accountant | | December 31, 2006 |
Fernando Noetinger | | 2006 | | Alternate Syndic | | Lawyer | | December 31, 2006 |
Miguel N. Armando | | 2006 | | Alternate Syndic | | Lawyer | | December 31, 2006 |
Ricardo Adolfo Bertoglio | | 2006 | | Alternate Syndic | | Accountant | | December 31, 2006 |
For the biographies of Messrs. Adolfo Héctor Melián, Norberto D. Corizzo, Raúl Estevez, Fernando Noetinger and Miguel Norberto Armando, see “—Our Supervisory Committee.”
Ricardo Adolfo Bertoglio: Mr. Bertoglio obtained a degree in national public accounting at the Universidad de Buenos Aires. He has been associated with the Bank since 2002. He was elected syndic in June 2002 and served as a syndic until April 2006, at which time he was elected alternate syndic. Mr. Bertoglio is also president of Plasmer S.A. and a syndic of Tarjetas Regionales S.A.
Compensation of Banco Galicia’s Directors and Officers
For fiscal year 2005, the Bank’s ordinary shareholders’ meeting held on April 27, 2006, approved remuneration for the Board of Directors in the total amount of Ps.11.5 million, which includes the following:
| • | | total compensation, including salaries, variable compensation and other social benefits for the directors that are also employees and for the technical and administrative functions they perform, in accordance with section 25, subsection 2 of the Bank’s bylaws; and |
|
| • | | compensation for the independent directors. |
The Bank’s Bylaws establish that the Board of Directors may receive incentive remuneration, when corresponding, in an amount approved by the shareholders’ meeting. Such amount shall not exceed 6.0% of the Bank’s net income before income tax or any other tax that may replace it. The incentive remuneration was not paid during fiscal years 2005, 2004 and 2003.
The Bank’s Board of Directors establishes the policy for compensation of the Bank’s personnel. The Bank’s managers receive a fixed compensation and they may receive a variable compensation, based on their performance.
Seven directors and two alternate directors are employees of the Bank and, therefore, receive a fixed compensation and may also receive a variable compensation based on their performance, provided that these additional payments do not exceed the standard levels of similar entities of Argentine’s financial market, a provision that is applicable to managers as well.
The compensation regime includes the possibility of acquiring a retirement insurance policy. The Bank does not maintain a stock-option plan or pension plan or any other retirement plan for the benefit of its directors and managers.
The compensation of the Board of Directors must be approved by the shareholders’ meeting after the end of the fiscal year.
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As a result of the conclusion of the negotiations for the Bank’s foreign debt restructuring during 2004, a limit per fiscal year was established to the aggregate amount that the Board of Directors can receive as an honorarium. Those members of the Board of Directors who also hold executive offices may receive additional payments as compensation for performing said functions, provided that these additional payments do not exceed the standard levels of Argentina’s financial market. Under the terms of the loan agreements entered into by the Bank with its bank creditors to restructure its foreign debt, the Bank has agreed not to make any payment to its management in excess of market compensation.
During 2005, provisions were established by the Bank to cover the variable compensation of the Bank’s Board of Directors and managers for the fiscal year. In March 2006, the Bank’s Board of Directors decided to pay a variable compensation to certain Bank employees, based on the compensation for similar or equal job positions in the labor market, in recognition of the performance and professional development of the respective beneficiaries during fiscal year 2005.
The Bank’s managers received a compensation of Ps.4.8 million for fiscal year 2005. This amount includes the fixed and variable compensations.
In June 2005, the Bank’s Board of Directors decided to pay a compensation to managers and certain Bank employees, based on the evolution of compensations for similar or equal job positions in the labor market, in recognition of the performance and professional development of the respective beneficiaries in the last three and a half years (from July 2001 to December 2004), and with the purpose of retaining the personnel with positions of responsibility in the Bank. The corresponding amount was funded with reserves established by the Bank in prior fiscal years. For the same reasons and based on the same grounds, in the second quarter of 2005, Grupo Galicia made a Ps.12 million one-time payment to the Bank’s directors, for their performance from July 2001 to December 2004.
The Bank had a bonus program with our shares and ADSs, in favor of certain members of the senior management of the Bank and at its controlled or related companies. To this effect, in 2000, the Galicia 2004 Trust was established, which purchased shares and ADSs of Grupo Galicia. In 2001, the beneficiaries were named and the remaining 157,669.40 ADSs of Grupo Galicia, that were part of the Galicia 2004 Trust, were transferred to the Galicia 2005 Trust. In 2003, the Galicia 2004 Trust was early terminated and the shares and ADSs of Grupo Galicia were distributed to the appointed beneficiaries. On May 31, 2006, the Galicia 2005 Trust expired and the shares and ADSs of Grupo Galicia will be returned to the Bank. The beneficiaries of this Trust were never named.
Employees
The following table shows the composition of our staff:
| | | | | | | | | | | | |
| | As of December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
|
Grupo Financiero Galicia S.A | | | 8 | | | | 8 | | | | 8 | |
Banco de Galicia y Buenos Aires S.A | | | 4,118 | | | | 3,946 | | | | 3,831 | |
Branches | | | 2,121 | | | | 1,871 | | | | 1,837 | |
Head Office | | | 1,997 | | | | 2,075 | | | | 1,994 | |
Galicia Uruguay | | | 18 | | | | 19 | | | | 40 | |
Regional Credit-Card Companies | | | 2,586 | | | | 2,216 | | | | 1,951 | |
Sudamericana consolidated | | | 85 | | | | 129 | | | | 132 | |
Other Subsidiaries | | | 34 | | | | 46 | | | | 73 | |
| | | | | | | | | |
Total | | | 6,849 | | | | 6,364 | | | | 6,035 | |
| | | | | | | | | |
We consider our relations with employees to be very good.
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As of December 31, 2005, approximately 7.9% of the Bank’s employees were affiliated with the national bank union. Banco Galicia has not experienced a strike by its employees since 1973. The Bank believes that its relationship with its employees has developed within normal and satisfactory parameters despite the environment created by the 2001-2002 crisis.
We will continue our current policy of monitoring both wage levels and labor conditions in the financial industry in order to be competitive. We do not maintain any pension, profit-sharing or retirement programs for its employees.
The Fundación Banco de Galicia y Buenos Aires is an Argentine non-profit organization that provides various services to Banco Galicia employees. The various activities of the Fundación include, among others, managing the medical services of Banco Galicia employees and their families, purchasing school materials for the children of Banco Galicia employees and making donations to hospitals and other charitable causes, including cultural events. The Fundación has a board of lifetime trustees, certain members of which are members of our Board of Directors and supervisory committee. Members and alternate members of the board of trustees do not receive remuneration for their services as trustees.
Nasdaq Corporate Governance Standards
Pursuant to Nasdaq Marketplace Rule 4350(a), a foreign private issuer may follow home country corporate governance practice in lieu of the requirements of Rule 4350, provided that the foreign private issuer complies with certain mandatory sections of Rule 4350, discloses each requirement of Rule 4350 that it does not follow and describes the home country practice followed in lieu of such requirement. The requirements of Rule 4350 and the Argentine corporate governance practice that we follow in lieu thereof are described below:
| (i) | | Rule 4350(b)(1)(A) – Distribution of Annual and Interim Reports. In lieu of the requirements of Rule 4350(b)(1)(A), we follow Argentine law, which requires that companies make public a Spanish language annual report, including annual audited consolidated financial statements, by filing such annual report with the CNV and the BASE, within 70 calendar days of the end of the company’s fiscal year. Interim reports must be filed with the CNV and the BASE within 42 calendar days of the end of each fiscal quarter. The BASE publishes the annual reports and interim reports in the BASE bulletin and makes the bulletin available for inspection at its offices. In addition, our shareholders can receive copies of annual reports and any interim reports upon such shareholders’ request. English language translations of our annual reports and interim reports are furnished to the SEC. We also post the English language translation of our annual reports and quarterly press releases on our website. Furthermore, under the terms of the Second Amended and Restated Deposit Agreement, dated as of June 22, 2000, among us, The Bank of New York, as depositary, and owners of ADSs issued thereunder, we are required to furnish The Bank of New York with, among other things, English language translations of our annual reports and each of our quarterly press releases. Annual reports and quarterly press releases are available for inspection by ADR holders at the offices of The Bank of New York located at, 101 Barclay Street, 22nd Floor, New York, New York. Finally, Argentine law requires that 20 calendar days before the date of a shareholders’ meeting, the board of directors must provide to the shareholders, at the company’s executive office or through electronic means, all information relevant to the shareholders’ meeting, including copies of any documents to be considered by the shareholders (which includes the annual report), as well as proposals of the company’s board of directors. |
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| (ii) | | Rule 4350(c)(1) – Majority of Independent Directors. In lieu of the requirements of Rule 4350(c)(1), we follow Argentine law which does not require that a majority of the board of directors be comprised of independent directors. Argentine law instead requires that public companies in Argentina such as us must have a sufficient number of independent directors to be able to form an audit committee of at least three members, the majority of which must be independent pursuant to the criteria established by the CNV. In addition, because we are a “controlled company” as defined in Rule 4350(c)(5), we are relying on the exemption provided thereby for purposes of complying with Rule 4350(c)(1). |
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| (iii) | | Rule 4350(c)(2) – Executive Sessions of the Board of Directors. In lieu of the requirements of Rule 4350(c)(2), we follow Argentine law which does not require independent directors to hold regularly |
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| | | scheduled meetings at which only such independent directors are present (i.e., executive sessions). Our board of directors as a whole is responsible for monitoring our affairs. In addition, under Argentine law, the Board of Directors may approve the delegation of specific responsibilities to designated directors or non-director managers of the company. Also, it is mandatory for public companies to form a supervisory committee (composed ofsyndics) which is responsible for monitoring the legality of the company’s actions under Argentine law and the conformity thereof with its by-laws. Finally, our audit committee has regularly scheduled meetings and, as such, such meetings will serve a substantially similar purpose as executive sessions. |
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| (iv) | | Rule 4350(c)(3) – Compensation of Officers. In lieu of the requirements of Rule 4350(c)(3), we follow Argentine law which does not require companies to form a compensation committee comprised solely of independent directors. It also is not required in Argentina for the compensation of the chief executive officer and all other executive officers to be determined by either a majority of the independent directors or a compensation committee comprised solely of independent directors. Under Argentine law, the board of directors is the corporate body responsible for determining the compensation of the chief executive officer and all other executive officers, so long as they are not directors. In addition, under Argentine law, the audit committee shall give its opinion about the reasonableness of management’s proposals on fees and option plans for directors or managers of the company. Finally, because we are a “controlled company” as defined in Rule 4350(c)(5), we are relying on the exemption provided thereby for purposes of complying with Rule 4350(c)(3). |
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| (v) | | Rule 4350(c)(4) – Nomination of Directors. In lieu of the requirements of Rule 4350(c)(4), we follow Argentine law which requires that directors be nominated directly by the shareholders at the shareholders’ meeting and that they be selected and recommended by the shareholders themselves. Under Argentine law, it is the responsibility of the ordinary shareholders’ meeting to appoint and remove directors and to set their compensation. In addition, because we are a “controlled company” as defined in Rule 4350(c)(5), we are relying on the exemption provided thereby for purposes of complying with Rule 4350(c)(4). |
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| (vi) | | Rule 4350(d)(1) – Audit Committee Charter. In lieu of the requirements of Rule 4350(d)(1), we follow Argentine law which requires that audit committees have a charter but does not require that companies certify as to the adoption of the charter nor does it require an annual review and assessment thereof. Argentine law instead requires that companies prepare a proposed plan or course of action with respect to those matters which are the responsibility of the company’s audit committee. Such plan or course of action could, at the discretion of our audit committee, include a review and assessment of the audit committee charter. |
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| (vii) | | Rule 4350(d)(2) – Audit Committee Composition. Argentine law does not require that companies have an audit committee comprised solely of independent directors and it is equally not customary business practice in Argentina to have such a committee. Argentine law instead requires that companies establish an audit committee with at least three members comprised of a majority of independent directors as defined by Argentine law. Nonetheless, although not required by Argentine law, we have a three member audit committee comprised of entirely independent directors, as independence is defined in Rule 10(A)-3(b)(1), one of which the Board has determined to be an audit committee financial expert. In addition, we have a supervisory committee (“comisión fiscalizadora”) composed of three ‘syndics’ which are in charge of monitoring the legality, under Argentine law, of the actions of our board of directors and the conformity of such actions with our by-laws. |
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| (viii) | | Rule 4350(f) – Quorum. In lieu of the requirements of Rule 4350(f), we follow Argentine law and our bylaws, which distinguish between ordinary meetings and extraordinary meetings and require, in connection with ordinary meetings, that a quorum consist of a majority of stock entitled to vote. If no quorum is present at the first meeting, a second meeting may be called at which the shareholders present, whatever their number, constitute a quorum and resolutions may be adopted by an absolute majority of the votes present. Argentine law, and our bylaws, require in connection with extraordinary meetings, that a quorum consist of 60% of the stock entitled to vote. However, if such quorum is not present at the first meeting, our bylaws provide that a second meeting may be called which may be held with the number of |
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| | | shareholders present. In both ordinary and extraordinary meetings, decisions are adopted by an absolute majority of votes present at the meeting, except for certain fundamental matters (such as mergers and spin-offs (when we are not the surviving entity and the surviving entity is not listed on any stock exchange), anticipated liquidation, change in our domicile to outside of Argentina, total or partial recapitalization of our statutory capital following a loss, any transformation in our corporate legal form or a substantial change in our corporate purpose) which require an approval by vote of the majority of all the stock entitled to vote (all stock being entitled to only one vote). |
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| (ix) | | Rule 4350(g) – Solicitation of Proxies. In lieu of the requirements of Rule 4350(g), we follow Argentine law which requires that notices of shareholders’ meetings be published, for five consecutive days, in the Official Gazette and in a widely circulated newspaper in Argentina no earlier than 45 calendar days prior to the meeting and at least 20 calendar days prior to such meeting. In order to attend a meeting and be listed on the meeting registry, shareholders are required to submit evidence of their book-entry share account held at Caja de Valores up to three business days prior to the scheduled meeting date. If entitled to attend the meeting, a shareholder may be represented by proxy (properly executed and delivered with a certified signature) granted to any other person, with the exception of a director, syndic, member of the surveillance committee (“consejo de vigilancia”), manager or employee of the issuer, which are prohibited by Argentine law from acting as proxies. In addition, our ADS holders receive, prior to the shareholders’ meeting, a notice listing the matters on the agenda, a copy of the annual report and a voting card. |
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| (x) | | Rule 4350(h) – Conflicts of Interest. In lieu of the requirements of Rule 4350(h), we follow Argentine law which requires that related party transactions be approved by the audit committee when the transaction exceeds one percent (1%) of the corporation’s net worth, measured pursuant to the last audited balance sheet, so long as the relevant transaction exceeds the equivalent of three hundred thousand Argentine Pesos (Ps.300,000). Directors can contract with the corporation only on terms consistent with prevailing market terms. If the contract is not in accordance with prevailing market terms, such transaction must be pre-approved by the board of directors (excluding the interested director). In addition, under Argentine law, a shareholder is required to abstain from voting on a business transaction in which its interests may be in conflict with the interests of the company. In the event such shareholder votes on such business transaction and such business transaction would not have been approved without such shareholder’s vote, such shareholder may be liable to the company for damages and the resolution may be declared void. |
Other than as noted above, we are in full compliance with all other applicable Nasdaq corporate governance standards.
Share Ownership
For information on the share ownership of our directors and executive officers as of December 31, 2005, see Item 7. “Major Shareholders and Related Party Transactions—Major Shareholders.”
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Item 7. Major Shareholders and Related Party Transactions
Major Shareholders
As of March 31, 2006, our capital structure was made up of class A shares, each of which is entitled to five votes and class B shares, each of which is entitled to one vote. As of March 31, 2006, we had 1,241,407,017 shares outstanding composed of 281,221,650 class A shares and 960,185,367 class B shares (395,653,520 of which were evidenced by 39,565,352 ADSs).
Our controlling shareholders are members of the Escasany, Ayerza and Braun families and the Fundación. As of March 31, 2006, the controlling shareholders owned 100% of our class A shares, through EBA Holding, which in turn owns 22.7% of our total outstanding shares, and 11.1% of our class B shares.
Based on information that is available to us, the table below sets forth, as of March 31, 2006, the number of our class A and class B shares held by holders of more than 5% of each class of shares, the percentage of each class of shares held by such holder, and the percentage of votes that each class of shares represent as a percentage of our total possible votes.
Class A Shares
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Name | | Class A Shares | | % of Class A Shares | | % of Total Votes |
EBA Holding S.A. | | 281,221,650 class A shares | | | 100 | | | | 59.4 | |
Class B Shares
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Name | | Class B Shares | | % of Class B Shares | | % of Total Votes |
The Bank of New York(1) | | 395,653,520 class B shares | | | 41.2 | | | | 16.7 | |
Members of the families that are shareholders of EBA Holding S.A. | | 106,453,926 class B shares | | | 11.1 | | | | 4.5 | |
Banco Santander Central Hispano(2) | | 82,741,540 class B shares | | | 8.6 | | | | 3.5 | |
M.V.B.A.(3) | | 63,101,221 class B shares | | | 6.6 | | | | 2.7 | |
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(1) | | Pursuant to the requirements of Argentine law, all class B shares represented by ADSs are owned of record by The Bank of New York, as Depositary. The address for the Bank of New York is 101 Barclay Street, 22nd Floor, New York 10286, and the country of organization is the United States. Includes the holdings of Banco Santander Central Hispano. |
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(2) | | Information is based on a Schedule 13 G filed by Banco Santander Central Hispano dated February 16, 2001. However, we have confirmed the amount with information provided by third party companies. The address for Banco Santander Central Hispano is Plaza de Canalejas 28014, Madrid, Spain, and the country of organization is the Kingdom of Spain. The holding is in ADRs. |
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(3) | | Information is based on Caja de Valores files. MVBA(Mercado de Valores de Buenos Aires) acts as custodian for individual shareholders when they deposit the shares as a guarantee for cash advances. As of March 31, 2006, the shares deposited with MVBA corresponded to 1,333 individual accounts. The address for MVBA is 25 de Mayo 367, 9th Floor, Buenos Aires, Argentina, and the country of organization is Argentina. |
Based on information that is available to us, the table below sets forth, as of March 31, 2006, the shareholders that either directly or indirectly have more than 5% of our votes or shares.
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Name | | Total Shares | | % of Total Capital | | % of Total Votes |
Members of the controlling shareholders: | | | | | | | | | | |
EBA Holding S.A. | | 281,221,650 class A shares | | | 22.7 | | | | 59.4 | |
Members of the families that are shareholders of EBA Holding S.A. | | 106,453,926 class B shares | | | 8.6 | | | | 4.5 | |
Others: | | | | | | | | | | |
The Bank of New York(1) | | 395,653,520 class B shares | | | 31.9 | | | | 16.7 | |
Banco Santander Central Hispano | | 82,741,540 class B shares | | | 6.7 | | | | 3.5 | |
M.V.B.A. | | 63,101,221 class B shares | | | 5.1 | | | | 2.7 | |
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(1) | | Pursuant to the requirements of Argentine law, all class B shares represented by ADSs are owned of record by The Bank of New York, as Depositary. |
Members of the three controlling families have historically owned the majority of the issued share capital of Banco Galicia since 1959. Members of the Escasany family have been on the Board of Directors of the Bank since 1923. The Ayerza and Braun families have been represented on the Board of Directors of the Bank since 1943 and 1947, respectively. Currently, there is one member of the controlling families on the Bank’s Board of Directors and four members of these families on our Board of Directors. In addition, there are two alternate directors on our Board of Directors that are members of the controlling families.
On September 13, 1999, the controlling shareholders of Banco Galicia formed EBA Holding S.A., an Argentine corporation, which is 100% owned by our controlling shareholders. EBA Holding holds 100% of our class A shares.
Currently, EBA Holding only has class A shares outstanding. EBA Holding’s bylaws provide for certain restrictions on the sale or transfer of its class A shares. While the class A shares of EBA Holding may be transferred to any other class A shareholder of EBA Holding, any transfer of such class A shares to third parties would automatically result in the conversion of the sold shares into class B shares, having one vote per share, of EBA Holding. In addition, EBA Holding’s bylaws contain rights of first refusal, buy-sell provisions and tag-along rights.
A public shareholder of Banco Galicia, who indirectly owns in excess of 5% of the outstanding capital stock of Banco Galicia, has granted a right of first refusal for the purchase of all or part of its shares to certain of our controlling shareholders in the event such public shareholder decides to sell all or part of its Banco Galicia shares.
As of March 31, 2006, we had 64 identified United States record shareholders (not considering The Bank of New York), of which 31 held our class B shares, 31 held our ADSs and 2 held combined our class B shares and our ADSs. Such United States holders, in the aggregate, held approximately 161.0 million of our class B shares, directly or through ADSs, representing approximately 13.0% of our total outstanding capital stock as of March 31, 2006.
Related Party Transactions
We are not a party to any transactions with, and have not made any loan to, any of our directors, key management personnel or other related persons, nor are there any proposed transactions with such persons.
Some of our directors and the directors of Banco Galicia have been involved in certain credit transactions with Banco Galicia as permitted by Argentine law. The Argentine Corporations’ Law and the Argentine Central Bank’s regulations allow directors of a limited liability company to enter into a transaction with such company if such transaction follows prevailing market conditions. Additionally, lending to persons or entities affiliated with Banco Galicia is subject to the regulations of the Argentine Central Bank. Such regulations set limits on the amount of financial assistance (as that term is defined by the Argentine Central Bank) that can be extended to affiliates based on, among other things, a percentage of the Bank’s Adjusted Shareholders’ Equity. See Item 4. “Information on the Company—Argentine Banking System and Regulation—Argentine Banking Regulation—Lending Limits.”
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Banco Galicia is required by the Argentine Central Bank to present to its Board of Directors, on a monthly basis, a list of the outstanding amount of financial assistance to directors, controlling shareholders, officers and other related entities which is transcribed in the minute books of the Board of Directors. The Argentine Central Bank’s rules establish that loans to directors, controlling shareholders, officers and other related entities must be granted on an equal basis with respect to rates, tenor and guarantees as loans granted to the general public. In 2002, the granting of new financial assistance was suspended given that, as a result of the financial assistance that the Bank had received from the Argentine Central Bank, through its Resolution No. 81/02, the Argentine Central Bank prohibited the Bank from granting new financial assistance to related parties, for as long as such assistance is outstanding.
In this section “financial assistance” refers to Argentine Central Bank’s definition of that term and comprises equity interests and all other credit related items such as loans, holdings of corporate debt securities without quotation, guarantees granted and unused balances of loans granted. See “Item 4. Information on the Company — Argentine Banking System and Regulation — Argentine Banking Regulation — Lending Limits.” “Related parties” refers to our directors and the directors of Banco Galicia, our senior officers and senior officers of Banco Galicia, our syndics and Banco Galicia’s syndics, our controlling shareholders as well as all individuals who are related to them by a family relationship of first degree and any entities directly or indirectly affiliated with any of these parties, not required to be consolidated.
As of April 30, 2006, the latest period for which information is available, an aggregate amount of Ps.77.0 million in financial assistance granted by the Bank to related parties was outstanding. As of that date, the total amount of this financial assistance was distributed among 175 individuals and 44 companies, with the average amount of financial assistance being Ps.0.4 million. The single largest amount of financial assistance outstanding as of April 30, 2006, was Ps.19.8 million for Marín S.A., a holding company.
As of December 31, 2005, an aggregate amount of Ps.78.0 million in financial assistance granted by the Bank to related parties was outstanding. This was distributed among 160 individuals and 44 companies, with the average amount of financial assistance being Ps.0.4 million. The single largest amount of financial assistance outstanding as of December 31, 2005, was Ps.19.3 million for Marín S.A., a holding company.
The following table presents, as of December 31, 2005 and as of April 30, 2006, the latest period for which information is available, the amount of credit extended by Banco Galicia to related parties in excess of Ps.0.5 million in aggregate that was outstanding as of those dates. Credit includes unsecured loans, mortgage and personal loans, credit-card financing (revolving amounts plus all financing through credit-cards arising from the payment of purchases made with credit cards in monthly installments, not yet due as of the dates indicated), amounts in connection with fees on different bank products not yet due as of the dates indicated, overdrafts (including unused balances granted), leasings, negotiable obligations held and guarantees granted.
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| | Product | | As of December 31, 2005 | | As of April 30, 2006 |
In millions of pesos, except | | | | Number of | | Interest | | | | | | Number of | | Interest | | |
percentages | | | | Recipients | | Rate | | Balance | | Recipients | | Rate | | Balance |
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Marín S.A. | | Loan(1) | | | | | | | 7.2 | % | | Ps. | 19.3 | | | | | | | | 7.2 | % | | Ps. | 19.8 | |
| | Total | | | 1 | | | | | | | | 19.3 | | | | 1 | | | | | | | | 19.8 | |
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Inversora en Servicios S.A. | | Loan(1) | | | | | | | 6.0 | | | | 13.3 | | | | | | | | 6.0 | | | | 13.6 | |
| | Total | | | 1 | | | | | | | | 13.3 | | | | 1 | | | | | | | | 13.6 | |
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| | Guarantee Granted | | | | | | | — | | | | 0.4 | | | | | | | | — | | | | 0.4 | |
S.A. Importadora y Exportadora | | Negotiable Obligations (1) | | | | | | | 8.9 | | | | 4.1 | | | | | | | | 8.9 | | | | 3.5 | |
de la Patagonia | | Other | | | | | | | — | | | | — | | | | | | | | — | | | | 0.1 | |
| | Total | | | 1 | | | | | | | | 4.5 | | | | 1 | | | | | | | | 4.0 | |
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Hidroeléctrica Diamante S.A. | | Guarantee Granted | | | | | | | — | | | | 2.0 | | | | | | | | — | | | | 2.0 | |
| | Total | | | 1 | | | | | | | | 2.0 | | | | 1 | | | | | | | | 2.0 | |
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Santiago de Compostela | | (2) | | | | | | | — | | | | 1.0 | | | | | | | | | | | | — | |
Promotora de Seguros S.A. | | Total | | | 1 | | | | | | | | 1.0 | | | | | | | | | | | | — | |
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Fabrinor Argentina S.R.L. | | Loan(1) | | | | | | | 8.9 | % | | | 0.5 | | | | | | | | | | | | — | |
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| | Product | | As of December 31, 2005 | | As of April 30, 2006 |
In millions of pesos, except | | | | Number of | | Interest | | | | | | Number of | | Interest | | |
percentages | | | | Recipients | | Rate | | Balance | | Recipients | | Rate | | Balance |
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| | Total | | | 1 | | | | | | | | 0.5 | | | | | | | | | | | | — | |
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Other Companies | | Various | | | 38 | | | | — | | | | 0.9 | | | | 40 | | | | — | | | | 0.8 | |
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Related Individuals | | Various | | | 160 | | | | — | | | | 2.3 | | | | 175 | | | | — | | | | 2.5 | |
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Total | | Various | | | 204 | | | | — | | | | 43.8 | | | | 219 | | | | — | | | | 42.7 | |
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(1) | | Restructured after the 2001-2002 crisis. |
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(2) | | Amount paid for the purchase of a system, for which the transfer of property was completed after the fiscal year end. |
As of December 31, 2004, an aggregate amount of Ps.80.7 million in financial assistance granted by the Bank to related parties was outstanding. This was distributed among 175 individuals and 45 companies, with the average amount of financial assistance being Ps.0.4 million. The single largest amount of financial assistance outstanding as of December 31, 2004, was Ps.16.8 million for Marín S.A., a holding company.
As of December 31, 2003, an aggregate amount of Ps.129.5 million in financial assistance granted by the Bank to related parties was outstanding. This was distributed among 159 individuals and 50 companies, with the average amount of financial assistance being Ps.0.6 million. The single largest amount of financial assistance outstanding as of December 31, 2003, was Ps.30.7 million for Freddo S.A., a company in the food industry whose shares the Bank received through a trust as payment on a defaulted debt.
The financial assistance, including the financial assistance that was restructured, was granted in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other non-related parties, and did not involve more than the normal risk of collectibility or present other unfavorable features.
The Bank and us have executed a trademark license agreement under which the Bank has authorized us to use the word “Galicia” in our corporate name and has authorized our direct or indirect subsidiaries, other than those of the Bank, to use in their corporate names the Bank’s registered trademarks, including the word “Galicia,” in promoting their products and services. The trademark license agreement has a 10-year term, commencing as of July 1, 2000, and provides for payment of an annual royalty that amounted to Ps.824,500 in 2005.
Item 8. Financial Information
We have elected to provide the financial information set forth in Item 18 of this annual report.
Legal Proceedings
We are party to the following legal proceedings:
(i) Theseus S.A. and Lagarcué S.A. v. Grupo Financiero Galicia S.A. Summary Proceeding: This suit was filed on September 6, 2002. The suit is seeking to have Decree No.677/01 and Resolutions No.400/02, No. 401/02 and No. 402/02 of the CNV declared unconstitutional, thereby curtailing our ability thereunder to exclude minority shareholders. The plaintiff obtained an injunction on September 26, 2003, which would prohibit us, in the event that we become the owner of more than 95% of Banco Galicia (as of the date of this annual report we own less than 95% of Banco Galicia), from taking advantage of the above rules to exclude minority shareholders. On October 29, 2004, the court found Chapter VII of Decree No. 677/01 to be unconstitutional. We and the plaintiff both appealed and the case was transferred to theCámara Nacional de Apelaciones en lo Comercial(The National Commercial Appeals Chamber). On February 27, 2006, The “B” courtroom of the National Commercial Appeals Chamber decided to accept the appeal presented by us against the ruling on the main file and, consequently revoked the sentence that had declared unconstitutional Decree No. 677/01 and Resolutions No. 400/02, No. 401/02 and No. 402/02 of the CNV. Pursuant to this, on March 16, 2006, the same courtroom resolved that since the causes that had motivated the rise of the suit to an injunction did not exist, the suit was abstract and, therefore, it was dispatched to the lower court of origin. Consequently, we will request that the injunction be lifted. It should be noted that the matter, in itself, is not monetarily measurable.
(ii) Theseus S.A.et al.v. Banco de Galicia y Buenos Aires S.A. and Grupo Financiero Galicia S.A. Ordinary Proceeding: This suit was filed on March 11, 2003. The proceeding’s purpose is to have the court
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“declare null the corporate legal act done by Grupo Galicia with the cooperation of Banco Galicia pursuant to which there was an exchange of class B shares of Banco Galicia for class B shares of Grupo Galicia.” We and Banco Galicia have answered the claim, arguing in defense that the transaction was done in adequate legal terms and, among other things, that there was not one act of exchange of shares but rather as many legal acts (exchange agreements) as there were shareholders who tendered their Banco Galicia shares to receive our shares (i.e., 3,172 legal acts). Therefore, in order to nullify all of the exchange contracts, it would be necessary that every single person who tendered shares be named in the suit, not just Banco Galicia and us. The material effect that the suit could have, if it were successful, which is considered unlikely, is not monetarily measurable, since these additional defendants have not been included in the suit. Currently, this suit is in the discovery stage.
We do not expect that these suits will have a significant adverse effect on our financial condition or profitability.
Banco Galicia
In response to legal proceedings, Banco Galicia has made reserves to cover (i) various types of claims filed by customers against Banco Galicia (e.g., claims for thefts from safe deposit boxes, the cashing of checks that had been fraudulently altered, discrepancies related to deposit and payment services rendered to its customers by the Bank, etc.) and (ii) estimated amounts payable under labor related lawsuits filed against Banco Galicia by former employees. Please refer to the captions “Litigation” and “For Severance Payments” in note 12 to our audited consolidated financial statements for additional information concerning our reserves to cover these potential liabilities.
Additionally, the Bank is subject to court orders in connection withamparoclaims, mandating the reimbursement of deposits in connection with the establishment, in December 2001, of the so called “corralito” and the compulsory conversion into pesos and rescheduling of bank deposits implemented by the Argentine Government at the beginning of 2002 (the so called “corralón”). The amount that the Bank has had to pay to comply with these court orders has been significant, as disclosed in our audited consolidated financial statements. As of December 31, 2005 the court orders demanding payment as a consequence of such legal actions amounted up to Ps.16.0 million and US$615.2 million and the Bank had paid, as of such date, Ps.41,092.3 million and US$112.0 million. The emergency laws have been declared unconstitutional by most upper and lower courts. Up to date, the Argentine Supreme Court has ruled on particular cases in connection with the pesification of deposits, declaring in one case in favor of the constitutionality of the pesification measures taken by the Executive Branch of the Argentine Government. We cannot anticipate the final resolution of cases under similar situations given the fact that, under Argentine law, the Supreme Court rulings are not mandatory for lower courts. Nevertheless, this ruling is expected to be highly observed by lower courts. During this fiscal year, the number ofamparoclaims filed has significantly decreased.
As a result of the Bank’s decision in May 2002 to suspend payments on its dollar-denominated foreign debt governed by foreign law, various creditors instituted legal proceedings in order to recover their lendings. Such dollar-denominated foreign debt was restructured in May 2004 with the participation of a high percentage of creditors (98.2%). As of the date hereof, we do not believe that an adverse result in such proceedings in the aggregate would have a significant adverse effect on the Bank’s financial condition or its profitability.
Banco Europeo para América Latina S.A. (“BEAL”) has begun a legal proceeding against the Bank seeking the recovery of US$11 million in connection with the compulsory conversion into pesos of three forward currency contracts. Dollar amounts subject to these forward contracts were converted into pesos in accordance with Decree No.214/02, Decree No.992/02 and Argentine Central Bank Communiqué “A” 3967. The Bank has paid BEAL all outstanding amounts due under the contracts as provided for by the above mentioned regulations. In the suit, BEAL claims that the Bank made only a partial payment and contests the compulsory conversion of the original contract amounts. The Bank answered the complaint. On November 21, 2005, the court ordered the Bank to pay the dollar amounts specified by the forward currency contracts signed, net of the amount of pesos that BEAL had to deliver in turn, according to the same contracts, after deducting the amount of pesos paid by the Bank on August 15, 2002, plus interests accrued according to the valid Libo rate, non-capitalizable, from each due date until the payment was made effective. The judge imposed all court costs and attorneys’ fees related to the suit on the Bank. The ruling was
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appealed by the Bank. We do not expect the result of such claim will have a significant adverse effect on the Bank’s financial condition or its profitability.
Bank of America N.A. has sued the Argentine Government over the constitutionality of Decree No. 992/02 and relevant regulations issued thereunder. Banco Galicia and the Argentine Central Bank have been named as third parties in connection with a transaction involving forward contracts subject to Argentine Law, which the Bank settled in compliance with such Decree, as it was obligated to, and for which Bank of America N.A. is claiming payment, in the event the above decree is found unconstitutional, of US$8.1 million. The National Commercial Appeals Chamber has ruled that it does not have the jurisdictional competence to adjudicate the proceeding and has ordered that it be sent to the Justicia Federal Civil y Comercial de la Capital Federal (The Federal Civil and Commercial Judiciary of the Argentine Federal Capital). At a hearing held on October 25, 2005, Bank of America N.A. renounced its right to a deposition of the defendant and the court ordered that an official letter be sent to the Argentine Central Bank, requesting different reports. At its current stage, it is not expected that the proceeding would have a significant adverse effect on the Bank’s condition or its profitability.
Dividend Policy and Dividends
Dividend Policy
We may only declare and pay dividends out of our retained earnings representing the profit realized on our operations and investments. The Argentine Corporations’ Law and our bylaws state that no profits may be distributed until prior losses are covered. Dividends paid on our class A shares and class B shares will equal one another on a per share basis.
As required by the Argentine Corporations’ Law, 5% of our net income is allocated to a legal reserve until the reserve equals 20% of our outstanding capital. Dividends may not be paid if the legal reserve has been impaired until it is fully restored. The legal reserve is not available for distribution to shareholders.
As a holding company, our principal source of cash from which to pay dividends on our shares is dividends or other intercompany transfers from our subsidiaries, primarily Banco Galicia. Due to the dividend restrictions contained in the Bank’s loan agreements and in Argentine Central Bank regulations, as described below, our ability to distribute cash dividends to our shareholders has been materially and adversely affected.
Our ability to pay dividends to our shareholders in the future will principally depend on (i) our net income (on a consolidated basis), (ii) availability of cash and (iii) applicable legal requirements.
Holders of our ADSs will be entitled to receive any dividends payable in respect of our underlying class B shares. We will pay cash dividends to the ADS depositary in pesos, although we reserve the right to pay cash dividends in any other currency, including dollars. The ADS deposit agreement provides that the depositary will convert cash dividends received by the ADS depositary in pesos to dollars and, after deduction or upon payment of fees and expenses of the ADS depositary and deduction of other amounts permitted to be deducted from such cash payments in accordance with the ADS deposit agreement (such as for unpaid taxes by the ADS holders in connection with personal asset taxes or otherwise), will make payment to holders of our ADSs in dollars.
Under the loan agreements entered into by the Bank in connection with its foreign debt restructuring, the Bank may only pay dividends on its capital stock if there is no event of default under the loan agreements and only after the aggregate principal amount of the long term instruments and medium term instruments (together, but excluding the subordinated debt instruments maturing in 2019, the “senior debt”) issued in its foreign debt restructuring is equal to or less than 50% of the originally issued senior debt. If the Bank is able to pay dividends, it is required to repay US$2 of the long term instruments issued in its foreign debt restructuring for each US$1 of dividends paid on its capital stock.
Argentine Central Bank regulations further restrict the distribution of cash dividends by the Bank.
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Communiqué “A” 3785 establishes that the Bank should adjust its earnings to be distributed as cash dividends by the difference between the market value and the carrying value of the Compensatory Bond and the Hedge Bond after netting the legal reserve and other reserves established by the Bank’s bylaws.
In addition, the ordinary and extraordinary meeting of shareholders of the Bank held on April 28, 2005 resolved that the negative balance in the Bank’s “Retained Earnings” account be absorbed by partially using the legal reserve. In accordance with Argentine Central Bank regulations, should the Legal Reserve be used to absorb losses, earnings shall be distributed only if the value of the Legal Reserve exceeds 20% of the capital stock plus the capital adjustment. Likewise, Argentine Central Bank regulations establish that, for the purposes of determining distributable balances, the minimum presumed income tax assets carried by the Bank shall be deducted from retained earnings, except when establishing the legal reserve. In accordance with such rules, the meeting of the Bank’s shareholders held on April 27, 2006, resolved that the Ps.191.0 million net income recorded by the Bank in 2005 be distributed as follows: Ps.90.5 million to the legal reserve (thus restoring the required level) and Ps.100.5 million to a discretionary reserve.
In light of the restrictions on Banco Galicia’s ability to make distributions, our current policy is to retain earnings and cash flows to pay for our operating expenses and to support the growth of our business.
Dividends
We have not paid any dividends since March 2001, due to the fact that Banco Galicia did not post any income that could be distributed as a result of the crisis and the abovementioned restrictions.
The last cash dividend we received from Banco Galicia was in October 2001 for Ps.116.4 million, but those funds were deposited at Galicia Uruguay. The deposits we maintained at Galicia Uruguay that may have otherwise been available for distribution or to pay our operating expenses, were restructured and most of such deposits were converted into subordinated negotiable obligations for US$43 million. On July 13, 2005, we resolved to forgive said subordinated negotiable obligations issued by Galicia Uruguay, in order to strengthen its financial condition.
Our earning per share and per ADS was Ps.0.086 and Ps.0.860, respectively, for the year ending December 31, 2005. Each ADS represents 10 common shares.
Significant Changes
No significant changes have occurred since the date of the annual financial statements included in this annual report except for the following:
| – | | During the first four months of 2006, the Bank made payments on the financial assistance from the Argentine Central Bank for Ps.2,678.2 million, reducing this debt to Ps.2,768.8 million as of April 30, 2006, from Ps.5,314.9 million as of December 31, 2005. The payment amounts include mainly payments made in advance on such liability (Ps.2,550.4 million, which were made using the proceeds from the sale of public-sector assets granted as collateral for this liability, which proceeds continued to serve as collateral until applied), as well as the installments paid in accordance with the amortization schedule, until April 30, 2006. Given that the sales modified the cash flow of the assets granted as collateral and that the payments made modified the amounts due, the repayment schedule of this liability was also modified, the number of monthly installments becoming 65, from March 2004. |
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| – | | After the end of fiscal year 2005, the Bank sold Bogar and Secured Loans, as a result of which our exposure to the Argentine public sector decreased as compared to the fiscal year’s end. A Ps.15.0 million loss was associated to these sales due to differences between the selling price and the respective book value of the assets sold and, also, to the time lag existing between the sale transactions and the application of their proceeds to the repayment of the liability. As of April 30, 2006 the balance of Secured Loans and Bogar in our books amounted to Ps.4,199.9 million and Ps.2,756.2 million, respectively. |
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Item 9. The Offer and Listing
Shares and ADSs
Our class B shares are listed on the BASE and the Córdoba Stock Exchange under the symbol “GGAL.” Our ADSs, each representing ten class B shares, are listed on the Nasdaq Capital Market, under the symbol “GGAL.” Our ADSs have been listed on the Nasdaq Capital Market since August 2002. Previously, our ADSs were listed on the Nasdaq National Market since July 24, 2000.
On May 13, 2004, we issued 149.0 million preferred shares in connection with the restructuring of the foreign debt of the Bank’s Head Office and its Cayman Branch. Under the terms and conditions of the restructuring, our preferred shares were automatically converted into class B shares on May 13, 2005. Our preferred shares have been listed on the BASE and the Córdoba Stock Exchange under the symbol “GGAL6” between May 13, 2004 and May 12, 2005.
The following tables present for the periods indicated the high and low closing prices and the average trading volume of our class B shares and preferred shares on the BASE as reported by the BASE and the high and low closing prices and the average trading volume of our ADSs on Nasdaq as reported by the Nasdaq National Market and the Nasdaq Capital Market. There has been low trading volume of our class B shares on the Córdoba Stock Exchange. The following prices have not been adjusted for any stock dividends and/or stock splits.
Grupo Galicia — Class B Shares-Buenos Aires Stock Exchange (in Pesos)
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| | | | | | | | | | Average Daily Volume |
| | High | | Low | | (in thousands of Class B shares) |
Calendar Year | | | | | | | | | | | | |
2000(from July 24, 2000) | | Ps. | 1.78 | | | Ps. | 1.15 | | | | 940.6 | |
2001(1) | | | 2.19 | | | | 0.40 | | | | 2,908.7 | |
2002 | | | 0.74 | | | | 0.12 | | | | 3,358.0 | |
2003 | | | 2.02 | | | | 0.69 | | | | 4,175.3 | |
2004(2) | | | 2.61 | | | | 1.42 | | | | 5,571.5 | |
2005 | | | 2.81 | | | | 2.06 | | | | 4,784.6 | |
| | | | | | | | | | | | |
Two Most Recent Fiscal Years | | | | | | | | | | | | |
2004 | | | | | | | | | | | | |
First Quarter | | | 2.61 | | | | 1.96 | | | | 5,199.9 | |
Second Quarter(2) | | | 2.39 | | | | 1.42 | | | | 5,887.6 | |
Third Quarter | | | 1.96 | | | | 1.42 | | | | 4,667.6 | |
Fourth Quarter | | | 2.57 | | | | 1.94 | | | | 6,534.0 | |
2005 | | | | | | | | | | | | |
First Quarter | | | 2.81 | | | | 2.13 | | | | 6,232.6 | |
Second Quarter(2) | | | 2.60 | | | | 2.06 | | | | 5,238.9 | |
Third Quarter | | | 2.53 | | | | 2.19 | | | | 4,050.2 | |
Fourth Quarter | | | 2.51 | | | | 2.06 | | | | 3,592.8 | |
2006 | | | | | | | | | | | | |
First Quarter | | | 2.40 | | | | 2.11 | | | | 2,471.0 | |
Second Quarter (through May 31, 2006) | | | 2.32 | | | | 1.81 | | | | 2,336.9 | |
| | | | | | | | | | | | |
Most Recent Six Months | | | | | | | | | | | | |
November 2005 | | | 2.48 | | | | 2.16 | | | | 3,243.6 | |
December 2005 | | | 2.19 | | | | 2.06 | | | | 3,556.5 | |
January 2006 | | | 2.24 | | | | 2.11 | | | | 2,629.3 | |
February 2006 | | | 2.27 | | | | 2.18 | | | | 2,398.0 | |
March 2006 | | | 2.40 | | | | 2.24 | | | | 2,379.2 | |
April 2006 | | | 2.32 | | | | 2.15 | | | | 1,952.7 | |
May 2006 | | | 2.27 | | | | 1.81 | | | | 2,666.3 | |
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(1) | | On March 23, 2001, our class B shares began trading ex-dividend. The value of each class B share was reduced by the amount of the stock dividend of Ps.0.0296 per class B share.
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(2) | | On April 28, 2004, our class B shares began trading ex-coupon, which coupon related to the right to subscribe for the preferred shares as part of the preemptive rights offering. The value of each class B share was reduced by the value of the coupon of Ps.0.101 per class B share. |
As of June 22, 2006, the closing price of our class B shares was Ps.1.82.
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Grupo Galicia – Preferred Shares–Buenos Aires Stock Exchange (in Pesos)
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| | | | | | | | | | Average Daily Volume |
| | High | | Low | | (in thousands of preferred shares) |
Calendar Year | | | | | | | | | | | | |
2004(from May 13, 2004) | | Ps. | 2.48 | | | Ps. | 1.29 | | | | 490.0 | |
2005(through May 11, 2005) | | | 2.72 | | | | 2.03 | | | | 183.4 | |
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Most Recent Fiscal Year | | | | | | | | | | | | |
2004 | | | | | | | | | | | | |
Second Quarter (from May 13, 2004) | | | 1.59 | | | | 1.29 | | | | 345.6 | |
Third Quarter | | | 1.87 | | | | 1.33 | | | | 681.4 | |
Fourth Quarter | | | 2.48 | | | | 1.88 | | | | 376.1 | |
2005 | | | | | | | | | | | | |
First Quarter | | | 2.72 | | | | 2.10 | | | | 230.9 | |
Second Quarter (through May 11, 2005) | | | 2.34 | | | | 2.03 | | | | 81.8 | |
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Most Recent Six Months | | | | | | | | | | | | |
November 2004 | | | 2.40 | | | | 1.89 | | | | 333.4 | |
December 2004 | | | 2.48 | | | | 1.99 | | | | 275.2 | |
January 2005 | | | 2.44 | | | | 2.26 | | | | 146.0 | |
February 2005 | | | 2.69 | | | | 2.37 | | | | 184.3 | |
March 2005 | | | 2.72 | | | | 2.10 | | | | 360.3 | |
April 2005 | | | 2.25 | | | | 2.03 | | | | 100.4 | |
May 2005 (through May 11, 2005) | | | 2.34 | | | | 2.15 | | | | 32.9 | |
Grupo Galicia – ADSs — Nasdaq National Market / Nasdaq Capital Market (in US$)
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| | | | | | | | | | Average Daily Volume |
| | High | | Low | | (in thousands of ADRs) |
Calendar Year | | | | | | | | | | | | |
2000(from July 24, 2000) | | US$ | 17.69 | | | US$ | 11.88 | | | | 192.7 | |
2001(1) | | | 22.00 | | | | 3.13 | | | | 672.9 | |
2002 | | | 3.45 | | | | 0.22 | | | | 242.8 | |
2003 | | | 6.73 | | | | 2.05 | | | | 238.1 | |
2004 | | | 8.85 | | | | 4.65 | | | | 324.2 | |
2005 | | | 9.62 | | | | 6.87 | | | | 347.3 | |
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Two Most Recent Fiscal Years | | | | | | | | | | | | |
2004 | | | | | | | | | | | | |
First Quarter | | | 8.85 | | | | 6.81 | | | | 294.6 | |
Second Quarter | | | 8.51 | | | | 4.83 | | | | 303.6 | |
Third Quarter | | | 6.59 | | | | 4.65 | | | | 273.6 | |
Fourth Quarter | | | 8.78 | | | | 6.52 | | | | 423.5 | |
2005 | | | | | | | | | | | | |
First Quarter | | | 9.62 | | | | 7.28 | | | | 518.5 | |
Second Quarter | | | 9.05 | | | | 6.99 | | | | 281.4 | |
Third Quarter | | | 8.90 | | | | 7.70 | | | | 262.8 | |
Fourth Quarter | | | 8.72 | | | | 6.87 | | | | 334.4 | |
2006 | | | | | | | | | | | | |
First Quarter | | | 7.84 | | | | 6.91 | | | | 237.4 | |
Second Quarter (through May 31, 2006) | | | 7.70 | | | | 6.00 | | | | 212.8 | |
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Most Recent Six Months | | | | | | | | | | | | |
November 2005 | | | 8.24 | | | | 7.16 | | | | 357.6 | |
December 2005 | | | 7.31 | | | | 6.87 | | | | 267.2 | |
January 2006 | | | 7.27 | | | | 6.91 | | | | 294.9 | |
February 2006 | | | 7.48 | | | | 7.09 | | | | 197.1 | |
March 2006 | | | 7.84 | | | | 7.37 | | | | 220.8 | |
April 2006 | | | 7.70 | | | | 7.28 | | | | 133.2 | |
May 2006 | | | 7.63 | | | | 6.00 | | | | 281.5 | |
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(1) | | On March 27, 2001, our ADSs began trading ex-dividend. The value of each ADS was reduced by the amount of the stock dividend of US$0.2835 per ADS. |
As of June 22, 2006, the closing price of our ADS was US$5.86.
The following tables present for the periods indicated the high and low closing prices and the average trading volume of the Bank’s class B shares on the BASE as reported by the BASE and the high and low closing prices and the average trading volume of the Bank’s ADSs on the Nasdaq National Market as reported by the Nasdaq National Market. Banco Galicia’s ADSs (trading symbol BGALY) were delisted from the Nasdaq National
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Market on July 31, 2000. Banco Galicia class B shares continue to be listed on the BASE with very low trading volume.
Banco Galicia – Class B Shares — Buenos Aires Stock Exchange (in Pesos)
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| | | | | | | | | | Average Daily Trading Volume |
| | High | | Low | | (in thousand Class B shares) |
Calendar Year | | | | | | | | | | | | |
2001 | | | 3.16 | | | | 1.39 | | | | 14.27 | |
2002 | | | 1.63 | | | | 0.45 | | | | 0.96 | |
2003 | | | 3.85 | | | | 1.58 | | | | 1.06 | |
2004 | | | 5.10 | | | | 3.30 | | | | 1.22 | |
2005 | | | 4.30 | | | | 3.60 | | | | 1.96 | |
| | | | | | | | | | | | |
Two Most Recent Fiscal Years | | | | | | | | | | | | |
| | | | | | | | | | | | |
2004 | | | | | | | | | | | | |
First Quarter | | Ps. | 5.10 | | | Ps. | 3.70 | | | | 1.12 | |
Second Quarter | | | 5.00 | | | | 3.85 | | | | 0.53 | |
Third Quarter | | | 4.30 | | | | 3.30 | | | | 1.76 | |
Fourth Quarter | | | 4.00 | | | | 3.57 | | | | 1.45 | |
2005 | | | | | | | | | | | | |
First Quarter | | | 4.30 | | | | 3.65 | | | | 1.34 | |
Second Quarter | | | 3.90 | | | | 3.60 | | | | 2.08 | |
Third Quarter | | | 4.20 | | | | 3.64 | | | | 2.05 | |
Fourth Quarter | | | 4.25 | | | | 3.85 | | | | 2.38 | |
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2006 | | | | | | | | | | | | |
First Quarter | | | 4.25 | | | | 3.65 | | | | 1.06 | |
Second Quarter (through May 31, 2006) | | | 3.65 | | | | 3.38 | | | | 1.06 | |
| | | | | | | | | | | | |
Most Recent Six Months | | | | | | | | | | | | |
November 2005 | | | 4.15 | | | | 4.05 | | | | 1.28 | |
December 2005 | | | 4.20 | | | | 4.00 | | | | 0.59 | |
January 2006 | | | 4.25 | | | | 4.20 | | | | 0.52 | |
February 2006 | | | 4.17 | | | | 3.98 | | | | 1.07 | |
March 2006 | | | 4.03 | | | | 3.65 | | | | 1.59 | |
April 2006 | | | 3.65 | | | | 3.48 | | | | 1.11 | |
May 2006 | | | 3.45 | | | | 3.38 | | | | 1.01 | |
As of June 22, 2006, the closing price of the Bank’s class B shares was Ps.3.30.
Banco Galicia — ADSs — Nasdaq National Market (in US$)
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| | | | | | | | | | Average Daily Trading Volume |
Calendar Year | | High | | Low | | (in thousands of Class B Shares)(1) |
2000 | | US$ | 22.44 | | | US$ | 12.75 | | | | 1,889.97 | |
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(1) | | One ADS equaled four class B shares. |
Argentine Securities Market
The principal and oldest exchange for the Argentine securities market is the BASE. The BASE started operating in 1854 and handles approximately 95% of all equity trading in Argentina. Securities listed on the BASE include corporate equities and bonds and government securities. Bonds listed on the BASE may also be listed on the MAE. As a result of an agreement between the Buenos Aires Stock Market and the MAE, equity securities are traded exclusively on the BASE and debt securities (both public and private) are traded on both the MAE and the BASE.
The Buenos Aires Stock Market (the “MERVAL”) which is affiliated with the BASE, was founded in 1929 and is the largest stock market in Argentina. The MERVAL is a corporation whose 133 shareholder members are the only individuals and entities authorized to trade, either as principal or as agent, in the securities listed on the BASE. Trading on the BASE is both conducted throughSistema Integrado de Negociación Asistida por Computación(the
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“SINAC”) and by continuous open outcry, or the traditional auction system, from 11:00 a.m. to 5:00 p.m. each business day of the year. SINAC is a computer trading system that permits trading in debt and equity securities and is accessed by brokers directly from workstations located at their offices. Currently, all transactions relating to listed negotiable obligations and listed government securities can be effected on SINAC. In addition, a substantial over-the-counter market exists for private trading in listed debt securities and, prior to the agreement, equity securities. Such trades are reported on the MAE, an electronic OTC reporting system.
Although companies may list all of their capital stock on the BASE, in most cases the controlling shareholders retain the majority of a company’s capital stock. This results in only a relatively small percentage of most companies’ stock being available for active trading by the public on the BASE. Even though individuals have historically constituted the largest group of investors in Argentina’s equity markets, in recent years, banks and insurance companies have shown an interest in these markets. Argentine pension funds also represent an increasing percentage of BASE trading activity. As of March 31, 2006, such pension funds’ participation represented approximately 4.8% of market capitalization. Argentine mutual funds (fondos comunes de inversión), by contrast, continue to have very low participation in the market. Although 104 companies had equity securities listed on the BASE as of March 31, 2006, the 10 most-traded companies on the exchange accounted for approximately 88% of total trading value during 2005. Our shares were the second most-traded shares on the BASE in 2005, with a 17% share of trading volume. The Córdoba Stock Exchange is another important stock market in Argentina. Securities listed on the Córdoba Stock Exchange include both corporate equities and bonds and government securities. Through an agreement with the BASE, all of the securities listed on the BASE are authorized to be listed and subsequently traded on the Córdoba Stock Exchange. Thus, many transactions that originate on the Córdoba Stock Exchange relate to companies listed on the BASE and such trades are subsequently settled in Buenos Aires.
Market Regulations
The CNV oversees the regulation of the Argentine securities markets and is responsible for authorizing public offerings of securities and supervising brokers, public companies and mutual funds. Argentine pension funds and insurance companies are regulated by separate Argentine Government agencies, while financial institutions are regulated mainly by the Argentine Central Bank. The Argentine securities markets are governed generally by Law No. 17,811, as amended, which created the CNV and regulates stock exchanges, market operations and public offering of securities.
In compliance with the provisions of Law No. 20,643 and the Decrees No. 659/74 and No. 2220/80, most debt and equity securities traded on the exchanges and the MAE must, unless otherwise instructed by the shareholders, be deposited by the shareholders in Caja de Valores, which is a corporation owned by the BASE, the MERVAL and certain provincial exchanges. Caja de Valores is the central securities depository of Argentina, which provides central depository facilities for securities and acts as a transfer and paying agent in connection therewith. It also handles settlement of securities transactions carried out by the BASE and operates the computerized exchange information system.
There is a relatively low level of regulation of the market for Argentine securities and investors’ activities in that market, and enforcement of existing regulatory provisions has been limited. Furthermore, there may be less publicly available information about Argentine companies than is regularly published by or about companies in the United States and certain other countries. However, the CNV has taken steps to strengthen disclosure and regulatory standards for the Argentine securities market, including the issuance of regulations prohibiting insider trading and requiring insiders to report on their ownership of securities, with associated penalties for non-compliance.
In order to improve Argentine securities market regulation, Decree No. 677/01, “Capital Transparency and Best Practices,” was promulgated and took effect on June 1, 2001. This decree has come to be regarded as the financial consumer’s “bill of rights.” Its objective is to provide transparency and protection to participants in the capital markets. The decree applies to individuals and entities that participate in the public offering of securities and to stock exchanges as well. Among its key provisions, the decree broadens the definition of “security;” governs the treatment of negotiable securities; obligates publicly listed companies to form audit committees composed of three or more members of the board of the directors, the majority of whom must be independent under CNV regulations; authorizes market-stabilization transactions under certain circumstances; governs insider trading, market manipulation and securities
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fraud; and regulates going-private transactions and acquisitions of voting shares, including controlling stakes in public companies.
In order to offer securities to the public in Argentina, an issuer must meet certain requirements of the CNV regarding assets, operating history, management and other matters, and only securities for which an application for a public offering has been approved by CNV may be listed on the corresponding stock exchange. This approval does not imply any kind of certification of assurance related to the merits of the quality of the securities, or the solvency of the issuer. Issuers of listed securities are required to file unaudited quarterly financial statements and audited annual financial statements, as well as various other periodic reports, with the CNV and the corresponding stock exchange.
Securities can be freely traded in Argentine markets but certain restrictions exist to access by residents and non-residents to the local foreign exchange market and to transfers of foreign exchange abroad. See Item 10. “Additional Information—Exchange Controls” and Item 4. “Information on the Company—Main regulatory Changes since 2002—Foreign Exchange Market.”
Item 10. Additional Information
Description of Our Bylaws
General
Set forth below is a brief description of certain provisions of our bylaws and Argentine law and regulations with regard to our capital stock. Your rights as a holder of our capital stock are subject to Argentine corporate law, which may differ from the corporate laws of other jurisdictions. This description is not purported to be complete and is qualified in its entirety by reference to our bylaws, Argentine law and the rules of the BASE, the Córdoba Stock Exchange as well as the CNV. A copy of our bylaws has been filed with and can be examined at the CNV in Buenos Aires and the SEC in Washington, D.C.
We were incorporated on September 14, 1999, as a stock corporation (a “sociedad anónima”) under the laws of Argentina and registered on September 30, 1999, with theInspección General de Justicia(the “Argentine Superintendency of Companies”) under corporate registration number 14,519 of Book 7, Volume of Stock Corporations. Our domicile is in Buenos Aires, Argentina. Under our bylaws, our duration is until June 30, 2100. This duration may be extended by resolution taken at a general extraordinary shareholders’ meeting.
During the shareholders’ meeting held on April 23, 2003, we decided not to adhere to the “Optional Statutory System for the Mandatory Acquisition of Shares in a Public Offering” regime in compliance with Decree No.677/01, which requires a company to announce whether it has adopted this regime.
Outstanding Capital Stock
Our total subscribed and paid-in share capital as of December 31, 2005, amounted to Ps.1,241,407,017, composed of class A ordinary shares (the “class A shares”), and class B ordinary shares (the “class B shares”), each with a par value of Ps.1.00. The following table presents the number of our shares outstanding as of December 31, 2005, and the voting interest that the shares represent.
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| | As of December 31, 2005 |
Shares | | Number of Shares | | % of Capital Stock | | % of Voting Rights |
Class A shares | | | 281,221,650 | | | | 22.7 | % | | | 59.4 | % |
Class B shares | | | 960,185,367 | | | | 77.3 | | | | 40.6 | |
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Total | | | 1,241,407,017 | | | | 100.0 | % | | | 100.0 | % |
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Registration and Transfer
The class B shares are book-entry common shares held through Caja de Valores. Caja de Valores maintains a stock registry for us and only those persons listed in such registry will be recognized as our shareholders. Caja de Valores periodically delivers to us a list of the shareholders as at a certain date.
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The class B shares are transferable on the books of Caja de Valores. Caja de Valores records all transfers in our registry. Within 10 days of any such transfer, Caja de Valores is required to confirm the registration of transfer with the transferor.
Voting Rights
At shareholders’ meetings, each class A share is entitled to five votes and each class B share is entitled to one vote. However, class A shares are entitled to only 1 vote in certain matters, such as:
| • | | a merger or spin-off in which we are not the surviving corporation, unless the acquirer’s shares are authorized to be publicly offered or listed on any stock exchange; |
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| • | | a transformation in our legal corporate form; |
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| • | | a fundamental change in our corporate purpose; |
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| • | | a change of our domicile to outside Argentina; |
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| • | | a voluntary termination of our public offering or listing authorization; |
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| • | | our continuation following a delisting or a mandatory cancellation of our public offering or listing authorization; |
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| • | | a total or partial recapitalization of our statutory capital following a loss; or |
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| • | | the appointment of syndics. |
All distinctions between our class A shares and our class B shares will be eliminated upon the occurrence of any of the following change of control events:
| • | | EBA Holding sells 100% of its class A shares; |
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| • | | EBA Holding sells a portion of our class A shares to a third person who, when aggregating all our class A shares with our class B shares owned by such person, if any, obtains 50% plus one vote of our total votes; or |
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| • | | the current shareholders of EBA Holding sell shares of EBA Holding that will allow the buyer to exercise more than 50% of the voting power of EBA Holding at any general shareholders’ meeting of EBA Holding shareholders, except for transfers to other current shareholders of EBA Holding or to their heirs or their legal successors or to entities owned by any of them. |
Limited Liability of Shareholders
Shareholders are not liable for our obligations. Shareholders’ liability is limited to the payment of the shares for which they subscribe. However, shareholders who have a conflict of interest with us and do not abstain from voting may be held liable for damages to us. Also, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to Argentine law or our bylaws may be held liable for damages to us or to third parties, including other shareholders, resulting from such resolutions.
Directors
Our bylaws provide that the board of directors shall be composed by at least three and at most nine members, as decided at a general ordinary shareholders’ meeting. To be appointed to our board of directors, such person must have been presented as a candidate by shareholders who represent at least 10% of our voting rights, at least three business days before the date the general ordinary shareholders’ meeting is to be held.
At each annual shareholders’ meeting, the term of one third of the members of our board of directors (no fewer than three directors) expires and their successors are elected to serve for a term of three years. The shareholders’ meeting shall have the power to fix a shorter period (one or two years) for the terms of office of one, several or all of the directors. This system of electing directors is intended to help maintain the continuity of the board. Alternate directors replace directors until the following general ordinary shareholders’ meeting is held.
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Directors may also be replaced by alternate directors if a director will be absent from a board meeting. The board of directors is required to meet at least once every month and anytime any one of the directors or syndics requests.
Our bylaws state that the board of directors may decide to appoint an executive committee and/or a delegate director.
Appointment of Directors and Syndics by Cumulative Voting
The Argentine Corporations’ Law provides for the use of cumulative voting to enable minority shareholders to appoint members of the board of directors and syndics. Upon the completion of certain requirements, shareholders are entitled to appoint up to one third of the vacancies to be filled on the board of directors by cumulative voting. Each shareholder voting cumulatively has the number of votes resulting from multiplying the number of votes to which such shareholder would normally be entitled by the number of vacancies to be filled. Such shareholder may apportion his votes or cast all such votes for one or a number of candidates not exceeding one third of the vacancies to be filled.
Compensation of Directors
The Argentine Corporations’ Law and the CNV establish rules regarding the compensation of directors. The maximum amount of aggregate compensation that the members of the board of directors may receive, including salaries and other compensation for the performance of permanent technical and administrative services, may not exceed 25.0% of profits of each fiscal year. This maximum amount shall be limited to 5.0% when no dividends are distributed to the shareholders and shall be increased proportionately to the dividend distribution until the 25.0% limit is reached when all profits are distributed.
The Argentine Corporations’ Law provides that aggregate director compensation may exceed the maximum percentage of computable profit in any one year when the Company’s profits are non-existent or too small as to allow payment of a reasonable compensation to Board members which have been engaged in technical or administrative services to the Company, provided that such proposal is described in the notice of the agenda for the ordinary shareholders’ meeting and is approved by a majority of shareholders present at such shareholders’ meeting.
In addition to the above, our bylaws establish that best practices and national and international market standards regarding directors with similar duties and responsibilities shall be considered when determining the compensation of Board members.
Syndics
Our bylaws, in accordance with Argentine law, provide for the maintenance of a supervisory committee whose members are three permanent syndics and three alternate syndics. Syndics are elected for a one-year term and may be reelected. Alternate syndics replace permanent syndics in case of absence. For the appointment of syndics, each of our class A shares and class B shares has only one vote. Fees for syndics are established by the shareholders at the annual ordinary shareholders’ meeting. Their function is to oversee the management of the company, to control the legality of the actions of the board of directors, to attend all board of directors’ meetings, to attend all shareholders’ meetings, to prepare reports for the shareholders on the financial statements with their opinion, and to provide information regarding the company to shareholders that represent at least 2% of the capital stock. Syndics’ liabilities are joint and several and unlimited for the non-fulfillment of their duties. They are also jointly and severally liable, together with the members of the board of directors, if the proper fulfillment of their duties as syndics would have avoided the damage or the losses caused by the members of the board of directors.
Shareholders’ Meetings
Shareholders’ meetings may be ordinary meetings or extraordinary meetings. An annual ordinary shareholders’ meeting is required to be held in each fiscal year to consider the matters outlined in Article 234 of the Argentine Corporations’ Law, including, among others:
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| • | | approval of the financial statements and general performance of the management for the preceding fiscal year; |
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| • | | appointment and remuneration of directors and members of the supervisory committee; |
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| • | | allocation of profits; and |
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| • | | any other matter the board of directors decides to submit to the shareholders’ meeting concerning the company’s business administration. Matters which may be discussed at these or other ordinary meetings include resolutions regarding the responsibility of directors and members of the supervisory committee, as well as capital increases and the issuance of negotiable obligations. |
Extraordinary shareholders’ meetings may be called at any time to discuss matters beyond the competence of the ordinary meeting, including but not limited to amendments to the bylaws, matters related to the liquidation of a company, limitation of the shareholders’ preemptive rights to subscribe new shares, issuance of bonds and debentures, transformation of the corporate form, the merger into another company and spin-offs, early winding-up, change of the company’s domicile to outside Argentina, total or partial repayment of capital for losses, and a substantial change in the corporate purpose set forth in the bylaws.
Shareholders’ meetings may be convened by the board of directors or by the syndics. A shareholder or group of shareholders holding at least 5.0% in the aggregate of our capital stock may request the board of directors or the syndics to convene a general shareholders’ meeting to discuss the matters indicated by the shareholder.
Once a meeting has been convened with an agenda, the agenda limits the matters to be passed-on at such meeting and no other matters may be passed-on.
Additionally, the bylaws provide that any shareholder holding at least 5% in aggregate of our capital stock may present, in writing, to the board of directors, before February 28 of each year, proposals of items to be included in the agenda at the annual general ordinary shareholders’ meeting. The board of directors is not obligated to include such items in the agenda.
Class B shares represented by ADSs will be voted or caused to be voted by the Depositary in accordance with instructions of the holders of such ADSs. In the event instructions are not received from the holder, the Depositary shall give a discretionary proxy for the shares represented by such ADSs to a person designated by us.
Notice of each shareholders’ meeting must be published in the Official Gazette, and in a widely circulated newspaper in the country’s territory, at least twenty days prior to the meeting but not more than forty-five days prior to the date on which the meeting is to be held. The board of directors will determine the appropriate publication of notices outside Argentina in accordance with the requirements of the jurisdictions and exchanges on which our shares are traded. In order to attend a meeting and to be listed on the meeting registry, shareholders must submit evidence of their book-entry share account held at Caja de Valores at least three business days prior to the scheduled meeting date without counting the meeting day.
The quorum for ordinary meetings consists of a majority of stock entitled to vote, and resolutions may be adopted by the affirmative vote of 50% plus one vote (an “absolute majority”) of the votes present whether in person or participating via electronic means of communication. If no quorum is present at the first meeting, a second meeting may be called at which the shareholders present, whatever their number, shall constitute a quorum. Resolutions are to be adopted by an absolute majority of the votes present. The second meeting may be convened to be held one hour later on the same day as the first meeting had been called for, provided that it is an ordinary shareholders’ meeting, or within thirty days of the date for which the first ordinary meeting was called.
The quorum for extraordinary shareholders’ meetings consists of 60% of stock entitled to vote, and resolutions may be adopted by an absolute majority of the votes present. If no quorum is present at the first meeting, a second meeting may be called at which the shareholders present, whatever their number, shall constitute a quorum. Resolutions are to be adopted by an absolute majority of the votes present. The second meeting has to be convened to be held within thirty days of the date for which the first extraordinary meeting was called, and the notice must be published for three days, at least eight days before the date of the second meeting. Some special matters require a
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favorable vote of the majority of all the stock holding voting rights, the class A shares being granted the right to only one vote each. The special matters are described in “—Voting Rights” above.
Dividends
Dividends may be lawfully paid and declared only out of our retained earnings representing the profit realized on our operations and investments reflected in our annual financial statements, as approved at our annual general shareholders’ meeting. No profits may be distributed until prior losses are covered. Dividends paid on our class A shares and class B shares will equal one another on a per-share basis.
As required by the Argentine Corporations’ Law, 5% of our net income is allocated to a legal reserve until the reserve equals 20% of our outstanding capital. Dividends may not be paid if the legal reserve has been impaired. The legal reserve is not available for distribution to shareholders.
Our board of directors submits our financial statements for the previous fiscal year, together with reports prepared by our supervisory committee, to our shareholders for approval at the general ordinary shareholders’ meeting. The shareholders, upon approving the financial statements, determine the allocation of our net income.
Our board of directors is allowed by law and by our bylaws to decide to pay anticipated dividends on the basis of a balance sheet especially prepared for purposes of paying such dividends.
Under CNV regulations and our bylaws, cash dividends must be paid to shareholders within 30 days of the shareholders’ meeting approving the dividend. Payment of dividends in shares requires authorization from the CNV, the BASE and the Córdoba Stock Exchange, whose authorizations must be requested within 10 business days after the shareholders’ meeting approving the dividend. We must make distribution of the shares available to shareholders not later than three months after receiving authorization to do so from the CNV.
Shareholders may no longer claim the payment of dividends from us after three years have elapsed from the date on which the relevant dividends were made available to such shareholders.
Capital Increases and Reductions
We may increase our capital upon resolution of the general ordinary shareholders’ meeting. All capital increases must be reported to the CNV, published in the Official Gazette and registered with the Public Registry of Commerce. Capital reductions may be voluntary or mandatory. Voluntary reduction of capital must be approved by an extraordinary shareholders’ meeting after the corresponding authorization by the BASE, the Córdoba Stock Exchange and the CNV and may take place only after notice of such reduction has been published and creditors have been given an opportunity to obtain payment or guarantees for their claims or attachment. Reduction of capital is mandatory when losses have exceeded reserves and more than 50% of the share capital of the company.
Preemptive Rights
Under Argentine law, it is mandatory that a shareholder of ordinary shares of any given class have a preemptive right, proportional to the number of shares he or she owns, to subscribe for shares of capital stock of the same class or of any other class if the new subscription offer does not include all classes of shares. Shareholders may only decide to suspend or limit preemptive rights by supermajority at an extraordinary shareholders’ meeting and only in exceptional cases. Shareholders may waive their preemptive rights only on a case-by-case basis.
In the event of an increase in our capital, holders of class A shares and class B shares have a preemptive right to subscribe for any issue of class B shares in an amount sufficient to maintain the proportion of capital then held by them. Holders of class A shares are entitled to subscribe for class B shares because no further class A shares carrying five votes each are allowed to be issued in the future. Under Argentine law, companies are prohibited from issuing stock with multiple voting rights after they have been authorized to make a public offering of securities.
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Preemptive rights are exercisable following the last publication of the notification to shareholders of the opportunity to exercise preemptive rights in the Official Gazette and an Argentine newspaper of wide circulation for a period of 30 days, provided that such period may be reduced to no less than 10 days if so approved by an extraordinary shareholders’ meeting.
Shareholders who have exercised their preemptive rights and indicated their intention to exercise additional preemptive rights are entitled to additional preemptive rights (“accretion rights”), on a pro rata basis, with respect to any unsubscribed shares, in accordance with the terms of the Argentine Corporations’ Law. Class B shares not subscribed for by shareholders through exercise of their preemptive or accretion rights may be offered to third parties.
Holders of ADSs may be restricted in their ability to exercise preemptive rights if a registration statement relating to such rights has not been filed or is not effective or if an exemption from registration is not available.
Appraisal Rights
Whenever our shareholders approve:
| • | | a merger or spin-off in which we are not the surviving corporation, unless the acquirer’s shares are authorized to be publicly offered or listed on any stock exchange, |
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| • | | a transformation in our legal corporate form, |
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| • | | a fundamental change in our corporate purpose, |
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| • | | a change of our domicile to outside Argentina, |
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| • | | a voluntary termination of our public offering or listing authorization, |
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| • | | our continuation following a delisting or a mandatory cancellation of our public offering or listing authorization, or |
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| • | | a total or partial recapitalization of our statutory capital following a loss, |
any shareholder that voted against such action or did not attend the relevant meeting may exercise the right to have its shares canceled in exchange for the book value of its shares, determined on the basis of our latest balance sheet prepared in accordance with Argentine laws and regulations, provided that such shareholder exercises its appraisal rights within the periods set forth below.
There is, however, doubt as to whether holders of ADSs, will be able to exercise appraisal rights with respect to class B shares represented by ADSs.
Appraisal rights must be exercised within five days following the adjournment of the meeting at which the resolution was adopted, in the event that the dissenting shareholder voted against such resolutions, or within 15 days following such adjournment if the dissenting shareholder did not attend such meeting and can prove that he was a shareholder on the date of such meeting. In the case of merger or spin-off involving an entity authorized to make a public offering of its shares, appraisal rights may not be exercised if the shares to be received as a result of such transaction are listed on any stock exchange. Appraisal rights are extinguished if the resolution giving rise to such rights is overturned at another shareholders’ meeting held within 75 days of the meeting at which the resolution was adopted.
Payment of the appraisal rights must be made within one year from the date of the shareholders’ meeting at which the resolution was adopted, except if the resolution was to delist our capital stock, in which case the payment period is reduced to 60 days from the date of the related resolution.
Preferred Stock
According to the Argentine Corporations’ Law and our bylaws, an ordinary shareholders’ meeting may approve the issuance of preferred stock. Such preferred stock may have a fixed dividend, cumulative or not
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cumulative, with or without additional participation in our profits, as decided by shareholders at a shareholders’ meeting when drawing the conditions of the issuance. They may also have other preferences, such as a preference in the event of our liquidation.
The holders of preferred stock shall not be entitled to voting rights. Notwithstanding the foregoing, in the event that no dividends are paid to such holders for their preferred stock, and for as long as such dividends are not paid, the holders of preferred stock shall be entitled to voting rights. Holders of preferred stock are also entitled to vote on certain special matters, such as the transformation of the corporate form, the merger into another company and spin-offs (when we are not the surviving entity and the surviving entity is not listed on any stock exchange), early winding-up, a change of our domicile to outside Argentina, total or partial repayment of capital for losses and a substantial change in the corporate purpose set forth in our bylaws or in the event our preferred stock is traded on stock exchanges and such trading is suspended or terminated.
Conflicts of Interest
As a protection to minority shareholders, under the Argentine Corporations’ Law, a shareholder is required to abstain from voting on any resolution in which its direct or indirect interests conflict with that of or are different than ours. In the event such shareholder votes on such resolution, and such resolution would not have been approved without such shareholder’s vote, the resolution may be declared void by a court and such shareholder may be liable for damages to the company as well as to any third party, including other shareholders.
Redemption or Repurchase
According to Decree No.677/01, a “sociedad anónima” may acquire the shares issued by it, provided that the public offering and listing thereof has been authorized, subject to the following terms and conditions and those set forth by the CNV. The CNV has not yet issued its regulations. The above mentioned conditions are: (a) the shares to be acquired shall be fully paid up; (b) there shall be a resolution signed by the board of directors to such effect; (c) the acquisition shall be made out of net profits or free or voluntary reserves; and (d) the total amount of shares acquired by the company, including previously acquired shares, shall not exceed 10% of the capital stock or such lower percentage determined by the CNV. The shares acquired by the company in excess of such limit shall be disposed of within the term of 90 days after the date of the acquisition originating such excess.
The shares acquired by the company shall be disposed of by the company within the maximum term of three years counted as from the date of acquisition thereof. Upon disposing of the shares, the company shall make a preemptive offer thereof. Such an offer will not be obligatory if the shares are used in connection with a compensation plan or program for the company’s employees or if the shares are distributed among all shareholders pro rata their shareholdings. If shareholders do not exercise, in whole or in part, their preemptive rights, the sale shall be made at a stock exchange.
Liquidation
Upon our liquidation, one or more liquidators may be appointed to wind up our affairs. If no such appointment is made, our board of directors will act as liquidator. All outstanding common shares will be entitled to participate equally in any distribution upon liquidation. In the event of a liquidation, in Argentina as well as in any other country, our assets shall first be applied to satisfy our debts and liabilities.
Other Provisions
Our bylaws are governed by Argentine law and the ownership of any kind of our shares represents acceptance of our bylaws and submission to the exclusive jurisdiction of the ordinary commercial courts of Buenos Aires for any claim or dispute related to us, our shareholders, directors and members of the supervisory committee.
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Exchange Controls
On December 3, 2001, the Argentine Government introduced controls over the foreign exchange market and on transfers of foreign currency abroad. Since late 2002 and during 2003 and 2004, controls over the foreign exchange market and capital movements were lifted to a large extent, as compared with the situation in 2002, but in 2005 new regulation was issued imposing certain additional limitations. As of the date of this annual report, certain restrictions remain. For a description of the exchange controls that would affect us or the holders of our securities, see Item 4. “Information on the Company—Main Regulatory Changes since 2002—Foreign Exchange Market.”
Taxation
The following is a summary of certain U.S. Federal income and Argentine tax matters that may be relevant with respect to the acquisition, ownership and disposition of ADSs or class B shares. Currently, there is no tax treaty between the United States and Argentina.
Argentine Taxes
Taxation of Dividends
In general, dividend payments on ADSs or ordinary shares, whether in cash, property, or stock, are not subject to Argentine withholding tax or other taxes.
There is an exception under which a 35% tax (“equalization tax”) will be imposed on certain dividends approved by the registrant’s shareholders. The equalization tax will be applied only to the extent that distributions of dividends exceed the taxable income of the company increased by non-taxable dividends received by the distributing company in prior years and reduced by Argentine income tax paid by the distributing company.
In this situation the equalization tax will be imposed as a withholding tax on the shareholder receiving the dividend. Dividends distributions made in property (other than cash) will be subject to the same tax rules as cash dividends. Stock dividends are not subject to Argentine taxation.
Taxation of Capital Gains
Pursuant to Decree No.2,284/91 (the “Deregulation Decree”), capital gains derived by non-resident individuals or foreign companies from the sale, exchange or other disposition of ADSs or class B shares are not currently subject to income tax.
Beginning on January 1, 2001, capital gains from the sale, exchange or other dispositions of shares not listed in a stock exchange will be subject to income tax when derived by individuals domiciled in Argentina.
In addition, in the case of entities or permanent organizations incorporated or domiciled abroad that, pursuant to their bylaws, charters, documents or the applicable regulatory framework, have as their principal activity investing outside of the jurisdiction of their incorporation or domicile, or are generally restricted from doing business in their country of incorporation, it will be assumed, without any proof to the contrary being admitted, that the seller is an individual domiciled in Argentina. Such entities will be subject to income tax imposed as a withholding tax on the seller receiving the payment (for payments made beginning on April 30, 2001) at the rate of 17.50% (that is, 35% on 50% of the amount of the payment), but the foreign party may choose instead to pay a tax of 35% on the net gain realized on the sale. In such situation, the Deregulation Decree will not be applicable.
On July 3, 2003, the Argentine Government Chief Counsel (Procurador del Tesoro) issued an opinion that the provisions of the income tax law that taxed capital gains arising from shares without quotation obtained by resident individuals or “offshore companies,” as defined by the Argentine Income Tax Law, are no longer in force because they have been implicitly abrogated. The validity of this opinion is difficult to assess. Opinions of the Argentine Government Chief Counsel are binding upon all Argentine Government attorneys, including attorneys of the Argentine Tax Administration.
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Transfer Taxes
No Argentine transfer taxes are applicable on the sale or transfer of ADSs or class B shares.
Tax on Minimum Notional Income
The tax reform in force since 1999 reinstituted a tax on assets on Argentine companies that will be in effect during 10 years, unless that term is extended by future legislation. This tax is similar to the asset tax that was previously in effect in Argentina from 1990 to 1995. It applies at a general rate of 1% on a broadly defined asset base encompassing most of the taxpayer’s gross assets at the end of any fiscal year ending after December 31, 1998.
Specifically, the Law establishes that banks, other financial institutions and insurance companies will consider a basis of imposition of 20% of the value of taxable assets.
A company’s asset tax liability for a tax year will be reduced by its income tax payments, and asset tax payments for a tax year can be carried forward to be applied against the company’s income tax liability in any of the following ten tax years.
Personal Assets Tax
Individuals domiciled in Argentina will be subject to a 0.5% annual tax in respect of assets located in Argentina and abroad for assets not exceeding Ps.200,000. For assets exceeding Ps.200,000 the tax rate is 0.75%. The tax will be levied on the difference between the total value of the taxpayer’s assets at of December 31 of each year and a non-taxable threshold of Ps.102,300. Individuals domiciled abroad will pay the tax only in respect of the assets they hold in Argentina. In the case of individuals domiciled abroad, the tax will be paid by the individuals or entities domiciled in Argentina which, as of December 31st of each year, hold the joint ownership, possession, use, enjoyment, deposit, safekeeping, custody, administration or tenure of the assets located in Argentina subject to the tax belonging to the individuals domiciled abroad. In such case the annual non-taxable amount of Ps.102,300 will not be deductible. When the direct ownership of negotiable obligations, government securities and certain other investments, except shares issued by companies ruled by Law No.19,550 (the Argentine Corporations’ Law), corresponds to companies domiciled abroad in countries that do not enforce registration systems for private securities (with the exception of insurance companies, open-end investment funds, pension funds or banks and financial entities with head offices in countries that have adopted the international banking supervision standards laid down by the Basel Committee on Banking Supervision) or that pursuant to their bylaws, charter, documents or the applicable regulatory framework, have as their principal activity investing outside of the jurisdiction of their organization or domicile, or are generally restricted from doing business in their country of incorporation, it will be assumed, without any proof to the contrary being admitted, that those assets belong ultimately to individuals and therefore the system for paying the tax for such individuals domiciled abroad is applicable to them. The annual non-taxable amount of Ps.102,300 will not be deductible and the tax will not have to be paid when it is less than Ps.256. The regulations for applying these requirements have not yet been issued. In the case of government securities or bonds, the personal assets tax will be applied at the rate of 1.5%.
There is an exception pursuant to a recent tax reform that was published in the Official Gazette as Law No.25,585, which went into effect on December 31, 2002. This tax reform introduced a mechanism to collect the personal assets tax on shares issued by companies ruled by Law No. 19,550, which ownership belongs to individuals domiciled in Argentina or abroad and companies or entities domiciled abroad. In the case of companies or entities domiciled abroad, it will be assumed, without any proof to the contrary being admitted, that those shares belong ultimately to individuals domiciled abroad.
The tax will be assessed and paid by those companies ruled by Law No. 19,550 at the rate of 0.5% on the value of the shares or equity interest. The valuation of the shares, whether listed or not, must be made according to their proportional equity value. In such case the annual non-taxable amount of Ps.102,300 will not be deductible. These companies may eventually seek reimbursement from the direct owner of their shares in respect of any amounts paid to the Argentine tax authorities as personal assets tax. Grupo Galicia has sought reimbursement for the amount paid corresponding to December 31, 2002. The board of directors submitted the decision on how to
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proceed with respect to fiscal year 2003 to the annual shareholders’ meeting held on April 22, 2004. At that meeting, our shareholders voted to suspend all claims on our shareholders for amounts unpaid for fiscal year 2002 and to have us absorb the amounts due for fiscal year 2003 onward when not withheld from dividends.
Other Taxes
There are no Argentine federal inheritance, succession or gift taxes applicable to the ownership, transfer or disposition of ADSs or class B shares. There are no Argentine stamp, issue, registration or similar taxes or duties payable by holders of ADSs or class B shares.
Deposit and Withdrawal of Class B Shares in Exchange for ADSs
No Argentine tax is imposed on the deposit or withdrawal of class B shares in exchange for ADSs.
United States Taxes
The following summary of U.S. Federal income taxes describes certain U.S. Federal income tax consequences of the ownership of class B shares or ADSs, as such securities are set forth in the documents or the forms thereof, relating to such securities as in existence on the date hereof, but it does not purport to address all of the tax considerations that may be relevant to a decision to purchase, own or dispose of class B shares or ADSs. This summary assumes that the class B shares or ADSs will be held as capital assets and does not address tax consequences to all categories of investors, some of which (such as dealers or traders in securities or currencies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt entities, banks, insurance companies, persons that received class B shares or ADSs as compensation for the performance of services, persons owning (or are deemed to own for U.S. tax purposes) at least 10% or more (by voting power or value) of the shares of Grupo Galicia, investors whose functional currency is not the U.S. dollar and persons that will hold the class B shares or ADSs as part of a position in a “straddle” or as part of a “hedging” or “conversion” transaction for U.S. tax purposes) may be subject to special tax rules. Moreover, this summary does not address the U.S. federal estate and gift or alternative minimum tax consequences of the acquisition, ownership and disposition of class B shares or ADSs.
This summary (i) is based on the tax laws of the United States as in effect and available on the date of this annual report and on United States Treasury Regulations in effect as of the date of this annual report, as well as judicial and administrative interpretations thereof available on or before such date and (ii) is based in part on representations of the Depository and the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms. All of the foregoing are subject to change, which change could apply retroactively and could affect the tax consequences described below.
The U.S. Treasury Department has expressed concern that depositaries for American depositary receipts, or other intermediaries between the holders of shares of an issuer and the issuer, may be taking actions that are inconsistent with the claiming of U.S. foreign tax credits by U.S. holders of such receipts or shares. Accordingly, the U.S. foreign tax credit analysis described below could be affected by future actions that may be taken by the U.S. Treasury Department.
For purposes of this summary, a “U.S. Holder” is a beneficial owner of class B shares or ADSs who, for U.S. Federal income tax purposes, is (i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States or any state thereof (including the District of Columbia), (iii) an estate the income of which is subject to U.S. Federal income taxation regardless of its source, or (iv) a trust if such trust validly elects to be treated as a United States person for United States federal income tax purposes or if (a) a United States court can exercise primary supervision over its administration and (b) one or more United States persons have the authority to control all of the substantial decisions of such trust. A “Non-U.S. Holder” is a beneficial owner of class B shares or ADSs other than a U.S. Holder.
If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds class B shares or ADSs, the tax treatment of the partnership and a partner in such partnership will generally depend
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on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its tax advisor as to its tax consequences.
Each prospective purchaser should consult its own tax advisor with respect to the U.S. Federal, state, local and foreign tax consequences of acquiring, owning or disposing of class B shares or ADSs.
Ownership of ADSs in General
In general, for U.S. Federal income tax purposes holders of ADSs will be treated as the owners of the ADSs evidenced thereby and of the class B shares represented by such ADSs.
Taxation of Cash Dividends and Distribution of Stock
Subject to the discussion below under “Passive Foreign Investment Company Considerations,” for U.S. Federal income tax purposes, distributions by the Company of cash or property (other than certain distributions, if any, of class B shares or ADSs distributed pro rata to all shareholders of the Company, including holders of ADSs) made with respect to the class B shares or ADSs before reduction for any Argentine taxes withheld therefrom, will constitute dividends to the extent of the Company’s current and accumulated earnings and profits, and will be included in the gross income of a U.S. Holder as dividend income. Subject to the discussion below under “Passive Foreign Investment Company Considerations,” non-corporate U.S. Holders generally may be taxed on distributions on ADSs (or shares that are readily tradable on an established securities market in the United States at the time of such distribution) at the lower rates applicable to long-term capital gains for taxable years beginning on or before December 31, 2010 (i.e., gains from the sale of capital assets held for more than one year). Non-corporate U.S. Holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss with respect to such ADSs (or shares), that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4)(B) of the Code or that receive dividends with respect to which they are obligated to make related payments, will not be eligible for the reduced rates of taxation. Such dividends will not be eligible for the dividends received deduction generally allowed to corporations under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to the discussion below under “Passive Foreign Investment Company Considerations,” if distributions with respect to the class B shares exceed the Company’s current and accumulated earnings and profits, the excess would be treated first as a tax-free return of capital to the extent of such U.S. Holder’s adjusted tax basis in the class B shares or ADSs. Any amount in excess of the amount of the dividend and the return of capital would be treated as capital gain. The Company does not maintain calculations of its earnings and profits under U.S. federal income tax principles. Dividends paid in pesos will be included in the gross income of a U.S. Holder in an amount equal to the U.S. dollar value of the pesos on the date of receipt, which, in the case of ADSs, is the date they are received by the depositary. The amount of any distribution of property other than cash will be the fair market value of such property on the date of distribution. Any gains or losses resulting from the conversion of pesos between the time of the receipt of dividends paid in pesos and the time the pesos are converted into U.S. dollars will be treated as ordinary income or loss, as the case may be, of a U.S. Holder. Dividends received by a U.S. Holder with respect to the class B shares or ADSs will be treated as foreign source income, which may be relevant in calculating such holder’s foreign tax credit limitation. Subject to certain conditions and limitations, Argentine tax withheld on dividends may be deducted from taxable income or credited against a U.S. Holder’s U.S. Federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends generally will constitute foreign source “passive income” (or in the case of certain holders, “financial services income”) for U.S. foreign tax credit purposes. U.S. Holders should note that the “financial services income” category will be eliminated with respect to taxable years beginning after December 31, 2006. For such taxable years, the foreign tax credit limitation categories would be limited to “passive category income” and “general category income.”
Subject to the discussion below under “Backup Withholding and Information Reporting Requirements,” a Non-U.S. Holder generally will not be subject to U.S. Federal income or withholding tax on dividends received on class B shares or ADSs, unless such income is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States.
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Taxation of Capital Gains
Subject to the discussion below under “Passive Foreign Investment Company Considerations,” U.S. Holders that hold class B shares or ADSs as capital assets will recognize capital gain or loss for U.S. Federal income tax purposes upon a sale or exchange of such class B shares or ADSs in an amount equal to the difference between such U.S. Holder’s adjusted tax basis in the class B shares or ADSs and the amount realized on their disposition. In the case of a non-corporate U.S. Holder, the maximum marginal U.S. Federal income tax rate applicable to such gain will be lower than the maximum marginal federal income tax rate for ordinary income (other than certain dividends) if the U.S. Holder’s holding period for the class B shares or ADSs exceeds one year (i.e., long-term capital gains). Gain or loss, if any, recognized by a U.S. Holder generally will be treated as United States source income or loss for U.S. foreign tax credit purposes. Certain limitations exist on the deductibility of capital losses for U.S. Federal income tax purposes.
The initial tax basis of the class B shares to a U.S. Holder is the U.S. dollar value of the pesos denominated purchase price determined on the date of purchase. If the class B shares or ADSs are treated as traded on an “established securities market,” a cash basis U.S. Holder (or, if it elects, an accrual basis U.S. Holder) will determine the dollar value of the cost of such class B shares or ADSs by translating the amount paid at the spot rate of exchange on the settlement date of the purchase.
With respect to the sale or exchange of class B shares or ADSs, the amount realized generally will be the U.S. dollar value of the payment received determined on (i) the date of receipt of payment in the case of a cash basis U.S. Holder and (ii) the date of disposition in the case of an accrual basis U.S. Holder. If the class B shares or ADSs are treated as traded on an “established securities market,” a cash basis taxpayer (or, if it elects, an accrual basis taxpayer) will determine the U.S. dollar value of the amount realized by translating the amount received at the spot rate of exchange on the settlement date of the sale.
Subject to the discussion below under “Backup Withholding Tax and Information Reporting Requirements,” a Non-U.S. Holder generally will not be subject to U.S. Federal income or withholding tax on gain realized on the sale or exchange of class B shares or ADSs unless (i) such gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States or (ii) in the case of gain realized by an individual Non-U.S. Holder, the Non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the sale or exchange and certain other conditions are met.
Passive Foreign Investment Company Considerations
A Non-United States corporation will be classified as a “passive foreign investment company,” or a PFIC, for U.S. federal income tax purposes in any taxable year in which, after applying certain look-through rules, either (1) at least 75 percent of its gross income is “passive income” or (2) at least 50 percent of the average value of its gross assets is attributable to assets that produce “passive income” or is held for the production of passive income. Passive income for this purpose generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions, other than certain income derived in the active conduct of a banking business.
The application of the PFIC rules to certain banks is unclear under U.S. federal income tax law. The IRS has issued a notice and certain proposed Treasury Regulations that exclude from passive income any income derived in the active conduct of a banking business by a qualifying foreign bank (the “Active Bank Exception”). However, the IRS notice and proposed Treasury Regulations are inconsistent in certain respects. Since final Treasury Regulations have not been issued, there can be no assurance that the Company or its subsidiaries will satisfy the Active Bank Exception for any given taxable year.
Based on certain estimates of its gross income and gross assets, the nature of its business and relying on the Active Bank Exception, the Company believes that it will not be classified as a PFIC for the taxable year ended December 31, 2005. The Company’s status in future years will depend on its assets and activities in those years. The Company has no reason to believe that its assets or activities will change in a manner that would cause it to be classified as a PFIC, but there can be no assurance that the Company will not be considered a PFIC for any taxable year. If the Company were a PFIC, a U.S. Holder of class B shares or ADSs generally would be subject to imputed interest charges and other disadvantageous tax treatment (including the denial of the taxation of certain dividends at the lower rates applicable to long-term capital gains, as discussed above under “Taxation of Cash Dividends and Distribution of Stock”) with respect to any gain from the sale or exchange of, and certain distributions with respect to, the class B shares or ADSs.
If the Company were a PFIC, a U.S. Holder of class B shares or ADSs could make a variety of elections that may alleviate certain of the tax consequences referred to above, and one of these elections may be made retroactively. However, it is expected that the conditions necessary for making certain of such elections will not apply in
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the case of the class B shares or ADSs. U.S. Holders should consult their own tax advisors regarding the tax consequences that would arise if the Company were treated as a PFIC.
Backup Withholding and Information Reporting
United States backup withholding tax and information reporting requirements generally apply to certain payments to certain non-corporate holders of stock.
Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, class B shares or ADSs made within the United States, or by a U.S. payor or U.S. middleman, to a holder of class B shares or ADSs (other than an “exempt recipient,” including a corporation, a payee that is not a United States person that provides an appropriate certification and certain other persons).
A payor will be required to withhold backup withholding tax from any payments of dividends on, or proceeds from the sale or redemption of, class B shares or ADSs within the United States, or by a U.S. payor or U.S. middleman, to a holder (other than an exempt recipient such as a corporation or a payee that is not a United States person and that provides an appropriate certification) if such Holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, such backup withholding tax requirements. The backup withholding tax rate is 28% through 2010. In the case of such payments made within the United States to a foreign simple trust, foreign grantor trust or a foreign partnership (other than payments to a foreign simple trust, a foreign grantor trust or a foreign partnership that qualifies as a “withholding foreign trust” or a “withholding foreign partnership” within the meaning of certain Treasury Regulations and payments to a foreign simple trust, a foreign grantor trust or a foreign partnership that are effectively connected with the conduct of a trade or business in the United States), the beneficiaries of the foreign simple trust, the persons treated as the owners of the foreign grantor trust or the partners of the foreign partnership, as the case may be, will be required to provide the certification discussed above in order to establish an exemption from backup withholding tax and information reporting requirements. Moreover, a payor only may rely on a certification provided by a payee that is not a United States person only if such payor does not have actual knowledge or a reason to know that any information or certification stated in such certificate is incorrect.
THE ABOVE SUMMARIES ARE NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP OF THE CLASS B SHARES OR ADSs.
Material Contracts
In connection with the Bank’s foreign debt restructuring, we entered into a registration rights agreement and a corporate governance/financial reporting agreement (the “Grupo Galicia agreement”) as described in Item 4. “Information on the Company—History—Restructuring of Our Subsidiaries’ Debt—Banco Galicia—Restructuring of the Foreign Debt of the Bank’s Head Office in Argentina and its Cayman Branch.”
Under the Grupo Galicia agreement, in addition to agreeing to provide financial and other information to the lenders under the Bank’s loan agreements, we agreed that so long as any amounts payable under the loan agreements remained outstanding, we would, by November 18, 2004, cause our audit committee to have at least three members, a majority of which would be “independent directors” (as such term is defined in NASDAQ Marketplace Rule 4350(d)(2)(A)), and comply with certain provisions of the U.S. Sarbanes-Oxley Act of 2002 relating to granting of personal loans to executives, implementing internal controls and a code of ethics and providing certifications from our chief executive officer and chief financial officer.
We also agreed that we would not make any payment to our management in excess of market compensation or pay compensation to the members of our board of directors during any fiscal year, or enter into agreements or any other kind of transactions pursuant to which we would pay fees, salaries, retainers or any other kind of compensation to the members of our Board of Directors during any fiscal year, if the aggregate amount of such fees, salaries, retainers or other compensation during such fiscal year would exceed US$1.5 million.
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In addition, each year, we agreed to inform the lenders under the loan agreements as to whether a change of control, as defined in the Grupo Galicia agreement, has occurred. If a change of control occurs, it may trigger an event of default under the Bank’s loan agreements.
In connection with its foreign debt restructuring, the Bank entered into various restructured loan agreements with its bank creditors and into an indenture with The Bank of New York, acting as trustee, pursuant to which the bond instruments were issued. These loan agreements and/or indenture include a number of significant covenants that, among other things, restrict the Bank’s ability to: pay dividends on stock or purchase stock (see Item 8. “Financial Information—Dividend Policy and Dividends—Dividend Policy”); make certain types of investments; use the proceeds of the sale of certain assets or the issuance of debt or equity securities; engage in certain transactions with affiliates; and engage in business activities unrelated to the Bank’s current business. In addition, certain of these agreements also require the Bank to maintain specified financial ratios and to comply with certain reporting and informational requirements.
In December of 2004, the Bank entered into an amendment and waiver of the loan agreements, whereby the Bank and the lenders agreed mainly to (i) amend certain terms to allow for certain securitization transactions and to allow for the financing of the construction of the new corporate tower and (ii) waive delivery requirement of certain documents in connection with certain transactions.
Documents on Display
We are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we file reports and other information with the SEC. These materials, including this annual report and its exhibits, may be inspected and printed or copied for a fee at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information about the operation of the Public Reference Room by calling the SEC at (202) 942-8090. These materials are also available on the SEC’s website at http://www.sec.gov. Material submitted by us can also be inspected at the offices of The Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006-1506.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
General
Market risks faced by us are the risks arising from the fluctuations in interest rates and in foreign exchange rates. Our market risk arises mainly from the operations of Banco Galicia in its capacity as a financial intermediary. Our subsidiaries and equity investees other than Banco Galicia are also subject to market risk. However, the amount of these risks are not significant and are not discussed below. Policies regarding these risks are applied at the level of our operating subsidiaries.
At Banco Galicia, the process of establishing the consolidated Bank risk tolerance and practices is carried out under the direction of the Bank’s Board of Directors by the risk management committee and the financial risk policy committee (“Comité de Posición Financiera”). The Bank’s Board of Directors delegates risk policy definition and supervision to these committees and specific risk supervision and management functions to the Treasury Division (liquidity management and market risks), the Credit Division (credit risk) and the Risk Management Department (operational risk). The above mentioned committees are the most senior corporate forums for supervising and monitoring risk management practices and compliance. See Item 6. “Directors, Senior Management and Employees—Functions of the Board of Directors of Banco Galicia.”
The Risk Management Department’s (which reports to the Planning and Management Control Division) mission is to assure that the Bank’s Board of Directors and Bank senior management are fully aware of all of the risks to which Banco Galicia is exposed. For this, it participates in the design of the necessary policies to achieve a proper global risk management, reviews on an ongoing basis the different risk exposures and monitors compliance across the Bank with the established risk standards.
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The Treasury Division is responsible for managing liquidity and market risks. It presents to the financial risk policy committee, on a weekly basis, a report containing the information necessary to assess and control market risk. The review of such information provides the Bank with an overview of the environment in which it operates and of its exposure to market risk. Based on this review the committee formulates recommendations and actions.
Liquidity management is discussed in Item 5. “Operating and Financial Review and Prospects––Item 5B. Liquidity and Capital Resources—Liquidity.”
Credit risk management is discussed in Item 4. “Information on the Company—Selected Statistical Information—Credit Review Process” and the other sections under Item 4. “Information on the Company—Selected Statistical Information” describing the Bank’s loan portfolio and loan loss experience.
Interest Rate Risk
Interest-rate risk is the effect on the Bank’s net interest income of the fluctuations of market interest rates. Sensitivity to interest rate arises in the Bank’s normal course of business as the repricing characteristics of its interest-earning assets do not necessarily match those of its interest-bearing deposits and other borrowings. The repricing structure of assets and liabilities is matched when an equal amount of assets and liabilities reprice for any given period. Any excess of assets or liabilities over these matched items results in a gap or mismatch.
Banco Galicia aims to minimize the impact of interest rate changes on its net interest income.
It should be noted that the structure of the Bank’s balance sheet after the 2001-2002 crisis was to a large extent determined by the economic policy measures implemented by the Argentine Government, in 2002 and later on, to face such crisis, and that the Bank’s capacity to manage the structure of its balance sheet is limited to a certain extent by the unavailability of hedging instruments in the local market and to a limited availability of such instruments in the international market. See Item 5. “Operating and Financial Review and Prospects—Item 5A. Operating Results—Currency Composition of our Balance Sheet.”
The Bank monitors the repricing structure of interest-earning assets and interest-bearing liabilities, using mainly such method as gap analysis, and complements measurement with such methods as rate-shock analysis and net-present-value analysis, together with gap-duration analysis. Interest-rate gap reports are used primarily for measuring risk in the short term.
As of December 31, 2005, the Bank’s interest-earning assets and interest-bearing liabilities, taking into account the different segments of interest-earning assets and interest-bearing liabilities, and the total mismatch in each one of the segments, was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2005(1) |
| | Less than | | | | | | 5 - 10 | | Over 10 | | Non- | | | | |
(in millions of pesos) | | one Year | | 1 - 5 Years | | Years | | Years | | Sensitive | | Past Due | | Total |
|
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pesos — Adjustable by CER | | | 10,609.7 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 10,609.7 | |
Government Securities | | | 4,036.1 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,036.1 | |
Financial Trusts | | | 906.7 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 906.7 | |
Loans — Public Sector | | | 5,181.0 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,181.0 | |
Loans — Private Sector | | | 470.7 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 470.7 | |
Assets under Financial Lease | | | 15.2 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 15.2 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pesos | | | 3,545.8 | | | | 601.7 | | | | 125.8 | | | | 17.5 | | | | 614.6 | | | | — | | | | 4,905.4 | |
Cash and Due from Banks | | | — | | | | — | | | | — | | | | — | | | | 614.6 | | | | — | | | | 614.6 | |
Government Securities | | | 230.1 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 230.1 | |
Corporate Debt Securities | | | 1.5 | | | | 4.1 | | | | 8.8 | | | | 0.6 | | | | — | | | | — | | | | 15.0 | |
Financial Trusts | | | 89.7 | | | | 80.9 | | | | 36.0 | | | | 11.9 | | | | — | | | | — | | | | 218.5 | |
Loans — Public Sector | | | 64.9 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 64.9 | |
Loans — Private Sector | | | 2,983.5 | | | | 516.7 | | | | 81.0 | | | | 5.0 | | | | — | | | | — | | | | 3,586.2 | |
Assets under Financial Lease | | | 176.1 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 176.1 | |
Dollars | | | 1,939.4 | | | | 2,750.9 | | | | 1,277.3 | | | | — | | | | 528.1 | | | | — | | | | 6,495.7 | |
Cash and Due from Banks | | | — | | | | — | | | | — | | | | — | | | | 528.1 | | | | — | | | | 528.1 | |
Overnight Placements | | | 212.9 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 212.9 | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2005(1) |
| | Less than | | | | | | 5 - 10 | | Over 10 | | Non- | | | | |
(in millions of pesos) | | one Year | | 1 - 5 Years | | Years | | Years | | Sensitive | | Past Due | | Total |
|
Government Securities(1) | | | 1,109.2 | | | | 2,486.2 | | | | 1,243.1 | | | | — | | | | — | | | | — | | | | 4,838.5 | |
Corporate Debt Securities | | | 10.9 | | | | 7.3 | | | | 10.2 | | | | — | | | | — | | | | — | | | | 28.4 | |
Loans — Private Sector | | | 606.4 | | | | 257.4 | | | | 24.0 | | | | — | | | | — | | | | — | | | | 887.8 | |
| | |
Total Assets | | | 16,094.9 | | | | 3,352.6 | | | | 1,403.1 | | | | 17.5 | | | | 1,142.7 | | | | — | | | | 22,010.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pesos — Adjustable by CER | | | 9,507.9 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,507.9 | |
Time Deposits | | | 1,038.6 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,038.6 | |
Reprogrammed Deposits(2) | | | 59.4 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 59.4 | |
Other Liabilities | | | 11.8 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 11.8 | |
Loans from Domestic Financial Institutions | | | 55.5 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 55.5 | |
Argentine Central Bank | | | 8,342.6 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 8,342.6 | |
Pesos | | | 6,877.5 | | | | 116.3 | | | | — | | | | — | | | | — | | | | — | | | | 6,993.8 | |
Saving Accounts | | | 1,665.2 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,665.2 | |
Demand Deposits | | | 1,750.8 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,750.8 | |
Time Deposits | | | 2,570.4 | | | | 9.6 | | | | — | | | | — | | | | — | | | | — | | | | 2,580.0 | |
Reprogrammed Deposits(2) | | | 0.4 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0.4 | |
Negotiable Obligations | | | 104.0 | | | | 40.8 | | | | — | | | | — | | | | — | | | | — | | | | 144.8 | |
Loans from Domestic Financial Institutions | | | 80.4 | | | | 65.9 | | | | — | | | | — | | | | — | | | | — | | | | 146.3 | |
Other Liabilities | | | 706.3 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 706.3 | |
Dollars | | | 1,813.9 | | | | 2,096.5 | | | | 1,579.2 | | | | 741.3 | | | | — | | | | 22.1 | (3) | | | 6,253.0 | |
Saving Accounts | | | 540.6 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 540.6 | |
Demand Deposits | | | 60.8 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 60.8 | |
Time Deposits | | | 497.4 | | | | 169.6 | | | | 42.4 | | | | — | | | | — | | | | — | | | | 709.4 | |
Loans from Domestic Financial Institutions | | | 7.7 | | | | 18.0 | | | | — | | | | — | | | | — | | | | — | | | | 25.7 | |
Negotiable Obligations | | | 352.1 | | | | 1,423.4 | | | | 1,110.1 | | | | 703.4 | | | | — | | | | 22.1 | (3) | | | 3,611.1 | |
International Banks and Credit Agencies | | | 27.4 | | | | 270.1 | | | | 426.7 | | | | 37.9 | | | | — | | | | — | | | | 762.1 | |
Other Liabilities | | | 327.9 | | | | 215.4 | | | | — | | | | — | | | | — | | | | — | | | | 543.3 | |
| | |
Total Liabilities | | | 18,199.3 | | | | 2,212.8 | | | | 1,579.2 | | | | 741.3 | | | | — | | | | 22.1 | (3) | | | 22,754.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Asset / Liability Gap | | | (2,104.4 | ) | | | 1,139.8 | | | | (176.1 | ) | | | (723.8 | ) | | | 1,142.7 | | | | (22.1 | ) | | | (743.9 | ) |
Cumulative Gap | | | (2,104.4 | ) | | | (964.6 | ) | | | (1,140.7 | ) | | | (1,864.5 | ) | | | (721.8 | ) | | | (743.9 | ) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ratio of Cumulative Gap to Cumulative Assets | | | (13.1 | )% | | | (5.0 | )% | | | (5.5 | )% | | | (8.9 | )% | | | (3.3 | )% | | | (3.4 | )% | | | | |
Ratio of Cumulative Gap to Total Assets | | | (9.6 | )% | | | (4.4 | )% | | | (5.2 | )% | | | (8.5 | )% | | | (3.3 | )% | | | (3.4 | )% | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Asset / Liability Gap CER | | | 1,101.8 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,101.8 | |
Asset / Liability Gap Interest Rate Pesos | | | (3,331.7 | ) | | | 485.4 | | | | 125.8 | | | | 17.5 | | | | 614.6 | | | | — | | | | (2,088.4 | ) |
Asset / Liability Gap Interest Rate Dollars(4) | | | 125.5 | | | | 654.4 | | | | (301.9 | ) | | | (741.3 | ) | | | 528.1 | | | | (22.1 | ) | | | 242.7 | |
Principal only. Principal includes the CER adjustment. Does not include interest.
| | |
(1) | | Includes Boden 2012 to be received corresponding to the Hedge Bond. |
|
(2) | | Reprogrammed deposits with amparo claims only. |
|
(3) | | Represents debt held by creditors that did not participate in the exchange offer to restructure the foreign debt of the Bank’s Head Office in Argentina and its Cayman Branch completed in May 2004. |
|
(4) | | Adjusted to reflect forward purchases and sales of foreign exchange without delivery of the underlying asset, registered in memorandum accounts, this gap amounted to Ps.38.0 million as of December 3, 2005. |
In the table above, CER-adjusted assets and liabilities are shown as variable rate assets and liabilities, which reprice with the rate of inflation, i.e., monthly. Therefore, these assets and liabilities are shown in the first bucket, i.e., in the column under the heading “Less than One Year.” In addition, the column under the heading “Past Due” shows Ps.22.1 million of negotiable obligations held by creditors that did not participate in the restructuring of the Bank’s foreign debt completed in May 2004.
To measure interest-rate risk, but with a longer term perspective, the Bank also uses the following methods:
(i) net present-value / gap duration analysis: first the net present value method is used to obtain the economic value of the Bank’s assets and liabilities, by: a) valuing assets and liabilities with a market quotation, when available, at their market value; and b) calculating the net present value of financial assets and liabilities by using market interest rates, when available, to discount the cash flows of financial assets and liabilities with similar credit risk, collateral and maturity. When not available, interest rates estimated by the Bank were used.
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Second, the individual “duration” of each financial asset and liability is determined. Subsequently individual durations are weighted by the net present value of the corresponding asset or liability. The weighted net duration of the Bank’s shareholders’ equity (net portfolio) is obtained. This measurement allows the determination of the variation of the economic value of the Bank’s net portfolio for a given variation (typically 50 or 100 b.p.) in market interest rates. The lower the weighted net duration of shareholders’ equity, the lower the exposure to changes in market interest rates.
The weighted net duration of the Bank’s shareholders’ equity is calculated considering the Bank’s CER-adjusted assets and liabilities as variable rate instruments. The interest rate on CER-adjusted assets and liabilities was considered as comprising a variable component, the CER variation which protects principal in real terms, plus a fixed component, the real fixed interest rate. Therefore the interest rate on CER-adjusted assets and liabilities is equivalent to a variable interest rate composed of a fixed spread over a variable reference interest rate, which reprices monthly.
(ii) Rate shock analysis: this method enables the Bank to measure the impact of given interest-rate variations (typically 50 or 100 b.p.) on the Bank’s year-one net financial income. The method assumes that interest-rate movements from levels at a given rate are immediate and of the same magnitude and direction, while the structure and volume of assets and liabilities remains unchanged. In the case of CER adjusted assets and liabilities, interest-rate movements (increases or decreases) apply to the variable reference rate component.
The following discussion about Banco Galicia’s management of interest-rate rate risk contains forward-looking statements that involve risk and uncertainties. Actual results could differ from those projected in the forward-looking statements.
The tables below show the gap duration and rate shock analyses mentioned above for December 31, 2005, December 31, 2004 and December 31, 2003.
The tables below measure as of December 31, 2005, the net present values of the Bank’s net portfolio for various interest-rate scenarios, as well as the absolute and percentage changes from the net present value of this portfolio corresponding to the interest-rate levels of December 31, 2005. The tables also show the Bank’s year-one net interest income generated for various interest-rate scenarios, as well as the absolute and percent changes from amounts generated by the December 31, 2005 interest rate levels. The same is presented as of December 31, 2004, and December 31, 2003.
For December 31, 2005 and December 31, 2004, the breakdown of the Bank ´s net portfolio into trading and non-trading is presented. The trading net portfolio represents primarily short-term securities issued by the Argentine Central Bank (Lebac).
For December 31, 2003, the breakdown of the Bank’s net portfolio into trading and non-trading portfolios is not presented, as the Bank’s trading portfolio as of that date was low.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2005 |
Net Portfolio | | Fair Value | | Net Interest Income(1) |
Change in Interest Rates in Basis Points | | | | | | Absolute | | | | | | | | | | Absolute | | |
(Rate Shock) | | Amount | | Variation | | % Change | | Amount | | Variation | | % Change |
| | (in millions of pesos, except percentages) |
200 | | Ps. | 907.1 | | | Ps. | (1.2 | ) | | | (0.13 | )% | | Ps. | 348.9 | | | Ps. | 82.6 | | | | 31.00 | % |
150 | | | 907.4 | | | | (0.9 | ) | | | (0.10 | ) | | | 328.3 | | | | 62.0 | | | | 23.30 | |
100 | | | 907.8 | | | | (0.5 | ) | | | (0.06 | ) | | | 307.9 | | | | 41.6 | | | | 15.61 | |
50 | | | 908.0 | | | | (0.3 | ) | | | (0.03 | ) | | | 287.4 | | | | 21.1 | | | | 7.94 | |
Static | | | 908.3 | | | | — | | | | — | | | | 266.3 | | | | — | | | | — | |
(50) | | | 908.6 | | | Ps. | 0.3 | | | | 0.03 | % | | | 245.7 | | | Ps. | (20.6 | ) | | | (7.72 | )% |
(100) | | | 908.9 | | | | 0.6 | | | | 0.07 | | | | 219.2 | | | | (47.1 | ) | | | (17.70 | ) |
(150) | | | 909.2 | | | | 0.9 | | | | 0.10 | | | | 193.7 | | | | (72.6 | ) | | | (27.27 | ) |
(200) | | | 909.6 | | | | 1.3 | | | | 0.14 | | | | 169.9 | | | | (96.4 | ) | | | (36.20 | ) |
| | |
(1) | | Net interest income of the first year. |
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| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2005 |
Net Trading Portfolio | | Fair Value | | Net Interest Income(1) |
Change in Interest Rates in Basis Points | | | | | | Absolute | | | | | | | | | | Absolute | | |
(Rate Shock) | | Amount | | Variation | | % Change | | Amount | | Variation | | % Change |
| | (in millions of pesos, except percentages) |
200 | | Ps. | 721.8 | | | Ps. | (3.5 | ) | | | (0.48 | )% | | Ps. | 61.2 | | | Ps. | 10.6 | | | | 20.95 | % |
150 | | | 722.7 | | | | (2.6 | ) | | | (0.36 | ) | | | 58.6 | | | | 8.0 | | | | 15.81 | |
100 | | | 723.6 | | | | (1.7 | ) | | | (0.23 | ) | | | 55.9 | | | | 5.3 | | | | 10.47 | |
50 | | | 724.5 | | | | (0.8 | ) | | | (0.11 | ) | | | 53.2 | | | | 2.6 | | | | 5.14 | |
Static | | | 725.3 | | | | — | | | | — | | | | 50.6 | | | | — | | | | — | |
(50) | | | 726.2 | | | Ps. | 0.9 | | | | 0.12 | % | | | 47.9 | | | Ps. | (2.7 | ) | | | (5.34 | )% |
(100) | | | 727.1 | | | | 1.8 | | | | 0.25 | | | | 45.2 | | | | (5.4 | ) | | | (10.67 | ) |
(150) | | | 728.0 | | | | 2.7 | | | | 0.37 | | | | 42.6 | | | | (8.0 | ) | | | (15.81 | ) |
(200) | | | 728.9 | | | | 3.6 | | | | 0.50 | | | | 39.9 | | | | (10.7 | ) | | | (21.15 | ) |
| | |
(1) | | Net interest income of the first year. |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2005 |
Net Non-Trading Portfolio | | Fair Value | | Net Interest Income(1) |
Change in Interest Rates in Basis Points | | | | | | Absolute | | | | | | | | | | Absolute | | |
(Rate Shock) | | Amount | | Variation | | % Change | | Amount | | Variation | | % Change |
| | (in millions of pesos, except percentages) |
200 | | Ps. | 185.3 | | | Ps. | 2.3 | | | | 1.26 | % | | Ps. | 287.7 | | | Ps. | 72.0 | | | | 33.38 | % |
150 | | | 184.7 | | | | 1.7 | | | | 0.93 | | | | 269.7 | | | | 54.0 | | | | 25.03 | |
100 | | | 184.2 | | | | 1.2 | | | | 0.66 | | | | 252.0 | | | | 36.3 | | | | 16.83 | |
50 | | | 183.5 | | | | 0.5 | | | | 0.27 | | | | 234.2 | | | | 18.5 | | | | 8.58 | |
Static | | | 183.0 | | | | — | | | | — | | | | 215.7 | | | | — | | | | — | |
(50) | | | 182.4 | | | Ps. | (0.6 | ) | | | (0.33 | )% | | | 197.8 | | | Ps. | (17.9 | ) | | | (8.30 | )% |
(100) | | | 181.8 | | | | (1.2 | ) | | | (0.66 | ) | | | 174.0 | | | | (41.7 | ) | | | (19.33 | ) |
(150) | | | 181.2 | | | | (1.8 | ) | | | (0.98 | ) | | | 151.1 | | | | (64.6 | ) | | | (29.95 | ) |
(200) | | | 180.7 | | | | (2.3 | ) | | | (1.26 | ) | | | 130.0 | | | | (85.7 | ) | | | (39.73 | ) |
| | |
(1) | | Net interest income of the first year. |
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The tables above show that, as of December 31, 2005, the weighted net duration of the Bank’s shareholders’ equity was approximately 0.07. This indicates that, as of December 31, 2005, a 100-b.p. increase in interest rates would result in a 0.07% decline in the net present value of the Bank’s shareholders’ equity, while a decrease of 100 b.p. would have the opposite effect. This shows that the sensitivity of the Bank’s shareholders’ equity to interest-rate movements was low as of that date.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2004 |
Net Portfolio | | Fair Value | | Net Interest Income(1) |
Change in Interest Rates in Basis Points | | | | | | Absolute | | | | | | | | | | Absolute | | |
(Rate Shock) | | Amount | | Variation | | % Change | | Amount | | Variation | | % Change |
| | (in millions of pesos, except percentages) |
200 | | Ps. | 949.9 | | | Ps. | (1.3 | ) | | | (0.14 | )% | | Ps. | 146.8 | | | Ps. | 69.7 | | | | 90.34 | % |
150 | | | 950.2 | | | | (1.0 | ) | | | (0.11 | ) | | | 129.2 | | | | 52.1 | | | | 67.60 | |
100 | | | 950.5 | | | | (0.7 | ) | | | (0.07 | ) | | | 111.8 | | | | 34.7 | | | | 44.97 | |
50 | | | 950.8 | | | | (0.4 | ) | | | (0.04 | ) | | | 94.4 | | | | 17.3 | | | | 22.43 | |
Static | | | 951.2 | | | | | | | | — | | | | 77.1 | | | | | | | | | |
(50) | | | 951.6 | | | Ps. | 0.4 | | | | 0.04 | % | | | 59.9 | | | Ps. | (17.2 | ) | | | (22.33 | )% |
(100) | | | 952.0 | | | | 0.8 | | | | 0.08 | | | | 42.7 | | | | (34.4 | ) | | | (44.57 | ) |
(150) | | | 952.3 | | | | 1.1 | | | | 0.12 | | | | 17.6 | | | | (59.5 | ) | | | (77.21 | ) |
(200) | | | 952.8 | | | | 1.6 | | | | 0.17 | | | | (7.5 | ) | | | (84.6 | ) | | | (109.71 | ) |
| | |
(1) | | Net interest income of the first year. |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2004 |
Net Trading Portfolio | | Fair Value | | Net Interest Income(1) |
Change in Interest Rates in Basis Points | | | | | | Absolute | | | | | | | | | | Absolute | | |
(Rate Shock) | | Amount | | Variation | | % Change | | Amount | | Variation | | % Change |
| | (in millions of pesos, except percentages) |
200 | | Ps. | 525.7 | | | Ps. | (2.3 | ) | | | (0.44 | )% | | Ps. | 37.5 | | | Ps. | 10.0 | | | | 36.36 | % |
150 | | | 526.3 | | | | (1.7 | ) | | | (0.32 | ) | | | 35.0 | | | | 7.5 | | | | 27.27 | |
100 | | | 526.8 | | | | (1.2 | ) | | | (0.23 | ) | | | 32.5 | | | | 5.0 | | | | 18.18 | |
50 | | | 527.4 | | | | (0.6 | ) | | | (0.11 | ) | | | 30.0 | | | | 2.5 | | | | 9.09 | |
Static | | | 528.0 | | | | — | | | | — | | | | 27.5 | | | | — | | | | — | |
(50) | | | 528.6 | | | Ps. | 0.6 | | | | 0.11 | % | | | 25.0 | | | Ps. | (2.5 | ) | | | (9.09 | )% |
(100) | | | 529.2 | | | | 1.2 | | | | 0.23 | | | | 22.5 | | | | (5.0 | ) | | | (18.18 | ) |
(150) | | | 529.7 | | | | 1.7 | | | | 0.32 | | | | 20.0 | | | | (7.5 | ) | | | (27.27 | ) |
(200) | | | 530.3 | | | | 2.3 | | | | 0.44 | | | | 17.5 | | | | (10.0 | ) | | | (36.36 | ) |
| | |
(1) | | Net interest income of the first year. |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2004 |
Net Non-Trading Portfolio | | Fair Value | | Net Interest Income(1) |
Change in Interest Rates in Basis Points | | | | | | Absolute | | | | | | | | | | Absolute | | |
(Rate Shock) | | Amount | | Variation | | % Change | | Amount | | Variation | | % Change |
| | (in millions of pesos, except percentages) |
200 | | Ps. | 424.2 | | | Ps. | 1.0 | | | | 0.24 | % | | Ps. | 109.3 | | | Ps. | 59.7 | | | | 120.36 | % |
150 | | | 423.9 | | | | 0.7 | | | | 0.17 | | | | 94.2 | | | | 44.6 | | | | 89.92 | |
100 | | | 423.7 | | | | 0.5 | | | | 0.12 | | | | 79.3 | | | | 29.7 | | | | 59.88 | |
50 | | | 423.4 | | | | 0.2 | | | | 0.05 | | | | 64.4 | | | | 14.8 | | | | 29.84 | |
Static | | | 423.2 | | | | — | | | | — | | | | 49.6 | | | | — | | | | — | |
(50) | | | 423.0 | | | Ps. | (0.2 | ) | | | (0.05 | )% | | | 34.9 | | | Ps. | (14.7 | ) | | | (29.64 | )% |
(100) | | | 422.8 | | | | (0.4 | ) | | | (0.09 | ) | | | 20.2 | | | | (29.4 | ) | | | (59.27 | ) |
(150) | | | 422.6 | | | | (0.6 | ) | | | (0.14 | ) | | | (2.4 | ) | | | (52.0 | ) | | | (104.84 | ) |
(200) | | | 422.5 | | | | (0.7 | ) | | | (0.17 | ) | | | (25.0 | ) | | | (74.6 | ) | | | (150.40 | ) |
| | |
(1) | | Net interest income of the first year. |
The tables above show that, as of December 31, 2004, the weighted net duration of the Bank’s shareholders’ equity was approximately 0.08. This indicates that, as of December 31, 2004, a 100-b.p. increase in interest rates would result in a 0.08% decline in the net present value of the Bank’s shareholders’ equity, while a decrease of 100 b.p. would have the opposite effect.
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| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2003 |
Net Portfolio | | Fair Value | | Net Interest Income(1) |
Change in Interest Rates in Basis Points | | | | | | Absolute | | | | | | | | | | Absolute | | |
(Rate Shock) | | Amount | | Variation | | % Change | | Amount | | Variation | | % Change |
| | (in millions of pesos, except percentages) |
200 | | Ps. | 990,6 | | | Ps. | (155,3 | ) | | | (13,55 | )% | | Ps. | 130,9 | | | Ps. | 4,2 | | | | 3,30 | % |
150 | | | 1.028,9 | | | | (117,0 | ) | | | (10,21 | ) | | | 129.8 | | | | 3,1 | | | | 2,47 | |
100 | | | 1.068,6 | | | | (77,3 | ) | | | (6,75 | ) | | | 128,8 | | | | 2,1 | | | | 1,64 | |
50 | | | 1.107,5 | | | | (38,4 | ) | | | (3,35 | ) | | | 127,7 | | | | 1,0 | | | | 0,82 | |
Static | | | 1.145,9 | | | | — | | | | — | | | | 126,7 | | | | — | | | | — | |
(50) | | | 1.184,7 | | | Ps. | 38,8 | | | | 3,39 | % | | | 125,8 | | | Ps. | (0,9 | ) | | | (0,72 | )% |
(100) | | | 1.224,2 | | | | 78,3 | | | | 6,83 | | | | 124,9 | | | | (1,8 | ) | | | (1,43 | ) |
(150) | | | 1.263,6 | | | | 117,7 | | | | 10,27 | | | | 118 | | | | (8,7 | ) | | | (6,89 | ) |
(200) | | | 1.303,1 | | | | 157,2 | | | | 13,72 | | | | 111,4 | | | | (15,3 | ) | | | (12,06 | ) |
| | |
(1) | | Net interest income of the first year. |
As of December 31, 2005, the weighted net duration of the Bank’s shareholders’ equity (0.07) was practically unchanged as compared to that as of the end of the prior fiscal year (0.08).
This reflects the fact that the composition of the Bank’s balance sheet remained similar to that of the prior year, in terms of interest rates (fixed vs. variable) and terms.
As of December 31, 2004, the weighted net duration of the Bank’s shareholders’ equity recorded a significant decrease from the level as of December 31, 2003 (6.83). This decrease was mainly attributable to a decrease of the weighted duration of the Bank’s assets in 2004, while the weighted duration of liabilities remained similar to that of the prior year. The reduction in the weighted duration of assets reflects the exchange of a fixed-rate instrument (the External Notes) for a variable-rate instrument (Discount Bonds in Pesos). The weighted duration of liabilities in 2004 remaining similar to that of the prior year reflects the greater participation in total liabilities of the net present value of the foreign debt of the Bank’s Head Office and its Cayman Branch that was restructured in 2004, which counterbalanced a reduction in the duration of deposits. For December 31, 2003, the net present value of such debt was calculated by discounting the associated cash flows by the yield of the Boden 2012, which was 17%. This discount rate was considered as the most appropriate one, given that similar instruments were not available as of that date. Given that the restructuring of the foreign debt of the Bank’s Head Office and its Cayman Branch was completed in May 2004, the discount rate used as of December 31, 2004, was the yield resulting from the market price for each component of such debt, which was approximately 10%. The decrease in the discount rate generated a greater net present value than in the prior year and, therefore, the participation of such debt in total liabilities increased.
Foreign Exchange Rate Risk
Exchange-rate sensitivity is the relationship between the fluctuations of exchange rates and the Bank’s net financial income resulting from the revaluation of the Bank’s assets and liabilities denominated in foreign currency. The impact of variations in the exchange rate on the Bank’s net financial income depends on whether the Bank has a net asset foreign currency position (the amount by which foreign currency denominated assets exceed foreign currency denominated liabilities) or a short foreign currency position (the amount by which foreign currency denominated liabilities exceed foreign currency denominated assets). In the first case an increase/decrease in the exchange rate derives in a gain/loss, respectively. In the second case, an increase/decrease derives in a loss/gain, respectively.
As of December 31, 2005, Banco Galicia had a net asset foreign currency position of Ps.38.0 million (US$12.5 million), after adjusting its on-balance sheet position of Ps.286.3 million by net forward sales of foreign currency without delivery of the underlying asset, for Ps.248.3 million (US$81.9 million) recorded off-balance sheet. No hedge instruments were used in prior fiscal years.
As of December 31, 2004, Banco Galicia had a net asset foreign currency position of Ps.776.3 million (US$261.0 million), which amounted to Ps.256.7 million (US$87.5 million) as of December 31, 2003. If the Bank’s holdings of dollar-denominated External Notes for Ps.749.7 million are considered as peso-denominated assets adjusted by CER (as a result of such External Notes having being tendered in January 2005 to the exchange offered by the Argentine Government to restructure part of Argentina’s sovereign debt and of the Bank’s decision to receive Discount Bonds in pesos in an offer not subject to proration), its net asset foreign currency position as of December
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31, 2004 is almost null. The following tables contain information on Banco Galicia’s sensitivity to exchange-rate risk that constitute forward-looking statements that involve risk and uncertainties. Actual results could differ from those projected in the forward-looking statements.
The tables below show the effects of changes in the exchange rate of the peso vis-à-vis the U.S. dollar on the value of the Bank’s foreign currency net asset position as of December 31, 2005, 2004, and 2003. As of these dates, the breakdown of the Bank’s foreign currency net asset position into trading and non-trading was not presented as the Bank had an immaterial foreign currency trading portfolio.
| | | | | | | | | | | | |
| | Value of Foreign Currency Net Position as of |
| | December 31, 2005 |
Percentage Change in the Value of the Peso Relative to the Dollar(1) | | Amount | | Absolute Variation | | % Change |
| | (in millions of pesos, except percentages) |
40% | | | 53,2 | | | | 15,2 | | | | 40,0 | |
30% | | | 49,4 | | | | 11,4 | | | | 30,0 | |
20% | | | 45,6 | | | | 7,6 | | | | 20,0 | |
10% | | | 41,8 | | | | 3,8 | | | | 10,0 | |
Static | | | 38,0 | (2) | | | — | | | | — | |
(10)% | | | 34,2 | | | | (3,8 | ) | | | (10,0 | ) |
(20)% | | | 30,4 | | | | (7,6 | ) | | | (20,0 | ) |
(30)% | | | 26,6 | | | | (11,4 | ) | | | (30,0 | ) |
(40)% | | | 22,8 | | | | (15,2 | ) | | | (40,0 | ) |
| | |
(1) | | Devaluation / (Revaluation). |
|
(2) | | Adjusted to reflect forward purchases and sales without delivery of the underlying asset, registered in memorandum accounts. |
| | | | | | | | | | | | |
| | Value of Foreign Currency Net Position as of |
| | December 31, 2004 |
Percentage Change in the Value of the Peso Relative to the Dollar(1) | | Amount | | Absolute Variation | | % Change |
| | (in millions of pesos, except percentages) |
40% | | Ps. | 1,086.8 | | | Ps. | 310.5 | | | | 40.0 | % |
30% | | | 1,009.2 | | | | 232.9 | | | | 30.0 | |
20% | | | 931.6 | | | | 155.3 | | | | 20.0 | |
10% | | | 853.9 | | | | 77.6 | | | | 10.0 | |
Static | | | 776.3 | | | | — | | | | — | |
(10)% | | | 698.7 | | | | (77.6 | ) | | | (10.0 | ) |
(20)% | | | 621.0 | | | | (155.3 | ) | | | (20.0 | ) |
(30)% | | | 543.4 | | | | (232.9 | ) | | | (30.0 | ) |
(40)% | | | 465.8 | | | | (310.5 | ) | | | (40.0 | ) |
| | |
(1) | | Devaluation / (Revaluation). |
| | | | | | | | | | | | |
| | Value of Foreign Currency Net Position as of |
| | December 31, 2003 |
Percentage Change in the Value of the Peso Relative to the Dollar(1) | | Amount | | Absolute Variation | | % Change |
| | (in millions of pesos, except percentages) |
40% | | Ps. | 359.4 | | | Ps. | 102.7 | | | | 40.0 | % |
30% | | | 333.7 | | | | 77.0 | | | | 30.0 | |
20% | | | 308.0 | | | | 51.3 | | | | 20.0 | |
10% | | | 282.4 | | | | 25.7 | | | | 10.0 | |
Static | | | 256.7 | | | | — | | | | — | |
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| | | | | | | | | | | | |
| | Value of Foreign Currency Net Position as of |
| | December 31, 2003 |
Percentage Change in the Value of the Peso Relative to the Dollar(1) | | Amount | | Absolute Variation | | % Change |
| | (in millions of pesos, except percentages) |
(10)% | | | 231.0 | | | | (25.7 | ) | | | (10.0 | ) |
(20)% | | | 205.4 | | | | (51.3 | ) | | | (20.0 | ) |
(30)% | | | 179.7 | | | | (77.0 | ) | | | (30.0 | ) |
(40)% | | | 154.0 | | | | (102.7 | ) | | | (40.0 | ) |
| | |
(1) | | Devaluation / (Revaluation). |
The Bank’s net foreign currency position as of December 31, 2005 of Ps.38.0 million shows a significant decrease from the Ps.776.3 million recorded as of December 31, 2004. This decrease is mainly attributable to: (i) net forward sales of foreign currency for Ps.248.2 million (recorded off-balance sheet), and (ii) to the option chosen by the Bank, in January 2005, to exchange its holdings of External Notes for Discount Bonds in Pesos, in the exchange offered by the Argentine Government to restructure part of Argentina’s foreign debt.
The increase in the Bank’s net asset foreign currency position as of December 31, 2004 from that as of December 31, 2003, when expressed in pesos, was mainly attributable to the repayment of debt in connection with the restructuring of the Bank’s foreign debt completed in May 2004, in the amount of US$135.0 million, and to the repayment of Galicia Uruguay deposits, in accordance with the restructuring agreement schedule, in the amount of US$118.0 million, which were both made by using pesos. These reductions were partially offset by the raising of dollar-denominated funding through repurchase agreements with Boden 2012, for US$67.6 million.
Item 12. Description of Securities Other Than Equity Securities
Not applicable.
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PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
As of the date of this annual report, payment defaults remain on the following debt instruments of the Bank’s Head Office in Argentina, which were not restructured in the exchange offer to restructure the Bank’s foreign debt as a result of certain holders not having participated in such exchange offer, which was completed in May 2004:
| • | | 9% Notes due 2003 issued under the Indenture dated November 8, 1993, among the Bank, The Bank of New York, as trustee, co-registrar, principal paying agent and registrar. As of June 22, 2006, the total principal amount in default was US$5.2 million and the total accrued and unpaid interest was US$2.4 million. |
|
| • | | Floating Rate Notes issued under a global medium term note program and a purchase agreement, dated June 7, 2001, among the Bank, Santander Central Hispano Investment Securities Inc., New York, as arranger and syndication agent, Banco Santander Central Hispano S.A., acting through its New York branch, as administrative and PRI Agent, the initial purchasers and The Bank of New York, New York, as principal paying agent. As of June 22, 2006, the total principal amount in default is US$0.9 million and the total accrued and unpaid interest was US$0.2 million. |
As of the date of this annual report, the total principal amount past due represents less than 0.5% of the principal amount subject to restructuring at the expiration date of the above mentioned exchange offer. See Item 4. “Information on the Company—History—Restructuring of Our Subsidiaries Debt—Banco Galicia—Restructuring of the Foreign Debt of the Bank’s Head Office in Argentina and its Cayman Branch.”
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Not applicable.
Item 15. Controls and Procedures
During 2005, we continued committing significant efforts to align our internal control structure and procedures for financial reporting to the requirements established by Section 404 of the U.S. Sarbanes Oxley Act (the “U.S. S-OX Act”). The framework utilized in the project to ensure compliance with this section is based on the methodology proposed by the Sponsoring Organizations of the Treadway Commission (COSO).
In line with the project to align our internal controls to the requirements of Section 404 of the U.S. S-OX Act and the regulations related to internal controls issued by the Public Company Accounting Oversight Board (“PCAOB”), the efforts made during the fiscal year were basically focused on concluding the process of documentation of our control entity, financial reporting and IT environment control procedures, including those of our main subsidiaries. In addition, the Bank’s main suppliers were identified and procedures are being conducted in order to evaluate their controls on those processes that affect directly the service provided by the supplier, in accordance with the internationally recognized auditing standard “Statement on Auditing Standard No.70 (SAS 70),” developed by the American Institute of Certified Public Accounts (AIPCA). This evaluation includes controls on the IT environment and related processes.
In terms of corporate governance and in accordance with best practices, since the U.S. S-OX Act was enacted, Grupo Galicia and its main subsidiaries have put in place disclosure committees which are in operation and compliance with their responsibilities, in addition to the Audit Committee of Grupo Galicia and Banco Galicia. Both audit committees have been actively involved in organizing and supervising the process aimed at complying with the requirements of Section 404 of the U.S. S-OX Act.
As in the two prior fiscal years, we conducted an evaluation of the effectiveness of the design and operation of our financial disclosure controls and procedures as of December 31, 2005, under the supervision and participation
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of our senior management, including our chief executive officer and chief financial officer pursuant to Rules 13a-15 and 15d-15 under the Exchange Act. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of December 31, 2005, our financial disclosure controls and procedures are effective in ensuring that all material information we are required to disclose in the reports we file under the Exchange Act is gathered and communicated to our management, including our chief executive officer and chief financial officer, in a timely fashion, and that information required to be disclosed in this annual report or our other reports to be filed under the Exchange Act is timely recorded, processed, summarized and reported.
Since December 31, 2005, there have been no significant changes in our internal financial disclosure controls or in other factors that could significantly affect these controls.
Item 16. [Reserved]
Item 16A. Audit Committee Financial Expert
Mr. Luis O. Oddone is our Audit Committee financial expert and he is independent as that term is defined under Nasdaq National Market listing requirements.
Item 16B. Code of Ethics
Grupo Galicia has adopted a corporate code of ethics for itself and its main subsidiaries in accordance with the requirements of Section 406 of the U.S. S-OX Act. During 2005, no changes were introduced to Grupo Galicia’s corporate code of ethics and there have been no waivers to such code. Grupo Galicia’s code of ethics is available on its website, <http://www.gfgsa.com>.
Item 16C. Principal Accountants’ Fees and Services
The following table sets forth the total remuneration billed to us and our subsidiaries by our independent registered public accounting firm, Price Waterhouse & Co. S.R.L., during the fiscal years ended December 31, 2005 and 2004. During 2004 and the first quarter of 2005, Net Investment S.A. and Galicia Warrants used the services of a local accounting firm. Amounts paid to this firm were minimal in the two reported fiscal years.
| | | | | | | | |
| | 2005 | | 2004 |
| | (In thousands of pesos) |
Audit fees | | | 3,177 | | | | 2,673 | |
Audit related fees | | | 819 | | | | 680 | |
Tax fees | | | 126 | | | | 136 | |
All other fees | | | 256 | | | | 403 | |
| | | | | | | | |
Total | | | 4,378 | | | | 3,892 | |
| | | | | | | | |
Audit Fees
Audit fees are mainly the fees billed in relation with professional services for auditing our consolidated financial statements under local and U.S. GAAP requirements for the fiscal years 2004 and 2005.
Audit-Related Fees
Audit-related fees are fees billed for professional services related to attestation, review and verification services with respect to our financial information and the provision of services in connection with special reports in each of the years 2004 and 2005.
Tax Fees
Tax fees are fees billed with respect to tax compliance and advisory services related to tax liabilities.
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All Other Fees
All other fees include fees paid for professional services other than the services reported above under “audit fees,” “audit related fees” and “tax fees” in each of the fiscal periods above.
Audit Committee Preapproval
Our audit committee is required to pre-approve all audit and non-audit services to be provided by our independent registered public accounting firm. Since 2004, our Audit Committee has reviewed and approved audit and non-audit services fees proposed by our independent auditors.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and affiliated Purchasers
None.
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PART III
Item 17. Financial Statements
Not applicable.
Item 18. Financial Statements
Report of the Independent Registered Public Accounting Firm as of and for the fiscal years ended December 31, 2005, 2004 and 2003
Consolidated Balance Sheets as of December 31, 2005 and 2004
Consolidated Statements of Income for the years ended December 31, 2005, 2004 and 2003
Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2005, 2004 and 2003
Notes to the Consolidated Financial Statements
You can find our audited consolidated financial statements on pages F-1 to F-92 of this annual report.
Item 19. Exhibits
| | |
Exhibit | | Description |
| | |
1.1 | | Unofficial English language translation of the By-laws(estatutos sociales). **** |
| | |
2.1 | | Form of Deposit Agreement between The Bank of New York and the registrant, including the form of American Depositary Receipt.* |
| | |
2.2 | | Indenture, dated as of May 18, 2004, among the Bank, The Bank of New York and Banco Rio de la Plata S.A.** |
| | |
4.1 | | English translation of form of Financial Trust Contract, dated April 16, 2002, among the Bank, Banco Provincia de Buenos Aires and BAPRO Mandatos y Negocios S.A.*** |
| | |
4.2 | | English translation of form of Loan Agreement, dated March 21, 2002, by and between Seguro de Depositos S.A. and the Bank.*** |
| | |
4.4 | | Form of restructured loan facility (as evidenced by the Note Purchase Agreement, dated as of April 27, 2004, among the Bank, Barclays Bank PLC, the holders party thereto and Deutsche Bank Trust Company Americas).** |
| | |
4.5 | | Form of Amendment No. 1 and Waiver to Restructured Loan Facility (as evidenced by the Amendment No. 1 and Waiver to Note Purchase Agreement, dated as of December 20, 2004, among Banco de Galicia y Buenos Aires S.A., the holders party thereto and Deutsche Bank Trust Company Americas). **** |
| | |
8.1 | | For a list of our subsidiaries as of the end of the fiscal year covered by this annual report, please see Item 4. “Information on the Company — Organizational Structure.” |
-205-
| | |
Exhibit | | Description |
| | |
12.1 | | Certification of the principal executive officer required under Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
| | |
12.2 | | Certification of the principal financial officer required under Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
| | |
13.1 | | Certification of the principal executive officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
| | |
13.2 | | Certification of the principal financial officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
| | |
* | | Incorporated by reference from our Registration Statement on Form F-4 (333-11960). |
|
** | | Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31, 2003. |
|
*** | | Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31, 2002. |
|
**** | | Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31, 2004. |
-206-
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| | | | |
| | GRUPO FINANCIERO GALICIA S.A. |
| | | | |
| | By: | /s/ Antonio Garcés |
| | | |
| | | Name: | Antonio Garcés |
| | | Title: | Chairman of the Board, Chief Executive Officer |
Date: June 28, 2006
-207-
GRUPO FINANCIERO GALICIA S.A. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | |
| | Page | |
| | | F-2 | |
| | | | |
| | | F-3 | |
| | | | |
| | | F-6 | |
| | | | |
| | | F-8 | |
| | | | |
| | | F-10 | |
| | | | |
| | | F-11 | |
F-1
Report of Independent Registered Public Accounting Firm
To the Shareholders’ and the Board of Directors of
Grupo Financiero Galicia S.A.
We have audited the accompanying consolidated balance sheets of Grupo Financiero Galicia S.A. and its subsidiaries (together “the Group”) as of December 31, 2005 and 2004, and the related consolidated statements of operations, of changes in shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company’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 the standards of the Public Company Accounting Oversight Board (United States) and the auditing standards generally accepted in Argentina and performed the auditing procedures required by the Banco Central de la Republica Argentina (the “BCRA”). Those standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Grupo Financiero Galicia S.A. and its subsidiaries at December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting rules prescribed by the BCRA.
The quality of the Group’s financial condition and results of operations depends to a significant extent on macroeconomic and political conditions prevailing in Argentina, as well as the Argentine Government’s ability to perform on its obligations to Banco de Galicia y Buenos Aires S.A., the Group’s main subsidiary, relating to Federal secured loans, federal government securities and its obligation to approve and deliver government securities under various laws and regulations.
As described in Note 40 and 41, respectively, accounting rules prescribed by the BCRA differ in certain respects from, and is a comprehensive basis of accounting other than, accounting principles generally accepted in Argentina for enterprises in general and accounting principles generally accepted in the United States of America (“US GAAP”). Information relating to the nature and effect of the differences between accounting rules prescribed by the BCRA and US GAAP is presented in Note 41.
Price Waterhouse & Co. S.R.L.
Santiago J. Mignone
Partner
Buenos Aires, Argentina
February 14, 2006, except for Notes 32, 39 and 41 as to which the date is June 22, 2006.
F-2
Grupo Financiero Galicia S.A. and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2005 and 2004
(Expressed in thousands of Argentine pesos)
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
ASSETS | | | | | | | | |
A. Cash and due from banks | | | | | | | | |
Cash | | | 552,495 | | | | 442,494 | |
Banks and correspondents | | | 488,663 | | | | 546,175 | |
| | | | | | |
| | Ps. | 1,041,158 | | | Ps. | 988,669 | |
| | | | | | | | |
B. Government and corporate securities | | | | | | | | |
Holdings of investment account securities | | | 650,924 | | | | 601,264 | |
Holdings of trading securities | | | 21,229 | | | | 37,105 | |
Government securities without quotation | | | 4,591,071 | | | | 4,371,716 | |
Securities issued by the Argentine Central Bank | | | 704,467 | | | | 508,544 | |
Investments in quoted corporate securities | | | 4,418 | | | | 16,086 | |
Allowances | | | (353 | ) | | | (618 | ) |
| | | | | | |
| | Ps. | 5,971,756 | | | Ps. | 5,534,097 | |
| | | | | | | | |
C. Loans | | | | | | | | |
To the non-financial public sector | | | 5,235,869 | | | | 4,558,873 | |
To the financial sector | | | 128,203 | | | | 150,530 | |
To the non-financial private sector and residents abroad | | | 5,619,015 | | | | 4,361,393 | |
Overdrafts | | | 222,779 | | | | 199,668 | |
Promissory notes | | | 1,836,887 | | | | 1,099,243 | |
Mortgage loans | | | 503,397 | | | | 623,944 | |
Pledge loans | | | 121,095 | | | | 92,889 | |
Consumer loans | | | 258,015 | | | | 58,161 | |
Credit card loans | | | 1,732,114 | | | | 1,105,386 | |
Other | | | 812,587 | | | | 772,996 | |
Accrued Interest, adjustments and quotation differences receivable | | | 146,839 | | | | 414,400 | |
(Document interest) | | | (14,684 | ) | | | (5,286 | ) |
(Unallocated collections) | | | (14 | ) | | | (8 | ) |
Allowances | | | (427,911 | ) | | | (632,619 | ) |
| | | | | | |
| | Ps. | 10,555,176 | | | Ps. | 8,438,177 | |
| | | | | | | | |
D. Other receivables resulting from financial brokerage | | | | | | | | |
Argentine Central Bank | | | 108,819 | | �� | | 78,463 | |
Amounts receivable for spot and forward sales to be settled | | | 264,170 | | | | 56,209 | |
Securities receivable under spot and forward purchases to be settled | | | 270,476 | | | | 313,462 | |
Negotiable obligations without quotation | | | 41,403 | | | | 20,384 | |
Balances from forward transactions without delivery of underlying asset to be settled | | | 709 | | | | — | |
Compensation to be received from the national government | | | 4,154,989 | | | | 4,732,288 | |
Other | | | 1,357,057 | | | | 1,524,593 | |
Allowances | | | (35,242 | ) | | | (27,711 | ) |
| | | | | | |
| | Ps. | 6,162,381 | | | Ps. | 6,697,688 | |
The accompanying Notes are an integral part of these consolidated financial statements
F-3
Grupo Financiero Galicia S.A. and Subsidiaries
Consolidated Balance Sheets — Continued
As of December 31, 2005 and 2004
(Expressed in thousands of Argentine pesos)
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
ASSETS (Continued) | | | | | | | | |
E. Assets under financial leases | | | | | | | | |
Assets under financial leases | | | 193,697 | | | | 103,443 | |
Allowances | | | (2,521 | ) | | | (2,493 | ) |
| | | | | | |
| | Ps. | 191,176 | | | Ps. | 100,950 | |
| | | | | | | | |
F. Equity investments | | | | | | | | |
In financial institutions | | | 3,088 | | | | 3,029 | |
Other | | | 113,336 | | | | 108,714 | |
Allowances | | | (31,304 | ) | | | (28,924 | ) |
| | | | | | |
| | Ps. | 85,120 | | | Ps. | 82,819 | |
| | | | | | | | |
G. Miscellaneous receivables | | | | | | | | |
Receivables for assets sold | | | 85 | | | | 879 | |
Tax on minimum presumed income — Tax credit | | | 170,989 | | | | 138,010 | |
Other | | | 360,050 | | | | 353,507 | |
Accrued interest on receivables for assets sold | | | 6 | | | | 33 | |
Other accrued interest and adjustments receivable | | | 65 | | | | 64,263 | |
Allowances | | | (77,626 | ) | | | (36,911 | ) |
| | | | | | |
| | Ps. | 453,569 | | | Ps. | 519,781 | |
| | | | | | | | |
H. Bank premises and equipment | | Ps. | 484,198 | | | Ps. | 489,182 | |
| | | | | | | | |
I. Miscellaneous assets | | Ps. | 199,152 | | | Ps. | 160,033 | |
| | | | | | | | |
J. Intangible assets | | | | | | | | |
Goodwill | | | 85,003 | | | | 115,080 | |
Organization and development expenses | | | 405,357 | | | | 522,924 | |
| | | | | | |
| | Ps. | 490,360 | | | Ps. | 638,004 | |
| | | | | | | | |
K. Unallocated items | | | 1,678 | | | | 1,154 | |
| | | | | | |
Total Assets | | Ps. | 25,635,724 | | | Ps. | 23,650,554 | |
| | | | | | |
The accompanying Notes are an integral part of these consolidated financial statements
F-4
Grupo Financiero Galicia S.A. and Subsidiaries
Consolidated Balance Sheets — Continued
As of December 31, 2005 and 2004
(Expressed in thousands of Argentine pesos)
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
| | | | | | | | |
L. Deposits | | | | | | | | |
Non-financial public sector | | Ps. | 90,341 | | | Ps. | 131,932 | |
Financial sector | | | 6,201 | | | | 17,157 | |
Non-financial private sector and residents abroad | | | 8,325,118 | | | | 6,607,824 | |
Current accounts | | | 1,639,766 | | | | 1,192,474 | |
Saving accounts | | | 2,211,436 | | | | 1,638,694 | |
Time deposits | | | 4,186,018 | | | | 3,415,788 | |
Investment accounts | | | 158 | | | | 383 | |
Other | | | 192,584 | | | | 280,220 | |
Accrued interest and quotation differences payable | | | 95,156 | | | | 80,265 | |
| | | | | | |
| | Ps. | 8,421,660 | | | Ps. | 6,756,913 | |
| | | | | | | | |
M. Other liabilities resulting from financial brokerage | | | | | | | | |
Argentine Central Bank | | | 8,611,909 | | | | 8,428,717 | |
Financial assistance Decrees No. 739/03 and 1262/03 | | | 4,981,287 | | | | 5,321,697 | |
Other | | | 3,630,622 | | | | 3,107,020 | |
Banks and international entities | | | 762,055 | | | | 772,393 | |
Unsubordinated negotiable obligations | | | 3,052,434 | | | | 3,348,652 | |
Amounts payable for spot and forward purchases to be settled | | | 222,729 | | | | 229,537 | |
Securities to be delivered under spot and forward sales to be settled | | | 266,071 | | | | 56,155 | |
Loans from domestic financial institutions | | | 220,422 | | | | 191,195 | |
Balances from forward transactions without delivery of underlying asset to be settled | | | 418 | | | | — | |
Other | | | 1,152,433 | | | | 909,926 | |
Accrued interest and quotation differences payable | | | 125,242 | | | | 119,992 | |
| | | | | | |
| | Ps. | 14,413,713 | | | Ps. | 14,056,567 | |
| | | | | | | | |
N. Miscellaneous liabilities | | | | | | | | |
Dividends payable | | | — | | | | 5 | |
Directors’ and Syndics’ fees | | | 3,438 | | | | 3,676 | |
Other | | | 331,324 | | | | 294,888 | |
Adjustments and accrued interest payable | | | 1 | | | | 2,043 | |
| | | | | | |
| | Ps. | 334,763 | | | Ps. | 300,612 | |
| | | | | | | | |
O. Provisions | | | 258,374 | | | | 517,806 | |
P. Subordinated negotiable obligations | | | 431,024 | | | | 380,077 | |
Q. Unallocated items | | | 3,915 | | | | 5,574 | |
R. Minority interests | | | 145,499 | | | | 113,467 | |
| | | | | | |
Total Liabilities | | Ps. | 24,008,948 | | | Ps. | 22,131,016 | |
| | | | | | |
| | | | | | | | |
SHAREHOLDERS’ EQUITY | | | 1,626,776 | | | | 1,519,538 | |
| | | | | | |
Total Liabilities and Shareholders’ Equity | | Ps. | 25,635,724 | | | Ps. | 23,650,554 | |
| | | | | | |
The accompanying Notes are an integral part of these consolidated financial statements
F-5
Grupo Financiero Galicia S.A. and Subsidiaries
Consolidated Statements of Income
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
A. Financial income | | | | | | | | | | | | |
Interest on cash and due from banks | | Ps. | 68 | | | Ps. | 44 | | | Ps. | 68 | |
Interest on loans granted to the financial sector | | | 2,823 | | | | 5,189 | | | | 101,107 | |
Interest on overdrafts | | | 39,957 | | | | 28,254 | | | | 38,801 | |
Interest on promissory notes | | | 119,017 | | | | 97,544 | | | | 192,816 | |
Interest on mortgage loans | | | 74,052 | | | | 67,935 | | | | 94,832 | |
Interest on pledge loans | | | 10,806 | | | | 6,706 | | | | 11,714 | |
Interest on credit card loans | | | 222,657 | | | | 163,054 | | | | 127,522 | |
Interest on other loans | | | 35,705 | | | | 26,050 | | | | 28,888 | |
Interest on other receivables resulting from financial brokerage | | | 165,895 | | | | 90,017 | | | | 98,663 | |
Net income from government and corporate securities | | | 333,107 | | | | — | | | | 46,221 | |
Net income from secured loans — Decree No. 1387/01 | | | 203,487 | | | | 186,038 | | | | 178,708 | |
Consumer price index adjustment (CER / CVS) | | | 1,091,832 | | | | 588,653 | | | | 509,077 | |
Other | | | 99,226 | | | | 132,101 | | | | 23,657 | |
| | | | | | | | | |
| | Ps. | 2,398,632 | | | Ps. | 1,391,585 | | | Ps. | 1,452,074 | |
| | | | | | | | | | | | |
B. Financial expenses | | | | | | | | | | | | |
Interest on current account deposits | | | 15,301 | | | | 4,858 | | | | 3,039 | |
Interest on savings account deposits | | | 4,557 | | | | 4,124 | | | | 3,045 | |
Interest on time deposits | | | 142,051 | | | | 90,511 | | | | 201,766 | |
Interest on financing from the financial sector | | | 4,581 | | | | 6,146 | | | | 6,756 | |
Interest on other liabilities resulting from financial brokerage | | | 269,276 | | | | 172,558 | | | | 340,567 | |
Other interest | | | 334,398 | | | | 323,245 | | | | 408,764 | |
Net loss from government and corporate securities | | | — | | | | 7,027 | | | | — | |
Consumer price index adjustment | | | 1,006,752 | | | | 501,831 | | | | 187,532 | |
Other | | | 69,013 | | | | 57,144 | | | | 153,347 | |
| | | | | | | | | |
| | Ps. | 1,845,929 | | | Ps. | 1,167,444 | | | Ps. | 1,304,816 | |
| | | | | | | | | | | | |
C. Gross brokerage margin | | | 552,703 | | | | 224,141 | | | | 147,258 | |
| | | | | | | | | | | | |
Loan loss provisions | | | 76,730 | | | | 190,232 | | | | 286,428 | |
| | | | | | | | | | | | |
D. Income from services | | | | | | | | | | | | |
In relation to lending transactions | | | 185,825 | | | | 157,084 | | | | 136,075 | |
In relation to borrowing transactions | | | 175,907 | | | | 140,375 | | | | 116,165 | |
Other commissions | | | 14,898 | | | | 8,035 | | | | 9,347 | |
Other | | | 269,106 | | | | 223,558 | | | | 170,170 | |
| | | | | | | | | |
| | Ps. | 645,736 | | | Ps. | 529,052 | | | Ps. | 431,757 | |
| | | | | | | | | | | | |
E. Expenses for services | | | | | | | | | | | | |
Commissions | | | 53,906 | | | | 40,899 | | | | 35,237 | |
Other | | | 68,065 | | | | 51,860 | | | | 35,121 | |
| | | | | | | | | |
| | Ps. | 121,971 | | | Ps. | 92,759 | | | Ps. | 70,358 | |
The accompanying Notes are an integral part of these consolidated financial statements
F-6
Grupo Financiero Galicia S.A. and Subsidiaries
Consolidated Statements of Income — Continued
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
F. Monetary result of financial brokerage | | Ps. | — | | | Ps. | — | | | Ps. | (14,157 | ) |
| | | | | | | | | | | | |
G. Administrative expenses | | | | | | | | | | | | |
Personnel expenses | | | 392,308 | | | | 296,733 | | | | 243,501 | |
Directors’ and syndics’ fees | | | 5,793 | | | | 4,040 | | | | 1,917 | |
Other fees | | | 32,314 | | | | 19,808 | | | | 21,294 | |
Advertising and publicity | | | 68,132 | | | | 37,796 | | | | 20,020 | |
Taxes | | | 37,349 | | | | 40,872 | | | | 29,806 | |
Other operating expenses | | | 187,223 | | | | 179,983 | | | | 204,599 | |
Other | | | 57,849 | | | | 44,708 | | | | 42,227 | |
| | | | | | | | | |
| | Ps. | 780,968 | | | Ps. | 623,940 | | | Ps. | 563,364 | |
| | | | | | | | | | | | |
H. Monetary result of operating expenses | | Ps. | — | | | Ps. | — | | | Ps. | 84 | |
| | | | | | | | | | | | |
Net Income / (Loss) from financial brokerage | | Ps. | 218,770 | | | Ps. | (153,738 | ) | | Ps. | (355,208 | ) |
| | | | | | | | | | | | |
I. Minority interests result | | Ps. | (34,609 | ) | | Ps. | (14,302 | ) | | Ps. | (9,232 | ) |
| | | | | | | | | | | | |
J. Miscellaneous income | | | | | | | | | | | | |
Net income from equity investments | | | 6,662 | | | | 2,990 | | | | — | |
Default interests | | | 835 | | | | 895 | | | | 3,183 | |
Loans recovered and allowances reversed | | | 163,608 | | | | 366,645 | | | | 563,838 | |
Other | | | 111,061 | | | | 134,348 | | | | 97,805 | |
Consumer price index adjustment (CER) | | | 7,341 | | | | 9,728 | | | | 54,381 | |
| | | | | | | | | |
| | Ps. | 289,507 | | | Ps. | 514,606 | | | Ps. | 719,207 | |
| | | | | | | | | | | | |
K. Miscellaneous losses | | | | | | | | | | | | |
Net loss on long-term investments | | | — | | | | — | | | | 22,570 | |
Default interests and charges in favor of the Argentine Central Bank | | | 16 | | | | 19 | | | | 125 | |
Loan loss provisions for miscellaneous receivables and other provisions | | | 99,754 | | | | 134,135 | | | | 315,167 | |
Amortization of differences arising from court resolution | | | 122,279 | | | | 121,010 | | | | 77,880 | |
Other | | | 124,538 | | | | 157,119 | | | | 155,311 | |
Consumer price index adjustment | | | 541 | | | | 336 | | | | 1,827 | |
| | | | | | | | | |
| | Ps. | 347,128 | | | Ps. | 412,619 | | | Ps. | 572,880 | |
| | | | | | | | | | | | |
L. Monetary Result of other operations | | Ps. | — | | | Ps. | — | | | Ps. | (3,517 | ) |
| | | | | | | | | | | | |
Net Income / (Loss) before tax | | | 126,540 | | | | (66,053 | ) | | | (221,630 | ) |
| | | | | | | | | | | | |
M. Income tax | | Ps. | 19,302 | | | Ps. | 43,818 | | | Ps. | 590 | |
| | | | | | | | | | | | |
| | | | | | | | | |
Net Income / (Loss) for the fiscal year | | Ps. | 107,238 | | | Ps. | (109,871 | ) | | Ps. | (222,220 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Net Income / (Loss) per common share (basic and assuming full dilution) | | | 0.086 | | | | (0.093 | ) | | | (0.203 | ) |
The accompanying Notes are an integral part of these consolidated financial statements
F-7
Grupo Financiero Galicia S.A. and Subsidiaries
Consolidated Statements of Cash Flows
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
Cash Flow from operating activities: | | | | | | | | | | | | |
Net Income / (Loss) for the year | | Ps. | 107,238 | | | Ps. | (109,871 | ) | | Ps. | (222,220 | ) |
Adjustments to reconcile net income to net cash from Operating activities: | | | | | | | | | | | | |
Depreciation of bank premises and equipment and Miscellaneous assets | | | 36,962 | | | | 41,567 | | | | 52,496 | |
Amortization of intangible assets | | | 182,713 | | | | 193,744 | | | | 163,390 | |
Increase in allowances for loan and other losses, net of reversals | | | 48,209 | | | | 69,132 | | | | 118,920 | |
Equity (gain) loss of unconsolidated subsidiaries | | | (6,662 | ) | | | (3,580 | ) | | | 8,095 | |
(Gain) loss on sale of premises and equipment | | | (1,355 | ) | | | (391 | ) | | | 11,486 | |
Gain on trouble debt restructuring | | | — | | | | (141,610 | ) | | | — | |
Monetary loss | | | — | | | | — | | | | 17,939 | |
Adjustment of Compensatory Bond to be received | | | — | | | | — | | | | 90,243 | |
Consumer price index adjustment (CER/CVS) | | | (484,834 | ) | | | (26,447 | ) | | | (324,073 | ) |
Unrealized foreign exchange (loss) / gain | | | (13,569 | ) | | | 13,940 | | | | 83,234 | |
Decrease (Increase) in government securities — trading | | | 490,050 | | | | 91,557 | | | | (314,324 | ) |
Decrease (Increase) in other assets | | | 476,928 | | | | (75,634 | ) | | | 54,599 | |
Increase (Decrease) in other liabilities | | | 20,321 | | | | (273,297 | ) | | | (47,614 | ) |
| | | | | | | | | |
Net cash provided by / (used in) operating activities | | Ps. | 856,001 | | | Ps. | (220,890 | ) | | Ps. | (307,829 | ) |
| | | | | | | | | | | | |
Cash Flow from investing activities: | | | | | | | | | | | | |
(Increase)/Decrease in loans, net | | | (628,259 | ) | | | (112,368 | ) | | | 734,720 | |
Decrease in deposits at the Argentine Central Bank | | | (30,356 | ) | | | (8,617 | ) | | | (13,938 | ) |
Additions to bank premises and equipment, miscellaneous, And intangible assets | | | (127,252 | ) | | | (131,807 | ) | | | (124,469 | ) |
Proceeds of sales of premises and equipment | | | 18,350 | | | | 12,599 | | | | 33,520 | |
| | | | | | | | | |
Net cash ( used in) / provided by investing activities | | Ps. | (767,517 | ) | | Ps. | (240,193 | ) | | Ps. | 629,833 | |
| | | | | | | | | | | | |
Cash Flow from financing activities: | | | | | | | | | | | | |
Increase in deposits, net | | | 1,696,266 | | | | 1,415,052 | | | | 782,718 | |
Borrowings under credit facilities — long term | | | 179,181 | | | | — | | | | — | |
Payments on credit facilities — long term | | | (418,483 | ) | | | (289,719 | ) | | | (537,074 | ) |
Decrease in short-term borrowings, net | | | (1,239,176 | ) | | | (561,018 | ) | | | (252,600 | ) |
(Decrease)/Increase in repurchase agreements | | | (259,142 | ) | | | 261,654 | | | | (24,601 | ) |
Repayment of principal and interest on restructured debt | | | — | | | | (207,639 | ) | | | — | |
| | | | | | | | | |
Net cash (used in) / provided by financing activities | | Ps. | (41,354 | ) | | Ps. | 618,330 | | | Ps. | (31,557 | ) |
The accompanying Notes are an integral part of these consolidated financial statementsF-8
Grupo Financiero Galicia S.A. and Subsidiaries
Consolidated Statements of Cash Flows — Continued
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
Increase in cash and cash equivalents, net | | Ps. | 47,130 | | | Ps. | 157,247 | | | Ps. | 290,447 | |
Cash and cash equivalents at the beginning of the year | | | 988,669 | | | | 826,150 | | | | 576,838 | |
Effect of exchange rate changes on cash | | | 5,359 | | | | 5,272 | | | | (36,216 | ) |
Monetary effect on cash and cash equivalent | | | — | | | | — | | | | (4,919 | ) |
| | | | | | | | | |
Cash and cash equivalents at the end of the year | | Ps. | 1,041,158 | | | Ps. | 988,669 | | | Ps. | 826,150 | |
| | | | | | | | | | | | |
Supplemental disclosures relative to cash flows: | | | | | | | | | | | | |
Interest paid | | Ps. | 516,429 | | | Ps. | 509,901 | | | Ps. | 621,162 | |
Income tax paid | | Ps. | 44,625 | | | Ps. | 528 | | | Ps. | — | |
Minimum Presumed Income Tax .(*) | | Ps. | 42,419 | | | Ps. | 24,886 | | | Ps. | 48,436 | |
For the fiscal years ended December 31, 2005 and 2004, Ps. 582,192 and Ps. 906,025 for the compensation received and to be received from the national government Ps. 199,568 and Ps 184,597 respectively of advance to be requested from the Argentine Central Bank for the subscription of the Hedge Bond, did not require the movement of cash.
The swap of provincial loans into secured bonds (“BOGAR”), which as of December 31, 2003, amounted to Ps. 3,473,661 did not required the movement of cash.
(*) The MPIT is calculated based on assets and can be credited against future income tax.
The accompanying Notes are an integral part of these consolidated financial statements
F-9
Grupo Financiero Galicia S.A. and Subsidiaries
Consolidated Statements of Changes in Shareholders’s Equity
For the years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Inflation | | | | | | | | | | | | | | | |
| | | | | | | | | | adjustments to | | | | | | | | | | | | | | | |
| | | | | | | | | | Capital Stock | | | | | | | | | | | (Accumulated | | | Total | |
| | | | | | Paid in | | | and Paid in | | | Profit reserves | | | deficit)/ Retained | | | Shareholders’ | |
| | Capital Stock | | | Capital | | | Capital | | | Legal | | | Other | | | earnings | | | Equity | |
Balance at December 31, 2002 | | Ps. | 1,092,407 | | | Ps. | 79,251 | | | Ps. | 1,410,048 | | | Ps. | 29,493 | | | Ps. | 492,339 | | | Ps. | (1,502,694 | ) | | Ps. | 1,600,844 | |
| | | | | | | | | | | | | | | | | | | | | |
Adjustment to retained earnings | | | — | | | | — | | | | — | | | | — | | | | — | | | | 40,759 | | | | 40,759 | |
Absorption approved by the shareholders’ meeting on April 23,2003 | | | — | | | | — | | | | — | | | | — | | | | (492,339 | ) | | | 492,339 | | | | — | |
Net loss for the year | | | — | | | | — | | | | — | | | | — | | | | — | | | | (222,220 | ) | | | (222,220 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2003 | | Ps. | 1,092,407 | | | Ps. | 79,251 | | | Ps. | 1,410,048 | | | Ps. | 29,493 | | | Ps. | — | | | Ps. | (1,191,816 | ) | | Ps. | 1,419,383 | |
| | | | | | | | | | | | | | | | | | | | | |
Capital Increase | | | 149,000 | | | | 61,026 | | | | — | | | | — | | | | — | | | | — | | | | 210,026 | |
Net loss for the year | | | — | | | | — | | | | — | | | | — | | | | — | | | | (109,871 | ) | | | (109,871 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2004 | | Ps. | 1,241,407 | | | Ps. | 140,277 | | | Ps. | 1,410,048 | | | Ps. | 29,493 | | | Ps. | — | | | Ps. | (1,301,687 | ) | | Ps. | 1,519,538 | |
| | | | | | | | | | | | | | | | | | | | | |
Absorption approved by the shareholders’ meeting on April 28,2005 | | | — | | | | (140,277 | ) | | | (1,131,917 | ) | | | (29,493 | ) | | | — | | | | 1,301,687 | | | | — | |
Net Income for the year | | | | | | | | | | | | | | | — | | | | — | | | | 107,238 | | | | 107,238 | |
| | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2005 | | Ps. | 1,241,407 | | | Ps. | — | | | Ps. | 278,131 | | | Ps. | — | | | Ps. | — | | | Ps. | 107,238 | | | Ps. | 1,626,776 | |
| | | | | | | | | | | | | | | | | | | | | |
The accompanying Notes are an integral part of these consolidated financial statements
F-10
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
1. Basis of Presentation.
Grupo Financiero Galicia S.A. (“Grupo Galicia”, the “Company” or the “Group”) is a corporation organized under the laws of Argentina and acts as a holding company for Banco de Galicia y Buenos Aires S.A. and its subsidiaries (“Banco Galicia” or the “Bank”). Grupo Galicia was formed by the controlling shareholders of the Bank on September 14, 1999 to consummate an exchange of shares with the shareholders of Banco Galicia and establish Grupo Galicia as the Bank’s holding company. Grupo Galicia was formed with two classes of shares: Class A shares, which are entitled to 5 votes per share, and Class B shares, which are entitled to 1 vote per share. To effect the exchange, Grupo Galicia offered to exchange Grupo Galicia class B shares for all outstanding Banco Galicia class B shares on a 2.5-for-1 basis and to exchange Grupo Galicia ADSs for all outstanding Banco Galicia ADSs on a 1-for-1 basis. The controlling shareholders retained all of the class A shares. As a result of the exchange, which was consummated on July 26, 2000, the Company became holder of 93.23% of the Bank’s capital stock, and the remaining 6.77% remained as a minority interest in the Bank. At December 31, 2005 and 2004, the Company’s interest in Banco Galicia as a result of open market purchases was 93.60% and 93.59%, respectively.
Banco Galicia is a private-sector commercial bank organized under the laws of Argentina which provides general banking services, through its branches, to corporate and retail customers. As a result of the Argentine economic crisis and the economic policy measures adopted by the government during 2002, Banco Galicia’s New York branch was closed on January 30, 2003, and Banco Galicia’s Cayman branch was closed during 2006.
Grupo Galicia directly holds 100% of the capital stock and voting rights of Galval Agente de Bolsa S.A. and 87.50% of the capital stock and voting rights of Net Investment S.A., Galicia Warrants S.A. and Sudamericana Holding S.A.; while its controlled company, Banco Galicia, the remaining 12.50% of the capital stock and voting rights of those companies.
Net Investment S.A.’s financial statements, in turn, have been consolidated on a line-by-line basis with the balance sheet, income statements and statements of cash flows of B2Agro S.A. As of December 31, 2005, Net Investment S.A. held the following percentages:
| | | | | | | | |
Company | | December 31, 2005 | | December 31, 2004 |
B2Agro S.A. | | | 99.99 | % | | | 99.99 | % |
Sudamericana Holding S.A. results have been adapted to cover a twelve-month period as of September 30, 2005, for consolidation purposes. This company’s financial statements, in turn, have been consolidated on a line-by-line basis with the balance sheet, income statements and statements of cash flows of Galicia Retiro Cía. de Seguros S.A., Galicia Vida Cía. de Seguros S.A., Sudamericana Asesores de Seguros S.A. and Galicia Patrimoniales Cía. de Seguros S.A.. As of September 30, 2005, Sudamericana Holding S.A. held the following percentages:
| | | | | | | | |
Company | | December 31, 2005 | | December 31, 2004 |
Galicia Retiro Cía. de Seguros S.A. | | | 99.99 | % | | | 99.99 | % |
Galicia Vida Cía. de Seguros S.A. | | | 99.99 | % | | | 99.99 | % |
Sudamericana Asesores de Seguros S.A. | | | 99.97 | % | | | 99.97 | % |
Galicia Patrimoniales Cía. de Seguros S.A. | | | 99.99 | % | | | 99.99 | % |
Banco Galicia’s consolidated financial statements as of December 31, 2005 and December 31, 2004 include the assets, liabilities and results of the controlled companies detailed below. The percentages directly held in those companies’ capital stock are as follows:
F-11
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | | | | | | | |
Company | | December 31, 2005 | | December 31, 2004 |
Banco Galicia Uruguay S.A. | | | 100.00 | % | | | 100.00 | % |
Tarjetas Regionales S.A. | | | 100.00 | % | | | 100.00 | % |
Galicia Factoring y Leasing S.A. | | | 99.98 | % | | | 99.98 | % |
Galicia Valores S.A. Sociedad de Bolsa | | | 99.99 | % | | | 99.99 | % |
Galicia Capital Markets S.A. (in liquidation) | | | — | | | | 99.99 | % |
Agro Galicia S.A. (in liquidation) | | | — | | | | 100.00 | % |
The financial statements of the controlled companies were adapted to the valuation and disclosure standards set by the Argentine Central Bank and cover the same period as that of the financial statements of Banco Galicia.
The financial statements of Banco Galicia Uruguay S.A. include the balances of Galicia Uruguay S.A. consolidated on a line-by-line basis with those of Banco de Galicia (Cayman) Limited (In Provisional Liquidation), in which Banco Galicia Uruguay S.A. holds 65.3405% of its capital stock and Banco Galicia holds the remaining 34.6595%.
The latest statements have been consolidated with those of Galicia Pension Fund Limited, in which Banco de Galicia (Cayman) Limited (in provisional liquidation) holds a 100% interest.
Furthermore, Galicia Pension Fund Limited consolidates its financial statements with those of Galicia Administradora de Fondos S.A. Sociedad Gerente de Fondos Comunes de Inversión, in which it holds a 99.985% interest.
Banco Galicia holds 68.218548% of Tarjetas Regionales S.A. capital stock and votes, while Banco de Galicia (Cayman) Limited (in provisional liquidation) holds the remaining 31.781452%.
The December 31, 2005 financial statements of Tarjetas Regionales S.A., which were used for consolidation purposes, have in turn been consolidated on a line-by-line basis with the financial statements of Tarjeta Naranja S.A., Tarjetas Cuyanas S.A. and Tarjetas del Mar S.A., in which Tarjetas Regionales S.A. holds a controlling interest.
The percentages directly held in those companies’ capital stock are as follows:
| | | | | | | | |
Company | | December 31, 2005 | | December 31, 2004 |
Tarjetas Cuyanas S.A. | | | 60.000 | % | | | 60.000 | % |
Tarjetas del Mar S.A. | | | 99.999 | % | | | 99.999 | % |
Tarjeta Naranja S.A. | | | 80.000 | % | | | 80.000 | % |
In addition, Tarjeta Naranja S.A. financial statements have been consolidated with the financial statements of Cobranzas Regionales S.A., in which it holds 87.7% of voting stock. Furthermore, Tarjetas Cuyanas S.A. holds a 12.3% interest in Cobranzas Regionales S.A. capital stock and voting rights.
Consolidation of the financial statements of Galicia Capital Markets S.A. (in liquidation) and Agro Galicia S.A. (in liquidation) has been discontinued during this fiscal year, as a result of their anticipated dissolution.
F-12
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Transactions between related parties have been eliminated for the purposes of these statements.
2. Significant Accounting Policies.
The accounting policies and financial statements presentation conform to the rules of the Argentine Central Bank which prescribes the generally accepted accounting principles for all banks in Argentina (the “Argentine Banking GAAP”). This differs in certain significant respects from generally accepted accounting principles in Argentina applicable to enterprises in general (“Argentine GAAP”) (see Note 40) and from generally accepted accounting principles in the United States of America (“US GAAP”). (see Notes 27 and 41)
Certain required disclosures have not been presented herein since they are not material to the accompanying financial statements. In addition, certain presentations and disclosures, including the statements of cash flows, have been included in the accompanying financial statements to comply with the Securities and Exchange Commission’s regulations for foreign registrants.
Certain reclassifications of prior year information have been made to conform with current year presentation.
The following is a summary of significant policies followed by the Group in the preparation of the consolidated financial statements.
2.1 Presentation of financial statements in Constant Argentine Pesos.
Effective September 1, 1995, pursuant to Decree No. 316/95, the Group discontinued its prior practice of adjusting the financial statements for inflation. Effective January 1, 2002, however, as a result of the application of Argentine Central Bank Communiqué “A” 3702, Resolution No. 415/02 of the CNV and Resolution No. 240/02 of the Argentine Federation of Professional Councils in Economic Sciencies “FACPCE”, the Group resumed the application of the adjustment for inflation. The adjustments resulting from the change in the purchasing power of the peso between January 1, 2002 and December 31, 2002 are stated in the currency value as of December 31, 2002.
In 2002, Argentina experienced a high rate of inflation. The wholesale Price Index (WPI) increased approximately 118.44% in 2002. Accordingly, the Group consolidated financial statements as of and for the year ended December 31, 2002, have been adjusted for inflation and restated in constant pesos as of December 31, 2002.
Primarily as a result of the stabilization of the WPI during the first half of 2003, the Argentine government published Decree No. 664/03 and the Argentine Central Bank issued Communiqué “A” 3821 dated April 8, 2003 which eliminated the requirement that financial statements be prepared in constant currency. These rules became effective for financial periods ending on or after March 1, 2003. Likewise, on April 8, 2003, the CNV issued resolution No. 441/03 discontinuing inflation accounting as of March 1, 2003. Between January 1, 2003 and February 28, 2003, the WPI increased approximately 0.87%.
F-13
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
2.2 Foreign Currency.
Foreign currency is stated at the U.S. dollar rate of exchange set by the Argentine Central Bank, prevailing at the close of operations on the last business day of each month.
Assets and liabilities valued in foreign currencies other than the US dollar are converted into U.S. dollars using the year end exchange rates issued by the Argentine Central Bank’s trading desk.
For financial reporting purposes, these assets and liabilities are then translated into pesos at the year end U.S. dollar to Argentine peso exchange rate.
2.3 Government and Corporate Securities.
Government securities mainly represent obligations of the Argentine government. Corporate securities included in this caption consist of listed corporate equity securities and listed debt securities. Corporate equity and debt securities are considered as held for trading purposes.
Realized and unrealized gains and losses on sales and interest income on government and corporate securities are included as “Net Income (loss) from Government and Corporate Securities” in the accompanying statements of income.
Valuation of government securities under Argentine Banking GAAP.
The Argentine Central Bank established the categories in which banks classify Argentine government securities listed on local or foreign markets and the accounting valuation for the securities in each of these categories. The categories established by the Argentine Central Bank are the following: “investment account”, “held for trading” and “without quotation”.
Trading securities are marked to market, and any difference between book value and their market price is recognized as a gain or loss in the income statement.
Through Communiqué “A” 3278, the Argentine Central Bank established that, effective June 1, 2001, the holdings incorporated as investment securities had to be valued at their acquisition cost increased by accruing their internal rate of return over the period elapsed since the date of inclusion of the securities in the investment account category. If the aforementioned carrying value of the security at the last day of each month is greater than the market value plus 20%, then the value of the security must be written down to the market value plus 20%.
These holdings include BODEN 2012, received within the framework of Sections 28 and 29 of Decree 905/02 (see Note 32) recorded at their cost plus accrued interest. The treatment of the difference exceeding 20% between the market value and the carrying value mentioned above does not apply to these securities. While this valuation criterion is followed, no cash dividends may be distributed, except for the amount of profits in excess of the difference between the carrying value and the market value of these securities. If the position of these securities and the balances receivable not used as collateral for the subscription of the Hedge Bond which were included in “Other receivables resulting from financial brokerage” had been stated at market value, a decrease of Ps.463,928 and Ps. 617,764 would have been recorded in the shareholders’ equity at December 31, 2005 and 2004 respectively.
The securities BODEN 2007 and 2013 are considered trading securities and they have been recorded at market value.
F-14
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Effective January 7, 2003, Argentine Central Bank Communiqué “A” 3857 restricted the possibility of classifying securities as holdings in investment accounts to those existing in the Bank’s portfolio as of December 31, 2002.
a) Secured Bonds in Pesos: In accordance with Argentine Central Bank’s regulations, secured bonds in pesos have been valued at the lower of their present value and their face value. Those used as collateral for the advances from the Argentine Central Bank for the subscription of the bonds contemplated by Sections 10, 11 and 12 of Decree No. 905/02, have been recorded at the value admitted by the Argentine Central Bank for assets used as collateral. The market value of those not used as collateral for the advances for the subscription of the Hedge Bond is lower than the book value by approximately Ps. 67,354.
b) Discount Bonds and GDP-Linked Units: The Bank decided to participate in the exchange offered by the National Government, within the framework of the Argentine debt restructuring, opting to exchange its holdings of Argentine Republic Medium-Term External Notes (the “External Notes”) Series 74 and 75, for a face value of US$ 280,471, for “Discount Bonds in Pesos” and “GDP-Linked Units” issued under the conditions established by Decree No. 1,735/04.
As established in that Decree, the acceptance of this offer implied receiving new debt instruments for an original principal amount equal to 33.7% of the non-amortized principal as of December 31, 2001, plus past due and unpaid interest up to that date.
As of December 31, 2005, the securities received have been recorded at the lower of the total future nominal cash payments up to maturity, specified by the terms and conditions of the new securities, and the carrying value of the securities tendered as of March 17, 2005, equivalent to the present value of the Secured Bonds’ cash flows at that date.
This valuation is reduced in the amount of the perceived payment. Accrued interest will not be recognized. Had these securities been valued at market price, the shareholders’ equity would have been reduced by approximately Ps. 383,968 and Ps. 542,340 as of December 31, 2005 and 2004, respectively.
c) The Fiscal Tax Credit Certificates have been recorded at face value plus accrued interests, according to contractual conditions, as they are used for tax payments.
d) Securities issued by the Argentine Central Bank: These securities were valued at the fiscal year-end closing price for each security.
National Secured loans and Provincial Secured Bonds.
On November 6, 2001, within the framework of Decree No. 1,387/01, the Bank participated in the exchange of Argentine government securities and loans, issued under the Promissory Note/Bond Program, for new loans called “Secured Loans,” which are recorded under “Loans — Non-Financial Public Sector” in these financial statements.
Had the Secured Loans originally been valued at the market price of the securities exchanged as of November 6, 2001, the shareholders’ equity would have decreased, at that date, by Ps. 446,688. At the issue date of these financial statements, their book value is lower than their estimated net realizable value.
F-15
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
The Bank has also participated in the restructuring of the provincial government’s debt, pursuant to the provisions of Decree No. 1,579/02, receiving Secured Bonds (“Bogar”) in exchange for its loans, which bonds have been disclosed in these financial statements under “Government Securities without Quotation.”
In accordance with Argentine Central Bank’s regulations, both assets have been recorded at the lower of their present value and their face value. The “present value” is defined as the “net present value” of a cash flow structure determined under contractual conditions and discounted at a rate set by the Argentine Central Bank which, as of December 31, 2005, was 4% and, as of December 31, 2004, 3.50%. The “face value” is the adjusted amount of each instrument under contractual conditions.
The assets used as collateral for the advance from the Argentine Central Bank for the subscription of the Hedge Bond were recorded at the value admitted by the Argentine Central Bank for assets used as collateral.
2.4 Financial trust debt securities and participation certificates.
The debt securities incorporated at par have been recorded at their face value; the remaining holdings were recorded according to their internal rate of return. Participation certificates are valued taking into account the participation in the assets net of liabilities that stem from the financial statements of the respective trusts.
2.5 Interest Income (Expense) Recognition.
Generally, interest income is recognized on an accrual basis using the straight line method. For loans and deposits denominated in pesos, with maturities greater than 92 days, interest is recognized on a compounded basis, which provides for an increasing effective rate over the life of the loan or deposit.
The Bank suspends the accrual of interest generally when the related loan is past due and the collection of interest and principal is in doubt. The suspension of interest corresponds to the loans classified as “with problems” and “deficient performance”, or below under the Argentine Central Bank’s classification rules. Accrued interest remains on the Bank’s books and is considered to be part of the loan balance when determining the allowance for loan losses. Interest is recognized on a cash basis after reducing the balance of accrued interest, if applicable.
For lending and borrowing transactions originally carried out in foreign currency and converted into pesos, the adjustment from the application of the CER or the CVS was accrued at year end, where applicable.
2.6 Allowance for Loan Losses and Provision for Contingencies.
The Bank provides for estimated future possible losses on loans and the related accrued interest through the establishment of an allowance for loan losses. The allowance charged to expense is determined by management based upon loan classification, actual loss experience, current and expected economic conditions, delinquency aging, and an evaluation of potential losses in the current loan portfolio. Specific attention is given to loans with evidence that may negatively affect the Bank’s ability to recover the loan and accrued interest is known.
F-16
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Related to a debtor’s classification according to the execution grade, established by BCRA from March 31, 2003, to December 31, 2003, the loan loss reserve for debtors with total indebtedness equal to or lower than Ps. 5 million with all Argentine financial institutions should be reserved exclusively based upon its past due performance. The past due performance between, December 1, 2001 and March 31, 2003, should be computed based on one day for every three days past due.
Since the beginning of the crisis in late 2001, Banco Galicia has been restructuring its loan portfolio, a process that has reached its final stage during the fiscal year 2005.
The Group has certain contingent liabilities with respect to existing or potencial claims, lawsuits and other proceedings, including those involving labor and other matters. The Group accrues liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Such accruals are based on developments to date, the Group’s estimates of the outcomes of theses matters and the Group’s lawyers’ experience in contesting, litigating and settling other matters. As the scope of the liabilities becomes better defined, there may be changes in the estimates of future costs, which could have a material effect on the Group’s future results of income and financial condition or liquidity.
2.7 Equity Investments.
Equity Investments include equity investments in companies where a minority interest is held, including investments in infrastructure companies and utilities.
Under Argentine Banking GAAP, the equity method is used to account for investments where a significant influence in the corporate decision making process exists. Significant influence is considered to be present if one of the following applies:
• | | Ownership of a portion of a related company’s capital granting the voting power necessary to influence the approval of such company’s financial statements and profits distribution. |
|
• | | Representation in the related company’s Board of Directors or corporate governance body. |
|
• | | Participation in the definition of the related company’s policies. |
|
• | | Existence of significant transactions between the company holding the interest and the related company (for example, when the former is the latter’s only supplier or by far its most important client). |
|
• | | Interchange of senior officers among companies. |
|
• | | Technical dependence of one of the companies on the other. |
Permanent equity investments in companies where corporate decision are not influenced, in terms of the criteria listed above, are accounted for at the lower of cost or share of net book value of the investee.
2.8 Bank Premises and Equipment and Miscellaneous Assets.
Bank premises and equipment and miscellaneous assets are valued at cost adjusted for inflation (as described in Note 2.1), less accumulated depreciation.
F-17
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Accumulated depreciation is computed, where appropriate, under the straight-line method at rates over the estimated useful lives of the assets, which generally are estimated to be 50 years for properties, 10 years for furniture and fixtures and 5 years for others. Leasehold improvements are depreciated using the straight-line method over the shorter of the lease term or the estimated useful life of the asset.
The cost of maintenance and repairs is charged to expense as incurred. The cost of significant renewals and improvements is added to the carrying amount of the respective fixed assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of income.
The residual value of the assets, taken as a whole, does not exceed their combined market value.
2.9 Intangible Assets.
Intangible assets are valued at cost adjusted for inflation (as described in Note 2.1) and are amortized on a straight-line basis over 120 months for goodwill and over a range of 60 months for organization and development costs. Under Argentine Banking GAAP, goodwill is no longer recognized as an asset when it is estimated that amounts of future income will not be sufficient to absorb the amortization of goodwill or when there are other reasons to presume that the amount of an investment that has been made will not be recovered in full.
Effective March 2003, the Argentine Central Bank established that the difference resulting from compliance with court decisions made in lawsuits filed challenging the current regulations applicable to deposits with the financial system, within the framework of the provisions of Law No. 25,561, Decree No. 214/02 and supplementary regulations, must also be recorded under this caption. The amortization of which must take place in a maximum of 60 equal monthly and consecutive installments as of April 2003, as described in Note 1 to the financial statements, section Legal actions requesting protection of constitutional guarantees”.
Effective December 2005, the Argentine Central Bank authorized financial institutions having granted, as of that date, new commercial loans with an average life of more than 2 years to defer the charge to income related to the amortization of amparo claims. The maximum amount to be deferred cannot exceed 50% of the growth of the new commercial loans nor 10% of financial institutions’ computable regulatory capital (“RPC”).
In addition, banks will not be able to reduce the rest of their commercial loan portfolio. This methodology will be applied until December, 2008, when the balance recorded as of that date will being to be amortized in up to 36, monthly equal and consecutive installments. Pursuant to this Communiqué, Banco Galicia has deferred Ps. 11,256.
2.10 Shareholders’ Equity.
Shareholders’ Equity accounts have been adjusted for inflation following the procedure described in Note 2.1, except for “Capital Stock” and “Paid in Capital” accounts, which have been stated at their original values. The adjustment stemming from the restatement of these accounts was allocated to the “Inflation adjustments to capital stock and paid in capital” account.
Income and expense accounts have been restated for inflation until February 28,2003.
F-18
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
2.11 Minimum Presumed Income Tax and Income Tax.
Effective 1998 and for a ten year period, a Minimum Presumed Income Tax (“MPIT”) was established as a complementary component of income tax obligation. MPIT is a minimum taxation, which assesses at the tax rate of 1% of certain assets. Ultimately, the tax obligation will be the highest of MPIT and income tax. For financial entities, the taxable basis is 20% of their computable assets. If in a fiscal year, the MPIT obligation exceeds the income tax liability, the surplus will be available as a credit against future income tax.
The Bank has recognized the tax on minimum notional income accrued in the current year and paid in prior years as an asset, because it expects to be able to compute it as a payment on account of income tax in future years.
Recognition of this payment on the Bank’s account and its recoverability arises from the ability to generate sufficient taxable income in future years. Based on projections prepared in conformity with the provisions of Argentine Central Bank Communiqué “A” 4111 and supplementary rules, the Group recorded an asset related to the MPIT amounting to Ps.170,989 as of December 31, 2005 and Ps. 138,010 as of December 31, 2004.
Below is a detail of the Bank’s tax credits and their expected offsetting date:
| | | | | |
Tax credit | | Date of generation | | | Probable offsetting date |
11.702 | | 2001 | | | 2011 |
45.158 | | 2002 | | | 2011 |
43.004 | | 2003 | | | 2011 |
42.037 | | 2004 | | | 2011 |
26.496 | | 2005 | | | 2011 |
In addition, as of December 31, 2005, the Bank’s subsidiaries recorded an asset relating to MPIT for Ps. 1,615, while as of December 31, 2004 it amounted to Ps. 20,611.
Argentine Central Bank regulations do not require the recognition of deferred tax assets and liabilities and therefore income taxes for Banco Galicia are recognized on the basis of amounts due in accordance with Argentine tax regulations. However, Grupo Galicia and Grupo Galicia’s non-bank subsidiaries apply the deferred income tax method. As a result, Grupo Galicia and its non-bank subsidiaries have recognized a deferred tax asset at December 31, 2005 and 2004.
For the purposes of U.S. GAAP reporting, Grupo Galicia applies SFAS No. 109 “Accounting for Income Taxes”. Under this method, income taxes are recognized based on the assets and liability method whereby deferred tax assets and liabilities are established for temporary differences between the financial reporting and tax basis of the Grupo Galicia’s assets and liabilities. Deferred tax assets are recognized if it is more likely than not that such assets will be realized.
2.12 Statements of Cash Flows.
The consolidated statements of cash flows were prepared using the measurement methods prescribed by the Argentine Central Bank, but in accordance with the presentation requirements of Statement of Financial Accounting Standards No. 95:Statement of Cash Flows(“SFAS No. 95”).
F-19
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
2.13 Use of estimates.
The preparation of financial statements in conformity with Argentine Banking GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities, at the date of the financial statement, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
3. Restricted Assets and Other Contingent Liabilities.
Pursuant to Argentine Central Bank regulations, Banco Galicia must maintain a monthly average liquidity level. Computable assets for paying the minimum cash requirement are cash and the checking accounts opened at the Argentine Central Bank.
The minimum cash requirement at the end of each fiscal year was as follows (as measured in average daily balances):
| | | | | | | | |
| | December 31, |
| | 2005 | | 2004 |
Peso balances | | Ps. | 758,124 | | | Ps. | 738,056 | |
Foreign currency balances | | | 418,710 | | | | 367,582 | |
Certain of the Group’s other assets are pledged or restricted from use under various agreements. The following assets were restricted at each balance sheet date:
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Funds and securities pledged under various arrangements | | Ps. | 217,090 | | | Ps. | 190,681 | |
Share on equity investments (*) | | | 24,094 | | | | 24,094 | |
Deposits in the Argentine Central Bank, frozen under Argentine Central Bank regulations | | | 1,450 | | | | 2,018 | |
Loans granted as collateral | | | 5,483,982 | | | | 5,890,424 | |
Loans pledged and real property as collateral-Banco Galicia Uruguay S.A.(**) | | | 497,281 | | | | 607,274 | |
| | | | | | |
Total | | Ps. | 6,223,897 | | | Ps. | 6,714,491 | |
| | | | | | |
| | |
(*) | | Shares the transferability of which is subject to the prior approval of the National or Provincial authorities, as applicable, under the terms of certain concession contracts signed. |
Banco Galicia has granted a senior pledge on all of its shares of Correo Argentino S.A. in favor of the International Finance Corporation, the Inter American Development Bank and a syndicate of local institutions, as collateral of financing granted to that company.
This was authorized by the Argentine Central Bank through resolution No. 408 dated September 9, 1999.
On November 19, 2003, the Government terminated the concession contract awarded to Correo Argentino S.A. On October 27, 2004, the Appeals Court sustained the claim filed by the company,
F-20
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
leaving without effect the declaration of bankruptcy and converting the proceeding into a Cram Down process, pursuant to Section 48 of the Insolvency and Bankruptcy Law.
On March 25, 2004, the guarantee for Ps. 7,265 provided in favor of the Government as security for compliance with the concession of Correo Argentino S.A. was enforced. The related claim was proved as a possible claim in Correo Argentino S.A.’s reorganization proceeding. Banco Galicia paid the guarantee under the conditions established by the National Communications Commission and notice of this payment was given in the Correo Argentino S.A.’s reorganization proceeding.
Under the sponsor support agreement, Banco Galicia was liable for 14.53% of Correo Argentino S.A.’s financial debt with its financial creditors, in the event of early termination of the concession for any reason, including bankruptcy.
Thus, Boden 2012 for a face value of US$ 9,458,500 was delivered to the IFC, Ps. 4,606 were paid to Banco Río, Boden 2012 for a face value of US$ 9,508,945 was delivered to the Inter-American Development Bank (IDB) and Ps. 5,527 were paid to Citibank, thus complying with all of the payment obligations towards those entities.
Both the investment and the receivables have been written off from assets.
As a shareholder of the concessionaries, Aguas Argentinas S.A., Aguas Provinciales de Santa Fe S.A. and Aguas Cordobesas S.A., Banco Galicia has guaranteed their compliance with certain obligations arising from the concession contracts signed by these companies.
In addition, the Bank and the other shareholders have committed, in certain circumstances, to provide financial support to those companies if they were unable to honor the commitments they have undertaken with international financial institutions.
Aguas Cordobesas S.A.: The Bank, as a shareholder and proportionally to its 10.833% interest, is jointly responsible, before the Provincial State, for contractual obligations deriving from the concession contract during the entire term thereof.
Should any of the other shareholders fail to comply with the commitments deriving from their joint responsibility, the grantor may force Banco Galicia to assume the unfulfilled commitment, but only in the proportion and to the extent of the interest held by the Bank.
Aguas Provinciales de Santa Fe S.A.: After the fiscal year end, the meeting of the shareholders of Aguas Provinciales de Santa Fe S.A. held on January 13, 2006, approved the early dissolution and liquidation of said company.
The Bank voted against this decision because it deemed it contrary to the corporate interests, and requested the calling of a new meeting to reactivate and capitalize the company thus allowing its continuity.
On January 31, 2006, Decree No. 243 issued by the government of the Province of Santa Fe terminated the concession contract due to the concessionaire deriving from the dissolution of the company decided by the majority shareholders during the abovementioned shareholders’ meeting.
F-21
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
On the basis of information known as of December 31, 2005, the Bank has established a reserve for the estimated amount of the related contingencies for credits granted and commitments assumed.
Aguas Argentinas S.A.: at the date that these financial statements were prepared, Aguas Argentinas S.A. continues negotiating with the Argentine Government in relation to its activities, which are being followed up and analyzed by Banco Galicia’s management on a regular basis.
As of December 31, 2005, the Bank recorded Ps.15,240 as collateral for credit lines granted by the IFC, with the loans having been granted using such resources having been allocated as collateral for such credits lines.
(**) Under a fixed pledged agreement signed on July 24, 2003 and registered with the Registry of Property —Movable Property — Pledges Division of Montevideo — Uruguay, on August 5, 2003, Galicia Uruguay S.A.’s credit rights against all of its debtors have been pledged in favor of the holders of transferable time deposit certificates and/or negotiable obligations issued in compliance with the debt restructuring plan approved.
4. Interest-Bearing Deposits with Other Banks
At December 31, 2005 and 2004, the overnight foreign bank interest-bearing deposits included in loans amounted to Ps. 212,851 and Ps. 379,192, respectively.
5. Government and Corporate Securities
The government and corporate securities classification set forth below was determined in accordance with Argentine Banking GAAP.
Government and corporate securities consist of the following at the respective balance sheet dates:
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Government Securities | | | | | | | | |
With quotation: | | | | | | | | |
Recorded at market value | | | | | | | | |
For trading purposes: | | | | | | | | |
Government Bonds | | Ps. | 20,873 | | | Ps. | 31,488 | |
Argentine Treasury Bonds | | | — | | | | 5,268 | |
Other | | | 356 | | | | 349 | |
Less: Valuation allowances | | | (353 | ) | | | (346 | ) |
| | | | | | |
Total trading securities | | Ps. | 20,876 | | | Ps. | 36,759 | |
| | | | | | |
Recorded at amortized cost In investment accounts Government Bonds (Boden 2012) | | | 650,924 | | | | 601,264 | |
| | | | | | |
Total securities in investment accounts | | Ps. | 650,924 | | | Ps. | 601,264 | |
| | | | | | |
|
Securities issued by the Argentine Central Bank | | | | | | | | |
Securities with quotation | | | 699,041 | | | | 456,359 | |
Securities without quotation | | | 5,426 | | | | 52,185 | |
| | | | | | |
Total Securities issued by the Argentine Central Bank | | Ps. | 704,467 | | | Ps. | 508,544 | |
| | | | | | |
F-22
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Without quotation | | | | | | | | |
Fiscal Tax Credit Certificate (*) | | | 34,458 | | | | 78,232 | |
Government Bonds | | | 4,556,613 | | | | 3,543,751 | |
Argentine Treasury Bonds | | | — | | | | 749,729 | |
Other | | | — | | | | 4 | |
Less: Valuation allowances | | | — | | | | (272 | ) |
| | | | | | |
Total Without quotation securities | | | 4,591,071 | | | | 4,371,444 | |
| | | | | | |
Total government securities | | Ps. | 5,967,338 | | | Ps. | 5,518,011 | |
| | | | | | |
Corporate Securities | | | | | | | | |
Shares | | | 376 | | | | — | |
Marketable Negotiable obligations | | | 4,042 | | | | 16,086 | |
Less: Valuation allowances | | | — | | | | — | |
| | | | | | |
Total corporate securities | | Ps. | 4,418 | | | Ps. | 16,086 | |
| | | | | | |
Total government and corporate securities | | Ps. | 5,971,756 | | | Ps. | 5,534,097 | |
| | | | | | |
| | |
(*) | | Government securities collateralized by future tax payments. |
6. Loans.
The lending activities of the Bank consist of the following:
- Loans to the non-financial public sector: loans to the federal and provincial governments of Argentina.
- Loans to the financial sector: loans to local banks and financial entities.
- Loans to the non-financial private sector and residents abroad: include the following types of lending:
Overdrafts— short-term obligations drawn on by customers through overdrafts.
Promissory Notes— endorsed promissory notes, discounted and purchased bills and factored loans.
Mortgage loans— loans to purchase or improve real estate and collateralized by such real estate or commercial loans secured by real estate.
Pledge loans— loans where collateral is pledged as an integral part of the loan document.
Credit card loans— loans to credit card holders.
Consumer loans— loans to individuals.
Others— includes mainly short-term placements in foreign banks.
Pursuant to Argentine Central Bank regulations, financial entities must disclose the breakdown of its loan portfolio to: the non-financial public sector, the financial sector and the non-financial private sector and residents abroad. In addition, financial entities must disclose the type of collaterals established on the applicable loans to the non-financial private sector and the pledges granted on loans (preferred guarantees relative to a registered senior pledge).
As of December 31, 2005 and 2004, the classification of the Group’s loan portfolio was as follows:
F-23
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Non-financial public sector | | Ps. | 5,235,869 | | | Ps. | 4,558,873 | |
Financial sector (Argentine) | | | 128,203 | | | | 150,530 | |
Non-financial private sector and residents abroad | | | 5,619,015 | | | | 4,361,393 | |
- With preferred guarantees | | | 838,540 | | | | 1,190,024 | |
- With other guarantees | | | 1,024,542 | | | | 601,513 | |
- Unsecured | | | 3,755,933 | | | | 2,569,856 | |
| | | | | | |
Subtotal | | | 10,983,087 | | | | 9,070,796 | |
| | | | | | |
Allowance for uncollectibility risks (See Note 7) | | | (427,911 | ) | | | (632,619 | ) |
| | | | | | |
Total | | Ps. | 10,555,176 | | | Ps. | 8,438,177 | |
| | | | | | |
The Bank also records its loan portfolio by industry segment. The following industry segments comprised the most significant loan concentrations at December 31, 2005 and 2004, respectively:
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Financial services industry | | | 3,13 | % | | | 5,87 | % |
Public sector | | | 47,67 | % | | | 50,26 | % |
Agriculture and livestock | | | 7,00 | % | | | 5,72 | % |
Consumer | | | 17,84 | % | | | 15,82 | % |
The Bank granted loans to certain related parties including related officers and consolidated companies. Total loans outstanding at December 31, 2005 and 2004, amounted Ps. 44,673 and Ps. 44,329 respectively, and the change from December 31, 2004 to December 31, 2005 reflects payments amounting to Ps. 4,339 and advances of Ps. 9,888. Furthermore, there were CER adjustments and foreign exchange differences of Ps. (5,205) on the above-mentioned portfolio between those dates.
Such loans were made in the ordinary course of business at normal credit terms, including interest rate and collateral requirements, and, in management’s opinion, such loans represent normal credit risk.
7. Allowance for Loan Losses.
The activity in the allowance for loan losses for the fiscal years ended December 31, 2005, 2004 and 2003, was as follows:
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
Balance at beginning of year | | Ps. | 632,619 | | | Ps. | 1,177,315 | | | Ps. | 1,681,836 | |
Provision charged to income | | | 61,071 | | | | 179,335 | | | | 217,057 | |
Prior allowances reverse | | | (96,240 | ) | | | (210,284 | ) | | | (402,049 | ) |
Inflation and foreign exchange effect and other adjustments | | | 4,957 | | | | 7,580 | | | | (52,230 | ) |
Loans charged off | | | (174,496 | ) | | | (521,327 | ) | | | (267,299 | ) |
| | | | | | | | | |
Balance at end of year | | Ps. | 427,911 | | | Ps. | 632,619 | | | Ps. | 1,177,315 | |
| | | | | | | | | |
F-24
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
The inflation effect represents the monetary gain by restating the allowance for loan losses to constant pesos of February 28, 2003.
Certain loans, principally small loans, are charged directly to income and are not reflected in the activity in the allowance for loan losses. The “Loan loss provision” in the accompanying statements of income includes:
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
Provisions charged to income | | Ps. | 61,071 | | | Ps. | 179,335 | | | Ps. | 217,057 | |
Direct charge-offs | | | 6,068 | | | | 8,951 | | | | 14,020 | |
Other receivables losses | | | 8,430 | | | | 993 | | | | 52,913 | |
Financial leases | | | 1,161 | | | | 953 | | | | 2,438 | |
| | | | | | | | | |
| | Ps. | 76,730 | | | Ps. | 190,232 | | | Ps. | 286,428 | |
| | | | | | | | | |
Prior year allowances that have been reversed in 2005, 2004 and 2003 in the amount of Ps. 96,240, Ps. 210,284 and Ps. 402,049 are included under the caption “Miscellaneous Income” in the accompanying income statement.
The Bank has entered into certain troubled debt restructuring agreements with customers. The Bank eliminates any differences between the principal and accrued interest due under the original loan and the new loan amount through a charge against the allowance for loan losses. Loans under such agreements amounted to Ps. 478,667 , Ps. 231,855 and Ps. 92,148 at December 31, 2005, 2004 and 2003, respectively.
8. Other Receivables Resulting from Financial Brokerage.
The composition of other receivables from financial brokerage, by type of guarantee, is as follows:
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Preferred guarantees, including deposits with The Argentine Central Bank | | Ps. | 137,379 | | | Ps. | 91,735 | |
Other guarantees | | | 483 | | | | 1,009 | |
Unsecured (1) (2) | | | 6,059,761 | | | | 6,632,655 | |
Less: Allowance for doubtful accounts | | | (35,242 | ) | | | (27,711 | ) |
| | | | | | |
| | Ps. | 6,162,381 | | | Ps. | 6,697,688 | |
| | | | | | |
| | |
(1) | | Includes Ps. 4,154,989 and Ps 4,732,288. as of December 31, 2005 and 2004, respectively, of “Compensation to be received from the National Government”. |
|
(2) | | Includes Ps. 279,033 and Ps. 326,455 of reverse repos of Boden 2012 as of December 31, 2005 and 2004, respectively. |
As of December 31, 2005 and 2004 the Company did not have any outstanding forward contracts.
The breakdown of the caption “other” included in the balance sheet was as follows:
F-25
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Mutual funds | | Ps. | 33,402 | | | Ps. | 35,108 | |
Galtrust I | | | 536,509 | | | | 665,102 | |
Other financial trust participation certificates | | | 453,850 | | | | 492,434 | |
Accrued commissions | | | 14,818 | | | | 14,411 | |
Others | | | 318,478 | | | | 317,538 | |
| | | | | | |
| | Ps. | 1,357,057 | | | Ps. | 1,524,593 | |
| | | | | | |
9. Equity Investments.
Equity investments in other companies held by the Bank consisted of the following at the respective balance sheet dates:
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
In Financial Institutions, complementary and authorized activities | | | | | | | | |
Banelco S.A. | | Ps. | 7,219 | | | Ps. | 4,972 | |
Visa Argentina S.A. | | | 951 | | | | 951 | |
Mercado de Valores de Buenos Aires S.A. | | | 8,190 | | | | 6,920 | |
Banco Latinoamericano de Exportaciones S.A. | | | 1,572 | | | | 1,542 | |
Other | | | 2,288 | | | | 2,255 | |
| | | | | | |
Total equity investments in Financial Institutions, complementary and authorized activities | | Ps. | 20,220 | | | Ps. | 16,640 | |
| | | | | | |
| | | | | | | | |
In Non-financial Institutions | | | | | | | | |
Aguas Argentinas S.A. | | Ps. | 23,370 | | | Ps. | 23,370 | |
Inversora Diamante S.A. | | | 12,944 | | | | 12,944 | |
Inversora Nihuiles S.A. | | | 15,750 | | | | 15,750 | |
Electrigal S.A. | | | 5,455 | | | | 5,455 | |
Aguas Provinciales de Santa Fe S.A. | | | 10,771 | | | | 10,771 | |
A.E.C. S.A. | | | 6,139 | | | | 6,139 | |
Aguas Cordobesas S.A. | | | 8,911 | | | | 8,911 | |
Tradecom International N.V. | | | 6,683 | | | | 8,040 | |
Other | | | 6,181 | | | | 3,723 | |
| | | | | | |
Total equity investments in non-financial institutions | | Ps. | 96,204 | | | Ps. | 95,103 | |
| | | | | | |
Allowances | | Ps. | (31,304 | ) | | Ps. | (28,924 | ) |
| | | | | | |
Total Equity investments | | Ps. | 85,120 | | | Ps. | 82,819 | |
| | | | | | |
10. Fixed Assets and Intangible Assets.
The major categories of Grupo Galicia’s premises and equipment and accumulated depreciation, as of December 31, 2005 and 2004 were as follows:
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Land and buildings | | Ps. | 558,317 | | | Ps. | 553,384 | |
Furniture and fixtures | | | 132,874 | | | | 127,135 | |
Machinery and equipment | | | 213,056 | | | | 198,091 | |
Vehicles | | | 507 | | | | 407 | |
Others | | | 6,424 | | | | 6,050 | |
Accumulated depreciation | | | (426,980 | ) | | | (395,885 | ) |
| | | | | | |
| | Ps. | 484,198 | | | Ps. | 489,182 | |
| | | | | | |
F-26
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Depreciation expenses of the years ended December 31, 2005, 2004 and 2003, was Ps. 36,450, Ps. 38,091 and Ps. 50,542, respectively.
The major categories of intangible assets as of December 31, 2005 and 2004 were as follows:
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Goodwill, net of accumulated amortization of Ps. 174,884 and Ps. 154,214, respectively | | Ps. | 85,003 | | | Ps. | 115,080 | |
Organization and development expenses, net of accumulated amortization of Ps. 187,064 and Ps. 239,402 respectively | | | 57,580 | | | | 71,496 | |
Legal actions related to the payment of deposits (“amparo claims”), net of accumulated amortization of Ps. 332,425 and Ps. 198,890 respectively (see Note 2.9) | | | 347,777 | | | | 451,428 | |
| | | | | | |
| | Ps. | 490,360 | | | Ps. | 638,004 | |
| | | | | | |
Total amortization expenses of the years ended December 31, 2005, 2004 and 2003, was Ps. 182,713, Ps. 193,744 and Ps. 163,390, respectively.
Organization and development expenses included software and the related implementation services purchased from third parties, with a net book value of Ps. 48,178 and Ps. 63,309 at December 31, 2005 and 2004, respectively.
The table below shows the components of goodwill by type of activity for the periods presented.
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Investment | | Ps. | 684 | | | Ps. | 5,096 | |
Banking | | | 54,706 | | | | 70,731 | |
Regional Credit Card companies | | | 29,613 | | | | 39,253 | |
| | | | | | |
| | Ps. | 85,003 | | | Ps. | 115,080 | |
| | | | | | |
11. Miscellaneous Assets.
Miscellaneous assets consisted of the following as of December 31, 2005 and 2004:
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Construction in progress | | Ps. | 114,652 | | | Ps. | 77,088 | |
Deposits on fixed asset purchases | | | 5,546 | | | | 3,153 | |
Stationery and supplies | | | 3,170 | | | | 2,654 | |
Real estate held for sale | | | 16,328 | | | | 12,835 | |
Assets acquired through foreclosures | | | — | | | | 5,020 | |
Others | | | 59,456 | | | | 59,283 | |
| | | | | | |
| | Ps. | 199,152 | | | Ps. | 160,033 | |
| | | | | | |
F-27
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
12. Allowances and Provisions.
Allowances on other assets and reserves for contingencies were as follows:
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Allowances against asset accounts: | | | | | | | | |
Government and Corporate securities | | Ps. | 353 | | | Ps. | 618 | |
Other receivables resulting from financial brokerage, for collection risk (a) | | | 35,242 | | | | 27,711 | |
Assets under financial leases (a) | | | 2,521 | | | | 2,493 | |
Equity investments in other companies (b) | | | 31,304 | | | | 28,924 | |
Miscellaneous receivables, for collection risk (a) | | | 77,626 | | | | 36,911 | |
| | | | | | | | |
Reserves for contingencies: | | | | | | | | |
For severance payments (c) | | | 1,648 | | | | 2,551 | |
Litigations (d) | | | 40,567 | | | | 27,230 | |
Related to commitments undertaken with public services companies (e) | | | 13,000 | | | | 83,909 | |
Claims related to pesification disputes and other contingencies (f) | | | 177,503 | | | | 375,442 | |
Sundry liabilities arising from credit card activities (g) | | | 16,909 | | | | 8,543 | |
Other commitments (h) | | | 8,747 | | | | 20,131 | |
Total reserves for contingencies | | Ps. | 258,374 | | | Ps. | 517,806 | |
(a) Based upon an assessment of debtors’ performance, economic and financial situation and the guarantees collateralizing their respective transactions.
(b) Includes the estimated losses due to the excess of the cost plus dividend method over the equity method in non-majority owned equity investments.
(c) Estimated amounts payable under labor lawsuits filed against the Bank by former employees.
(d) Litigation arising from different types of claims from customers (e.g., claims for thefts from safe deposit boxes, the cashing of checks that have been fraudulently altered, discrepancies in deposits and payments services that the Bank renders, etc).
(e) See Note 3 — Restricted Assets.
(f) As of December 2004 includes allowances for Ps. 230,944 to cover the probable effect of an unfavorable resolution of matters challenged by the Argentine Central Bank related to the amounts due for Compensatory and Hedge Bonds. In April 2005, the Bank settleted the total amount of the bonds to be received of Compensation and Hedge Bond for US$ 2,178,030.
(g) Reserves for rewards to be given under a credit card reward program, for a guarantee of credit card receivables and for the estimated liability for the insurance of the payment of credit card balances in the event of the death of the credit card holder.
(h) Represents contingent commitments in connection with customers classified in categories other than the “normal” categories under Argentine Banking GAAP.
F-28
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
13. Other Liabilities Resulting from Financial Brokerage— Argentine Central Bank.
The Bank borrows funds under various credit facilities obtained from the Argentine Central Bank for specific purposes as follows:
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Description | | | | | | | | |
Contractual Long-term liabilities: | | | | | | | | |
Advance for the acquisition of national government bonds in U.S. Dollars (*) | | Ps. | 3,057,572 | | | Ps. | 2,571,125 | |
Argentine Central Bank’s financial assistance (*) | | | 5,299,994 | | | | 5,690,864 | |
Total long-term liabilities | | Ps. | 8,357,566 | | | Ps. | 8,261,989 | |
Contractual Short-term liabilities: | | | | | | | | |
Other Central Bank Obligations | | | 319 | | | | 986 | |
| | | | | | |
Total short-term liabilities | | Ps. | 319 | | | Ps. | 986 | |
| | | | | | |
Accrued interest (**) | | | 254,024 | | | | 165,742 | |
| | | | | | |
| | Ps. | 8,611,909 | | | Ps. | 8,428,717 | |
| | | | | | |
| | |
(*) | | See Note 32 “Compensation to financial institutions”. |
|
(**) | | Accrued interest on the advance for the purchase of the hedge bond was Ps. 239,077 and Ps.149,618 at December 31, 2005 and 2004, respectively. The maturity of this advance will be determined when the Hedge Bond is received. |
As of December 31, 2005, maturities of the Argentine Central Bank’s liquidity loans for each of the following five fiscal years and thereafter are as follows:
| | | | |
2006 | | | 420,597 | |
2007 | | | 305,208 | |
2008 | | | 534,083 | |
2009 | | | 2,482,414 | |
2010 | | | 972,876 | |
Thereafter | | | 584,816 | |
| | | |
| | Ps. | 5,299,994 | |
| | | |
F-29
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
14. | | Other Liabilities Resulting from Financial Brokerage- Banks and International Entities, and Loans from Domestic Financial Institutions. |
The Bank also borrows funds under different credit arrangements from local and foreign banks and international lending agencies as follows:
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Description | | | | | | | | |
Bank and International Entities | | | | | | | | |
Long Term Liabilities | | | | | | | | |
Floating Rates Banks Loans 2010 (i) | | Ps. | 140,720 | | | Ps. | 137,378 | |
Floating Rates Banks Loans 2014 (ii) | | | 261,877 | | | | 256,181 | |
Commodity Credit Corp (C.C.C) 2014 (iii) | | | 286,779 | | | | 280,543 | |
Floating Rates Banks Loans 2019 (iv) | | | 37,903 | | | | 35,279 | |
Trade A | | | — | | | | 32,574 | |
New York | | | 19,618 | | | | 30,233 | |
Other lines of foreign banks | | | 15,158 | | | | 205 | |
| | | | | | |
Total long-term liabilities | | Ps. | 762,055 | | | Ps. | 772,393 | |
| | | | | | |
Total Banks and International Entities | | Ps. | 762,055 | | | Ps. | 772,393 | |
| | | | | | |
| | | | | | | | |
Domestic and Financial Institutions | | | | | | | | |
Long term liabilities: | | | | | | | | |
BICE (Banco de inversión y Comercio Exterior) | | | 70,056 | | | | 75,978 | |
Other lines of domestic banks | | | 89,603 | | | | — | |
| | | | | | |
Total long term liabilities | | Ps. | 159,659 | | | Ps. | 75,978 | |
| | | | | | | | |
Short-term liabilities: | | | | | | | | |
BICE (Banco de inversión y Comercio Exterior) | | | — | | | | 38,586 | |
Other lines of credit from domestic banks | | | 60,763 | | | | 76,631 | |
| | | | | | |
Total Domestic and Financial Institutions | | Ps. | 220,422 | | | Ps. | 191,195 | |
| | | | | | |
| | | | | | | | |
| | | | | | |
TOTAL | | Ps. | 982,477 | | | Ps. | 963,588 | |
| | | | | | |
Accrued interest on the above liabilities for Ps 20,996 and Ps. 24,343 at December 31, 2005 and 2004, respectively, and is included in “Others” under the caption “Other Liabilities Resulting from Financial Brokerage” in the accompanying balance sheet.
Loans from Banco de Inversión y Comercio Exterior (BICE) for financing investment projects, increasing the export capacity and financing the Global Multisectorial Credit Program carry interest at floating rates (Libor) for loans in dollars, with original maturity ranging between 4 years and 5 years, and adjusted by CER plus 4% for borrowing in pesos, with original maturities of 6 years.
The remaining Long term debt of Ps. 921,714 correspond mainly to: (i) the foreign restructured Bank debt completed in May 2004 , (ii) restructured New York branch debt of Ps 19,618 (ii) debt with domestic Banks of Credit Cards Companies and (iii) line of credit from IFC of Ps. 15,158, for financing investment proyects. Through the restructuring of debt, the Bank exchanged its previous loans to CII, IFC, FMO and others foreign Banks, with accrued interest between 4.25% and 6.12%, and maturities mainly between 2002 and 2008 to the following obligations:
(i) | | Ps. 140,720 Libor plus 350 basis points loans due in 2010 with 8 bianually payments, starting from July 1, 2006. |
F-30
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| (ii) | | Ps. 261,877 Libor plus 85 basis points loans due in 2014 with bianually payments starting from January 1, 2010. |
|
| (iii) | | Ps. 286,779 interest rate set up loans due in 2014 with bianually payments, starting from July,1st, 2010. The interest rate will increase 100 basis points annually starting with 3% in 2004, through 7% in 2008 and thereafter: |
|
| (iv) | | Ps. 37,903 Libor plus 578 basis points loans due in 2019 with a bullet payment. |
As of December 31, 2005, maturities of the above long-term loans for each of the following five fiscal years and thereafter were as follows:
| | | | |
Long Term Liabilities | | | | |
2006 | | | 90,539 | |
2007 | | | 105,244 | |
2008 | | | 80,915 | |
2009 | | | 39,924 | |
2010 | | | 140,457 | |
Thereafter | | | 464,635 | |
| | | |
| | Ps. | 921,714 | |
| | | |
As of December 31, 2005 the Bank had available lines of credit with IFC (International Financial Corporation) for approximately U$S 20.0 million.
15. Other Liabilities Resulting from Financial Brokerage — Negotiable Obligations.
The Board of Directors is authorized to determine all of the conditions of each issuance of negotiable obligations, including timing, currency, price, manner and payment terms. The amounts outstanding and the terms corresponding to outstanding negotiable obligations at the dates indicated were as follows:
F-31
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | | | | | | | | | | | | | | | |
| | | | | | Annual | | | | |
| | | | | | Interest | | | December 31, | |
| | Maturity | | | Rate | | | 2005 | | | 2004 | |
Negotiable Obligations (1) | | | | | | | | | | | | | | | | |
Long-term liabilities: | | | | | | | | | | | | | | | | |
9% Notes Due 2003 | | | 2003 | | | | 9.00 | % | | | 19,356 | | | | 34,649 | |
(Semi-annual interest, principal payable at maturity) | | | | | | | | | | | | | | | | |
4th Series Floating Rate Notes Due 2005 | | | 2005 | | | | 4.00 | % | | | 2,695 | | | | 2,399 | |
(Semi-annual interest, principal payable every six months) | | | | | | | | | | | | | | | | |
6th Series 7.875% Notes Due 2007 | | | 2007 | | | | 7.88 | % | | | 146,795 | | | | 216,049 | |
(Semi-annual interest, principal payable at maturity) | | | | | | | | | | | | | | | | |
7th Series Floating Rate Notes Due 2007 | | | 2007 | | | | 7.95 | % | | | 87,229 | | | | 128,449 | |
(Semi-annual interest, principal payable at maturity) | | | | | | | | | | | | | | | | |
Tarjeta Naranja Class I | | | 2007 | | | CER+1.68% | | | 40,781 | | | | — | |
(Quarterly interest, principal payable at maturity) | | | | | | | | | | | | | | | | |
Banco Galicia — Due 2010- Libor +350 PB | | | 2010 | | | | 7,19 | % | | | 1,059,917 | | | | 1,035,295 | |
(Semi-annual interest payments) | | | | | | | | | | | | | | | | |
Banco Galicia Uruguay S.A. Unsubordinated
| | Various | | Various | | | | 172,935 | | | | 556,430 | |
(restructured deposits) (Annual interest, principal payable every year) | | | | | | | | | | | | | | | | |
Banco Galicia — Due 2014 | | | 2014 | | | | 4.00 | % | | | 1,391,707 | | | | 1,361,999 | |
(Semi — annual interest) | | | | | | | | | | | | | | | | |
Banco Galicia — Subordinated Due 2019
| | | 2019 | | | | 11.00 | % | | | 431,024 | | | | 380,077 | |
(Semi-annual interest, principal payable at maturity) | | | | | | | | | | | | | | | | |
Total long-term liabilities | | | | | | | | | | Ps. | 3,352,439 | | | Ps. | 3,715,347 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Short-term liabilities: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Tarjetas del Mar | | | 2002 | | | | 14.92 | % | | Ps. | — | | | Ps. | 10 | |
(Fixed Interest, principal payable at maturity) | | | | | | | | | | | | | | | | |
Tarjeta Cuyanas S.A. | | | 2005 | | | | 8.00 | % | | | — | | | | 13,372 | |
(Fixed Interest, principal payable at maturity) | | | | | | | | | | | | | | | | |
Tarjeta Naranja Class II. | | | 2006 | | | | 11.00 | % | | | 41,433 | | | | — | |
(Semi-annual interest, principal payable at maturity) | | | | | | | | | | | | | | | | |
Tarjeta Naranja Class III. | | | 2006 | | | CER + 1.75% | | | 41,020 | | | | — | |
(Bimonthly interest, principal payable in july 2006, september 2006 and november 2006) | | | | | | | | | | | | | | | | |
Tarjeta Naranja Class IV | | | 2006 | | | | 6.50 | % | | | 27,034 | | | | — | |
(Semi-annual interest, principal payable at maturity) | | | | | | | | | | | | | | | | |
Tarjeta Cuyanas S.A. S XVI | | | 2006 | | | CER + 1.50% | | | 21,532 | | | | | |
(Quarterly Interest, principal payable at maturity) | | | | | | | | | | | | | | | | |
Total short-term liabilities | | | | | | | | | | | 131,019 | | | | 13,382 | |
| | | | | | | | | | Ps. | 3,483,458 | | | Ps. | 3,728,729 | |
| | | | | | | | | | | | | | |
| | |
(1) | | Only principal, except Subordinated Obligations including interests for Ps. 22,937. |
As of December 31, 2005, Interest and principal on all of the above debt securities are payable in U.S. dollars except of Tarjeta Naranja (Class I, II and III) and Tarjetas Cuyanas (Serie XVI) which are payable in Pesos.
F-32
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Accrued interest on the above liabilities for Ps. 86,171 and Ps. 73,783 at December 31, 2005 and 2004, respectively, was included in “Other” under the caption “Other Liabilities Resulting from Financial Brokerage “ in the accompanying balance sheet.
Long term Negotiable Obligations are as follow:
(i) | | Ps. 146,795 of fixed rate debt and Ps. 87,229 of floating rate debt, corresponding to the bank’s former New York branch restructured debt |
(ii) | | Ps. 22,051 of “hold out” debt corresponding to “9% notes due 2003” and “4th series floating rate notes due 2005”. |
(iii) | | Ps. 172,935 of Uruguay negotiable obligations issued to restructure deposits , due 2008 and 2011. |
(iv) | | Ps. 1,059,917 and Ps. 1,391,707 of the Bank reestructured foreign debt, due 2010 and 2014 respectively. |
(v) | | Ps. 431,024 of debt issued as subordinated negotiable obligations, due 2019, corresponding to the Bank’s restructured foreign debt. |
(vi) | | Ps. 40,781 of Tarjeta Naranja S.A. negotiable obligations, due 2007. |
The obligations assumed under conditions of above items (iv) and (v), correspond to exchanged debt from International Entities (IFC, IIC and FMO), with original range of interest rates between 3.25% and 5.56%, and maturities between 2002 and 2009, and holders of prior issues, with interest rates between 4% and 9%.
Long-term negotiable obligations as of December 31, 2005 mature as follows:
| | | | |
Hold Outs | | | 22,051 | |
2006 | | | 274,135 | |
2007 | | | 447,407 | |
2008 | | | 289,855 | |
2009 | | | 297,007 | |
2010 | | | 473,786 | |
Thereafter | | | 1,548,198 | |
| | | |
Total | | Ps. | 3,352,439 | |
| | | |
16. Directors’ and Syndics’ Fees.
The breakdown of the caption “Directors’ and Syndics’ Fees” in the income statement is as follows:
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
GFG directors’ fees | | Ps. | 210 | | | Ps. | 80 | | | Ps. | — | |
GFG syndics’ fees | | | 454 | | | | 169 | | | | 123 | |
Banco Galicia directors’ fees | | | 390 | | | | 260 | | | | 200 | |
Banco Galicia syndics’ fees | | | 550 | | | | 425 | | | | 410 | |
Subsidiary companies directors’ and syndics’ fees | | | 4,189 | | | | 3,106 | | | | 1,184 | |
| | | | | | | | | |
| | Ps. | 5,793 | | | Ps. | 4,040 | | | Ps. | 1,917 | |
| | | | | | | | | |
F-33
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
As of December 31, 2005, Other Income and Expenses caption includes a once-only expense of Ps. 12,000, in recognition of the efforts of Banco Galicia Board of Directors during the period between July 2001 and December 2004.
17. Contributions to the Bank Employees’ Social Services Institute (the “ISSB”).
The 2% contribution on interests and fees received by Banks, established by Section 17, paragraph f) of Law No. 19,322, was reduced to 1% as of July 1, 1996, and finally eliminated by Decrees No. 263/96 and 915/96 on July 1, 1997. In addition, Decree No. 336/98 of the National Executive Branch, dated March 26, 1998, eliminated the ISSB and created a new institution called Bank Employees’ Health Care System (“OSBA”), which is not deemed to be a successor of the ISSB.
In April 1998, OSBA filed a final action against the Bank, claiming to be the successor to the ISSB; in response to this, the Bank brought a counter-claim calling for a stay before the Federal Court of First Instance on Social Security Matters No. 5, requesting that a resolution be issued stating that the contribution had been repealed and that OSBA was not a successor to the ISSB. The counter-claim also requested a preliminary injunction (which was granted) to prevent OSBA from bringing legal action or conducting reviews on the basis of Section 17, clause f) of Law No. 19,322 until a final judgment is issued. The preliminary injunction was successful. The lower and upper courts rendered a judgment stating that OSBA is not the successor to the ISSB and that, therefore, it is not entitled to claim or collect said contribution. This is a final judgment and has already been confirmed.
In addition, OSBA has brought a declaratory judgment action in the federal administrative courts against all institutions in the financial system, claiming that the decrees that eliminated the contribution be declared null and unconstitutional. Considering the legal risks involved in this court action, the Bank has negotiated an agreement on the disputed matters, without recognizing rights, so long as OSBA agrees to abandon the abovementioned legal action and any other judicial and/or administrative action, whether filed or that may be filed in the future, in connection with this issue. This agreement has been approved by the Federal Court of First Instance on Administrative Litigation No. 4 in the case identified above, which reduces the potential risk an unfavorable resolution would entail.
F-34
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
18. Balances in Foreign Currency.
The balances of assets and liabilities denominated in foreign currencies (principally in U.S. dollars) are as follows:
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Assets: | | | | | | | | |
Cash and due from banks | | Ps. | 514,267 | | | Ps. | 284,806 | |
Government and corporate securities | | | 657,708 | | | | 1,397,351 | |
Loans | | | 1,038,424 | | | | 879,809 | |
Other receivables resulting from financial brokerage | | | 4,504,840 | | | | 5,132,504 | |
Equity investments in other companies | | | 4,823 | | | | 3,072 | |
Miscellaneous receivables | | | 74,825 | | | | 76,639 | |
Bank premises and equipment | | | 11,362 | | | | 11,945 | |
Intangible assets | | | 898 | | | | — | |
Miscellaneous assets | | | 39 | | | | 39 | |
In process items | | | 239 | | | | 80 | |
| | | | | | |
Total | | Ps. | 6,807,425 | | | Ps. | 7,786,245 | |
| | | | | | |
| | | | | | | | |
Liabilities: | | | | | | | | |
Deposits | | Ps. | 1,309,353 | | | Ps. | 1,411,162 | |
Other liabilities resulting from financial brokerage | | | 4,439,786 | | | | 4,744,901 | |
Sundry liabilities | | | 12,662 | | | | 1,512 | |
Subordinated Negotiable Obligations | | | 431,024 | | | | 380,077 | |
Provisions | | | 831 | | | | — | |
In process items | | | 3,219 | | | | 5,893 | |
| | | | | | |
Total | | Ps. | 6,196,875 | | | Ps. | 6,543,545 | |
| | | | | | |
19. Transactions with Related Parties.
Grupo Galicia entered into certain transactions with subsidiaries and equity-method investees during the fiscal years ended December 31, 2005, 2004 and 2003, with the following revenues and expenses:
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
Revenues recognized(*) | | Ps. | 32,342 | | | Ps. | 34,162 | | | Ps. | 2,974 | |
Expenses incurred | | | 1,078 | | | | 959 | | | | 797 | |
| | |
(*) | Interests and adjustments from time deposits of Banco Galicia Ps. 622 and Ps. 171 as of december 31, 2005 and 2004, interests from negotiable obligations of Banco Galicia Ps. 30,898 and Ps. 32,584 as of december 31, 2005 and 2004, and interest from negotiable obligations of Galicia Uruguay Ps. 1,258 as of december 31, 2004. |
Additionally, the group in accordance with resolution of our shareholders’ meeting held on April 22, 2004 has provissioned and paid the personal assets tax of the group’s shareholders of fiscal year 2005, 2004 and 2003 amounted to Ps. 3,669, Ps. 3,674 and Ps. 3,583, respectively.
F-35
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
20. Breakdown of Captions Included in the Income Statement.
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
Financial Income | | | | | | | | | | | | |
Interest on other receivables resulting from financial brokerage: | | | | | | | | | | | | |
Interest on purchased certificates of deposits | | | 4,367 | | | | 3,006 | | | | 11,839 | |
Compensatory Bond | | | 133,446 | | | | 69,541 | | | | 70,340 | |
Additional interest on current accounts and special accounts with the Argentine Central Bank | | | 16,453 | | | | 6,816 | | | | 4,294 | |
Other | | | 11,629 | | | | 10,654 | | | | 12,190 | |
| | | | | | | | | |
| | Ps. | 165,895 | | | Ps. | 90,017 | | | Ps. | 98,663 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Other | | | | | | | | | | | | |
Difference in quotation of gold and foreign currency transactions | | | 58,734 | | | | 51,426 | | | | 12,613 | |
Premiums on foreign currency transactions | | | 3,865 | | | | — | | | | — | |
Interest on pre-export and export financing | | | 21,501 | | | | 12,514 | | | | 7,580 | |
Result from other credits by financial brokerage | | | — | | | | 62,876 | | | | — | |
Other | | | 15,126 | | | | 5,285 | | | | 3,464 | |
| | | | | | | | | |
| | Ps. | 99,226 | | | Ps. | 132,101 | | | Ps. | 23,657 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Financial Expenses | | | | | | | | | | | | |
Interest on other liabilities resulting from financial brokerage: | | | | | | | | | | | | |
Discounts on negotiable obligations | | | 102 | | | | 352 | | | | 672 | |
Interest on negotiable obligations | | | 182,394 | | | | 38,956 | | | | 139,595 | |
Interest on other liabilities resulting from financial brokerage from other banks and international entities | | | 86,780 | | | | 133,250 | | | | 200,300 | |
| | | | | | | | | |
| | Ps. | 269,276 | | | Ps. | 172,558 | | | Ps. | 340,567 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Other interest: | | | | | | | | | | | | |
Interest on Argentine Central Bank loans | | | 193,426 | | | | — | | | | 15 | |
Interests on financial assistance | | | — | | | | 199,079 | | | | 336,305 | |
CER adjustment on Argentine Central Bank advances | | | 79,124 | | | | 56,582 | | | | 50,442 | |
Other | | | 61,848 | | | | 67,584 | | | | 22,002 | |
| | | | | | | | | |
| | Ps. | 334,398 | | | Ps. | 323,245 | | | Ps. | 408,764 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Other: | | | | | | | | | | | | |
Contributions to the deposit insurance system | | | 12,059 | | | | 15,176 | | | | 12,715 | |
Premiums on repo transactions | | | 16,235 | | | | 4,423 | | | | — | |
Contributions and taxes on financial income | | | 36,700 | | | | 33,656 | | | | 18,939 | |
Difference in quotation of gold and foreign currency | | | — | | | | — | | | | 111,182 | |
Charge for impairment of loans | | | — | | | | 3,720 | | | | 10,511 | |
Other | | | 4,019 | | | | 169 | | | | — | |
| | | | | | | | | |
| | Ps. | 69,013 | | | Ps. | 57,144 | | | Ps. | 153,347 | |
| | | | | | | | | |
F-36
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
Income from services | | | | | | | | | | | | |
Other | | | | | | | | | | | | |
Commissions on credit cards | | | 198,086 | | | | 167,831 | | | | 126,441 | |
Safety rental | | | 7,928 | | | | 6,230 | | | | 5,111 | |
Other | | | 63,092 | | | | 49,497 | | | | 38,618 | |
| | | | | | | | | |
| | Ps. | 269,106 | | | Ps. | 223,558 | | | Ps. | 170,170 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Expenses for services | | | | | | | | | | | | |
Other | | | | | | | | | | | | |
Gross revenue taxes | | Ps. | 25,269 | | | Ps. | 23,960 | | | Ps. | 13,340 | |
Linked with credit cards | | | 33,609 | | | | 21,996 | | | | 17,275 | |
Other | | | 9,187 | | | | 5,904 | | | | 4,506 | |
| | | | | | | | | |
| | Ps. | 68,065 | | | Ps. | 51,860 | | | Ps. | 35,121 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Administrative expenses | | | | | | | | | | | | |
Other operating expenses | | | | | | | | | | | | |
Rentals | | | 21,036 | | | | 17,141 | | | | 19,577 | |
Electricity and communications | | | 31,115 | | | | 27,082 | | | | 27,234 | |
Amortization of organization and development expenses | | | 36,480 | | | | 47,235 | | | | 59,547 | |
Depreciation of bank premises and equipment | | | 36,450 | | | | 38,091 | | | | 50,542 | |
Maintenance and repair expenses | | | 27,905 | | | | 24,929 | | | | 22,724 | |
Other operating expenses | | | 34,237 | | | | 25,505 | | | | 24,975 | |
| | | | | | | | | |
| | Ps. | 187,223 | | | Ps. | 179,983 | | | Ps. | 204,599 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Miscellaneous income | | | | | | | | | | | | |
Other | | | | | | | | | | | | |
Interest on miscellaneous receivables | | | 15,426 | | | | 15,461 | | | | 6,922 | |
Premiums and commissions from insurance business | | | 64,913 | | | | 89,315 | | | | 44,422 | |
Other | | | 30,722 | | | | 29,572 | | | | 46,461 | |
| | | | | | | | | |
| | Ps. | 111,061 | | | Ps. | 134,348 | | | Ps. | 97,805 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Miscellaneous losses | | | | | | | | | | | | |
Other | | | | | | | | | | | | |
Claims | | | 1,303 | | | | 1,270 | | | | 775 | |
Amortization of goodwill | | | 24,574 | | | | 25,499 | | | | 25,963 | |
Commissions and expenses on insurance business | | | 54,476 | | | | 78,511 | | | | 52,367 | |
Other | | | 44,185 | | | | 51,839 | | | | 76,206 | |
| | | | | | | | | |
| | Ps. | 124,538 | | | Ps. | 157,119 | | | Ps. | 155,311 | |
| | | | | | | | | |
21. Income Taxes.
The income tax amounts estimated for the fiscal years ended December 31, 2005, 2004 and 2003, amounted to Ps.19,302, Ps. 43,818 and Ps. 590, respectively. The statutory income tax rate at December 31, 2005, 2004 and 2003 was 35%. At December 31, 2005 the Group had tax loss carryforwards in the approximate amount of Ps. 2,488,837 that may reduce future year’s taxable income for income tax purposes. Such tax loss carryforwards expire over in the following five years.
At December 31, 2005 and 2004, the consolidated Group’s MPIT available to credit future income tax amount to Ps. 170,989 and Ps. 138,010. Such MPIT expire over the following ten years.
F-37
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
22. Shareholders’ Equity and Restrictions Imposed on the Distribution of Profits.
The distribution of retained earnings in the form of dividends is governed by the Corporations Law and Resolution 290/97 of the CNV. These rules oblige Grupo Galicia to transfer 5% of its net income to a legal reserve until the reserve reaches an amount equal to 20% of the company’s capital stock.
In the case of Banco Galicia, Argentine Central Bank rules require 20% of the profits shown in the income statement plus (less) prior year adjustments to be allocated to a legal reserve. This proportion applies regardless of the ratio of the legal reserve to the capital stock.
According to Article 70, of Commercial Law 19550, in case Legal reserve decreases for any reason dividends can not be distribute until its recovery.
Furthermore, through Resolution 81/02 dated February 8, 2002, the Argentine Central Bank established that for as long as the financial assistance owed to the Argentine Central Bank is outstanding, the Bank may not distribute dividends or any other return on capital in cash, remit profits or make payments for fees, interests or compensation related to results.
Also, the loan agreements entered into by Banco Galicia as part of its foreign debt restructuring limit the Bank’s ability to directly or indirectly declare or pay dividends, or make distributions in relation to shares of common stock, except for stock dividends or distributions. It was also established that such restriction will not apply to dividends paid to said Entity by a consolidated subsidiary.
Notwithstanding this, those agreements contemplate that Banco Galicia may directly or indirectly declare or pay dividends, and may permit its subsidiaries to do so, if: (i) no Default or Event of Default has taken place and continues to take place immediately before and after such payment has been made; (ii) the total outstanding Senior Debt were to be equal to or less than fifty percent (50%) of the amount of originally issued total Senior Debt ; and (iii) the Bank were to repay two US dollars (US$ 2) of Long-Term Debt principal for each US dollar (US$ 1) paid as dividends.”
Communiqué “A” 3785 provides that financial institutions which receive national government bonds in compensation within the framework of Sections 28 and 29 of Decree 905/02, may record them at their face value; while using this procedure, financial institutions may not distribute cash dividends, except for the amount of profits in excess of the difference between the carrying value and the market value of those bonds, net of the pertinent appropriation to legal reserve and to the reserve established by the bank’s by-laws, and the same treatment will be given to those institutions which decide to exchange the compensating bonds for promissory notes issued by the national government.
The Ordinary and Extraordinary Shareholders’ Meeting of Banco Galicia held on April 28, 2005 resolved that the negative balance in the “Retained earnings” account be absorbed by partially using the Legal Reserve. Section 70 of the Corporations Law establishes that a reserve should be established until 20% of the corporate stock is reached, and that, “when for any reason this reserve were to be reduced, profits may not be distributed until it is fully restored.
In accordance with Argentine Central Bank regulations, should the Legal Reserve be used to absorb losses, earnings shall be distributed only if the value of the Legal Reserve exceeds 20% of the Capital Stock plus the Capital Adjustment.
F-38
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
In addition, Argentine Central Bank regulations established that, for the purposes of determining distributable balances, the minimum presumed income tax assets shall be deducted from retained earnings, except when establishing the Legal Reserve.
The Board of Directors will propose to the Shareholders’ Meeting to restore the Legal Reserve up to 20% of the adjusted capital and to set up a Discretionary Reserve for the remaining retained earnings as of December 31, 2005.
23. Minimum Capital.
Grupo Galicia is not subject to the minimum capital requirements established by the Argentine Central Bank.
In addition, Grupo Galicia meets the minimum capital requirements established by the Corporations Law, which amount to Ps. 12.
Pursuant to Argentine Central Bank regulations, Banco Galicia is required to maintain a minimum capital, which is calculated by weighting the risks related to assets and to the balances of bank premises and equipment and miscellaneous and intangible assets.
As called for by Argentine Central Bank regulations, as of December 31, 2005 and 2004, the Minimum capital requirements were as follows:
| | | | | | | | | | | | |
| | | | | | | | | Computable Capital | |
| | Minimum Capital. | | | Computable Capital. | | | as a % of Minimum Capital. | |
December 31, 2005 | | Ps. | 881,546 | | | Ps. | 1,885,211 | | | | 213.85 | |
December 31, 2004 | | | 613,339 | | | | 1,746,553 | | | | 284.76 | |
A non-material breach of regulations on concentration of credit risk was recorded, which resulted in a higher minimum capital requirement to cover credit risk.
Communiqué “A” 3911 and supplementary regulations state that, as from January 2006, the total exposure of financial institutions to the non-financial public sector may not exceed 40% of the total assets.
According to said Communiqué, Banco Galicia has presented an appropriate adjustment plan.
24. Earnings per Share.
Earnings per share are based upon the weighted average of common shares outstanding in the amount of 1,241,407 shares of Grupo Galicia common stock for the year ended December 31, 2005, 1,185,227 for the year ended December 31, 2004 and 1,092,407 for the year ended December 31, 2003 of Grupo Galicia.
Earnings (loss) per share for the 3 years ended December 31, 2005, 2004 and 2003 are 0.086, (0.093) and (0.203) respectively.
At December 31, 2005, 2004 and 2003, there were no convertible negotiable obligations outstanding and therefore for the purposes of calculating earnings per share Grupo Galicia had a simple capital structure.
F-39
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
25. Contribution to the Deposit Insurance System.
Law No. 24,485 and Decree No. 540/95 established the creation of the Deposit Insurance System to cover the risk attached to bank deposits, in addition to the system of privileges and safeguards envisaged in the Financial Institutions Law.
The National Executive Branch through Decree No. 1,127/98 dated September 24, 1998 extended this insurance system to demand deposits and time deposits of up to Ps. 30 denominated either in pesos and/or in foreign currency.
This system does not cover deposits made by other financial institutions (including time deposit certificates acquired through the secondary market), deposits made by parties related to Banco Galicia, either directly or indirectly, deposits of securities, acceptances or guarantees and those deposits set up after July 1, 1995 at an interest rate exceeding the one established regularly by the Argentine Central Bank based on a daily survey conducted by it.
Also excluded are those deposits whose ownership has been acquired through endorsement and those placements made as a result of incentives other than the interest rate.
This system has been implemented through the creation of the Deposit Insurance Fund (“FGD”), which is managed by a company called Seguros de Depósitos S.A. (“SEDESA”).The shareholders of SEDESA are the Argentine Central Bank and the financial institutions in the proportion determined for each one by the Argentine Central Bank based on the contributions made to the fund.
Effective January 1, 2005, this contribution was set in 0.015%, pursuant to Argentine Central Bank regulations.
As of December 31, 2005, 2004 and 2003, the Argentine Central Bank set this contribution in 0.015%, 0.02% and 0.03%, respectively.
The bank recognized contributions amounting to Ps. 12,059, Ps. 15,176 and Ps. 12,715 for the fiscal years ended December 31, 2005, 2004 and 2003, respectively, under the account captioned “Financial Expenses — Other — Contribution to the Deposit Insurance System”.
26. Galicia 2004 and Galicia 2005 Trusts.
In November 1999, a “Framework Trust Agreement” was entered into by and between Banco Galicia as trustor and First Trust of New York, as trustee, for the implementation of an incentive program in favor of certain executives of said Bank, to be determined from time to time by the Board of Directors. For such purpose, the “Galicia 2004 Trust” was created, and the amount of US$ 4,000,000 was transferred to the trustee, which was used to purchase shares and ADSs of the Company. On June 15, 2003, the Galicia 2004 Trust was early terminated, and the shares and ADSs were delivered to the designated beneficiaries.
The ADS balance of 157,669.40 of the Galicia 2004 Trust that was not granted to the beneficiaries formed the Galicia 2005 Trust, which expires on May 31, 2006.
F-40
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
27. Statements of Income and Balance Sheets.
The presentation of financial statements according to the Argentine Central Bank rules differs significantly from the format required by the Securities and Exchange Commission under Rules 210.9 to 210.9-07 of Regulation S-X (Article 9). The statements of income presented below discloses the categories required by Article 9 using Argentine Banking GAAP:
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
Interest income: | | | | | | | | | | | | |
Interest and fees on loans (*) | | Ps. | 1,377,432 | | | Ps. | 1,133,195 | | | Ps. | 968,086 | |
Interest and dividends on investment securities: | | | | | | | | | | | | |
Tax-exempt | | | 185,854 | | | | (5,008 | ) | | | 32,504 | |
Interest on interest bearing deposits with other banks | | | 68 | | | | 44 | | | | 68 | |
Interest on other receivables from financial brokerage | | | 261,488 | | | | 133,150 | | | | 93,060 | |
Government securities and other trading gains (loss), net | | | 491,404 | | | | (4,337 | ) | | | 243,850 | |
| | | | | | | | | |
Total interest income | | | 2,316,246 | | | | 1,257,044 | | | | 1,337,568 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Interest expense | | | | | | | | | | | | |
Interest on deposits | | | 266,759 | | | | 143,533 | | | | 263,760 | |
Interest on securities sold under agreements to repurchase | | | 16,235 | | | | 4,423 | | | | — | |
Interest on short-term liabilities from financial intermediation | | | 42,806 | | | | 27,543 | | | | 417,644 | |
Interest on long-term liabilities from financial intermediation (*) | | | 1,470,250 | | | | 869,571 | | | | 468,658 | |
Monetary Loss from financial intermediation | | | — | | | | — | | | | 14,157 | |
|
| | | | | | | | | |
Total interest expense | | | 1,796,050 | | | | 1,045,070 | | | | 1,164,219 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Net interest income | | | 520,196 | | | | 211,974 | | | | 173,349 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Provision for loan losses Net | | | (54,512 | ) | | | (130,651 | ) | | | (168,277 | ) |
| | | | | | | | | |
Net interest income /(expense) after provision for loan losses | | | 574,708 | | | | 342,625 | | | | 341,626 | |
| | | | | | | | | |
| | |
(*) | | Includes CER/CVS adjustments. |
F-41
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
Non-interest income: | | | | | | | | | | | | |
Service charges on deposit accounts | | Ps. | 102,606 | | | Ps. | 80,364 | | | Ps. | 68,048 | |
Credit card service charges and fees | | | 253,688 | | | | 225,654 | | | | 194,483 | |
Other commissions | | | 325,988 | | | | 250,134 | | | | 206,327 | |
Income from equity in other companies | | | 6,662 | | | | 2,990 | | | | — | |
Premiums and commissions on insurance business | | | 64,913 | | | | 91,776 | | | | 44,422 | |
Other | | | 131,410 | | | | 132,856 | | | | 200,301 | |
Monetary gain (loss) on other transactions | | | — | | | | — | | | | (3,517 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Total non-interest income | | Ps. | 885,267 | | | Ps. | 783,774 | | | Ps. | 710,064 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Non-interest expense: | | | | | | | | | | | | |
Commissions | | | 90,720 | | | | 65,351 | | | | 54,063 | |
Salaries and social security charges | | | 330,428 | | | | 241,980 | | | | 198,288 | |
Fees and external administrative services | | | 82,910 | | | | 62,127 | | | | 63,077 | |
Depreciation of bank premises and equipment | | | 36,450 | | | | 38,091 | | | | 50,542 | |
Personnel services | | | 30,018 | | | | 27,037 | | | | 15,665 | |
Rentals | | | 21,036 | | | | 17,141 | | | | 19,577 | |
Electricity and communications | | | 31,115 | | | | 27,082 | | | | 27,234 | |
Advertising and publicity | | | 68,132 | | | | 37,796 | | | | 20,020 | |
Taxes | | | 113,005 | | | | 113,754 | | | | 74,825 | |
Amortization of organization and development expenses | | | 36,480 | | | | 47,235 | | | | 59,547 | |
Loss from equity in other companies | | | — | | | | — | | | | 22,570 | |
Maintenance and repair expenses | | | 27,905 | | | | 24,929 | | | | 22,724 | |
Minority interest | | | 34,609 | | | | 14,302 | | | | 9,232 | |
Commissions and expenses on insurance business | | | 60,903 | | | | 80,939 | | | | 59,725 | |
Amortization of “Amparo claims” | | | 122,279 | | | | 121,010 | | | | 77,880 | |
Other Provisions and reserves | | | 99,754 | | | | 134,135 | | | | 315,167 | |
Other | | | 147,691 | | | | 139,543 | | | | 183,268 | |
Monetary result from operating expenses | | | — | | | | — | | | | (84 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Total non-interest expense | | Ps. | 1,333,435 | | | Ps. | 1,192,452 | | | Ps. | 1,273,320 | |
| | | | | | | | | |
Income before tax expense | | | 126,540 | | | | (66,053 | ) | | | (221,630 | ) |
Income tax expense | | | (19,302 | ) | | | (43,818 | ) | | | (590 | ) |
| | | | | | | | | |
Net Loss | | Ps. | 107,238 | | | Ps. | (109,871 | ) | | Ps. | (222,220 | ) |
| | | | | | | | | |
F-42
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Argentine Central Bank rules also require certain classifications of assets and liabilities which are different from those required by Article 9. The following balance sheet presents Grupo Galicia’s balance sheet as of December 31, 2005 and 2004 as if they had followed Article 9 balance sheet disclosure requirements using Argentine Banking GAAP.
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Assets: | | | | | | | | |
Cash and due from banks | | Ps. | 1,045,735 | | | Ps. | 996,600 | |
Interest-bearing deposits in other banks | | | 212,851 | | | | 379,192 | |
Federal funds sold and securities purchased under resale agreements or similar agreements | | | 284,787 | | | | 77,665 | |
Trading account assets | | | 762,417 | | | | 564,109 | |
Available for sale securities | | | 6,633,100 | | | | 6,339,961 | |
Loans | | | 11,067,481 | | | | 8,915,248 | |
Allowances for loan losses | | | (539,894 | ) | | | (640,603 | ) |
Fixed assets | | | 484,198 | | | | 489,182 | |
Compensatory and Hedge Bonds to be received | | | 4,154,989 | | | | 4,732,288 | |
Other assets | | | 1,750,235 | | | | 1,987,762 | |
| | | | | | |
Total assets | | Ps. | 25,855,899 | | | Ps. | 23,841,404 | |
| | | | | | |
| | | | | | | | |
Liabilities and Shareholders’ Equity: | | | | | | | | |
Deposits | | Ps. | 8,370,590 | | | Ps. | 6,716,425 | |
Short-term borrowing | | | 446,125 | | | | 295,327 | |
Other liabilities | | | 2,376,816 | | | | 1,853,134 | |
Long-term debt | | | 12,631,719 | | | | 12,825,707 | |
Commitments and contingent liabilities | | | 258,374 | | | | 517,806 | |
Minority interest in Consolidated Subsidiaries | | | 145,499 | | | | 113,467 | |
Common stock | | | 1,241,407 | | | | 1,241,407 | |
Other shareholders’ equity | | | 385,369 | | | | 278,131 | |
| | | | | | |
Total liabilities and shareholders’ equity | | Ps. | 25,855,899 | | | Ps. | 23,841,404 | |
| | | | | | |
The carrying value and market value of each classification of available-for-sale securities in the Article 9 balance sheet, were as follows.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2005 | | | December 31, 2004 | |
| | | | | | Unrealized | | | | | | | | | | | Unrealized | | | | |
| | Carrying value | | | Gains/(Losses) | | | Market value | | | Carrying value | | | Gains/(Losses) | | | Market value | |
External Notes | | Ps. | — | | | Ps. | — | | | Ps. | — | | | Ps. | 749,729 | | | Ps. | — | | | Ps. | 207,389 | |
BODEN 2012 - Compensatory Bond | | | 987,951 | | | | 104,757 | | | | 876,661 | | | | 976,056 | | | | 269,009 | | | | 814,764 | |
Fiscal Credit Certificate (1) | | | 34,458 | | | | — | | | | 34,458 | | | | 78,232 | | | | — | | | | 78,232 | |
BOGAR | | | 3,823,299 | | | | 1,531,789 | | | | 3,366,792 | | | | 3,543,751 | | | | 1,010,200 | | | | 2,822,668 | |
GalTrust I | | | 536,509 | | | | (74,673 | ) | | | 253,418 | | | | 665,102 | | | | (7,335 | ) | | | 401,116 | |
Discount Bonds | | | 733.314 | | | | 56,581 | | | | 349,346 | | | | — | | | | — | | | | — | |
Other assets | | | 517,569 | | | | (10,204 | ) | | | 507,365 | | | | 327,091 | | | | — | | | | 327,091 | |
| | | | | | | | | | | | | | | | | | |
TOTAL | | Ps. | 6,633,100 | | | Ps. | 1,608,250 | | | Ps. | 5,388,040 | | | Ps. | 6,339,961 | | | Ps. | 1,271,874 | | | Ps. | 4,651,260 | |
| | | | | | | | | | | | | | | | | | |
| | |
(1) | | These instruments can be used to repay taxes, including the value-added tax |
F-43
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
The maturities at December 31, 2005 of the available-for-sale government securities and the GalTrust I and other assets included in the Article 9 balance sheet were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | December 31, 2005 | |
| | | | | | | | | | Maturing after 1 | | | Maturing after | | | | |
| | | | | | Maturing within | | | year but within | | | 5 years but within | | | Maturing after | |
| | Carrying Value | | | 1 year | | | 5 years | | | 10 years | | | 10 years | |
BODEN 2012 - Compensatory Bond | | | 987,951 | | | | 141,136 | | | | 564,543 | | | | 282,272 | | | | — | |
Fiscal Credit Certificate (1) | | | 34,458 | | | | 34,458 | | | | — | | | | — | | | | — | |
BOGAR | | | 3,823,299 | | | | 191,165 | | | | 844,312 | | | | 1,766,683 | | | | 1,021,139 | |
GalTrust I | | | 536,509 | | | | — | | | | — | | | | 323,615 | | | | 212,894 | |
Discount Bonds | | | 733.314 | | | | — | | | | — | | | | — | | | | 733,314 | |
Other assets | | | 517,569 | | | | 517,569 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | |
TOTAL | | Ps. | 6,633,100 | | | Ps. | 884,328 | | | Ps. | 1,408,855 | | | Ps. | 2,372,570 | | | Ps. | 1,967,347 | |
| | | | | | | | | | | | | | | |
28. Operations by Geographical Segment.
The main financial information, classified by country where transactions originate, is shown below. Most of the transactions originated in the Republic of Uruguay were with Argentine citizens and enterprises, and were denominated in U.S. dollars. Transactions between different geographical segments have been eliminated for the purposes of this Note.
| | | | | | | | | | | | |
| | December 31, |
| | 2005 | | 2004 | | 2003 |
Total revenues:(*) | | | | | | | | | | | | |
Republic of Argentina | | Ps. | 3,196,626 | | | Ps. | 2,313,069 | | | Ps. | 2,379,016 | |
Republic of Uruguay | | | 136,240 | | | | 119,812 | | | | 213,318 | |
Grand Cayman Island | | | 1,009 | | | | 2,362 | | | | 10,704 | |
Net income (loss), net of monetary effects allocable to each country: | | | | | | | | | | | | |
Republic of Argentina | | | 4,639 | | | | (76,207 | ) | | | (142,995 | ) |
Republic of Uruguay | | | 99,804 | | | | (33,953 | ) | | | (63,380 | ) |
Grand Cayman Island | | | 2,795 | | | | 289 | | | | (15,845 | ) |
Total assets: | | | | | | | | | | | | |
Republic of Argentina | | | 25,035,273 | | | | 22,927,642 | | | | 21,859,395 | |
Republic of Uruguay | | | 584,189 | | | | 707,252 | | | | 908,137 | |
Grand Cayman Island | | | 16,262 | | | | 15,660 | | | | 55,322 | |
Fixed assets | | | | | | | | | | | | |
Republic of Argentina | | | 472,832 | | | | 477,227 | | | | 504,742 | |
Republic of Uruguay | | | 11,366 | | | | 11,955 | | | | 12,790 | |
Miscellaneous assets | | | | | | | | | | | | |
Republic of Argentina | | | 199,113 | | | | 159,994 | | | | 156,084 | |
Republic of Uruguay | | | 39 | | | | 39 | | | | 2,014 | |
Goodwill | | | | | | | | | | | | |
Republic of Argentina | | | 85,003 | | | | 115,080 | | | | 139,681 | |
Other intangible assets | | | | | | | | | | | | |
Republic of Argentina | | | 404,459 | | | | 522,924 | | | | 587,373 | |
Republic of Uruguay | | | 898 | | | | — | | | | 3 | |
Geographical segment assets as a percentage of total assets | | | | | | | | | | | | |
Republic of Argentina | | | 97.66 | % | | | 96.94 | % | | | 95.78 | % |
Republic of Uruguay | | | 2.28 | % | | | 2.99 | % | | | 3.98 | % |
Grand Cayman Island | | | 0.06 | % | | | 0.07 | % | | | 0.24 | % |
| | |
(*) | | The caption Revenues includes financial income, income from services and miscellaneous income. |
29. Financial Instruments with Off-Balance Sheet Risk.
The Bank has been party to financial instruments with off-balance sheet risk in the normal course of its business to meet the financing needs of its customers. These instruments expose the Bank to credit risk above and beyond the amounts recorded in the consolidated balance sheets. These financial instruments include commitments to extend credit, standby letters of credit, guarantees granted and acceptances.
F-44
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
The Bank uses the same credit policies in making commitments, conditional obligations and guarantees as it does for granting loans. In management’s opinion, the Bank’s outstanding commitments and guarantees do not represent unusual credit risk.
The Bank’s exposure to credit loss in the event of non-performance by the counterparty to the financial instrument for commitments to extend credit, standby letters of credit, guarantees granted and acceptances is represented by the contractual notional amount of those investments.
A summary of the credit exposure related to these items is shown below:
| | | | | | | | |
| | December 31, |
| | 2005 | | 2004 |
Commitments to extend credit | | Ps. | 397,714 | | | Ps. | 285,824 | |
Standby letters of credit | | | 54,299 | | | | 38,140 | |
Guarantees granted | | | 223,055 | | | | 122,539 | |
Acceptances | | | 23,938 | | | | 18,967 | |
Commitments to extend credit are agreements to lend to a customer at a future date, subject to the meeting of the contractual terms. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent actual future cash requirements of the Bank. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. In addition to the above commitments, as of December 31, 2005 and 2004, the available purchase limits for credit card holders amounted to Ps. 5,140,826 and Ps. 3,703,120, respectively.
Standby letters of credit and guarantees granted are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.
Acceptances are conditional commitments for foreign trade transactions.
The credit risk involved in issuing letters of credit and granting guarantees is essentially the same as that involved in extending loan facilities to customers. In order to grant guarantees to its customers, the Bank may require counter guarantees. These financial customer guarantees are classified, by type, as follows:
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Preferred counter guarantees | | Ps. | 32,788 | | | Ps. | 44,759 | |
Other counter guarantees | | | 15,658 | | | | 17,676 | |
The Bank accounts for checks drawn on it and other banks, as well as other items in process of collection, such as notes, bills and miscellaneous items, in memorandum accounts until such time when the related item clears or is accepted. In management’s opinion, the risk of loss on these clearing transactions is not significant. The amounts of clearing items in process were as follows:
| | | | | | | | |
| | December 31, |
| | 2005 | | 2004 |
Checks drawn on the Bank | | Ps. | 110,211 | | | Ps. | 108,290 | |
Checks drawn on the other Bank | | | 193,267 | | | | 172,296 | |
Bills and other items for collection | | | 896,801 | | | | 519,222 | |
F-45
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
As of December 31, 2005 and 2004, the trusts’ funds amounted to Ps. 144,613 and Ps. 5,194, respectively.
In addition, the Bank has securities in custody which at December 31, 2005 and 2004, amounted to Ps. 5,522,535 and Ps. 6,283,546, respectively.
As part of the Argentine Government debt restructuring that occurred in 2005, the Bank received in exchange of its holdings of “Medium-Term External Notes”, Discount Bonds with a detachable derivative financial instrument which payment amounts are derived from the growth of the Gross Domestic Product (“GDP-linked Unit”). From November 2005, the GDP-linked unit started trading separately from the Discount Bonds.
30. Derivative Financial Instruments.
At December 31, 2005 and 2004 the options bought and sold were recorded at their exercise price in memorandum accounts. The premiums collected and/or paid have been accrued on a straight-line basis over the life of the contract.
| | | | | | | | | | | | | | | | |
| | Memorandum Accounts | | | Fair Value | |
| | December 31, | | | December 31, | |
| | 2005 | | | 2004 | | | 2005 | | | 2004 | |
Option contracts: | | | | | | | | | | | | | | | | |
Written put options (1) | | Ps. | 184,801 | | | Ps. | 173,069 | | | Ps. | 7,977 | | | Ps. | 8,802 | |
| | |
(1) | | As established by Section 4, subsection a and Section 6 of Decree 1836/02 and Argentine Central Bank Communiqué “A” 3828, in connection with the “second Exchange offered by the government to exchange restructured deposits for government bonds” , the Bank granted an option to sell coupons to the holders of restructured deposits certificates who had opted to receive BODEN 2013, BODEN 2006, BODEN 2012 or BODEN 2005 in exchange for their certificates. |
The exercise price will be equal to that resulting from converting to pesos the face value of each coupon in US dollars at a rate of Ps.1.40 per US dollar adjusted by applying the CER, which arises from comparing the index at February 3, 2002 to that corresponding to the due date of the coupon. That value shall in no case exceed the principal and interest amounts in pesos resulting from applying the face value of the coupon in US dollars at the buying exchange rate quoted by Banco de la Nación Argentina (Banco Nación) on the payment date of that coupon.
The Mercado Abierto Electrónico (MAE) has created a trading environment called MAE Compensated Forward Transactions for the closing, recording and settlement of financial forward transactions carried out among its agents, being the Bank one of them.
Currently, admitted transactions are the forward purchase and sale of US dollars.
The general settlement mode for these transactions is without delivery of the traded underlying asset. Settlement is carried out through the payment in pesos of the difference, if any, between the closing price of the underlying asset and the price or value of the underlying asset corresponding to the previous day.
F-46
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
US dollars forward purchases are recorded under “Memorandum Accounts — Debit —Derivatives — Forward Purchases of Foreign Currency to be Settled in Pesos,” totaling Ps. 12,125 as of December 31, 2005, while the forward sales are recorded under “Memorandum Accounts — Credit — Derivatives — Forward Sales of Foreign Currency to be Settled in Pesos,” totaling Ps. 260,448 as of December 31, 2005.
31. Disclosure about Fair Value of Financial Instruments.
Financial Accounting Standards No. 107 (“SFAS”) “Disclosures about Fair Value of Financial Instruments” requires disclosures of estimates of fair value of financial instruments. These estimates were made at the end of December 2005 and 2004. Because many of the Bank’s financial instruments do not have a ready trading market from which to determine fair value, the disclosures are based upon significant estimates regarding economic and current market conditions and risk characteristics. Such estimates are subjective and involve matters of judgment and, therefore, are not precise and may not be reasonably comparable to estimates of fair value for similar instruments made by other financial institutions.
The estimated fair values do not include the value of assets and liabilities not considered financial instruments.
In order to determine the fair value, cash flows were discounted for each category or group of loans having similar characteristics, based on credit risk, guarantees and/or maturities, using rates offered for similar loans by the Bank at December 31, 2005 and 2004, respectively.
Due to the uncertainties derived from the economic crisis existing in Argentina at the end of 2001 and the economic policy measures taken by the government to confront this crisis, the future actual results could differ from the evaluations and estimates made at the date of the preparation of this quantitative analysis and these differences could be significant. Therefore, the following fair values estimated under FAS 107 must be considered in light of these circumstances.
| | | | | | | | | | | | | | | | |
| | 2005 | | 2004 |
| | Book Value | | Fair Value | | Book Value | | Fair Value |
Derivative activities: (see Note 30) | | | | | | | | | | | | | | | | |
Assets | | Ps. | — | | | Ps. | — | | | Ps. | — | | | Ps. | — | |
Liabilities | | | 184,801 | | | | 7,977 | | | | 173,069 | | | | 8,802 | |
| | | | | | | | | | | | | | | | |
Non derivative activities: | | | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | | | | |
Cash and due from banks (1) | | Ps. | 1,041,158 | | | Ps. | 1,041,158 | | | Ps. | 988,669 | | | Ps. | 988,669 | |
Government securities (2) | | | | | | | | | | | | | | | | |
Trading | | | 725,343 | | | | 725,345 | | | | 545,031 | | | | 545,604 | |
Without quotation Securities | | | 4,591,071 | | | | 3,750,597 | | | | 4,371,716 | | | | 3,180,905 | |
Investment | | | 650,924 | | | | 577,599 | | | | 601,264 | | | | 506,803 | |
Loans (3) | | | 10,555,176 | | | | 9,717,621 | | | | 8,438,177 | | | | 7,515,344 | |
Compensatory and Hedge Bond to be received (4) | | | 4,154,989 | | | | 3,792,416 | | | | 4,732,288 | | | | 4,011,265 | |
Others (5) | | | 2,113,060 | | | | 1,774,363 | | | | 2,263,163 | | | | 1,855,262 | |
| | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Deposits (6) | | Ps. | 8,421,660 | | | Ps. | 8,368,522 | | | Ps. | 6,756,913 | | | Ps. | 6,614,881 | |
Other liabilities resulting from financial Intermediation : | | | | | | | | | | | | | | | | |
Argentine Central Bank (7) | | | 8,850,986 | | | | 7,675,211 | | | | 8,428,717 | | | | 6,553,636 | |
Banks and international entities and Loans from Domestic Financial Institutions (8) and Negotiable obligations (9) | | | 4,580,435 | | | | 4,120,395 | | | | 4,796,562 | | | | 3,739,333 | |
Others (10) | | | 1,413,316 | | | | 1,403,830 | | | | 1,211,365 | | | | 1,207,227 | |
The following is a description of the estimating techniques applied:
F-47
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
(1) Cash and due from banks:By definition, cash and due from banks are short-term and do not possess credit loss risk. The carrying values at December 31, 2005 and 2004 are a reasonable estimate of fair value.
(2) Government securities:Government securities held for trading purposes and government securities available for sale are carried at fair value,. Unlisted securities include (i) Bogar, which fair value corresponds to “market value”, (ii) Discount Bond, in order to estimate its fair value the Bank used quoted market values. At December 31, 2004 External Notes are recognized at its fair value since were eligible for the a Argentine Bank debt restructuring and (iii) bonds such as Fiscal credit Certificate, which their book value are a reasonable estimation of their respective fair value.
(3) Loans:In order to determine the fair value of loans, the portfolio was segregated by loan type, repricing characteristics and credit quality. For performing loans, contractual cash flows of loans were discounted at estimated market rates. For non-performing loans, expected cash flows were discounted using an estimated rate considering the time of collection. The value of collateral was considered in the estimation of cash flows.
(4) Compensatory and hedge bonds to be received:in connection with estimating the fair value of these bonds, the Bank used quoted market values.
(5) Others:Includes other receivables from financial brokerage and equity investments in other companies. A majority of the items included under “Other Receivables from Financial Brokerage” are short-term in nature and do not possess significant risk although the fair value of the forward purchases of government securities held for investment purposes is the quoted market value of the underlying government securities. Also included under this caption are the Galtrust I debt securities and trust certificates. Equity investments in companies where significant influence is exercised are not within the scope of SFAS No. 107. Equity investments in other companies are carried at market value less costs to sell. The book value of unquoted equity securities is believed by management to approximate fair value.
(6) Deposits:The fair value of deposit liabilities on demand and savings account deposits is similar to its book value. The fair value of term deposits was estimated at the expected future cash flows discounted at the estimated market rates at year-end, following management’s expectations.
(7) Argentine Central Bank:At December 31, 2005 and 2004 “ArgentineCentral Bank”includes the advance to be requested to the Argentine Central Bank for the subscription of the hedge bond and long term loans for liquidity support. The fair value at December 2005, and December 2004, was estimated based on the fair value of the Argentine Government portfolio that guarantee the debt.
(8) Banks and international entities and loans from domestic financial institutions:Includes credit lines borrowed under different credit arrangements from local and foreign banks and entities Most of them were restructured as of May 2004. At December 2005 and December 2004, the quoted market prices have been taken as a best estimate of their fair value and when no quoted market prices are available, the estimated fair value has been calculated by discounting the contractual cash flows of these liabilities at estimated market rates.
(9)Negotiable obligations:At December 31, 2005, and December 31, 2004 the fair value of the negotiable obligations were determined based on quoted market prices and when no quoted
F-48
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
market prices are available, the estimated fair value has been calculated by discounting the contractual cash flows of these liabilities at estimated market rates.
(10) Others:Includes other liabilities resulting from financial brokerage. Their fair value was estimated at the expected future cash discounted at the estimated rates at year- end.
32. Pending events derived from the system’s crisis in late 2001.
Deposits with the financial system — Legal actions requesting protection of Constitutional guarantees
The Government through Decree No.1.570/2001, Law No 25.561, Decree No. 214/02 and other concurrent regulations, established restrictions on money withdrawals from financial institutions and the conversion into pesos of all dollar deposits, at the exchange rate of Ps. 1.40 per US$ 1. In turn, this Decree also established that financial institutions are to comply with their obligations by reimbursing pesos in the amounts resulting from this conversion, including the CER adjustment plus a 2% annual interest rate. As a result of the measures that established the Pesification and restructuring of foreign-currency deposits, since December 2001, a significant number of claims have been filed against the National State and/or financial institutions, formally challenging the emergency regulations, particularly Decree No. 214/02 and supplementary provisions, and requesting prompt payment of deposits in their original currency. The emergency regulations have been declared unconstitutional by most lower and upper courts. As of December 31, 2005, the court orders received by the Bank requiring the reimbursement of deposits in foreign or Argentine currency, at the free-market exchange rate, amounted to Ps 16,012 and US$ 615,238. In compliance with those court orders, as of the same date, said Entity paid the amounts of Ps. 1,092,272 and US$ 111,995 to reimburse deposits, in pesos and in foreign currency.
The difference between the amount paid as a result of the abovementioned court orders and the amount resulting from converting deposits at the Ps. 1.40 per US dollar exchange rate, adjusted by the CER and interest accrued up to the payment date, totals Ps. 668,946 and Ps. 650,318, as of December 31, 2005 and December 31, 2004, respectively, and they have been recorded as “Intangible Assets”. Residual value on said dates totals Ps. 347,777 and Ps. 451,428.
The Bank has repeatedly reserved its right to make claims, in view of the negative effect caused on its financial condition by the reimbursement of deposits originally denominated in dollars, pursuant to orders issued by the judicial branch, either in US dollars or in pesos for the equivalent amount at the market exchange rate, since compensation of this effect was not included by the National Government in the calculation of the compensation to financial institutions. The method of accounting for such right as a deferred loss, set forth by Argentine Central Bank regulations, does not affect its existence or legitimacy. To such effect, the Bank has reserved the corresponding rights.
On December 30, 2003, the Bank formally requested that the Government, with copy to the Ministry of Economy (“MECON”) and to the Argentine Central Bank, compensate for the losses incurred due to the asymmetric Pesification and court decisions. The Bank has reserved its right to further extend such request in order to encompass losses made definite by new final judgments.
On October 26, 2004, the Argentine Supreme Court ruled on the lawsuit entitled “Bustos, Alberto et al vs. National State”, on legal action requesting protection of constitutional guarantees,
F-49
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
admitting the declaration of national emergency established by Law No. 25,561 and the constitutionality of Section 2 of Decree No. 214/02. Notwithstanding the fact that, under Argentine law, the Supreme Court rulings are not mandatory for lower courts, this ruling is expected to set a precedent in similar cases to be heard by those courts.
At the date of these financial statements, the final outcome of all the pending disputes cannot be foreseen. However, during the previous fiscal year, as well as in the current one, the number of legal actions filed by customers requesting the reimbursement of deposits in their original currency has decreased significantly, which has reduced the risk of worsening of this problem in the future.
Claims due to foreign exchange differences arising from the repayment of financial assistance during foreign-exchange market holidays in January 2002
During December 2001, the Bank received financial assistance in pesos from the Argentine Central Bank to face a temporary liquidity shortage. This financial assistance was repaid by using the funds, in US dollars, provided by the Bank Liquidity Fund (“BLF”), on January 2 and 4, 2002. On the day those funds were credited, the Argentine Central Bank had declared a foreign-exchange market holiday.
On January 06, 2002, before the market was reopened, Law No. 25561 was enacted, which repealed the convertibility system and established a new exchange rate of $ 1.40 per US dollar. During the foreign-exchange market holiday, as a result of the aforementioned regulations, no foreign currency could be traded.
As a result, the US dollars funds credited by the BLF on January 2 and 4, 2002, remained in US dollars until the reopening of the market.
On that date, and in accordance with the regulations in force, the US dollar was sold at Ps. 1.40.
For this reason, when the Argentine Central Bank applied US$ 410,000 to the settlement of the financial assistance granted to the Bank, it should have cancelled US$ 410,000 times 1.40, that is, the amount of Ps. 574,000.
This has infringed the guarantee of inviolability of private property and equal treatment before the law.
The Bank considers that the Ps. 164,000 difference will have to be reimbursed to the Bank, or that an equivalent restoration of its equity should be considered.
The Bank has filed a claim before the Argentine Central bank to recover the above-mentioned amount. Such right has not been accounted for in these financial statements.
Compensation to financial institutions
Section 7 of Decree No. 214/02, provides for the issuance of a bond payable by the National Treasury to compensate the imbalance created in the financial system by the devaluation of the peso and the asymmetric Pesification of assets and liabilities.
F-50
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
In June, 2002, Decree No. 905/02, in its Sections 28 and 29, established the methodology for calculating the amount of compensation, granting a Compensatory Bond to compensate for the losses that resulted from the asymmetric Pesification of assets and liabilities, and a Hedge Bond for the disruption in the currency peg after widespread Pesification of part of the assets and liabilities portfolio.
After a thorough review process performed by the Argentine Central Bank, it was established that the final sum to be paid to the Bank for compensation amounts to US$ 2,178,030, of face value of BODEN 2012.
During 2005, the Bank had received the total amount of compensatory bonds. The position as of December 31, 2005, is recorded under Government Securities — In foreign currency — Holdings in Investment Accounts, for Ps. 650,924, and under Other Receivables Resulting from Financial Brokerage — In foreign currency — Forward Purchases of Securities under Repo Transactions, for Ps. 337,027.
The amount of the receivable compensation, in relation to the Hedge Bond, has been recorded under “Other Receivables Resulting from Financial Brokerage — In foreign currency — Compensation to be Received from the National Government”, for Ps. 4,154,989.
The advance for the subscription of the Hedge Bond has been recorded under “Other Liabilities resulting from Financial Brokerage — In pesos — Advances for the Acquisition of Boden 2012” for Ps. 1,780,453 which, including the adjustments from the application of the CER and accrued interest for Ps. 1,516,196, totals Ps. 3,296,649. The conditions for financing the subscription of the “Hedge Bond” have been specified in Section 29, subsection g) of Decree No. 905/02, which set forth, among other conditions, the delivery by financial institutions of assets as collateral, for at least 100.0% of the amount of the advance received.
Situation of Banco Galicia Uruguay S.A. and Galicia (Cayman) Limited
The financial crisis unleashed in late 2001 also affected the controlled companies Galicia Uruguay and Galicia Cayman.
In December 2002, Galicia Uruguay restructured its deposits with a high degree of participation by its depositors and subsequently implemented various voluntary exchanges of restructured deposits, which allowed it to significantly reduce such liabilities.
Within this process during the previous fiscal year, the Argentine Central Bank authorized the transfer of Boden 2012 to Galicia Uruguay for a face value of US$ 195,979. These were applied to the settlement of parties that had shown interest in participating in the new exchange offer.
Furthermore, in order to strengthen the financial condition of its subsidiaries, Grupo Galicia, the controlling company of the Bank, has forgiven the US$ 43,000 subordinated negotiable obligations issued by Galicia Uruguay.
This debt forgiveness, along with the exchange of deposits, have meant an important improvement to Galicia Uruguay’s financial condition, due to the reduction of its liabilities.
As of December 31, 2005, the principal amount of restructured liabilities (time deposits and negotiable obligations) amounted to Ps. 426,550, with the first three installments due September
F-51
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
2003, 2004 and 2005 and the Negotiable Obligations due December 2005 having been paid. Also, as of said date, the Bank shareholders’ equity amounted to Ps. 46,938, there being then the expectation that the cash payments to be collected for the assets of the Company (mainly credits) shall exceed, in all the payment periods of the arrangement with creditors, the liabilities resulting from the abovementioned agreement.
In June 2004, after the total suspension of all of Galicia Uruguay’s activities initiated on February 6, 2002, the Uruguayan authorities resolved to maintain the authorization to operate granted by the Executive Branch of that country and withdraw the authorization to act as a commercial bank. This resolution by the Central Bank of Uruguay does not affect the rights of depositors and holders of negotiable obligations arising from the restructuring agreement approved in 2002, or those arising from the successive debt exchanges undertaken.
The Bank has undertaken with Galicia Uruguay to take such necessary action to, in certain circumstances and with the prior consent of the Argentine Central Bank, contribute to the latter the amounts that may be required to permit Galicia Uruguay to repay all of its deposits, subject to prior restoration of the Bank’s economic and financial condition and the repayment in full of the financial assistance from the Argentine Central Bank, as provided for by clause No. 52 of Argentine Central Bank’s Resolution No. 281.
As regards Galicia (Cayman) Limited, even though it was in provisional liquidation, as a consequence of the presentation made by the Administrators of the Restructuring Plan of Galicia (Cayman) Limited, the Grand Court of the Cayman Islands considered the plan as terminated on February 2, 2006, thus returning the company to its legal authorities as of February 23, 2006.
The individual financial statements recognize the investments in Galicia Uruguay and Galicia Cayman according to the equity method.
33. Preferred Liabilities of the former Banco Almafuerte Coop. Ltdo.
During the years ended June 30, 1999 and 2000 and December 31, 2000 and 2001, the Bank acquired certain interests in a trust sponsored by SEDESA, the Argentine deposit insurance authority. The trust holds the assets of three failed Argentine banks. The Bank acquired the interests in exchange for the assumption of the deposit liabilities of the failed banks. The Bank’s interest in the trust consists of preferred certificates A, and subordinated certificates C, whose payments are guaranteed by SEDESA. At December 31, 2005 and 2004, trust certificates were recorded at an amount of Ps. 27,201 and Ps. 23,463, respectively, in the consolidated financial statements.
Furthermore, a fund was created for a total amount of US$266,667 to which the Bank contributed 45%, US$120,000. This fund, was converted to pesos under Decree 471, may be computable for meeting the Minimum Liquidity Requirements, as authorized by the Argentine Central Bank. At December 31, 2005 and 2004, it amounted to Ps. 294,138 and Ps. 259,065, respectively.
F-52
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
34. Setting up of Financial Trusts.
Financial trusts with Banco Galicia as trustor:
| | | | | | | | | | | | | | | | |
Conditions | | Galtrust I | | Galtrust II | | Galtrust V | | Galicia |
Creation date | | | 10.13.00 | | | | 12.17.01 | | | | 12.17.01 | | | | 04.16.02 | |
Due date | | | 10.10.15 | | | | 12.10.10 | | | | 01.10.16 | | | | 05.06.32 | |
Trustee | | First Trust of New York N.A. | | First Trust of New York N.A. | | First Trust of New York N.A. | | Bapro Mandatos y Negocios S.A. |
Rate (*) | | C.E.R. + 10 % T.N.A. | | C.E.R. + 9.75 % T.N.A. fixed | | C.E.R. + 9.75 % T.N.A. fixed | | C.E.R. + 4 % |
Trust assets | | Loans to provincial governments | | Mortgage loans | | Mortgage loans | | Secured loans |
Total portfolio transferred | | US$ | 490,224 | | | US$ | 61,191 | | | US$ | 57,573 | | | Ps. | 108,000 | |
Subscribed debt securities | | Participation certificates for a face value of Ps. 200,000 | | Participation certificates for a face value of Ps.16,191 | | Debt securities for a face value of Ps. 11,000 Debt securities for a face value of Ps. 31,000, held by Banco Galicia Uruguay S.A. Participation certificates for a face value of Ps. 15,573 | | Participation certificates for a face value of Ps. 27,000 |
Balance as of 12.31.2005 | | Ps. | 536,509 | | | Ps. | 21,411 | | | Ps. | 27,100 | | | Ps. | 50,758 | |
| | | | | | | | | | | | | | | | |
Balance as of 12.31.2004 | | Ps. | 665,102 | | | Ps. | 27,559 | | | Ps. | 34,029 | | | Ps. | 44,294 | |
| | |
(*) | | Applicable to debt securities only. |
| | | | | | | | | | | | | | | | |
| | Galicia Personal | | Galicia Commercial | | Real Estate Loans | | Real Estate Loans |
Conditions | | loans | | Mortgages | | Galicia I | | Galicia II |
Creation date | | | 12.20.04 | | | | 02.22.05 | | | | 08.17.05 | | | | 10.12.05 | |
Due date | | | 11.10.08 | | | | 07.12.13 | | | | 03.15.15 | | | | 12.15.25 | |
Trustee | | Deustche Bank S.A. | | Deustche Bank S.A | | Deustche Bank S.A | | Deustche Bank S.A |
Rate (*) | | Class “A” debt securities, 8 % T.N.A. Class “B” debt securities, 12 % T.N.A. | | C.E.R. + 0.05 % T.N.A. | | Minimum 8 % T.N.A. and maximum 18 % T.N.A. | | Minimum 8 % T.N.A. and maximum 18 % T.N.A. |
Trust assets | | Personal loans | | Commercial mortgage loans | | Mortgage loans | | Mortgage loans |
Total portfolio transferred | | Ps. | 41,529 | | | Ps. | 29,059 | | | Ps. | 91,000 | | | Ps. | 150,000 | |
Subscribed debt securities | | Class “B” debt securities for a face value of Ps.2,927 Participation certificate for a face value of Ps.3,115 | | Participation certificate for a face value of Ps.4,940 | | Participation certificate for a face value of Ps.18,200 | | Participation certificate for a face value of Ps.40,999 |
Balance as of 12.31.2005 | | Ps. | 9,793 | | | Ps. | 5,946 | | | Ps. | 17,632 | | | Ps. | 39,860 | |
Balance as of 12.31.2004 | | | — | | | | — | | | | — | | | | — | |
| | |
(*) | | Applicable to debt securities only. |
F-53
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
b) | | Financial trust received as loan repayment: |
| | | | |
Conditions | | Hydro I |
Creation date | | | 10.12.05 | |
Due date | | | 09.05.17 | |
Trustor | | Consorcio de Empresas Mendocinas para Potrerillos S.A. |
Trustee | | Banco de Galicia y Buenos Aires S.A. |
Trust assets | | Loans for power supply, loans for subsidies, royalties and interests |
Rate (*) | | 7 % T.N.A. until 09.05.06 and thereafter, variable T.N.A. equal to T.E.C. + 5 % (**) |
Subscribed debt securities | | Class “B” debt securities for a face value of Ps. 25,523 |
Balance as of 12.31.2005 | | Ps. | 25,655 | |
Balance as of 12.31.2004 | | | — | |
| | |
(*) | | Applicable to debt securities only. |
|
(**) | | T.E.C. stands for adjusted survey rate. |
c) | | Financial trusts acquired as investments: |
| | | | | | | | |
Conditions | | Italcred I | | Bouchard Plaza building |
Creation date | | | 08.26.05 | | | | 12.20.05 | |
Due date | | | 08.26.06 | | | | 06.29.08 | |
Trustor | | Italcred S.A. | | Ludwing Investments S.A. |
Trustee | | Nación Fideicomisos S.A. | | Nación Fideicomisos S.A. |
Trust assets | | Cash flow | | Loans transferred |
Rate (*) | | 9 % annual | | Private bank T.E.C.+ 6.25 % T.N.A (**) |
Subscribed debt securities | | Senior debt securities for a face value of Ps. 668,000 | | Additional debt securities Ps. 10,500 |
Balance as of 12.31.2005 | | Ps. | 450 | | | Ps. | 10,546 | |
Balance as of 12.31.2004 | | | — | | | | — | |
| | |
(*) | | Applicable to debt securities only. |
|
(**) | | T.E.C. stands for adjusted survey rate. |
BG Financial Trust
A trust called “BG Financial Trust” was created in December 2005. The Bank transferred to the trustee (“Equity Trust Company (Argentina) S.A.”) Ps. 264,426 of loans classified in category “3” or in a lower category, for an amount, net of allowances, of Ps. 91,290. The Bank received in exchange cash for an equal amount. The debt securities issued by the trust were fully subscribed by third parties.The Bank has been appointed Servicer and Collection Manager of the Trust, thus assuming a special management commitment that will enable the Bank to receive a compensation incentive upon the occurrence of the following: (i) no later than December 31, 2009, the net cash flow effectively collected equals or exceeds the price paid for the transferred portfolio; and (ii) no later than December 31, 2012, an IRR equal or higher than 18% is reached. In the event the two objectives of the special management commitment fail to be met, a penalty equal to the difference shall be paid to the trustee.
F-54
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Trusts with Tarjeta Cuyanas S.A. as trustor:
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Tarjeta Nevada |
Trust Fund | | Tarjeta Nevada I (*) | | Tarjeta Nevada II | | Tarjeta Nevada III | | Trust I |
Creation date | | | 07.21.04 | | | | 12.01.04 | | | | 05.24.05 | | | | 11.23.05 | |
Due date | | | 09.30.05 | | | | 11.22.06 | | | | 07.25.07 | | | | 11.30.07 | |
Interest rate | | D.S.: “A” 7%
D.S.: “B”: 10% | | D.S.: “A” CER plus 3% (min. 8% and max. 15% T.N.A.) D.S.: “B”: CER plus 5% (min. 10% and max. 20% T.N.A.) | | CER plus margin (min. 10% and max. 20%) | | D.S.: “A” 10.95%
D.S.: “B” 13.50% |
Placement | | | 15,000 | | | | 16,000 | | | | 25,000 | | | | 26,784 | |
“A” Debt Securities | | | 12,000 | | | | 12,000 | | | | 19,000 | | | | 21,427 | |
“B” Debt Securities | | | 1,500 | | | | 2,400 | | | | — | | | | 2,678 | |
Participation Certificates | | | 1,500 | | | | 1,600 | | | | 6,000 | | | | 2,679 | |
| | |
(*) As of December 31, 2005, all Participation Certificates had been fully settled and the Trust has started to be terminated, but this process has not ended yet. As of December 31, 2005, Tarjetas Cuyanas S.A.’s holdings of class “B” Debt Securities amounted to Ps. 2,084 and Participation Certificates amounted to Ps. 9,182; as of December 31, 2004 its holdings amounted to Ps. 547 and Ps. 3,595, respectively. |
Trusts with Tarjeta Naranja S.A. as trustor:
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Tarjeta Naranja |
Trust Fund | | Tarjeta Naranja I (*) | | Tarjeta Naranja II | | Tarjeta Naranja III | | Naranja Trust I |
Creation date | | | 08.26.04 | | | | 10.22.04 | | | | 03.08.05 | | | | 11.07.05 | |
Due date | | | 08.01.05 | | | | 04.22.06 | | | | 01.25.06 | | | | 02.20.08 | |
Interest rate | | D.S.: “A” 8%
D.S.: “B”: 11% | | D.S.: “A” Var. CER Plus 3 % With a maximun of 15 % and a minimum of 8% D.S.: “B”: Var. CER Plus 5% With a maximun of 20 % and a minimum of 11 % | | D.S.: “A” 7%
D.S.: “B”: 9% | | D.S.: “A” Var. C.E.R. + 1.18% or T.E. + 2% With a maximum of 18% and a minimum of 9%
D.S.: “B”:Var. C.E.R. +2.4% or T.E. +3% With a maximum of 20% and a minimum of 11% |
Placement | | | 40,000 | | | | 50,009 | | | | 64,001 | | | | 94,500 | |
“A” Debt Securities | | | 32,000 | | | | 40,000 | | | | 54,401 | | | | 80,000 | |
“B” Debt Securities | | | 4,000 | | | | 5,000 | | | | 6,400 | | | | 7,000 | |
Participation Certificates | | | 4,000 | | | | 5,009 | | | | 3,200 | | | | 7,500 | |
| | |
(*) | On September 14, 2005, Tarjeta Naranja S.A., as beneficiary of the Participation certificates, requested Banco Patagonia S.A., as trustee of the Tarjeta Naranja I Trust, that the trust be early and finally terminated on September 30, 2005; also, Banco Patagonia S.A. was instructed to redeem the Participation Certificates through the reimbursement of the remaining trust credits at their residual value, net of allowances for uncollectibility risk and therefore, to initiate the Financial Trust’s early liquidation. |
As of December 31, 2005, Tarjeta Naranja S.A’s holdings of class “B” Debt Securities amounted to Ps. 5,178 and its holding of Participation Certificates amounted to Ps. 18,493, as of December 31, 2004 its holdings amounted to Ps. 339 and Ps. 9,668, respectively.
-Trusts with Tarjeta del Mar S.A. as trustor:
F-55
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | |
Trust Fund | | Tarjeta del Mar- Serie I |
Creation date | | 12.13.05 |
Due date | | 12.10.06 |
Interest rate | | “A” DS 13.00% |
| | “B” DS 14.00% |
| | “C” DS 15.00% |
| | “D” DS 15.95% |
Total portfolio transferred | | 3,800 |
“A” Debt Securities | | 750 |
“B” Debt Securities | | 750 |
“C” Debt Securities | | 750 |
“D” Debt Securities | | 750 |
Participation Certificates | | 800 |
As of December 31, 2005, Tarjetas del Mar S.A.’s holdings of class “D” Debt Securities amounted to Ps. 24 and its holdings of Participation Certificates to Ps. 800.
35. Situation of certain companies consolidated with Banco Galicia.
Merger between Tarjetas del Mar S.A. and Tarjeta Naranja S.A.:
The Board of Directors of Tarjeta Naranja S.A. and Tarjetas del Mar S.A. approved the carrying out of all necessary steps to formalize the merger of Tarjetas del Mar S.A. (merged company) into Tarjeta Naranja S.A. (the merging company) within the framework of a corporate reorganization pursuant to Section 77 of the Income Tax Law and Section 109 of its regulatory decree. The reasons for this process are the advantages that can be obtained from the joint actions and the unification of both companies’ activities, which would improve the services provided and reduce operating costs.
Tax issues
At the date of these consolidated financial statements, the Argentine Revenue Service (AFIP) and the Revenue Board of the Province of Córdoba are in the process of conducting an audit. Such agencies have served notices and made claims regarding tax statements of subsidiaries of Tarjetas Regionales S.A.. The claim amount approximately to $ 20,582.
Based on the opinions of their tax advisors, the directors of such subsidiaries believe that the claims are both legally and technically unfunded and that the taxes related to the claims have been correctly calculated in accordance with tax regulation and existing case law.
36. Segment Reporting.
The Bank has disclosed its segment information in accordance with the Statement of Financial Accounting Standards 131, “Disclosures about Segments of an Enterprise and Related Information”. Operating segments are defined as components of an enterprise about which separate financial information is available and which is regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Reportable segments consist of one or more operating segments with similar economic characteristics, distribution systems and regulatory environment. The information provided for Segment Reporting is based on internal reports used by management.
The following summarizes the aggregation of Grupo Galicia’s operating segments into reportable segments:
F-56
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Grupo Galicia: this segment includes the income and expenses of the Holding Company, not attributable to its subsidiaries, except for goodwill amortization.
Insurance: includes the results of Grupo Galicia’s equity interest in insurance companies (including the 12.5% interest owned by the Bank). At December 31, 2005 and 2004, Grupo Galicia maintained, through its subsidiary Sudamericana Holding S.A., controlling interests in Galicia Vida Compañía de Seguros S.A., Galicia Retiro Compañía de Seguros S.A., Instituto de Salta Seguros de Vida S.A., Galicia Patrimoniales Compañía de Seguros S.A., Sudamericana Asesores de Seguros S.A. and Medigap Salud S.A..
As of November 15, 2004, after a special general shareholders’ meeting, the shareholders of Medigap Salud S.A. decided by unanimous vote the early dissolution of this company and subsequent liquidation as of December 31, 2004. The liquidation of Medigap Salud S.A. became final on April 12, 2005 and was approved by the special general shareholders’ meeting held on May 26, 2005.
On December 15, 2004, Sudamericana Holding S.A., Swiss Medical S.A. and SMG INVESTMENT S.A. entered into a share purchase agreement involving 100% of the shares in Instituto de Salta Compañía de Seguros de Vida S.A. The transfer of the mentioned shares was completed on April 29, 2005.
Other Grupo Businesses: this segment includes the results of the business of Galicia Warrants S.A., Net Investment S.A. and its subsidiaries (in both cases, including the 12.5% interest of the Bank) and Galval.
Buenos Aires Metropolitan Branches: corresponds to the results of the Bank’s operations conducted with large corporations, small and medium-sized companies and individuals in branches located in the Federal Capital and Greater Buenos Aires (where the relatively greater economic activity occurs).
Rest of the Country Branches: this segment includes the results of the Bank ´s operations with large corporations, small and medium-sized companies and individuals in the branches located in the rest of the country.
Head Office: includes the results of the Bank’s operations with customers (large corporations, small and medium-sized companies and individuals) located in it, as well as the results of operations with the national and provincial public sectors.
Regional Credit Card: includes the results of Tarjetas Regionales S.A. and the regional credit-card companies. As of December 31, 2005 and 2004, the Bank maintained, through its subsidiary Tarjetas Regionales S.A., controlling interests in Tarjeta Naranja S.A. (80%) in the province of Córdoba, Tarjetas Cuyanas S.A. (60%) in the province of Mendoza, Tarjeta Comfiar (92% in 2003) in the Province of Santa Fe, and Tarjetas del Mar (100% in 2003 and 2002, respectively) in the Province of Buenos Aires, excluding the Greater Buenos Aires area.
International: the results of operations conducted through Galicia Uruguay, Galicia (Cayman) Ltd., the New York as of January 2003 and the Cayman branches, except for the operations carried out with customers located in some of the regions mentioned above.
F-57
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Other Financial Businesses: This segment mainly includes the results of the business of Galicia Capital Markets S.A., Galicia Valores S.A. Sociedad de Bolsa, Agro Galicia S.A. and Galicia Factoring y Leasing S.A. Consolidation of the financial statements of Galicia Capital Markets S.A. (in liquidation) and Agro Galicia S.A. (in liquidation) has been discontinued during this fiscal year, as a result of their anticipated dissolution having been decided.
Other Equity Investments: Includes the results of the investments made by the Bank as minority interest in a variety of infrastructure and public utility services companies, such as Aguas Argentinas S.A., Inversora Nihuiles S.A., Inversora Diamante S.A., etc.
Overhead and Corporate Adjustments: Includes the results of the operations that can not be allocated to the segments above and the results of the operations conducted between the aforementioned segments.
F-58
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
The Group evaluates segment performance based on net income. The table below shows the segment information for continuing operations for the fiscal years ended December 31, 2005, 2004 and 2003:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Grupo Galicia |
| | | | | | Buenos | | Rest of | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Overhead | | |
| | | | | | Aires | | the | | | | | | Regional | | | | | | Other | | | | | | | | | | | | | | and | | |
| | Grupo | | Metropolitan | | Country | | Head | | Credit | | Interna- | | Financial | | Other Equity | | | | | | Other Grupo | | Corporate | | Consolidated |
Year ended December 31, 2005: | | Galicia | | Branches | | Branches | | Office | | Cards | | tional | | Businesses | | Investments | | Insurance | | Businesses | | Adjustments | | Total |
Net Financial Income / (Loss) | | | 9,889 | | | | 158,176 | | | | 106,411 | | | | 11,344 | | | | 134,773 | | | | 107,382 | | | | (1,316 | ) | | | — | | | | 17,249 | | | | 148 | | | | 8,647 | | | | 552,703 | |
Net Income / (Loss) from Services | | | — | | | | 189,877 | | | | 109,930 | | | | 69,731 | | | | 206,122 | | | | 1,254 | | | | 2,743 | | | | — | | | | (6,853 | ) | | | 5,287 | | | | (54,326 | ) | | | 523,765 | |
|
Provision for Loan Losses | | | — | | | | 14,019 | | | | 1,172 | | | | (80,857 | ) | | | 28,196 | | | | 3,634 | | | | 93 | | | | — | | | | — | | | | — | | | | 110,473 | | | | 76,730 | |
|
Operating Income | | | 9,889 | | | | 334,034 | | | | 215,169 | | | | 161,932 | | | | 312,699 | | | | 105,002 | | | | 1,334 | | | | — | | | | 10,396 | | | | 5,435 | | | | (156,152 | ) | | | 999,738 | |
|
Operating Expenses | | | 12,881 | | | | 251,552 | | | | 170,943 | | | | 139,545 | | | | 179,294 | | | | 18,347 | | | | 1,459 | | | | — | | | | 11,641 | | | | 4,382 | | | | (9,076 | ) | | | 780,968 | |
|
Other Income / (Loss) | | | (137,684 | ) | | | 1,504 | | | | 893 | | | | (171,976 | ) | | | 7,693 | | | | 195,448 | | | | 3,943 | | | | 16 | | | | 12,839 | | | | (2,043 | ) | | | 31,746 | | | | (57,621 | ) |
|
Minority Interest | | | — | | | | — | | | | — | | | | — | | | | (21,180 | ) | | | (3,995 | ) | | | — | | | | — | | | | (1 | ) | | | — | | | | (9,433 | ) | | | (34,609 | ) |
|
Pre-tax Income / (Loss) | | | (140,676 | ) | | | 83,986 | | | | 45,119 | | | | (149,589 | ) | | | 119,918 | | | | 278,108 | | | | 3,818 | | | | 16 | | | | 11,593 | | | | (990 | ) | | | (124,763 | ) | | | 126,540 | |
|
Income tax provision | | | (32,383 | ) | | | — | | | | — | | | | — | | | | 56,807 | | | | — | | | | 300 | | | | — | | | | 342 | | | | 584 | | | | (6,348 | ) | | | 19,302 | |
|
Net Income / (Loss) | | | (108,293 | ) | | | 83,986 | | | | 45,119 | | | | (149,589 | ) | | | 63,111 | | | | 278,108 | | | | 3,518 | | | | 16 | | | | 11,251 | | | | (1,574 | ) | | | (118,415 | ) | | | 107,238 | |
Net Income as a Percentage of Consolidated Net Income | | | (101 | %) | | | 78 | % | | | 42 | % | | | (139 | %) | | | 59 | % | | | 259 | % | | | 3 | % | | | — | | | | 10 | % | | | (1 | %) | | | (110 | %) | | | 100 | % |
|
Average Loans of private sector | | | — | | | | 1,352,655 | | | | 1,333,721 | | | | 893,892 | | | | 801,553 | | | | 525,308 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,907,129 | |
Average Deposits | | | — | | | | 2,975,161 | | | | 1,945,808 | | | | 2,077,205 | | | | — | | | | 572,871 | | | | — | | | | — | | | | — | | | | — | | | | (13,874 | ) | | | 7,557,171 | |
F-59
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Grupo Galicia |
| | | | | | Buenos | | Rest of | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Overhead | | |
| | | | | | Aires | | the | | | | | | Regional | | | | | | Other | | | | | | | | | | | | | | and | | |
| | Grupo | | Metropolitan | | Country | | Head | | Credit | | Interna- | | Financial | | Other Equity | | | | | | Other Grupo | | Corporate | | Consolidated |
Year ended December 31, 2004: | | Galicia | | Branches | | Branches | | Office | | Cards | | tional | | Businesses | | Investments | | Insurance | | Businesses | | Adjustments | | Total |
Net Financial Income / (Loss) | | | 13,085 | | | | 93,812 | | | | 75,320 | | | | (158,612 | ) | | | 93,752 | | | | 190,407 | | | | 24 | | | | — | | | | 11,889 | | | | 275 | | | | (95,811 | ) | | | 224,141 | |
Net Income / (Loss) from Services | | | — | | | | 159,087 | | | | 85,641 | | | | 54,156 | | | | 188,783 | | | | 761 | | | | 2,751 | | | | — | | | | (4,697 | ) | | | 4,176 | | | | (54,365 | ) | | | 436,293 | |
|
Provision for Loan Losses | | | — | | | | (24,872 | ) | | | (22,889 | ) | | | (169,419 | ) | | | 20,515 | | | | 86,748 | | | | 71 | | | | — | | | | — | | | | — | | | | 300,078 | | | | 190,232 | |
|
Operating Income / (Loss) | | | 13,085 | | | | 277,771 | | | | 183,850 | | | | (64,963 | ) | | | 262,020 | | | | 104,420 | | | | 2,704 | | | | — | | | | 7,192 | | | | 4,451 | | | | 450,254 | | | | 470,202 | |
|
Operating Expenses | | | 13,462 | | | | 224,267 | | | | 150,609 | | | | 74,719 | | | | 125,430 | | | | 20,491 | | | | 3,442 | | | | — | | | | 13,535 | | | | 5,626 | | | | (7,641 | ) | | | 623,940 | |
|
Other Income / (Loss) | | | (2,904 | ) | | | 4,134 | | | | 3,030 | | | | (242,381 | ) | | | 11,982 | | | | 58,449 | | | | 8,394 | | | | 154 | | | | 11,154 | | | | (424 | ) | | | 250,399 | | | | 101,987 | |
|
Minority Interest | | | — | | | | — | | | | — | | | | — | | | | (22,893 | ) | | | (16,099 | ) | | | 3 | | | | — | | | | — | | | | — | | | | 24,687 | | | | (14,302 | ) |
|
Pre-tax Income / (Loss) | | | (3,281 | ) | | | 57,638 | | | | 36,271 | | | | (252,137 | ) | | | 125,679 | | | | 126,279 | | | | 7,659 | | | | 154 | | | | 4,811 | | | | (1,599 | ) | | | (167,257 | ) | | | (66,053 | ) |
|
Income tax provision | | | 12,973 | | | | — | | | | — | | | | — | | | | 29,589 | | | | — | | | | 215 | | | | — | | | | 565 | | | | 476 | | | | — | | | | 43,818 | |
|
Net Income / (Loss) | | | (16,524 | ) | | | 57,638 | | | | 36,271 | | | | (252,137 | ) | | | 96,090 | | | | 126,279 | | | | 7,444 | | | | 154 | | | | 4,246 | | | | (2,075 | ) | | | (167,527 | ) | | | (109,871 | ) |
Net Income / (Loss) as a Percentage of Consolidated Net Loss | | | 15 | % | | | (53 | %) | | | (33 | %) | | | 230 | % | | | (87 | %) | | | (115 | %) | | | (7 | %) | | | — | | | | (4 | %) | | | 2 | % | | | 152 | % | | | 100 | % |
Average Loans of private sector | | | — | | | | 1,000,728 | | | | 1,009,655 | | | | 718,201 | | | | 574,293 | | | | 818,296 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,121,173 | |
|
Average Deposits | | | — | | | | 2,383,718 | | | | 1,657,770 | | | | 1,284,934 | | | | — | | | | 538,327 | | | | — | | | | — | | | | — | | | | — | | | | (6,399 | ) | | | 5,858,350 | |
F-60
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Grupo Galicia |
| | | | | | Buenos | | Rest of | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Overhead | | |
| | | | | | Aires | | the | | | | | | Regional | | | | | | Other | | | | | | | | | | | | | | and | | |
Year ended December | | Grupo | | Metropolitan | | Country | | Head | | Credit | | Interna- | | Financial | | Other Equity | | | | | | Other Grupo | | Corporate | | Consolidated |
31, 2003: | | Galicia | | Branches | | Branches | | Office | | Cards | | tional | | Businesses | | Investments | | Insurance | | Businesses | | Adjustments | | Total |
Net Financial Income / (Loss) | | | (18,124 | ) | | | 60,872 | | | | 49,962 | | | | (373,175 | ) | | | 55,456 | | | | 186,504 | | | | (3,313 | ) | | | — | | | | 33,226 | | | | (672 | ) | | | 156,522 | | | | 147,258 | |
Net Income / (Loss) from Services | | | — | | | | 135,074 | | | | 73,412 | | | | 48,472 | | | | 159,514 | | | | 482 | | | | 2,053 | | | | — | | | | (3,103 | ) | | | 3,985 | | | | (58,490 | ) | | | 361,399 | |
|
Provision for Loan Losses | | | — | | | | 55,148 | | | | 48,268 | | | | (40,434 | ) | | | 35,954 | | | | 186,100 | | | | 1,392 | | | | — | | | | — | | | | — | | | | — | | | | 286,428 | |
|
Monetary Results | | | (1,126 | ) | | | — | | | | — | | | | (12,908 | ) | | | — | | | | — | | | | (123 | ) | | | — | | | | — | | | | — | | | | — | | | | (14,157 | ) |
|
Operating Income / (Loss) | | | (19,250 | ) | | | 140,798 | | | | 75,106 | | | | (297,177 | ) | | | 179,016 | | | | 886 | | | | (2,775 | ) | | | — | | | | 30,123 | | | | 3,313 | | | | 98,032 | | | | 208,072 | |
|
Operating Expenses | | | 4,766 | | | | 192,973 | | | | 133,007 | | | | 81,445 | | | | 102,301 | | | | 30,971 | | | | 4,529 | | | | — | | | | 15,564 | | | | 5,226 | | | | (7,418 | ) | | | 563,364 | |
Monetary results of operating expenses | | | 1 | | | | — | | | | — | | | | 83 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 84 | |
|
Other Income (Loss) | | | 1,912 | | �� | | 12,858 | | | | 13,079 | | | | 292,937 | | | | (4,467 | ) | | | 65,707 | | | | (23,378 | ) | | | (11,958 | ) | | | (10,203 | ) | | | (3,632 | ) | | | (186,528 | ) | | | 146,327 | |
Monetary results of other income | | | 8 | | | | — | | | | — | | | | 9,103 | | | | (592 | ) | | | (16 | ) | | | (376 | ) | | | — | | | | (11,673 | ) | | | 29 | | | | — | | | | (3,517 | ) |
|
Minority Interest | | | — | | | | — | | | | — | | | | — | | | | (22,219 | ) | | | 1,162 | | | | 34 | | | | — | | | | 1 | | | | — | | | | 11,790 | | | | (9,232 | ) |
|
Pre-tax Income | | | (22,095 | ) | | | (39,317 | ) | | | (44,822 | ) | | | (76,499 | ) | | | 49,437 | | | | 36,768 | | | | (31,024 | ) | | | (11,958 | ) | | | (7,316 | ) | | | (5,516 | ) | | | (69,288 | ) | | | (221,630 | ) |
|
Income tax provision | | | 17 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 573 | | | | — | | | | — | | | | 590 | |
|
Net Income / (Loss) | | | (22,112 | ) | | | (39,317 | ) | | | (44,822 | ) | | | (76,499 | ) | | | 49,437 | | | | 36,768 | | | | (31,024 | ) | | | (11,958 | ) | | | (7,889 | ) | | | (5,516 | ) | | | (69,288 | ) | | | (222,220 | ) |
Net Income as a Percentage of Consolidated Net Loss | | | 10 | % | | | 18 | % | | | 20 | % | | | 34 | % | | | (22 | %) | | | (17 | %) | | | 14 | % | | | 5 | % | | | 4 | % | | | 2 | % | | | 32 | % | | | 100 | % |
Average Loans of private sector | | | — | | | | 941,002 | | | | 976,312 | | | | 488,360 | | | | 429,504 | | | | 1,132,046 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,967,224 | |
|
Average Deposits | | | — | | | | 1,805,663 | | | | 1,286,810 | | | | 1,321,546 | | | | — | | | | 806,981 | | | | — | | | | — | | | | — | | | | — | | | | (11,268 | ) | | | 5,209,732 | |
F-61
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
37. Capital Increase.
On January 2, 2004, Grupo Galicia held an extraordinary shareholders’ meeting during which its shareholders approved a capital increase (that would increase its capital up to Ps. 1,241,407, through the issuance of up Ps. 149,000 preferred shares, each of them mandatorily convertible into one of Grupo Galicia’s class B shares on the first anniversary date of issuance (or, if earlier, on the occurrence of a change in control) to be exchanged for up to U$S 100.0 million of face value of subordinated notes to be issued by the Bank to Grupo Galicia’s creditors in the restructuring of the foreign debt of its Head Office in Argentina and Cayman Branch, or cash from a preemptive and accretion rights offering to our share holders. On May 13, Grupo Galicia issued 149,000,000 preferred non-voting shares, with preference over the ordinary shares in the event of its liquidation, each with a face value of one peso. The preferred shares were converted into Class B shares on May 13, 2005.
38. Prior Fiscal Year Adjustments.
On January 30, 2004, the Argentine Central Bank released Communiqué “A” 4084 establishing a change of criterion for the valuation of public-sector assets.
The most significant changes included the treatment applicable to assets delivered as collateral for advances granted by the Argentine Central Bank for the subscription of the bonds envisaged in Sections 10, 11 and 12 of Decree No. 905/02. At the Bank’s option, these assets were recorded at the value admitted for their use as collateral, under the terms of Section 15 of the above-mentioned Decree and Argentine Central Bank regulations.
The effect of this modification was recorded by the Bank under “Prior Fiscal Year Adjustments” in the amount of Ps. 30,893, as established by the Argentine Central Bank .
At the end of fiscal year 2003, in accordance with the regulations in force at that date, the Bank had recorded an asset for the difference arising from application of the Salary variation ratio (“CVS”) instead of the CER index to certain financings, for Ps. 102,705.
In view of the lack of resolution on this issue, as of December 31, 2004, the Bank wrote said assets off against prior fiscal year results, for Ps. 76,791, in accordance with the criterion established by the Argentine Central Bank regulations, and against reserves previously established for such purpose, for the remaining amount.
The prior year adjustment presented in the Statement of Changes in Shareholders’ Equity for comparative purposes is composed of a profit adjustment of Ps. 28,912 derived from the application of the deferred tax method for calculating income tax and a loss of Ps. 71,866.
During 2004, the Bank recorded prior year adjustments. The consolidated Grupo Galicia’s above mentioned prior adjustments due to the following changes in accounting criterion established by the Argentine Central Bank are as follow:
| | | | |
| | Adjustment to prior |
Assets | | year results |
BOGAR | | | 61,585 | |
External Notes | | | (32,673 | ) |
CER/CVS compensation | | | (71,866 | ) |
| | | | |
Total | | | (42,954 | ) |
F-62
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
39. Subsequent events.
a) On January 19, 2006, the Board of Directors of the CNV authorized the creation of the “Galicia Personales Serie II” Financial trust, as part of the Centennial Global Securitization Program, for the issuance of debt securities or participation certificates of a face value of up to US$ 250,000 with the involvement of the Bank as trustor, organizer, underwriter and manager and of Deutsche Bank S.A. as financial trustee.
Banco Galicia would transfer a portfolio of personal loans for a total amount of up to Ps. 100,000.
b) Aguas Argentinas S.A.: after a long negotiation process, on March 21, 2006, the Executive Branch decided to rescind the concession contract with Aguas Argentinas S.A. alleging the concessionaire’s fault.
On March 9, 2006, the Bank cancelled the commitments undertaken with international financial institutions by purchasing the credits these institutions held against Aguas Argentinas S.A., thus extinguishing the guarantees granted in connection with those loans. The acquisition price was approximately 25% lower than the guaranteed amount.
At the date of these financial statements, the company has requested the opening of a reorganization process before the commercial courts.
Taking into account the known facts, the Bank has established the provisions required by current regulations to cover the risks assumed.
c) During the first quarter of 2006, the financial assistance from the Argentine Central Bank was reduced by Ps. 2,119,759 as a result of payments made in advance for Ps. 2,023,111 and installments paid in accordance with the amortization schedule for Ps. 96,648. These payments were made mainly using the proceeds from the sale of public-sector assets held as collateral. On April 4, 2006, a total of Ps. 527,290 of financial assistance from the Argentine Central Bank was cancelled in advance.
d) Tarjetas Cuyanas S.A.: The Company obtained by CNV resolution of March 31, 2006, the authorization to issue debt securities and participation certificates in the “Fideicomiso Financiero Tarjetas Cuyanas Trust II” for a face value of Ps. 37,680. As established by the supplement of the prospectus pertaining to the abovementioned trust, the Issuer Trustee is the Equity Trust Company Argentina S.A.; the Trustor, Administrator and Beneficiary is Tarjetas Cuyanas S.A.; the Organizing Agent and Underwriter is Banco Galicia; and the Co-Underwriter, Banco Regional de Cuyo S.A.
On April 12, 2006, the Company received the liquidation produced by the placement in the market of Debt Securities (DS “A”) for Ps. 30,144, at a fixed interest rate equivalent to 12%, of Debt Securities (DS “B”) for Ps. 3,768 at a fixed interest rate equivalent to 13% and of the Participation Certificates (PC) for a total of Ps. 3,768. The Company has acquired the total of Participation Certificates. The term of this trust shall be of approximately 22 months.
e) Net Investment S.A.: On April 19, 2006, the shareholders of Grupo Tradecom signed the trading securities agreements by means of which it was formally decided to make Tradecom Brasil S.A.’s and Tradecom International NV’s shares the property of Unibanco de Brasil, responsible for the settlement of the winding-up of the latter. Also, in accordance with what was earlier agreed between Grupo Galicia, Banco Galicia and Net Investment S.A., pursuant to the Argentine Central Bank’s regulations regarding the interest limits financial institutions must abide by, Tradecom Argentina S.A.’s block of shares was
F-63
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
recorded as property of Net Investment S.A. The enforcement of said agreements did not cause significant economic effects.
f) Banco Galicia:
The Shareholders’ Meeting held on April 27, 2006, resolved, in accordance with applicable regulations, the following application of the Retained Earnings as of December 31, 2005:
| | | | | | | | |
— To Legal Reserve: | | Ps | . | | | | 90,515 | |
— To Discretionary Reserve: | | Ps | . | | | | 100,457 | |
| | |
40. Differences between the Argentine Central Bank’s regulations and Argentine GAAP in the Autonomous City of Buenos Aires. |
Through its C.D. Resolutions No. 238/01, No. 243/01, No. 261/01, No. 262/01 and No. 187/02, the Professional Council in Economic Sciences of the Autonomous City of Buenos Aires (“CPCECABA”) approved, with certain amendments, Technical Pronouncements Nos. 16, 17, 18, 19 and 20, which incorporate certain changes to Argentine GAAP valuation and disclosure standards, the application of which is mandatory for fiscal years commenced on and after July 1 2002 and their interim periods. Furthermore, M.D. Resolution No. 5/2003 approved Technical Pronouncement No. 21, effective for fiscal years commenced on or after April 2003. In addition, the CNV through its General Resolutions No. 434/03 and No. 459 adopted, with certain modifications, Technical Pronouncements No. 16 to No. 21 based upon the resolutions issued by the CPCECABA. Also, on August 10, 2005, CPCECABA approved CD Resolution No. 93/2005, which adopts Technical Resolutions No. 6 to 22 issued by FACPCE as professional accounting standards these resolutions were amended in order to unify Argentine GAAP and the interpretation of accounting and auditing standards 1 to 4. The abovementioned resolution shall be valid for all fiscal years commencing on and after January 1, 2006. On December 29, 2005, CNV approved, with certain amendments, CPCECABA’s C.D. Resolution No. 93/2005.
At the date these financial statements were prepared, the Argentine Central Bank had not yet adopted these regulations. For this reason, the Bank has prepared its financial statements without considering the new valuation and disclosure criteria added to Argentine GAAP.
The main differences between the Argentine Central Bank’s regulations and Argentine GAAP are detailed below:
Investment securities
As of December 31, 2005 and 2004, Grupo Galicia’s had classified as investment securities, the portion of its BODEN 2012, received in compensation from the Argentine Central Bank. These securities are recorded at face value and increased on the basis of interest accrued under the relative terms and conditions, and the balance in foreign currency is converted into pesos at the reference exchange rate published by the Argentine Central Bank on the last business day of the fiscal year. Under Argentine GAAP applicable to enterprises in general, these securities should be marked to market with the resulting gain or loss reflected in the income statement.
F-64
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Compensation to be received from the national government
As of December 31, 2005 and 2004, the Group has accounted for BODEN 2012, recognizing the right to receive in compensation from the Argentine Central Bank, as “Compensation to be Received from the National Government,” under “Other Receivables Resulting from Financial Brokerage”. These assets are recorded at face value increased on the basis of interest accrued under the relative terms and conditions, and the balance in foreign currency is converted into pesos at the exchange rate published by the Argentine Central Bank on the last business day of the fiscal year. Under Argentine GAAP, these assets should be accounted for at the market value of the securities to be received with the resulting gain or loss reflected in the income statement.
Secured loans
In accordance with the provisions of Decree No. 1387/01, dated November 6, 2001, during the fiscal year ended December 31, 2001, the Bank and the Companies controlled by Sudamericana Holding S.A. participated in the exchange offered by the National Government, swapping national government securities (which were classified and valued as “Investment accounts” by the Bank according to the criteria established by the Argentine Central Bank) for Secured Loans which, as of December 31, 2005 and December 31, 2004, were recorded under “Loans — Non-Financial Public Sector.” Furthermore, as established by Decree No. 1579/02, the Bank exchanged with the “Fondo Fiduciario para el Desarrollo Provincial “(FFDP) loans to provincial governments for BOGAR bonds which, as of December 31, 2005 and December 31, 2004, are recorded under “Government Securities without quotation.”
As of such dates, the Bank valued both assets at the lowest of present or face value, as established by Argentine Central Bank regulations, except for those used as collateral for the advance from the Argentine Central Bank for the subscription of the bonds envisaged in Sections 10, 11 and 12 of Decree No. 905/02.
Under the provisions of CD Resolution No. 290/01 of the CPCECABA, the restructured assets should have been valued as follows:
— National secured loans: based upon the respective market quotations of the securities exchanged as of November 6, 2001, which as from that date are considered to be the acquisition cost, if corresponding, plus interest accrued at the internal rate of return until the end of each period.
— Bogar: at market value. Market trading in these securities has not reached a significant level relative to the total number of issued securities.
The aforementioned assets are allocated as collateral of rediscounts and advances from the Argentine Central Bank and/or have been exchanged for restructured foreign debt of the Bank and its subsidiary in Uruguay, as detailed in Note 1, section Situation of Banco Galicia and Banco de Galicia (Cayman) Limited (in Provisional Liquidation)” and their proceeds are expected to be used to settle those debts. For this reason, the variations in their current values should not have any negative effect on the Company’s financial condition.
Accounting disclosure of effects generated by court decisions on deposits
As of December 31, 2005, the Group carries an asset for Ps.347,777 (original value of Ps. 680,202, which includes deferred amortizations of Ps. 11,256, net of accumulated amortization of Ps.332,425) under “Intangible assets — Organization and development expenses”, for the differences resulting from compliance with court decisions on reimbursement of deposits within the framework of Law No. 25,561, Decree No. 214/02 and complementary rules, as established by Argentine Central Bank regulations to be
F-65
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
amortized over 60 months. Under professional accounting standards, such asset may be recorded as a receivable and its valuation should be based upon the best estimate of the recoverable amounts.
Conversion of financial statements
The conversion into pesos of the financial statements of the foreign branches and subsidiaries for the purpose of their consolidation with Banco Galicia’s financial statements, made in accordance with Argentine Central Bank regulations differs from Argentine GAAP (Technical Pronouncement No. 18). Argentine GAAP requires that:
a) the measurements in the financial statements to be converted into pesos that are stated in fiscal year-end foreign currency (current values, recoverable values) be converted at the balance sheet date exchange rate; and
b) the measurements in the financial statements to be converted into pesos that are stated in foreign currency of periods predating the closing date (for example: those which represent historical costs, income, expenses) be converted at the pertinent historical exchange rates, restated at fiscal year-end currency, when corresponding, due to the application of Technical Pronouncement No. 17. Quotation differences arising from conversion of the financial statements will be treated as financial income or losses, as the case may be.
The application of this criterion instead of that mentioned in item a. of this Note does not have a significant impact on Banco Galicia’s financial statements.
Allowance for loan losses — Non-financial public sector
Current Argentine Central Bank regulations on the establishment of allowances provide that receivables from the public sector are not subject to allowances for uncollectibility risk. Under Argentine GAAP, those allowances must be estimated based on the recoverability risk of those assets.
Discount Bonds and GDP-Linked Units
Pursuant to Argentine GAAP, these assets must be valued separately and at their market price, less estimated selling costs. Note 2.3 states the effect resulting from the differences in the valuation criteria.
Accounting for income tax according to the deferred tax method
The Bank determines the Income Tax charge by applying the enacted tax rate to the estimated taxable income, without considering the effect of any temporary differences between accounting and tax results.
Under Argentine GAAP, the income taxes must be recognized using the deferred tax method and, therefore, deferred tax assets or liabilities must be established based on the aforementioned temporary differences. In addition, unused tax loss carry-forwards or fiscal credits that may be offset against future taxable income should be recognized as deferred assets, provided that taxable income is likely to be generated. Application of this criterion would lead to an increase of approximately Ps. 239,661 in assets.
Restatement to constant currency
The Bank’s financial statements recognize the effects of changes in the purchasing power of the currency through February 28, 2003, following the restatement method established by Technical Pronouncement No. 6 (as amended by Technical Pronouncement No. 19) of the FACPCE.
F-66
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
In accordance with Decree No. 664/2003 of the National Executive Branch, Communiqué “A” 3921 of the Argentine Central Bank and Resolution No. 441/03 of the CNV, the Bank discontinued the application of that method and, therefore, did not recognize the effects of changes in the purchasing power of the currency after March 1, 2003.
Under Argentine GAAP, as established by M.D. Resolution No. 41/03 of the CPCECABA, the application of this method has been discontinued effective October 1, 2003.
However, taking into account that the variation in the IPIM recorded in the March-September 2003 period was a deflation of approximately 2 %, the effect from not recognizing such variation in the Bank financial statements has not been significant.
41. Summary of Significant Differences between Argentine Central Bank Rules and United States Accounting Principles.
The following is a description of the significant differences between Argentine Banking GAAP and the generally accepted accounting principles in the United States (“U.S. GAAP”). References below to “SFAS” are to United States Statements of Financial Accounting Standards.
The differences below do not include the reversal of the adjustments to the financial statements for the effects of inflation required under Argentine Banking GAAP, as the application of inflation accounting represents a comprehensive measure of the effects of price level changes in the Argentine economy and as such, is considered a more meaningful presentation than historical-based financial reporting for U.S. GAAP purposes.( See Note 2.1 “Unit of Measurement”)
a. Income tax
Argentine Central Bank regulations do not require the recognition of deferred tax assets and liabilities and therefore income taxes for Banco Galicia are recognized on the basis of amounts due in accordance with Argentine tax regulations. However, Grupo Galicia and Grupo Galicia’s non-bank subsidiaries apply the deferred income tax method. As a result, Grupo Galicia and its non-bank subsidiaries have recognized a deferred tax asset at December 31, 2005 and 2004.
For the purposes of U.S. GAAP reporting, Grupo Galicia applies SFAS No. 109 “Accounting for Income Taxes”. Under this method, income taxes are recognized based on the assets and liability method whereby deferred tax assets and liabilities are established for temporary differences between the financial reporting and tax basis of the Grupo Galicia’s assets and liabilities. Deferred tax assets are recognized if it is more likely than not that such assets will be realized.
F-67
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Deferred tax assets (liabilities) are summarized as follows:
| | | | | | | | | | | | |
| | December 31, 2005 | |
| | SFAS 109 | | | | | | | |
| | applied to | | | SFAS 109 applied | | | | |
| | Argentine GAAP | | | to U.,S. GAAP | | | | |
| | balances | | | adjustments | | | SFAS 109 | |
Deferred tax assets | | | | | | | | | | | | |
Allowance for loan losses — private sector | | | 138,896 | | | | (1,257 | ) | | | 137,639 | |
Allowance for loan losses — public sector | | | — | | | | — | | | | — | |
Compesation and Hedge Bond | | | — | | | | 339,371 | | | | 339,371 | |
Amortization of intangible assets | | | 62,914 | | | | — | | | | 62,914 | |
Compensation to be received related to the payment of deposits | | | — | | | | 121,722 | | | | 121,722 | |
Provincial public debt / Discount Bond | | | (334,983 | ) | | | 294,166 | | | | (40,817 | ) |
Impairment of intangible assets | | | — | | | | — | | | | — | |
Allowance for equity in other companies | | | — | | | | — | | | | — | |
Impairment of fixed assets and foreclosed assets | | | — | | | | 22,040 | | | | 22,040 | |
Liabilities | | | (9,831 | ) | | | — | | | | (9,831 | ) |
Debt restructure | | | — | | | | 135,441 | | | | 135,441 | |
Provision for contingencies | | | 57,323 | | | | — | | | | 57,323 | |
Others | | | 55,674 | | | | (15,695 | ) | | | 39,979 | |
Loss carry forward | | | 871,093 | | | | — | | | | 871,093 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Total gross deferred tax assets | | Ps. | 841,086 | | | Ps. | 895,788 | | | Ps. | 1,736,874 | |
Deferred tax liabilities: | | | | | | | | | | | | |
| | | | | | | | | | | | |
Investments | | Ps. | | | | Ps. | | | | Ps. | | |
Amortization of intangible assets | | | — | | | | — | | | | — | |
Depreciation of fixed assets | | | — | | | | — | | | | — | |
| | | | | | | | | |
Total gross deferred tax liabilities | | Ps. | — | | | Ps. | — | | | Ps. | — | |
| | | | | | | | | | | | |
| | | | | | | | | |
Net deferred income tax asset before valuation allowance | | Ps. | 841,086 | | | Ps. | 895,788 | | | Ps. | 1,736,874 | |
| | | | | | | | | |
Valuation allowance | | | (789,257 | ) | | | (895,788 | ) | | | (1,685,045 | ) |
| | | | | | | | | |
Net deferred income tax | | Ps. | 51,829 | | | Ps. | — | | | Ps. | 51,829 | |
| | | | | | | | | |
| | | | | | | | | | | | |
| | December 31, 2004 | |
| | SFAS 109 | | | | | | | |
| | applied to | | | SFAS 109 applied | | | | |
| | Argentine GAAP | | | to U.,S. GAAP | | | | |
| | balances | | | adjustments | | | SFAS 109 | |
Deferred tax assets | | | | | | | | | | | | |
Allowance for loan losses — private sector | | | 127,416 | | | | (14,124 | ) | | | 113,292 | |
Allowance for loan losses — public sector | | | — | | | | 344,773 | | | | 344,773 | |
Compesation and Hedge Bond | | | (480,009 | ) | | | 633,076 | | | | 153,067 | |
Amortization of intangible assets | | | — | | | | — | | | | — | |
Impairment of intangible assets | | | — | | | | 2,508 | | | | 2,508 | |
Allowance for equity in other companies | | | 20,317 | | | | — | | | | 20,317 | |
Impairment of fixed assets and foreclosed assets | | | — | | | | 22,528 | | | | 22,528 | |
Liabilities | | | (27,981 | ) | | | — | | | | (27,981 | ) |
Provision for contingencies | | | 151,154 | | | | — | | | | 151,154 | |
Others | | | 12,237 | | | | 295,373 | | | | 307,610 | |
Loss carry forward | | | 383,519 | | | | — | | | | 383,519 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Total gross deferred tax assets | | Ps. | 186,653 | | | Ps. | 1,284,134 | | | Ps. | 1,470,787 | |
| | | | | | | | | | | | |
Deferred tax liabilities: | | | | | | | | | | | | |
| | | | | | | | | | | | |
Investments | | Ps. | | | | Ps. | | | | Ps. | | |
Amortization of intangible assets | | | 69,611 | | | | (10,121 | ) | | | 59,490 | |
Depreciation of fixed assets | | | 9,956 | | | | — | | | | 9,956 | |
| | | | | | | | | |
Total gross deferred tax liabilities | | Ps. | 79,567 | | | Ps. | (10,121 | ) | | Ps. | 69,446 | |
F-68
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | | | | | | | | | | | |
| | December 31, 2004 | |
| | SFAS 109 | | | | | | | |
| | applied to | | | SFAS 109 applied | | | | |
| | Argentine GAAP | | | to U.,S. GAAP | | | | |
| | balances | | | adjustments | | | SFAS 109 | |
Net deferred income tax asset before valuation allowance | | Ps. | 266,220 | | | Ps. | 1,274,013 | | | Ps. | 1,540,233 | |
| | | | | | | | | |
Valuation allowance | | | (249,469 | ) | | | (1,274,013 | ) | | | (1,523,482 | ) |
| | | | | | | | | |
Net deferred income tax | | Ps. | 16,751 | | | Ps. | — | | | Ps. | 16,751 | |
| | | | | | | | | |
The following table accounts for the difference between the actual tax provision and the amounts obtained by applying the statutory income tax rate in Argentina to income before income tax, calculated on the basis of U.S. GAAP for the years ended December 31, 2005, 2004 and 2003:
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
Statutory income tax rate | | | 35 | % | | | 35 | % | | | 35 | % |
Tax provision computed by applying the statutory rate to the income before taxation calculated in accordance with U. S. GAAP | | Ps. | 262,499 | | | Ps. | 12,018 | | | Ps. | 242,530 | |
Tax exempt income | | | 20,494 | | | | (266,452 | ) | | | (827,978 | ) |
Reversal of deferred income taxes under U.S. GAAP | | | — | | | | — | | | | — | |
Reversal of deferred tax set-up under Argentine GAAP | | | — | | | | — | | | | — | |
Valuation allowance | | | — | | | | 289,858 | | | | 623,800 | |
Other | | | — | | | | — | | | | — | |
| | | | | | | | | |
Actual tax provision under U.S. GAAP | | Ps. | 282,993 | | | Ps. | 35,424 | | | Ps. | 38,352 | |
| | | | | | | | | |
Valuation Allowance: For 2005, 2004 and 2003, the Bank had significant accumulated tax losses and uncertainties with respect to the generation of taxable income sufficient enough to absorb such deferred tax assets. This situation constitutes negative evidence under FAS 109 as to the realizability of deferred tax assets and so thus, a valuation allowance was required for the deferred tax assets that are more likely not to be realized by either (1) carryback to prior years, (2) carry-forward to future years or (3) reversal of existing taxable temporary differences.
F-69
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
For the years ended December 31, 2005, 2004 and 2003, the Bank provided a full reserve of its net deferred tax assets. In addition and following the principle above, the Bank fully rerserved its Minimum Presumed Income Tax (“MPIT”) carry-forward.
The Group has recognized deferred tax assets related to its non-bank subsidiaries due to the fact that such subsidiaries are expected to generate enough future taxable income in an amount sufficient to absorb the deferred tax asset.
b. Commissions on loans
Under Argentine Banking GAAP, the Bank does not defer loan origination fees and costs. In accordance with U.S. GAAP under SFAS 91, loan origination fees net of certain direct loan origination costs should be recognized over the life of the loan as an adjustment of yield or by straight-line method, as appropriate.
c. Intangible assets
Amortization of deferred expenses for setting up branches
Under Argentine Banking GAAP the Group amortizes deferred expenses for setting up branches over the related lease agreements with a maximum of 60 months. In accordance with SOP 98-5 such start-up costs should be expensed as incurred.
Goodwill
Goodwill recorded on the purchase of regional credit card companies is being amortized in 10 years for Argentine Banking GAAP purposes.
According to SFAS 142, from June 30, 2001, goodwill is no longer amortized. Furthermore, goodwill is reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For U.S. GAAP, Grupo Galicia has recorded an impairment of goodwill in its financial statements as of December 31, 2001.
Subsequent to the impairment recorded under U.S. GAAP in 2001, the Group has written off different goodwill amounts under Argentine Banking GAAP that have been reversed for U.S. GAAP purposes since such written offs were considered in the impairment charge.
Amortization expenses, under Argentine Banking GAAP have been reversed for U.S.GAAP purposes.
Software costs
Under U.S. GAAP, SOP 98-1 defines three stages for the costs of computer software developed or obtained for internal use: the preliminary project stage, the application development stage and the post-implementation operation stage. Only the second stage costs should be capitalized. Under Argentine Banking GAAP, the Bank capitalized costs relating to all three of the stages of software development.
Organization costs related to the exchange offer
Before the issuance of SAB 103, Grupo Galicia, following the guidelines established by article 202 of the Commercial Companies Law, has deducted from the Share Issuance Premiums the organizational costs related to the exchange offer and the issuance of shares conducted in July 2000. Under U.S. GAAP and following the guidelines established by SAB 50, organizational costs such as legal, printing and other costs related to the exchange offer and the issuance of shares are considered to be an intangible asset
F-70
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
and a 5 year amortization period was elected to represent the period benefited by the intangible asset. The audit fees related to this these transactions have been expensed, in accordance with U.S. GAAP.
In May 2003, the SEC issued SAB 103 related to the accounting treatment for costs incurred to register securities issued for the formation of one-bank holding companies which supersedes SAB 50. Under SAB 103 exchange offer costs should be expensed as incurred as mentioned in SOP 98-5 “Reporting on the Costs of Start-Up Activities”. Therefore the remaining outstanding balance related to the Exchange Offer costs have been expensed for US GAAP purposes in the fiscal year ended December 31, 2003.
d. Loan loss reserves
The Bank’s accounting for its loan loss reserve differs in some respects with practices of U.S. based banks. The most significant differences follow:
(i) Loan charge offs and recoveries
The Bank records recoveries on previously charged-off loans directly to income and records the amount of charged-off loans in excess of amounts specifically allocated as a direct charge to the income statement. The Bank does not partially charge off troubled loans until final disposition of the loan, rather, the allowance is maintained on a loan-by-loan basis for its estimated settlement value. The banking industry practice in the United States is to account for all charge off and recovery activity through the allowance for loan loss account. Further, loans are generally charged to the allowance account when all or part of the loan is considered uncollectible. In connection with loans in judicial proceedings, resolution through the judicial system may span several years. Loans in judicial proceedings, greater than three years at December 31, 2005, 2004 and 2003, amounted to Ps. 9,842, Ps.63,397 and Ps.195,003, respectively. Under US GAAP purposes these loans were completely provisioned. The Bank also classified loans, many of which are in judicial proceedings, which amounted approximately Ps.22,800, Ps. 85,500 and Ps. 324,900 as of December 31, 2005, 2004 and 2003, respectively, as uncollectible, although the Bank may hold preferred guarantees. Under U.S. GAAP these loans would have been charged off. Therefore the balance of loans and allowance for loan losses would be decreased by these amounts. The Bank’s practice does not affect the accompanying Statements of Income on Shareholders’ equity as the Bank’s reserve contemplates all losses inherent in those troubled loans.
(ii) Loans — Non-financial national public sector
During the fiscal year ended December 31, 2001, and as a consequence of Decree No. 1387/01, effective as of November 6, 2001, the Bank swapped part of its Argentine public-sector debt instruments, under the Promissory Note/Bond program, for secured loans.
As established by article 20 of the above mentioned decree, the conversion was made at the nominal value, at a rate of exchange of Ps. 1.0 = US$ 1.0 and in the same currency as that of the converted obligation.
The Argentine Central Bank provided that the loss arising from the difference between the carrying value of the secured loans and the book value of the securities exchanged must be recorded in an asset adjustment account and charged to income on a monthly basis, in proportion to the term of each of the secured loans received.
In accordance with U.S. GAAP, specifically the Emerging Issues Task Force No. 01-07 (“EITF 01-07”), satisfaction of one monetary asset (in this case a loan or debt security) by the receipt of another monetary asset (in the case a secured loan) for the creditor is generally based on the market value of
F-71
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
the asset received in satisfaction of the debt (an extinguishment). In this particular case, the secured loan being received is significantly different in structure and in interest rates than the debt securities swapped. Therefore, the fair value of the loans was determined on the balance sheet date based on the contractual cash flows of the loan received discounted at an estimated market rate. The estimated fair value of the loan received will constitute the cost basis of the asset. Any difference between the old asset and the fair value of the new asset is recognized as a gain or loss. The difference between the cost basis and amounts expected to be collected is being amortized on an effective yield basis over the life on the loan.
(iii) Loans/Bonds — Non-financial provincial public sector
As of December 31, 2002, the Group offered to exchange certain loans to Argentine provincial governments for loans or securities of the Argentine national government, however the exchange was finalized in 2003. As of December 31, 2001 these loans were considered to be impaired under U.S. GAAP in accordance with Statement of Financial Accounting Standards No. 114. Accordingly, the Group established an allowance for loan losses on loans to Argentine provinces as of December 31, 2002.
In 2003, the Bank tendered in the exchange under Decree No.1579/02 its portfolio of loans to provincial governments and pursuant to the option provided by section 3, subsection k of the Decree, opted to receive promissory notes, valued in accordance with Argentine Central Bank Communiqué “A” 3911. The Bank received BOGAR, available for sale securities for FAS 115 purposes, for the provincial loan for which the exchange had been completed at the close of the fiscal year 2003, despite having opted to receive promissory notes.
For U.S. GAAP purposes, since December 31, 2003 and in accordance with EITF 01-07, satisfaction of one monetary asset of the creditor (in this case a loan) by the receipt of another monetary asset (in this case BOGAR) is generally based on the market value of the asset received in satisfaction of the loan. In this particular case, the BOGAR being received is significantly different in structure and in interest rates than the loans swapped. Therefore, such amounts should initially be recognized at their market value. The estimated fair value of the securities received will constitute the cost basis of the asset. Any difference between the old asset and the fair value of the new asset is recognized as a gain or loss. The difference between the cost basis and the amount expected to be collected will be amortized on an effective yield basis over the life of the bond.
For U.S. GAAP purposes, these BOGAR are classified by the Bank as available for sale securities and subsequently recognized at market with the unrealized gain or loss recognized as a charge or credit to equity through other comprehensive income. In connection with estimating the fair value of the BOGAR, the Bank used quoted market values.
In 2004, BOGAR securities were offered by the Bank to guarantee hedge bonds. Pursuant to Communiqué “4084” securities offered to guarantee hedge bonds should be recorded at the value allowed for purposes of the creation of guarantees. Following the same rule the Central Bank required all banks in Argentina to reflect the change in the BOGAR value as an adjustment to prior year retained earnings.
For US GAAP purposes the adjustment to retained earnings was reversed pursuant to ABP 20. (See Note 41 (h) “Adjustment to prior year results”)
F-72
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
As of December 31, 2005, for US GAAP purposes these BOGAR are recognized at market with the unrealized gain or loss recognized as a charge or credit to equity through other comprehensive income. In connection with estimating the fair value of the BOGAR, the Bank used quoted market values.
(iv) Impaired Loans — Non-financial private sector and residents abroad
For the purposes of reporting under U.S. GAAP, the Bank adopted Statement of Accounting Standards No.114, “Accounting for Creditors for Impairment of a Loan” (“SFAS 114”) as amended by Statement of Financial Accounting Standards No. 118, “Accounting by Creditors for Impairment of a Loan — Income Recognition and Disclosures” (“SFAS 118”). SFAS 114, as amended, requires that the allowance of an impaired loan be based on the present value of expected future cash flows discounted at the loan’s effective interest rate fair value of the loan or the fair value of the collateral, if the loan is collateral dependent. Under SFAS 114, a loan is considered impaired when, based on current information, it is probable that the borrower will be unable to pay contractual interest or principal payments as scheduled in the loan agreement. SFAS 114 applies to all loans except smaller-balance homogeneous consumer loans, loans carried at the lower of cost or fair value, debt securities, and leases.
The Bank applies SFAS 114 to all commercial loans classified as “ With problems”, “Insolvency Risks” and “Uncollectible” or commercial loans more than 90 days past due. The Bank specifically calculates the present value of estimated cash flows for commercial loans in excess of Ps. 500,000 and more than 90 days past due. For commercial and other loans in legal proceedings, loans in excess of Ps. 500,000 are specifically reviewed either on a cash-flow or collateral-value basis, both considering the estimated time to settle the proceedings.
The following information relates to the Bank’s impaired loans:
| | | | | | | | | | | | |
| | December 31, |
| | 2005 | | 2004 | | 2003 |
Total impaired loans | | Ps. | 626,013 | | | Ps. | 776,973 | | | Ps. | 1,852,711 | |
Average impaired loans during the year | | | 722,172 | | | | 1,421,478 | | | | 2,110,583 | |
Total impaired loans with no allowance under US GAAP | | | 31,718 | | | | 35,051 | | | | 49,492 | |
Cash payments received for interest on impaired loans, recognized as income | | | 584 | | | | 4,341 | | | | 3,339 | |
Allowance for impaired loans under SFAS 114 | | | 397,875 | | | | 379,484 | | | | 953,767 | |
In addition, the Bank has performed a migration analysis for consumer loans and all performing commercial loans based on historic uncolletivity following the SFAS 5 considerations.
(v) Credit card loans
Grupo Galicia establishes its reserve for credit card loans based on the past due status of the loan. All loans greater than 180 days have been reserved at 50%, in accordance with the rules established by the Argentine Central Bank. Under U.S. GAAP, loans greater than 180 days past due should be charged off. As a result, under U.S. GAAP the charge offs of the credit card portfolio has been increased as of December 31, 2005, 2004, and 2003, by Ps.6,536, Ps. 4,590 and Ps.4,985, respectively.
F-73
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
e. Government securities and other investments
(i) Investment securities
The Bank’s government securities and certain other securities that are included under the caption “investment accounts” under Argentine Banking GAAP, are considered as “available for sale” under U.S. GAAP.
Under Argentine Banking GAAP, such securities are valued at cost plus accrued interest where as under US GAAP, these securities are valued at its market value. Unrealized gains and losses are included in other comprehensive income net of taxes.
(ii) Hedge bonds to be issued in connection with the compensation for foreign currency position, compensatory bonds received and to be received in connection with the compensation for “asymmetric pesification”.
Argentine Central Bank’s Communiqué “A” 3650 established the regulations necessary to implement the provisions of Decree No.905/02 in connection with the compensation of the negative effects of the conversion into pesos at different exchange rates of financial institutions’ assets and liabilities and the resulting foreign currency mismatches left in their respective balance sheets.
As of December 31, 2004 the Compensatory Bond and Hedge Bond to be received, subject to the final resolution of unresolved matters with the Argentine Central Bank amounted to US$ 2.189,7 million (Compensatory Bond and Hedge Bond amounting to US$ 994.6 million and US$ 1,195.1 million respectively). In March 2005, the Bank agreed with the Argentine Central Bank the amount of the compensatory and hedge bond to be received in the amount of US$ 2,178.0 million (compensation bond US$ 906.3 million and hedge bond US$ 1,271.7 million). The difference in the agreed amount and the carrying value of the compensatory Bonds at December 31, 2004 did not impact the U.S. GAAP financial results of the Bank.
At December 31, 2005 and 2004, the amount of Ps. 4,154,989 and Ps. 4,732,288, respectively for the compensatory and the hedge bond to be received from the National Government was recorded in Other receivables resulting from financial brokerage under the caption “Compensation to be received from the National Government”, while at December 31, 2005, Ps.650,924 for the securities received for the compensation, were recorded in Government securities — Holdings in investment accounts. Furthermore during 2004 the Bank entered into repurchase transaction amounting to Ps. 374,793 that has been recorded under Other receivables resulting from financial brokerage under the caption - Forward purchases of securities under repo transactions and under Miscellaneous Receivables.( See Note 41 (s) “ Repos and Reverse Repos”).
In order to purchase the Hedge Bond, the Bank may enter into an advance with the Argentine Central Bank, with interest payable at CER plus 2%. In the case of the Hedge Bond and the related financing to be obtained from the Argentine Central Bank, the transaction is retroactive to February 3, 2002. The Bank can withdraw its request to purchase the Hedge Bonds prior to the approval of the Argentine Central Bank and prior to the execution of the transaction.
In connection with the Bank’s right (but not the obligation) to purchase the Hedge Bond, the Bank has recognized the right to purchase the Hedge Bond at their equivalent value as if the Bank had the associated bonds in their possession, and recognized the associated liability to fund the Hedge Bonds as if the Bank had executed the debt agreement with the Argentine Central Bank. The receivable is
F-74
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
denominated in U.S. dollars bearing interest at Libor whereas the liability to the Argentine Central Bank is denominated in pesos with interest being accrued at CER plus 2%, each retroactive to February 3, 2002.
Under U.S. GAAP, the right to purchase the Hedge Bond is not considered an asset under Financial Accounting Standards Board Statement of Concepts No, 6 Elements of Financial Statements (CON 6). Under CON 6, assets are defined as “...probable future economic benefits obtained or controlled by an entity as a result of past transactions or events”. In addition, one of the three essential characteristics of an asset includes that an entity can obtain the benefit and controls others’ access to it. As of December 31, 2005, the Bank cannot obtain the benefit of the Hedge Bond to be purchased until such time as the transaction becomes approved by the Argentine Central Bank and the Bank remits funds to the Argentine Central Bank. The liability under U.S. GAAP would be recognized when the Bank enters into the financing arrangement.
In connection with the compensatory bonds received or receivable by the Bank, such amounts should initially be recognized at their market value for U.S. GAAP purposes.
Compensatory Bonds received by the Bank are classified as available for sale and are carried at estimated market value with the unrealized gain or loss recognized as a charge or credit to equity through other comprehensive income. In connection with estimating the fair value of the Compensatory Bonds, the Bank used quoted market values.
Under US GAAP, the activity of the compensation bonds to be received has been reflected in the income statement considering that the compensation bonds were adjusted to its market value. The activity includes (1) the effect of the exchange rate between the argentine pesos and the US dollars for the Compensation Bond to be reveived, (2) the cancellation of certain amounts related to the disputes with the Central Bank and (3) the payments made in satisfaction to the deposits held in Uruguay, and foreign debt restructuring.
(iii) External Notes / Discount Bonds and GDP-Linked Units
Under Argentine Banking GAAP, the Discount Bonds and GDP - Linked Units have been recorded as described in Note 2.3.
Under US GAAP, the External Notes are classified as available for sale securities and recorded at market value, with the respective gain or loss being charged to equity through “Other Comprehensive Income” unless any declines are considered “other than temporary decline” where such decreases in values are charged to income. The Bank determined that the carrying values as of December 31, 2002 was a reasonable estimate of their market values primarily from their ability and practice of offsetting amounts against taxes, including value-added taxes.
Subsequently, during the fiscal year ended December 31, 2003, the national government suspended the ability offset tax obligations with public debt securities. The Bank concluded that these obligations were impaired for US GAAP purposes and an other than temporary loss amounting to Ps. 378,996 was recognized.
As of December 31, 2003, in order to estimate fair value of these securities the Bank considered the collateral value assigned to the External Notes by the Argentine Central Bank for purposes of extending credit for the purchase of BODEN 2012.
On November 4, 2004 the Superintendence of Financial Institutions informed the Bank that External Notes cannot be used as collateral for the advance to subscribe the Hedge Bond, and they have to be valued pursuant to Communiqués “A” 3911 and “A” 4084.
F-75
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Under US GAAP, the change in estimated fair value of the External Notes for the year ending December 31, 2004 was considered an other than temporary decline in available-for-sale securities pursuant to EITF 03-01. Therefore, the Bank recorded an impairment charge of Ps.163,344.
On January 2005, the Bank accepted the offer to exchange its External Notes,for “Discount Bonds in pesos” and “GDP-Linked Units” issued under Argentine debt restructuring. The Bank received the new instrument for an original principal amount equal to 33.7% for the External Notes carrying value at December 31, 2004.
As of December 31, 2005, the discount bonds were considered available for sale and are carried at the estimated market value with the unrealized gains or loss since the exchange date recognized as charge or credit to equity though other comprehensive income.
The GDP-Linked Unit is considered a derivative financial instrument under SFAS 133 and carried at market value with unrealized gains or losses recognized as income. This adjustment is reflected seperately in the reconciliation to U.S. GAAP consolidated net income and U.S. GAAP shareholders’ equity under the caption “GDP-Linked Units”.
f. Items in process of collection
The Bank does not give accounting recognition to checks drawn on the Bank or other banks, or other items to be collected until such time as the related item clears or is accepted. Such items are recorded by the Bank in memorandum accounts. U.S. banks, however, account for such items through balance sheet clearing accounts at the time the items are presented to the Bank.
Grupo Galicia’s assets and liabilities would be increased by approximately Ps.1,200,279, Ps.799,808, and Ps.598,554, had U.S. GAAP been applied at December 31, 2005, 2004 and 2003, respectively.
g. Derivative instruments
Under Argentine Central Bank rules, the Bank accounts for derivatives in memorandum accounts off the balance sheet, and accrues the premium paid or received through the life of the instrument. Embedded derivative financial instruments are not bifurcated under Argentine Banking GAAP.
Under U.S. GAAP, the Bank accounts for derivative financial instruments in accordance with SFAS 133 as amended by SFAS 137, SFAS 138 and SFAS 149.
SFAS No. 133 establishes the standards of accounting and reporting derivative instruments, including certain derivative instruments embedded within contracts (collectively referred to as derivatives) and hedging activities. This statement requires institutions to recognize all derivatives in the balance sheet, whether as assets or liabilities, and to measure those instruments at their fair value. If certain conditions are met, a derivative may be specifically designated as (a) a hedge for the exposure to changes in the fair value of a recorded asset or liability or unrecorded firm commitment, (b) a hedge for the exposure of future cash flows and (c) a hedge for the exposure of foreign currency. If such a hedge designation is achieved then special hedge accounting can be applied for the hedged transactions, that will reduce the volatility in the income statement to the extent that the hedge is effective. In order for hedge accounting to be applied the derivative and the hedged item must meet strict designation and effectiveness tests.
As of December 31, 2004 and 2003, the Group had no derivative financial instruments under U.S. GAAP. At December 31, 2005 the Group had the following derivative financial instruments carried for US GAAP purposes at their fair value with unrealized gains and losses charged to income:
• | | GDP-linked Unit described in Note 29 |
|
• | | Guarantee granted under BG Financial Trust described in Note 34 |
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Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Additionally, the Group holds “cap and floor” embedded derivatives on negotiable obligations and financial trust’ debt securities, which were not bifurcated from the main instrument under US GAAP because such embedded derivatives were considered clearly and closely related to the host contract.
The written put options mentioned in Note 30 to these financial statements are considered financial guarantees for U.S. GAAP purposes and were valuated under FIN 45. (See Notes 30 and 41.o.)
h. Adjustment to prior year results
As described in Note 38, under Argentine Banking GAAP, the Group recorded adjustments to prior year results as contra equity adjustments. Under US GAAP, APB 20 generally prohibits retroactive restatement of prior year financial statements to reflect accounting changes. As a result, the Group recorded through the year results the amounts reflected as restatement of prior year results.
i. Compensation related to the payment of deposits
Financial institutions have asked the government for compensation for the losses generated from the payment of deposits pursuant to judicial orders at the free market exchange rate, which was greater than that established by the government for conversion into pesos the financial institutions’ assets and liabilities.
Through Communiqué “A” 3916, the Argentine Central Bank allowed the recording of an intangible asset for the difference between the amount paid by financial institutions pursuant to judicial orders and the amount resulting from the conversion into pesos of the dollar balance of the deposits reimbursed at the Ps.1.40 per US dollar exchange rate (adjusted by CER and interest accrued until the date of the reimbursement). The corresponding amount must be amortized over 60 months beginning April 2003. As of December 31, 2005, 2004 and 2003, the amount recorded under “Intangible Assets”, net of accumulated amortization, was Ps. 347,777, Ps. 451,428 and Ps. 487,020 respectively.
As of the date of preparation of these financial statements, the Supreme Court has not taken any measures to compensate for the relative issues.
Under U.S. GAAP, the right to obtain this compensation is not considered an asset under Financial Accounting Standards Board Statement of Concepts No. 6 Elements of Financial Statements (CON 6).
j. Transfers of financial assets
Financial trust “Galtrust I”
The financial trust “Galtrust I” was created in October 2000 in connection with the securitization of provincial loans for a total amount of Ps.1,102 million. The securitized loans were from the portfolio of loans granted to provincial governments, guaranteed by the federal tax revenues shared with the provincial governments. This trust was recorded under Argentine Central Bank rules in the “Other Receivables from Financial Brokerage”, account in the financial statements and its balance as of December 31, 2005, 2004 and 2003, was Ps. 537 million, Ps. 665 million and Ps. 646 million, respectively. The Bank considers this transaction as a sale under U.S. GAAP, in accordance with FAS 140. Galtrust I debt securities and certificates retained by the Bank are considered as “available for sale securities” under U.S. GAAP and the unrealized gains (losses) on these securities are reported as an adjustment to shareholders’ equity through Other Comprehensive Income, unless unrealized losses are deemed to be other than temporary in accordance with Emerging Issues Task Force No. 99-20. The unrealized loss on the retained interests at December 31, 2001 has been deemed to be other than
F-77
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
temporary and such loss has been charged to income. The retained interests were initially recorded based on their allocated book value using the relative fair value allocation method.
During 2002, the portfolio of loans included and the related retained interest in Galtrust I were subject to the pesification. As a result the retained interest in the trust was converted to pesos at an exchange rate of 1.40 to 1 and the interest rate for their debt securities changed to CER plus 10%. During 2003 Galtrust I had swapped its provincial loans for Secured Bonds (BOGAR). (See Note 41 d. (iii))
For purposes of estimating the fair value of the retained interests in the securitization trusts valuation models were used which consider certain assumptions in estimating future cash flows and a rate under which the cash flows are discounted.
The credit risk reflected by the subordination of the B and C note was taken into account in the discount rate applied by the Bank. The discount rates used as of December 31, 2004 and 2003 were as follows:
Discount rate for:
| | | | | | | | | | | | |
| | December 31, | | December 31, | | December 31, |
| | 2005 | | 2004 | | 2003 |
Galtrust I Class B Debt Securities | | | 2 | % | | | 6 | % | | | 11 | % |
Galtrust I Participation Certificates | | | 2 | % | | | 7 | % | | | 11.5 | % |
As of December 31, 2005, 2004 and 2003, the rate is based upon the Bank’s estimate of comparable internal rates of return of other CER-adjusted bonds.
Financial trust “Galtrust II, Galtrust V” and “Galicia Mortgage Loans”
On December 17, 2001 and April 2002, the Bank entered into securitization transactions where the Bank established five different trusts and transferred to the trusts ownership of mortgage loans in exchange for debt securities and residual interests in the trusts.
These transfers were not considered as a sale for U.S. GAAP purposes. Therefore, the Bank reconsolidated the loans transferred to the financial trust. Accordingly, the Group valued these loans under SFAS 5, for purposes of determining its loan loss reserve. For Argentine Banking GAAP purposes, the debt securities and certificates retained by the Bank are accounted for at cost plus accrued interest for the debt securities, and the equity method is used to account for the residual interest in the trusts.
On January 10, 2005, the parties resolved to terminate Galicia Mortgage Loans trust in advance and redeem the outstanding securities, and all the trust assets were transferred back to the Bank. As a result, mortgage loans for Ps. 172,214 and Ps. 1,508 in cash were reconsolidated into the Bank accounts under Argentine Banking GAAP at that time.
F-78
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Financial Trust “Secured Loans”
As part of the implementation of the Galicia Capitalization and Liquidity Plan, this “Secured Loans” trust was created. Under this trust, secured loans for Ps. 108,000 were transferred, and Ps.81,000 in cash and certificate of participation for Ps. 27,000 were received in exchange.
This transfer was not considered as a sale for U.S. GAAP purposes. Therefore, the Bank reconsolidated the loans transferred to the financial trust. Accordingly, the Group valued these loans at its book value before the transfer to the trust (See Note 41d.(ii)). For Argentine Banking GAAP purposes, the debt securities and certificates retained by the Bank are accounted for at cost plus accrued interest for the debt securities, and the equity method is used to account for the residual interest in the trusts
F-79
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
BG Financial Trust
During 2005, the Group entered into a securitization transaction of commercial and consumer non-performing loans. This transaction was not considered as a true sale under US GAAP and therefore it was recorded as a secured borrowing. The Bank reconsolidated the loans for Ps. 200,368, re-established its loan loss reserves under SFAS 5, 114 and 118 for Ps. 109,078, and recognized a liability for the proceeds received in the transaction for Ps. 91,290. For Argentine Banking GAAP, no assets are recognized at December 31, 2005 as all the debt securities and certificates of participations were subscribed by third parties.
Additionally, the Bank as servicer of the trust assumed a special management commitment that enables the Bank to receive a compensation incentive if upon the occurrence of the following: (i) no later than December 31, 2009, the net cash flow effectively collected equals or exceeds the price paid for the transferred portfolio; and (ii) no later than December 31, 2012, an IRR equal or higher than 18% is reached; in the event that the any of this two objectives are not met, a penalty equal to the difference shall be paid to the trustee.
This instrument is considered derivative financial instruments under SFAS 133 and it is recorded at its fair value with unrealized gains and losses charged to income.
k. Acceptances
Under Argentine Banking GAAP, acceptances are accounted for in memorandum accounts. Under U.S. GAAP, third party liability for acceptances should be included in “Other Receivables Resulting from Financial Brokerage” representing Bank customers’ liabilities on outstanding drafts or bills of exchange that have been accepted by the Bank. Acceptances should be included in “Other Liabilities Resulting from Financial Brokerage” representing the Bank’s liability to remit payment upon the presentation of the accepted drafts or bills of exchange.
The Group’s assets and liabilities would be increased by approximately Ps. 23,938, Ps. 18,967 and Ps. 23,354, had U.S. GAAP been applied as of December 31, 2005, 2004 and 2003, respectively.
l. Year 2000 costs
Under Argentine Banking GAAP, costs related to the Year 2000 project have been capitalized. Under U.S. GAAP costs relating to the Year 2000 project arising from the modification of existing systems are expensed as incurred.
m. Impairment of real estate properties and foreclosed assets
Under Argentine Banking GAAP, real estate properties and foreclosed assets are carried at cost adjusted by depreciation over the life of the assets. In accordance with Statement of Accounting Standards No. 144,“Impairment of Long-lived Assets”, such assets are additionally subject to: recognition of an impairment loss if the carrying amounts of those assets are not recoverable from their undiscounted cash flows and an impairment loss measured as the difference between the carrying amount and fair value of the assets.
The Group evaluates potential impairment loss relating to long-lived assets by comparing their carrying amounts with the undiscounted future expected cash flows generated by the assets over the remaining life of the assets. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying value of
F-80
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
the assets. Testing whether an asset is impaired, and measuring the impairment loss is performed for asset groupings at the lowest level for which there are identifiable cash flow that are largely independent of the cash flows generated by other asset groups.
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In 2002, the Group determined that the uncertainty of the Argentine economic situation had a significant impact on the recoverability of its long-live assets and evaluated its properties for impairment. An impairment loss was recorded in 2002.
Foreclosed assets are carried at the lower of cost or market. In 2002, the Group recorded a valuation allowance reflecting a decrease in the market values of its foreclosed properties.
In 2005, 2004 and 2003, no additional impairment was recorded in real estate properties and foreclosed assets. The Argentine Banking GAAP amortizations for 2005, 2004 and 2003 of the assets impaired in 2002 have been reversed for U.S. GAAP purposes.
n. Equity investments in other companies
Under Argentine Banking GAAP, the equity investments in companies where significant influence exists are accounted for under the equity method. The remaining investments have been accounted for under the cost method, taking their equity method value as a limit in book value.
In addition, for U.S. GAAP purposes, under SAB 59, the Group should determine if any indicators are present that may indicate the fair value of the investment has been negatively impacted during the fiscal year. If it is determined that the fair value of an investment is less than the related company’s value, an impairment of the investment must be recognized.
As of December 31, 2003, the Group evaluated their investments and determined that the estimated fair value of certain investments was lower than the respective book value. Furthermore, based on all available evidence the Group concluded that the carrying amount of the investment will not be recoverable within a reasonable period of time. As a consequence, the impairment was deemed other than temporary. As of December 31, 2004, no additional impairment has been determined for US GAAP purposes. As of December 31, 2005, a new evaluation was made and the group concluded that the carrying amount of certain investments will not be recoverable and so the impairment was deemed other than temporary and booked for U.S. GAAP purposes.
o. Guarantees
Financial guarantee — Exchange of deposits with the financial system II
Pursuant to the decree 1836/02 and the Argentine Central Bank communiqué “A” 3828, the Bank entered into and exchange offer to exchange restructured deposit certificates (“CEDROS”) for BODEN 2005, 2006, 2012 and 2013. The BODEN offered to the holders of CEDROS are unsecured government bonds denominated in US dollars. As a part of the restructuring, the Bank was required to guarantee the payment of the BODEN to the holders of CEDROS at a price equal to Ps 1.40 per US dollar adjusted by applying the accumulated CER from February 3, 2002 to the expiration date of the BODEN. The price cannot exceed the Argentine pesos per US dollar free exchange rate at the expiration date of the BODEN.
F-81
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Other Financial Guarantees
During 2005 and 2004 the Company entered into different agreements to guarantee lines of credit of customers amounting to Ps. 65,056 and Ps. 286,668, respectively. As of December 31, 2005 and 2004 guarantees granted by the Bank amounted to Ps. 16,019 and Ps. 34,712, respectively.
As of December 31, 2005 and 2004, the Group maintains the following guarantees:
| | | | | | | | | | | | |
| | | | | | Estimated | | | U.S. GAAP | |
| | Maximum | | | Proceeds | | | Carrying | |
| | Potential | | | From collateral | | | Amount | |
2005 | | Payments (*) | | | Recourse | | | Liability | |
Exchange of deposits with the financial system II | | Ps. | 184,801 | | | | — | | | Ps. | 7,977 | |
Other Financial guarantees | | Ps. | 16,019 | | | Ps. | 1,685 | | | Ps. | 8,584 | |
| | | | | | | | | |
|
| | Ps. | 200,820 | | | Ps. | 1,685 | | | Ps. | 16,561 | |
| | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | Estimated | | | U.S. GAAP | |
| | Maximum | | | Proceeds | | | Carrying | |
| | Potential | | | From collateral | | | Amount | |
2004 | | Payments (*) | | | Recourse | | | Liability | |
Exchange of deposits with the financial system II | | Ps. | 173,069 | | | | — | | | Ps. | 8,802 | |
Other Financial guarantees | | Ps. | 34,712 | | | Ps. | 5,844 | | | Ps. | 6,661 | |
| | | | | | | | | |
|
| | Ps. | 207,781 | | | Ps. | 5,844 | | | Ps. | 15,463 | |
| | | | | | | | | |
| | |
(*) | | The maximum potential payments represent a “worse-case scenario’’, and do not necessarily reflect expected results. Estimated proceeds from collateral and recourse represent the anticipated value of assets that could be liquidated or received from other parties to offset the Company’s payments under guarantees. |
Under Argentine Banking GAAP, the Bank provisioned the guarantees that are probable to be honored. The amount provided under Argentine GAAP amounted to Ps. 3,503 and Ps. 6,550 as of December 31, 2005 and 2004, respectively.
Under US GAAP, effective January 1, 2003 the Bank adopted FASB interpretation No. 45 “Guarantor’s Accounting and Disclosures Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others”. As of December 31, 2005 and 2004, the Bank recognized a liability for the fair value of the obligations assumed. The additional amount to be recognized for US GAAP amounted to Ps.13,059 and Ps. 8,913, as of December 31, 2005 and 2004, respectively.
p. Minority Interest
The minority interest represents the effect of the US GAAP adjustments in the Group’s consolidated subsidiaries. For US GAAP purposes the shareholders’ equity is negative. Therefore, the effect of the US GAAP adjustments related to the minority interest is recognized up to the amount reflected in minority interest for Argentine Banking GAAP.
q. Foreign Debt Restructuring
On May 18, 2004, the Group completed the restructuring of its foreign debt. As a result of this restructuring, the Group recorded a Ps.142.5 million gain under Argentine Banking GAAP.
F-82
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
For U.S. GAAP purposes, the restructuring is accounted for in each of two steps. The first step of the restructuring required the holders of the Group’s debt to exchange its old debt for new debt in two tranches. Pursuant to EITF 02-04 “Determining Whether a Debtor’s Modification or Exchange of Debt Instruments is within the scope of FASB Statement No. 15”, the Group did not receive any concession from the holders of the debt and therefore, the first step restructuring was not considered a trouble debt restructuring. Pursuant to EITF 96-19 “Debtors Accounting for a Modification or Exchange of Debt Instruments”, the first step restructuring was accounted as a modification of the old debt and therefore the Group did not recognize any gain or loss. The second step restructuring offers the holders of the Group’s debt issued in the first step explained above to exchange it for new securities including cash, Boden 2012 and equity shares of the Group. Pursuant to US GAAP this second step restructuring was accounted in accordance with FAS 15 “Accounting by Debtors and Creditors for Trouble Debt Restructurings” as a partial settlement of the debt through the transfer of certain assets and equity at its fair value. After deducting the considerations used to repay the debt, FAS 15 requires the comparison of the future cash outflows of the restructured debt and the carrying of the debt at the restructuring date.
Gain on troubled debt restructuring is only recognized when the remaining carrying value of the debt at the date of the restructuring exceeds the total future cash payments of the restructured debt reduced by the fair value of the assets and equity given as payment of the debt. Since the total future cash outflows of the restructured debt exceeds the carrying value of the old debt, no gain on restructuring was recorded under US GAAP.
As a result, under US GAAP, the carrying amount of the restructured debt is greater than the amount recorded under Argentine Banking GAAP. Therefore, under US GAAP a new effective interest rate was determined to reflect the present value of the future cash payments of the restructured debt.
Furthermore, under US GAAP expenses incurred in a trouble debt restructuring are expensed as incurred. Expenses related to the issuance of equity was deducted directly form the shareholder’s equity.
r. Repurchase Agreements and Reverse Repurchase Agreements (“Repos and Reverse Repos”)
During 2005 and 2004, the Bank entered into Repo and Reverse Repo agreements of financial instruments.
Under Argentine Banking GAAP, initial measurement of such agreements implies sale or purchase accounting together with the recognition of an asset and liability due to the investing or financing transaction entered into. For U.S. GAAP purposes, at December 31, 2005 and 2004 both assets and liabilities should decrease approximately by Ps. 262,110 and Ps. 50,462, respectively.
F-83
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Consolidated net income
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
Net income (loss) as stated | | Ps. | 107,238 | | | Ps. | (109,871 | ) | | Ps. | (222,220 | ) |
Prior years adjustments recorded under Argentine GAAP (Note 41 h) | | | — | | | | (42,954 | ) | | | 5,161 | |
Loan origination fees and costs (Note 41 b) | | | (4,899 | ) | | | 1,092 | | | | (46 | ) |
Intangible assets (Note 41 c.): | | | | | | | | | | | | |
Amortization of deferred expenses for setting up of branches | | | (1,238 | ) | | | 4,827 | | | | 9,290 | |
Goodwill amortization | | | 26,374 | | | | 20,988 | | | | 32,701 | |
Goodwill impairment | | | 3,703 | | | | 3,613 | | | | 4,705 | |
Software costs | | | (1,266 | ) | | | (350 | ) | | | 2,285 | |
Equity investments in other companies — Impairment (Note 41 n.) | | | (22,117 | ) | | | — | | | | (37,879 | ) |
Loss on exchange of National Public Debt (Note 41 d (ii)) | | | 144,050 | | | | 129,200 | | | | 176,778 | |
Provincial Public Debt (Note 41 d(iii)) | | | (257,013 | ) | | | (129,396 | ) | | | (344,900 | ) |
Loan impairment — private sector (Note 41 d(iv)) | | | (34,820 | ) | | | (20,122 | ) | | | (14,652 | ) |
Loan impairment — credit cards (Note 41 d(v)) | | | (1,946 | ) | | | 395 | | | | 26,943 | |
Amortization of organization costs on exchange offer (Note 41 c) | | | — | | | | — | | | | 15,433 | |
Organization costs related to the exchange offer (Note 41 c) | | | — | | | | — | | | | (24,804 | ) |
Impairment / loss on available for sale securities (Note 41 j) | | | 48,233 | | | | — | | | | — | |
Government Securities: | | | | | | | | | | | | |
Compensatory Bond received (Note 41 e (ii)) | | | 214,254 | | | | 256,117 | | | | (305,832 | ) |
Compensatory Bond to be received (Note 41 e (ii)) | | | 159,814 | | | | 176,796 | | | | 1,250,872 | |
Hedge Bond (Note 41 e(ii)) | | | 177,915 | | | | 117,435 | | | | 616,258 | |
Compensation related to the payment of deposits (Note 41 i) | | | 103,651 | | | | 35,592 | | | | (40,264 | ) |
Impairment of other available for sale securities (Note 41 e(iii)) | | | 91,095 | | | | (162,771 | ) | | | (377,867 | ) |
GDP — Linked Units (Note 41 e(iii)) | | | 10,123 | | | | — | | | | — | |
Real estate properties asset amortization (Note 41 m.) | | | 1,395 | | | | 1,395 | | | | 1,395 | |
Recognition for the fair value of obligations assumed under Financial guarantees issued (Note 41 o) | | | (4,146 | ) | | | 62,846 | | | | (71,759 | ) |
Year 2000 costs (Note 41 l) | | | — | | | | 3,005 | | | | 17,288 | |
Troubled Debt restructuring (Note 41 q) | | | (28,425 | ) | | | (287,304 | ) | | | — | |
Reversal of deferred taxes under Argentine GAAP (Note 41 a) | | | — | | | | 8,394 | | | | 38,942 | |
Minimum Presumed Income Tax (Note 41 a ) | | | (32,979 | ) | | | (87,543 | ) | | | (38,663 | ) |
Minority interest (Note 41 p) | | | 32,032 | | | | 17,530 | | | | 12,131 | |
| | | | | | | | | |
Net income (loss) in accordance with U.S. GAAP | | | 731,028 | | | | (1,086 | ) | | | 731,296 | |
Basic net income (loss) per share in accordance with U.S. GAAP (Note 24) | | | 0.589 | | | | (0.001 | ) | | | 0.669 | |
Average number of shares outstanding (in thousands) (Note 24) | | | 1,241,407 | | | | 1,185,227 | | | | 1,092,407 | |
Diluted net income (loss) per share in accordance with U.S. GAAP (Note 24) | | | 0.589 | | | | (0.001 | ) | | | 0.669 | |
| | | | | | | | | |
F-84
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Consolidated shareholders’ equity
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
Shareholders’ equity as stated | | Ps. | 1,626,776 | | | Ps. | 1,519,538 | |
Loan origination fees and costs (Note 41 b.) | | | (2,052 | ) | | | 2,847 | |
Intangible assets (Note 41 c.): | | | | | | | | |
Amortization of deferred expenses for setting up of branches | | | (9,533 | ) | | | (8,295 | ) |
Goodwill amortization | | | 55,292 | | | | 28,918 | |
Goodwill impairment | | | (3,463 | ) | | | (7,166 | ) |
Software costs | | | (1,757 | ) | | | (491 | ) |
Equity investments in other companies — Impairment (Note 41 n.) | | | (59,996 | ) | | | (37,879 | ) |
Loans — non Financial Public Sector — Secured loans (Note 43 d(ii)) | | | (868,693 | ) | | | (1,012,743 | ) |
Loans / Bonds — non Financial Provincial Public Sector — BOGARS (Note 41 d(iii)) | | | (456,507 | ) | | | (721,083 | ) |
Loan impairment — private sector (Note 41 d(iv)) | | | 10,126 | | | | 44,946 | |
Loan impairment — credit cards (Note 41 d(v)) | | | (6,536 | ) | | | (4,590 | ) |
Government securities: | | | | | | | | |
Compensatory Bond received (Note 41 e(ii)) | | | (111,290 | ) | | | (161,292 | ) |
Compensatory Bond to be received (Note 41 e(ii)) | | | — | | | | (159,814 | ) |
Hedge Bond (Note 41 e(ii)) | | | (858,340 | ) | | | (1,036,255 | ) |
Compensation related to the payment of deposits (Note 41 i.) | | | (347,777 | ) | | | (451,428 | ) |
Discount Bonds (Note 41 e(iii))) | | | (394,091 | ) | | | (541,767 | ) |
GDP — Linked Units (Note 41 e(iii)) | | | 10,123 | | | | — | |
Financial assets transferred (Note 41 j) | | | (293,295 | ) | | | (263,986 | ) |
Minority interest (Note 41 p) | | | 145,499 | | | | 113,467 | |
Impairment of real estate properties and foreclosed assets (Note 41m) | | | (67,155 | ) | | | (67,155 | ) |
Real Estate properties amortization (Note 41 m) | | | 4,185 | | | | 2,790 | |
Minimum Presumed Income Tax (Note 41 a) | | | (170,989 | ) | | | (138,010 | ) |
Recognition for the fair value of obligations assumed under Financial guarantees issued (Note 41 o) | | | (13,059 | ) | | | (8,913 | ) |
Foreign debt restructuring (Note 41 q) | | | (315,729 | ) | | | (287,304 | ) |
| | | | | | |
Consolidated shareholders’ equity (deficit) in accordance with U.S. GAAP | | Ps. | (2,128,261 | ) | | Ps. | (3,195,665 | ) |
| | | | | | |
F-85
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Roll forward analysis of shareholders’ equity deficit under U.S. GAAP at December 31, 2005, 2004 and 2003:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Grupo Galicia | |
| | | | | | | | | | Adjustments to | | | | | | | | | | | Other | | | | | | | Total | |
| | Capital | | | Paid | | | Shareholders’ | | | Profit Reserves | | | Comprehensive | | | Retained | | | Shareholders’ | |
| | Stock | | | in Capital | | | Equity | | | Legal | | | Other | | | Income (loss) | | | Earnings | | | Equity | |
Balance at December 31, 2002 | | Ps. | 1,092,407 | | | Ps. | 86,568 | | | Ps. | 1,418,854 | | | Ps. | 29,493 | | | Ps. | 492,339 | | | Ps. | (14,548 | ) | | Ps. | (8,527,436 | ) | | Ps. | (5,422,323 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Distribution of retained earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Unrealized appreciation of available-for-sale securities, net of minority interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | 237,691 | | | | — | | | | 237,691 | |
Absorption approved by the shareholders meeting on April 23, 2003 | | | | | | | | | | | | | | | | | | | (492,339 | ) | | | — | | | | 492,339 | | | | — | |
Net income for the year under U.S. GAAP | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 731,296 | | | | 731,296 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2003 | | Ps. | 1,092,407 | | | Ps. | 86,568 | | | Ps. | 1,418,854 | | | Ps. | 29,493 | | | Ps. | — | | | Ps. | 223,143 | | | Ps. | (7,303,801 | ) | | Ps. | (4,453,336 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Distribution of retained earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Unrealized appreciation of available-for-sale securities, net of tax and minority interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,048,731 | | | | — | | | | 1,048,731 | |
Capital Increase | | | 149,000 | | | | 61,026 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 210,026 | |
Net loss for the year under U.S. GAAP | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,086 | ) | | | (1,086 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2004 | | Ps. | 1,241,407 | | | Ps. | 147,594 | | | Ps. | 1,418,854 | | | Ps. | 29,493 | | | Ps. | — | | | Ps. | 1,271,874 | | | Ps. | (7,304,887 | ) | | Ps. | (3,195,665 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Distribution of retained earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Unrealized appreciation of available-for-sale securities, net of tax and minority interest | | | | | | | | | | | | | | | | | | | | | | | 336,376 | | | | | | | | 336,376 | |
Absorption approved by the shareholders meeting on April 28, 2005 | | | — | | | | (147,594 | ) | | | (1,124,600 | ) | | | (29,493 | ) | | | — | | | | — | | | | 1,301,687 | | | | — | |
Net income for the year under U.S. GAAP | | | | | | | | | | | | | | | | | | | | | | | — | | | | 731,028 | | | | 731,028 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2005 | | Ps. | 1,241,407 | | | Ps. | — | | | Ps. | 294,254 | | | Ps. | — | | | Ps. | — | | | Ps. | 1,608,250 | | | Ps. | (5,272,172 | ) | | Ps. | (2,128,261 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income
SFAS 130 “Reporting Comprehensive Income” establishes standards for reporting and the display of comprehensive income and its components (revenues, expenses, gains and losses) in the financial statements. Comprehensive income is the total of net income and all transactions, and other events and circumstances from nonowner sources.
The following disclosure presented for the fiscal years ended December 31, 2005, 2004 and 2003, shows all periods restated to conform SFAS 130:
F-86
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
Income Statement | | | | | | | | | | | | |
Financial Income | | Ps. | 2,958,678 | | | Ps. | 1,448,708 | | | Ps. | 2,752,014 | |
Financial Expenditures | | | 1,845,929 | | | | 1,167,444 | | | | 1,502,904 | |
Net Financial Income | | | 1,112,749 | | | | 281,264 | | | | 1,249,110 | |
Provision for Loan Losses | | | 113,496 | | | | 209,959 | | | | 274,550 | |
Income from Services | | | 628,968 | | | | 530,144 | | | | 431,695 | |
Expenditures from Services | | | 121,305 | | | | 92,759 | | | | 70,358 | |
Monetary result of financial brokerage | | | — | | | | — | | | | (68,840 | ) |
Administrative Expenses | | | 770,874 | | | | 615,063 | | | | 541,954 | |
Monetary result of operating expenses | | | — | | | | — | | | | (439 | ) |
Net Income (Loss) from Financial Brokerage | | | 736,042 | | | | (106,373 | ) | | | 724,664 | |
Minority Interests | | | (2,577 | ) | | | 3,228 | | | | 2,545 | |
Miscellaneous Income | | | 282,845 | | | | 514,606 | | | | 719,207 | |
Miscellaneous Losses | | | 265,980 | | | | 377,123 | | | | 745,644 | |
Monetary results of other operations | | | — | | | | — | | | | (7,828 | ) |
Net Income (Loss) before Income tax | | | 750,330 | | | | 34,338 | | | | 692,944 | |
Income Tax | | | (19,302 | ) | | | (35,424 | ) | | | 38,352 | |
| | | | | | | | | |
Net income (loss) under U.S. GAAP | | | 731,028 | | | | (1,086 | ) | | | 731,296 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Other comprehensive income (loss): | | | | | | | | | | | | |
| | | | | | | | | | | | |
Unrealized gains (losses) on securities | | | 336,376 | | | | 1,048,731 | | | | 237,691 | |
| | | | | | | | | |
Other comprehensive income (loss) | | | 336,376 | | | | 1,048,731 | | | | 237,691 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Comprehensive income (loss) | | Ps. | 1,067,404 | | | Ps. | 1,047,645 | | | Ps. | 968,987 | |
| | | | | | | | | |
Accumulated non-owner changes in equity (accumulated other comprehensive income) at December 31, were as follow:
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
BODEN 2012 — Compensatory Bond | | | 104,757 | | | | 269,009 | | | | 113,076 | |
BOGAR | | | 1,531,789 | | | | 1,010,200 | | | | 244,724 | |
GalTrust I | | | (74,673 | ) | | | (7,335 | ) | | | (134,657 | ) |
Discount Bonds | | | 56,581 | | | | — | | | | — | |
Other assets | | | (10,204 | ) | | | — | | | | — | |
| | | | | | | | | |
| | | | | | | | | | | | |
Accumulated other comprehensive income | | Ps. | 1,608,250 | | | Ps. | 1,271,874 | | | Ps. | 223,143 | |
F-87
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Concentration of risk — Total exposure to the public sector — Argentine government and provinces
The Group has significant exposure to the Argentine national government and provinces in the form of government securities, secured loans and other debt obligations. As of December 31, 2005 and 2004, the Group had the following bonds and loans outstanding:
| | | | | | | | | | | | | | | | | |
| | December 31, 2005 | | | | December 31, 2004 | |
| | Argentine | | | | | | | | Argentine | | | | |
| | Banking | | | | | | | | Banking | | | | |
| | GAAP | | | U.S. GAAP | | | | GAAP | | | U.S. GAAP | |
| | | | | |
Argentine national government loans | | Ps. | 5,341,756 | | | Ps. | 4,492,662 | | | | Ps. | 4,682,654 | | | Ps. | 3,703,633 | |
| | | | | | | | | | | | | | | | | |
Argentine provincial debt | | | 3,823,299 | | | | 3,366,792 | | | | | 3,543,751 | | | | 2,822,668 | |
| | | | | | | | | | | | | | | | | |
Other Argentine public-sector receivables | | | 340,270 | | | | 320,673 | | | | | 486,875 | | | | 453,153 | |
| | | | | | | | | | | | | | | | | |
Galtrust I (securitization of Provincial Loans) | | | 536,509 | | | | 253,418 | | | | | 665,102 | | | | 401,116 | |
| | | | | | | | | | | | | | | | | |
Compensatory bond received | | | 987,951 | | | | 876,661 | | | | | 976,056 | | | | 814,764 | |
| | | | | | | | | | | | | | | | | |
Bonds to be received (1) (2) | | | 4,154,989 | | | | — | | | | | 4,732,288 | | | | 656,148 | |
| | | | | | | | | | | | | | | | | |
Other (3) | | | 1,229,763 | | | | 845,797 | | | | | 1,318,692 | | | | 776,925 | |
| | | | | |
| | | | | | | | | | | | | | | | | |
Total | | Ps. | 16,414,537 | | | Ps. | 10,156,003 | | | | Ps. | 16,405,418 | | | Ps. | 9,628,407 | |
| | | | | |
| | |
(1) | | The advance to be requested from the Argentine Central Bank for the subscription of the hedge bond, was recorded in “Other Liabilities Resulting from Financial Brokerage — Other”, for Ps. 3,296,649 as of December 31, 2005. The above mentioned advance was Ps. 2,720,743 as of December 31, 2004. Under U.S.GAAP, the hedge bond and that advance have been eliminated. |
|
(2) | | As of December 31, 2005, includes the hedge bond to be received and as of December 31, 2004, includes the compensatory bond to be received related to the asymmetric pesification and indexation and the hedge bond, net of unfavorable effects on resolution of matters challenged by the Argentine Central Bank, which were in process. |
|
(3) | | Includes bonds such as Fiscal Credit Certificates and other national government bonds. |
Risks and Uncertainties
As of December 31, 2005, the Bank’s exposure to the Argentine public sector, including the compensatory and hedge bonds represented approximately 64.03% of total of the Group assets. Although the Bank’s exposure to the Argentine public sector consists of performing assets, the realization of the Bank’s assets, its income and cash flow generation capacity and future financial condition is dependent on the Argentine government ability to comply with its payment obligations.
Argentine Central Bank’s Communiqué “A” 3911 and supplementary regulations state that, as from January 2006, the total exposure of financial institutions to the non-financial public sector must not exceed 40% of their total assets.
In accordance with the regulations, the Bank has presented the corresponding adjustment plan, which was accepted by the Argentine Central Bank on February 28, 2006.
As of March 31, 2006, the Bank is in compliance with the guidelines committed by said plan.
F-88
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
U.S. GAAP estimates
Valuation reserves, impairment charges and estimates of market values on assets and step up bonds discounting, as established by the Group for U.S. GAAP purposes are subject to significant assumptions of future cash flows and interest rates for discounting such cash flows. Losses on the exchange of government and provincial bonds and on retained interests in securitization trusts were significantly affected by higher discount rates at December 31, 2003 and 2002. However discount rates at December 31, 2005 and 2004 decreased. Should the discount rates change in the future years, the carrying amounts and charges to income and shareholders’ equity deficit will also change. In addition, as estimates to future cash flows change, so to will the carrying amounts which are dependent on such cash flows. It is possible that changes to the carrying amounts of loans, investments and other assets will be adjusted in the near term in amounts that are material to the Group’s financial position and results of income.
42. Parent only Financial Statements
The following are the unconsolidated balance sheets of Grupo Galicia at December 31, 2005 and 2004 and the related unconsolidated statements of income, and cash flows for the fiscal years ended December 31, 2005, 2004 and 2003.
F-89
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Balance sheet (Parent Company only)
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
ASSETS | | | | | | | | |
A. Cash and due from banks | | | | | | | | |
Cash | | Ps. | 581 | | | Ps. | 463 | |
Banks and correspondents | | | 69 | | | | 77 | |
| | | | | | |
| | Ps. | 650 | | | Ps. | 540 | |
| | | | | | | | |
B. Government and corporate securities | | | | | | | | |
Holdings of trading securities | | | — | | | | 2,148 | |
Investments in listed corporate securities | | | — | | | | 14,666 | |
| | | | | | |
| | Ps. | — | | | Ps. | 16,814 | |
| | | | | | | | |
D. Other receivables resulting from financial brokerage | | | | | | | | |
Without quotation negotiable obligations | | | — | | | | 126,585 | |
Other receivables not included in the debtor classification Regulations | | | 238,901 | | | | 232,521 | |
Other receivables included in the debtor classification Regulations | | | 7,197 | | | | 20,043 | |
Accrued interest receivable included in the debtor Classification regulations | | | 26 | | | | 112 | |
| | | | | | |
| | Ps. | 246,124 | | | Ps. | 379,261 | |
| | | | | | | | |
F. Equity investment in other companies | | | | | | | | |
In financial institutions | | | 1,316,602 | | | | 1,138,210 | |
Other | | | 42,117 | | | | 33,090 | |
Allowances | | | — | | | | (585 | ) |
| | | | | | |
| | Ps. | 1,358,719 | | | Ps. | 1,170,715 | |
| | | | | | | | |
G. Miscellaneous receivables | | | | | | | | |
Other accrued interest receivables | | | 8 | | | | 102 | |
Other | | | 44,644 | | | | 4,767 | |
| | | | | | |
| | Ps. | 44,652 | | | Ps. | 4,869 | |
| | | | | | | | |
H. Fixed assets | | | 3,066 | | | | 3,229 | |
| | | | | | | | |
J. Intangible assets | | | | | | | | |
Goodwill | | | 684 | | | | 3,745 | |
Organization and development expenses | | | 19 | | | | 54 | |
| | | | | | |
| | Ps. | 703 | | | Ps. | 3,799 | |
| | | | | | | | |
| | | | | | |
Total Assets | | Ps. | 1,653,914 | | | Ps. | 1,579,227 | |
| | | | | | |
| | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
| | | | | | | | |
M. Miscellaneous liabilities | | | | | | | | |
Directors and syndics fees payable | | Ps. | 158 | | | Ps. | 140 | |
Other | | | 26,980 | | | | 59,549 | |
| | | | | | |
| | | 27,138 | | | | 59,689 | |
| | | | | | |
Total Liabilities | | Ps. | 27,138 | | | Ps. | 59,689 | |
SHAREHOLDERS’ EQUITY | | Ps. | 1,626,776 | | | Ps. | 1,519,538 | |
| | | | | | |
Total Liabilities and Shareholders’ Equity | | Ps. | 1,653,914 | | | Ps. | 1,579,227 | |
| | | | | | |
F-90
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Statement of Income (Parent Company only)
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
| | |
A. Financial income | | | | | | | | | | | | |
Interest income from other receivables resulting from financial brokerage | | Ps. | 9,700 | | | Ps. | 6,911 | | | Ps. | 2,338 | |
Net income from government and corporate securities | | | 238 | | | | — | | | | — | |
Adjustment by application of adjusting index | | | 6 | | | | 9 | | | | — | |
Other | | | 279 | | | | 6,548 | | | | 126 | |
| | |
| | Ps. | 10,223 | | | Ps. | 13,468 | | | Ps. | 2,464 | |
| | | | | | | | | | | | |
B. Financial expenses | | | | | | | | | | | | |
Net income from government and corporate securities | | | — | | | Ps. | 383 | | | Ps. | 1,367 | |
Other | | | 334 | | | | — | | | | 19,221 | |
| | |
| | Ps. | 334 | | | Ps. | 383 | | | Ps. | 20,588 | |
| | | | | | | | | | | | |
Gross brokerage margin | | | 9,889 | | | | 13,085 | | | | (18,124 | ) |
| | | | | | | | | | | | |
Monetary loss from financial intermediation | | Ps. | — | | | Ps. | — | | | Ps. | (1,126 | ) |
| | | | | | | | | | | | |
G. Administrative expenses | | | | | | | | | | | | |
Personnel expenses | | | 2,446 | | | | 998 | | | | 754 | |
Directors and syndics fees | | | 664 | | | | 249 | | | | 123 | |
Other fees | | | 2,762 | | | | 1,059 | | | | 2,181 | |
Taxes | | | 865 | | | | 9,392 | | | | 693 | |
Other operating expenses | | | 1,754 | | | | 1,384 | | | | 369 | |
Other | | | 4,390 | | | | 380 | | | | 646 | |
| | |
| | Ps. | 12,881 | | | Ps. | 13,462 | | | Ps. | 4,766 | |
| | | | | | | | | | | | |
Monetary gain from operating expenses | | Ps. | — | | | Ps. | — | | | Ps. | 1 | |
| | | | | | | | | | | | |
Net income from financial brokerage | | Ps. | (2,992 | ) | | Ps. | (377 | ) | | Ps. | (24,015 | ) |
| | | | | | | | | | | | |
H. Miscellaneous income | | | | | | | | | | | | |
Net income on long term investments | | | 215,531 | | | | — | | | | — | |
Loans recovered and allowances reversed | | | 1,384 | | | | 811 | | | | — | |
Other | | | 129 | | | | 991 | | | | 8,935 | |
| | |
| | Ps. | 217,044 | | | Ps. | 1,802 | | | Ps. | 8,935 | |
| | | | | | | | | | | | |
I. Miscellaneous losses | | | | | | | | | | | | |
Net income on long term investments (1) | | | — | | | | 93,617 | | | | 200,108 | |
Other | | | 139,197 | | | | 4,706 | | | | 7,023 | |
| | |
| | Ps. | 139,197 | | | Ps. | 98,323 | | | Ps. | 207,131 | |
| | | | | | | | | | | | |
Monetary gain (loss) on other transactions | | Ps. | — | | | Ps. | — | | | Ps. | 8 | |
| | | | | | | | | | | | |
Income tax | | Ps. | (32,383 | ) | | Ps. | 12,973 | | | Ps. | 17 | |
| | |
| | | | | | | | | | | | |
Net income (loss) for the period | | Ps. | 107,238 | | | Ps. | (109,871 | ) | | Ps. | (222,220 | ) |
| | |
| | |
(1) | | Includes the foreign currency position compensation. |
F-91
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2005, 2004 and 2003
(Expressed in thousands of Argentine pesos)
Statement of cash flows (Parent Company only)
| | | | | | | | | | | | |
| | December 31, | |
| | 2005 | | | 2004 | | | 2003 | |
CHANGES IN CASH | | | | | | | | | | | | |
Cash at the beginning of the period | | Ps. | 540 | | | Ps. | 1,164 | | | Ps. | 1,293 | |
Increase / (decrease) in cash | | | 110 | | | | (624 | ) | | | (129 | ) |
| | |
Cash at end of period | | | 650 | | | | 540 | | | | 1,164 | |
|
Cash provided by (used in) operating activities | | | | | | | | | | | | |
Less: | | | | | | | | | | | | |
Operating expenses paid | | | (68,228 | ) | | | (9,347 | ) | | | (7,118 | ) |
Plus: | | | | | | | | | | | | |
Other operating income received | | | 23,732 | | | | 10,301 | | | | 3,382 | |
| | |
Cash provided by (used in) operating activities | | Ps. | (44,496 | ) | | Ps. | 954 | | | Ps. | (3,736 | ) |
| | | | | | | | | | | | |
Other sources of cash | | | | | | | | | | | | |
|
Dividends | | | 350 | | | | 438 | | | | — | |
Increase in short-term investment | | | 46,825 | | | | 1,030 | | | | 17,104 | |
Other sources of cash | | | 161 | | | | 32 | | | | 357 | |
| | |
Other sources of cash | | Ps. | 47,336 | | | Ps. | 1,500 | | | Ps. | 17,461 | |
| | | | | | | | | | | | |
Other uses of cash | | | | | | | | | | | | |
Increase in short-term loans | | | (635 | ) | | | (2,223 | ) | | | — | |
Increase in fixed assets | | | (17 | ) | | | (65 | ) | | | — | |
Increase in long-term investments | | | (2,078 | ) | | | (790 | ) | | | (11,096 | ) |
Other uses of cash | | | — | | | | — | | | | (2,758 | ) |
| | |
Total other uses of cash | | Ps. | (2,730 | ) | | Ps. | (3,078 | ) | | Ps. | (13,854 | ) |
| | |
Increase / (decrease) in cash | | Ps. | 110 | | | Ps. | (624 | ) | | Ps. | (129 | ) |
| | |
New authoritative pronouncements
In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments” (“SFAS 155”). SFAS 155 allows any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to be carried at fair value in its entirety, with changes in fair value recognized in earnings. In addition, SFAS 155 requires that beneficial interests in securitized financial assets be analyzed to determine whether they are freestanding derivatives or contain an embedded derivative. SFAS 155 also eliminates a prior restriction on the types of passive derivatives that a qualifying special purpose entity is permitted to hold. SFAS 155 is applicable to new or modified financial instruments in fiscal years beginning after September 15, 2006, though the provisions related to fair value accounting for hybrid financial instruments can also be applied to existing instruments. The adoption of SFAS 155 is not expected to have a material impact on our consolidated financial statements
In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets” (“SFAS 156”). SFAS 156 addresses the accounting for recognized servicing assets and servicing liabilities related to certain transfers of the servicer’s financial assets and for acquisitions or assumptions of obligations to service financial assets that do not relate to the financial assets of the servicer and its related parties. SFAS 156 requires that all recognized servicing assets and servicing liabilities are initially measured at fair value, and subsequently measured at either fair value or by applying an amortization method for each class of recognized servicing assets and servicing liabilities. SFAS 156 is effective in fiscal years beginning after September 15, 2006. The adoption of SFAS 156 is not expected to have a material impact on our consolidated financial statements.
F-92
EXHIBIT INDEX
| | |
Exhibit | | Description |
| | |
1.1 | | Unofficial English language translation of the By-laws(estatutos sociales). **** |
| | |
2.1 | | Form of Deposit Agreement between The Bank of New York and the registrant, including the form of American Depositary Receipt.* |
| | |
2.2 | | Indenture, dated as of May 18, 2004, among the Bank, The Bank of New York and Banco Rio de la Plata S.A.** |
| | |
4.1 | | English translation of form of Financial Trust Contract, dated April 16, 2002, among the Bank, Banco Provincia de Buenos Aires and BAPRO Mandatos y Negocios S.A.*** |
| | |
4.2 | | English translation of form of Loan Agreement, dated March 21, 2002, by and between Seguro de Depositos S.A. and the Bank.*** |
| | |
4.4 | | Form of restructured loan facility (as evidenced by the Note Purchase Agreement, dated as of April 27, 2004, among the Bank, Barclays Bank PLC, the holders party thereto and Deutsche Bank Trust Company Americas).** |
| | |
4.5 | | Form of Amendment No. 1 and Waiver to Restructured Loan Facility (as evidenced by the Amendment No. 1 and Waiver to Note Purchase Agreement, dated as of December 20, 2004, among Banco de Galicia y Buenos Aires S.A., the holders party thereto and Deutsche Bank Trust Company Americas). **** |
| | |
8.1 | | For a list of our subsidiaries as of the end of the fiscal year covered by this annual report, please see Item 4. “Information on the Company — Organizational Structure.” |
|
12.1 | | Certification of the principal executive officer required under Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
| | |
12.2 | | Certification of the principal financial officer required under Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
| | |
13.1 | | Certification of the principal executive officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
| | |
13.2 | | Certification of the principal financial officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
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* | | Incorporated by reference from our Registration Statement on Form F-4 (333-11960). |
|
** | | Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31, 2003. |
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*** | | Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31, 2002. |
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**** | | Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31, 2004. |