SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
November 18, 2008
Commission File Number: 333-130901
MACRO BANK INC.
(Exact name of registrant as specified in its Charter)
Sarmiento 447
Buenos Aires C1 1041
Tel: 54 11 5222 6500
(Address of registrant’s principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F | x | Form 40-F | o |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes | o | No | x |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes | o | No | x |
Yes | o | No | x |
BANCO MACRO S.A.
Financial statements as of September 30, 2008,
together with the limited review report
on interim-period financial statements
CONTENTS
· | Limited review report on interim-period financial statements | 1 | |
· | Cover | ||
· | Balance sheets | 1-3 | |
· | Statements of income | 5-6 | |
· | Statements of changes in shareholders’ equity | 7 | |
· | Statements of cash flows | 8-9 | |
· | Notes to the financial statements | 10-42 | |
· | Exhibits A through L, N and O | 43-59 | |
· | Consolidated balance sheets | 60-63 | |
· | Consolidated statements of income | 64-65 | |
· | Consolidated statements of cash flows | 66-67 | |
· | Consolidated statements of debtors by situation | 68-69 | |
· | Notes to the consolidated financial statements with subsidiaries | 70-84 | |
· | Exhibit l to the consolidated financial statements with subsidiaries | 85-87 |
LIMITED REVIEW REPORT ON INTERIM-PERIOD FINANCIAL STATEMENTS
Translation into English – Originally issued in Spanish
See Note 22 to the Financial Statements
To the Directors of
BANCO MACRO S.A.
Registered office: Sarmiento 447
City of Buenos Aires
1. | We have performed a limited review of the accompanying balance sheet of BANCO MACRO S.A. as of September 30, 2008, and the related statements of income, changes in shareholders’ equity and cash flows for the nine-month period then ended. We have also performed a limited review of the accompanying consolidated balance sheet of BANCO MACRO S.A. and its subsidiaries as of September 30, 2008, and the related consolidated statements of income and cash flows for the nine-month period then ended, which are disclosed as supplementary information. These financial statements are the responsibility of the Bank’s Management. |
2. | We conducted our limited review in accordance with the standards of Argentine Federation of Professional Councils in Economic Sciences Technical Resolution No. 7 applicable to a limited review of the interim-period financial statements and with the “Minimum external auditing standards” issued by the BCRA (Central Bank of Argentina) applicable to the review of quarterly financial statements. Under such standards, a limited review consists primarily of applying analytical procedures to the accounting information and making inquiries of the persons in charge of accounting and financial matters. A limited review is substantially less in scope than an audit of financial statements, the objective of which is to express an opinion on the financial statements taken as a whole. Therefore, we do not express such an opinion. |
3. | As described in note 5. to the accompanying financial statements, the financial statements mentioned in the first paragraph have been prepared by the Bank in accordance with the accounting standards established by the BCRA, which differ from the professional accounting standards effective in Argentina in certain valuation and disclosure aspects described in the abovementioned note. Such note does not quantify some of the effects of these departures. However, the Bank estimates that they are significant. |
4. | As further explained in Note 22 and taking into account paragraph 3. above, certain accounting practices used by the Bank to prepare the accompanying financial statements conform with the accounting standards set forth by the BCRA but may not conform with the accounting principles generally accepted in other countries. |
5. | Based on our review, we have not become aware of any facts or circumstances that would require making significant changes to the financial statements mentioned in the first paragraph above for them to be presented in accordance with accounting standards established by the BCRA and, except for the effect of what is mentioned in the third paragraph, with professional accounting standards in Argentina. |
6. | With respect to the balance sheet of BANCO MACRO S.A. and BANCO MACRO S.A. and its subsidiaries as of December 31, 2007, and the statements of income, changes in shareholders’ equity and cash flows of BANCO MACRO S.A. and BANCO MACRO S.A. and its subsidiaries for the nine-month period ended September 30, 2007, which were presented for comparative purposes, we report that: |
a) | On February 19, 2008, we issued an audit report on the financial statements of BANCO MACRO S.A. and BANCO MACRO S.A. and its subsidiaries as of December 31, 2007, which included a qualified opinion due to differences between the application of the accounting standards established by the BCRA and the professional accounting standards effective in Argentina. In addition, such report included an exception to the consistent application of such standards due to the replacement, with which we agree, of the statement of cash flows presented as of December 31, 2006 by another statement of cash flows. We have not audited any financial statements as of any date or for any period subsequent to December 31, 2007. |
-2-
b) | On November 8, 2007, we issued a limited review report on the financial statements of BANCO MACRO S.A. and BANCO MACRO S.A. and its subsidiaries for the nine-month period ended September 30, 2007, which included qualifications due to the differences between the accounting standards established by the BCRA and the professional accounting standards effective in Argentina. |
The financial statements presented as comparative information are included after giving retroactive effect to the adjustments and reclassifications mentioned in note 3.1. to the accompanying stand-alone financial statements.
7. | In compliance with current legal requirements, we report that: |
a) | The financial statements mentioned in the first paragraph have been transcribed to the Inventory and Financial Statements book. |
b) | The financial statements of BANCO MACRO S.A. were derived from books kept, in their formal aspects, pursuant to current legal requirements and BCRA regulations. |
c) | As of September 30, 2008, the liabilities accrued for employee and employer contributions to the Integrated Pension Fund System, as recorded in the Bank’s books, amounted to Ps. 5,993,067 none of which was due as of that date. |
City of Buenos Aires,
November 3, 2008
PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L. |
C.P.C.E.C.A.B.A. Vol. 1 – Fo. 13 |
NORBERTO M. NACUZZI |
Partner |
Certified Public Accountant (U.B.A.) |
C.P.C.E.C.A.B.A. Vol. 196 – Fo. 142 |
-3-
FINANCIAL STATEMENTS AS OF
SEPTEMBER 30, 2008
BUSINESS NAME: Banco Macro S.A.
REGISTERED OFFICE: Sarmiento 447 – City of Buenos Aires
CORPORATE PURPOSE AND MAIN BUSINESS: Commercial bank
BCRA (CENTRAL BANK OF ARGENTINA): Authorized as “Argentine private bank” under No. 285.
REGISTRATION WITH THE PUBLIC REGISTRY OF COMMERCE: | Under No. 1,154 - By-laws book No. 2, Folio 75 dated March 8, 1967 |
EXPIRATION OF ARTICLES OF INCORPORATION: March 8, 2066
REGISTRATION WITH THE IGJ (BUSINESS ASSOCIATIONS REGULATORY AGENCY): | Under No. 9,777 – Corporations Book No. 119 Volume A, dated October 8, 1996. |
SINGLE TAX IDENTIFICATION NUMBER: 30-50001008-4
REGISTRATION DATES OF AMENDMENTS TO BY-LAWS:
August 18, 1972, August 10, 1973, July 15, 1975, May 30, 1985, September 3, 1992, May 10, 1993, November 8, 1995, October 8, 1996, March 23, 1999, September 6, 1999, June 10, 2003, December 17, 2003, September 14, 2005, February 8, 2006, July 11, 2006.
Name of the auditor | Norberto M. Nacuzzi |
Professional association | Pistrelli, Henry Martin y Asociados S.R.L. |
BALANCE SHEETS
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 (1) | |||||||
ASSETS | ||||||||
A. | CASH | |||||||
Cash on hand | 512,763 | 547,966 | ||||||
Due from banks and correspondents | ||||||||
Central Bank of Argentina | 1,573,005 | 1,597,354 | ||||||
Local Other | 21,173 | 4,123 | ||||||
Foreign | 303,650 | 159,713 | ||||||
Other | 196 | 185 | ||||||
2,410,787 | 2,309,341 | |||||||
B. | GOVERNMENT AND PRIVATE SECURITIES (Exhibit A) | |||||||
Holdings for trading or financial intermediation | 291,148 | 236,663 | ||||||
Unlisted government securities | 25,294 | 16 | ||||||
Instruments issued by the Central Bank of Argentina | 3,682,406 | 2,592,135 | ||||||
Investments in listed private securities | 347 | |||||||
less: Allowances (Exhibit J) | (27 | ) | (27 | ) | ||||
3,999,168 | 2,828,787 | |||||||
C. | LOANS (Exhibits B, C and D) | |||||||
To the non-financial government sector | 599,379 | 554,527 | ||||||
To the financial sector | ||||||||
Interfinancing - (granted call) | 98,953 | 65,760 | ||||||
Other financing to Argentine Financial Institutions | 62,753 | 94,496 | ||||||
Accrued interest, adjustments, foreign exchange and quoted price differences receivables | 697 | 1,415 | ||||||
To the non-financial private sector and foreign residents | ||||||||
Overdrafts | 1,593,260 | 1,223,618 | ||||||
Documents | 911,716 | 725,157 | ||||||
Mortgage loans | 593,123 | 490,515 | ||||||
Pledged loans | 234,058 | 234,766 | ||||||
Personal loans | 2,805,932 | 2,380,854 | ||||||
Credit cards | 568,963 | 477,612 | ||||||
Other (Note 6.1.) | 1,523,019 | 1,473,687 | ||||||
Accrued interest, adjustments, foreign exchange and quoted price differences receivables | 127,850 | 113,598 | ||||||
less: Unearned discount | (22,197 | ) | (19,666 | ) | ||||
less: Allowances (Exhibit J) | (194,019 | ) | (173,901 | ) | ||||
8,903,487 | 7,642,438 |
(1) | See Note 3.1. |
Jorge H. Brito | |
Chairperson |
- 1 -
BALANCE SHEETS
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 (1) | |||||||
D. | OTHER RECEIVABLES FROM FINANCIAL INTERMEDIATION | |||||||
Central Bank of Argentina | 151,623 | 156,227 | ||||||
Amounts receivable from spot and forward sales pending settlement | 1,386,361 | 737,102 | ||||||
Securities and foreign currency receivable from spot and forward purchases pending settlement | 397,971 | 110,180 | ||||||
Unlisted corporate bonds (Exhibits B, C and D) | 442 | 448 | ||||||
Receivables from forward transactions without delivery of underlying asset | 169 | |||||||
Other receivables not covered by debtors classification standards (Note 6.2.) | 334,529 | 325,096 | ||||||
Other receivables covered by debtors classification standards (Exhibits B, C and D) | 68,640 | 53,898 | ||||||
less: Allowances (Exhibit J) | (42,621 | ) | (29,893 | ) | ||||
2,297,114 | 1,353,058 | |||||||
E. | ASSETS SUBJECT TO FINANCIAL LEASES | |||||||
Assets subject to financial leases (Exhibits B, C and D) | 299,956 | 301,317 | ||||||
less: Allowances (Exhibit J) | (4,556 | ) | (3,986 | ) | ||||
295,400 | 297,331 | |||||||
F. | INVESTMENTS IN OTHER COMPANIES (Exhibit E) | |||||||
In financial institutions | 1,560,207 | 1,336,016 | ||||||
Other | 53,534 | 35,152 | ||||||
less: Allowances (Exhibit J) | (247 | ) | (697 | ) | ||||
1,613,494 | 1,370,471 | |||||||
G. | OTHER RECEIVABLES | |||||||
Receivables from sale of assets (Exhibits B, C and D) | 31,894 | 15,082 | ||||||
Minimum presumed income tax - Tax Credit | 23,287 | |||||||
Other (Note 6.3.) | 160,185 | 172,168 | ||||||
Accrued interest and adjustments receivable on receivables from sales of assets (Exhibits B, C and D) | 1,102 | 145 | ||||||
Other accrued interest and adjustments receivable | 50 | 58 | ||||||
less: Allowances (Exhibit J) | (11,051 | ) | (15,215 | ) | ||||
182,180 | 195,525 | |||||||
H. | BANK PREMISES AND EQUIPMENT, NET (Exhibit F) | 313,772 | 293,472 | |||||
I. | OTHER ASSETS (Exhibit F) | 134,570 | 178,829 | |||||
J. | INTANGIBLE ASSETS (Exhibit G) | |||||||
Goodwill | 65,585 | 71,916 | ||||||
Organization and development costs | 97,545 | 96,435 | ||||||
163,130 | 168,351 | |||||||
K. | ITEMS PENDING ALLOCATION | 2,504 | 1,872 | |||||
TOTAL ASSETS | 20,315,606 | 16,639,475 |
(1) | See Note 3.1. |
Jorge H. Brito | |
Chairperson |
- 2 -
BALANCE SHEETS
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 (1) | |||||||
LIABILITIES | ||||||||
L. | DEPOSITS (Exhibits H and I) | |||||||
From the non-financial government sector | 2,225,076 | 1,327,865 | ||||||
From the financial sector | 9,351 | 10,006 | ||||||
From the non-financial private sector and foreign residents | ||||||||
Checking accounts | 1,840,364 | 1,834,372 | ||||||
Savings accounts | 2,113,802 | 2,258,968 | ||||||
Time deposits | 6,502,702 | 4,647,858 | ||||||
Investment accounts | 88,117 | 63,063 | ||||||
Other (Note 6.4.) | 294,218 | 295,401 | ||||||
Accrued interest, adjustments, foreign exchange and quoted price differences payables | 98,881 | 51,865 | ||||||
13,172,511 | 10,489,398 | |||||||
M. | OTHER LIABILITIES FROM FINANCIAL INTERMEDIATION | |||||||
Central Bank of Argentina (Exhibit I) | ||||||||
Other | 157,540 | 184,594 | ||||||
Banks and International Institutions (Exhibit I) | 227,465 | 160,846 | ||||||
Non-subordinated Corporate Bonds (Note 10. and Exhibit I) | 716,431 | 780,590 | ||||||
Amounts payable for spot and forward purchases pending settlement | 383,110 | 108,646 | ||||||
Securities and foreign currency to be delivered under spot and forward sales pending settlement | 1,441,808 | 869,843 | ||||||
Financing received from Argentine Financial Institutions (Exhibit I) | ||||||||
Interfinancing - (received call) | 83,953 | 49,225 | ||||||
Other financing received from Argentine Financial Institutions | 46,976 | 90,648 | ||||||
Accrued interest payables | 299 | 54 | ||||||
Forward transactions amounts pending settlement without delivery of underlying asset | 3,718 | |||||||
Other (Note 6.5. and Exhibit I) | 437,495 | 397,733 | ||||||
Accrued interest, adjustments, foreign exchange and quoted price differences payables (Exhibit I) | 44,658 | 47,399 | ||||||
3,543,453 | 2,689,578 | |||||||
N. | OTHER LIABILITIES | |||||||
Dividends payable | 1 | |||||||
Other (Note 6.6.) | 268,042 | 183,657 | ||||||
268,042 | 183,658 | |||||||
O. | PROVISIONS (Exhibit J) | 82,682 | 77,029 | |||||
P. | SUBORDINATED CORPORATE BONDS (Note 10. and Exhibit I) | 507,391 | 490,695 | |||||
Q. | ITEMS PENDING ALLOCATION | 1,559 | 1,411 | |||||
TOTAL LIABILITIES | 17,575,638 | 13,931,769 | ||||||
SHAREHOLDERS' EQUITY (As per related statement) | 2,739,968 | 2,707,706 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 20,315,606 | 16,639,475 |
(1) | See Note 3.1. |
Jorge H. Brito | |
Chairperson |
- 3 -
BALANCE SHEETS
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 (1) | ||||||
MEMORANDUM ACCOUNTS | |||||||
DEBIT-BALANCE ACCOUNTS | 10,402,722 | 7,291,099 | |||||
Contingent | 2,872,053 | 2,568,102 | |||||
Guarantees received | 2,622,716 | 2,284,111 | |||||
Other not covered by debtors classification standards | 373 | 445 | |||||
Contingent debit-balance contra accounts | 248,964 | 283,546 | |||||
Control | 4,293,842 | 4,153,584 | |||||
Receivables classified as irrecoverable | 621,657 | 636,624 | |||||
Other (Note 6.7.) | 3,531,472 | 3,394,966 | |||||
Control debit-balance contra accounts | 140,713 | 121,994 | |||||
Derivatives | 3,236,827 | 569,413 | |||||
Notional value of forward transactions without delivery of underlying asset (Note 11.a)) | 1,688,629 | 331,411 | |||||
Interest rate swap (Note 11.c)) | 29,194 | 29,388 | |||||
Derivatives debit-balance contra accounts | 1,519,004 | 208,614 | |||||
CREDIT-BALANCE ACCOUNTS | 10,402,722 | 7,291,099 | |||||
Contingent | 2,872,053 | 2,568,102 | |||||
Other guarantees provided covered by debtors classification standards (Exhibits B, C and D) | 81,339 | 114,827 | |||||
Other guarantees provided not covered by debtors classification standards | 49,319 | 49,641 | |||||
Other covered by debtors classification standards (Exhibits B, C and D) | 118,306 | 119,078 | |||||
Contingent credit-balance contra accounts | 2,623,089 | 2,284,556 | |||||
Control | 4,293,842 | 4,153,584 | |||||
Checks to be credited | 140,713 | 121,994 | |||||
Control credit-balance contra accounts | 4,153,129 | 4,031,590 | |||||
Derivatives | 3,236,827 | 569,413 | |||||
Notional value of put options sold (Note 11.b)) | 98,392 | 113,776 | |||||
Notional value of forward transactions without delivery of underlying asset (Note 11.a)) | 1,420,612 | 94,838 | |||||
Derivatives credit-balance contra account | 1,717,823 | 360,799 |
(1) | See Note 3.1. |
The accompanying notes 1 through 22 and exhibits A through L, N, O and the consolidated financial statements are an integral part of these financial statements.
Jorge H. Brito | |
Chairperson |
- 4 -
STATEMENTS OF INCOME
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2008, AND 2007
(Translation on financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 09/30/2007 (1) | |||||||
A. | FINANCIAL INCOME | |||||||
Interest on cash and due from banks | 2,645 | 8,149 | ||||||
Interest on loans to the financial sector | 11,360 | 25,535 | ||||||
Interest on overdrafts | 196,356 | 95,830 | ||||||
Interest on documents | 70,147 | 39,197 | ||||||
Interest on mortgage loans | 56,502 | 38,270 | ||||||
Interest on pledged loans | 30,761 | 28,246 | ||||||
Interest on credit card loans | 57,108 | 30,697 | ||||||
Interest on other loans | 557,726 | 298,511 | ||||||
Interest on other receivables from financial intermediation | 11,423 | 12,205 | ||||||
Income from government and private securities, net (Note 6.8.) | 247,977 | 173,060 | ||||||
Income from guaranteed loans - Presidential Decree No. 1,387/01 | 20,150 | 19,472 | ||||||
CER (Benchmark Stabilization Coefficient) adjustment | 42,908 | 40,233 | ||||||
CVS (Salary Variation Coefficient) adjustment | 606 | 1,312 | ||||||
Difference in quoted prices of gold and foreign currency | 59,609 | 27,606 | ||||||
Other (Note 6.9.) | 123,793 | 93,322 | ||||||
1,489,071 | 931,645 | |||||||
B. | FINANCIAL EXPENSE | |||||||
Interest on checking accounts | 9,464 | 12,607 | ||||||
Interest on savings accounts | 7,824 | 5,374 | ||||||
Interest on time deposits | 530,428 | 246,926 | ||||||
Interest on interfinancing received loans (received call) | 3,154 | 2,500 | ||||||
Interest on other financing from Financial Institutions | 17 | 115 | ||||||
Interest on other liabilities from financial intermediation | 68,016 | 49,019 | ||||||
Interest on subordinated bonds | 34,971 | 37,940 | ||||||
Other interest | 4,305 | 5,562 | ||||||
CER adjustment | 16,912 | 19,017 | ||||||
Contribution to Deposit Guarantee Fund | 14,972 | 11,048 | ||||||
Other (Note 6.10.) | 77,422 | 46,662 | ||||||
767,485 | 436,770 | |||||||
GROSS INTERMEDIATION MARGIN - GAIN | 721,586 | 494,875 | ||||||
C. | PROVISION FOR LOAN LOSSES | 69,242 | 41,827 | |||||
D. | SERVICE-CHARGE INCOME | |||||||
Related to lending transactions | 32,589 | 25,509 | ||||||
Related to deposits | 313,014 | 205,239 | ||||||
Other fees | 15,842 | 13,427 | ||||||
Other (Note 6.11.) | 108,306 | 93,849 | ||||||
469,751 | 338,024 |
(1) | See Note 3.1. |
Jorge H. Brito | |
Chairperson |
- 5 -
STATEMENTS OF INCOME
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2008, AND 2007
(Translation on financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 09/30/2007 (1) | |||||||
E. | SERVICE-CHARGE EXPENSE | |||||||
Fees | 28,294 | 24,373 | ||||||
Other (Note 6.12.) | 69,327 | 65,410 | ||||||
97,621 | 89,783 | |||||||
F. | ADMINISTRATIVE EXPENSES | |||||||
Personnel expenses | 398,793 | 283,519 | ||||||
Directors' and statutory auditors' fees | 16,176 | 17,669 | ||||||
Other professional fees | 27,219 | 21,129 | ||||||
Advertising and publicity | 36,504 | 30,579 | ||||||
Taxes | 5,947 | 4,249 | ||||||
Depreciation of equipment | 30,154 | 22,199 | ||||||
Amortization of organization costs | 15,481 | 10,668 | ||||||
Other operating expenses (Note 6.13.) | 84,342 | 74,758 | ||||||
Other | 11,985 | 12,464 | ||||||
626,601 | 477,234 | |||||||
NET INCOME FROM FINANCIAL INTERMEDIATION | 397,873 | 224,055 | ||||||
G. | OTHER INCOME | |||||||
Income from long-term investments | 254,159 | 147,070 | ||||||
Penalty interest | 7,885 | 4,452 | ||||||
Recovered loans and allowances reversed | 34,642 | 59,767 | ||||||
CER adjustments | 12 | 100 | ||||||
Other (Note 6.14.) | 37,434 | 21,712 | ||||||
334,132 | 233,101 | |||||||
H. | OTHER EXPENSE | |||||||
Penalty interest and charges payable to the Central Bank of Argentina | 15 | 32 | ||||||
Charges for other receivables uncollectibility and other allowances | 23,182 | 4,489 | ||||||
Amortization of differences from deposits dollarization | 13,388 | 13,802 | ||||||
Depreciation and loss of other assets | 882 | 4,519 | ||||||
Goodwill amortization | 6,331 | 6,937 | ||||||
Other (Note 6.15.) | 56,972 | 53,827 | ||||||
100,770 | 83,606 | |||||||
NET INCOME BEFORE INCOME TAX | 631,235 | 373,550 | ||||||
I. | INCOME TAX (Note 4.) | 155,404 | 47,000 | |||||
NET INCOME FOR THE PERIOD | 475,831 | 326,550 |
(1) | See Note 3.1. |
The accompanying notes 1 through 22 and exhibits A through L, N, O and the consolidated financial statements are an integral part of these financial statements.
Jorge H. Brito | |
Chairperson |
- 6 -
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2008, AND 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 09/30/2007 (1) | |||||||||||||||||||||||||||
Earnings reserved | ||||||||||||||||||||||||||||
Changes | Capital stock | Stock issuance premium | Adjustments to Shareholders' equity | Legal | Special - Corporate Bonds | Voluntary | Unappropriated earnings (2) | Total | Total | |||||||||||||||||||
Balances at the beginning of the fiscal year | ||||||||||||||||||||||||||||
- Banco Macro S.A. | 683,979 | 394,584 | 4,511 | 382,705 | 211 | 1,241,716 | 2,707,706 | 2,314,977 | ||||||||||||||||||||
- Nuevo Banco Suquía S.A. | 730,710 | |||||||||||||||||||||||||||
- Merger effects (1) | (730,590 | ) | ||||||||||||||||||||||||||
Merged balances | 683,979 | 394,584 | 4,511 | 382,705 | 211 | 1,241,716 | 2,707,706 | 2,315,097 | ||||||||||||||||||||
Own shares reacquired (2) | (272,574 | ) | (272,574 | ) | ||||||||||||||||||||||||
Distribution of unappropriated | ||||||||||||||||||||||||||||
earnings, as approved by the | ||||||||||||||||||||||||||||
Shareholders’ Meeting held on | ||||||||||||||||||||||||||||
April, 29, 2008 and April, 26, | ||||||||||||||||||||||||||||
2007, respectively: | ||||||||||||||||||||||||||||
- Legal reserve | 99,038 | (99,038 | ) | |||||||||||||||||||||||||
- Cash dividends | (170,995 | ) | (170,995 | ) | (102,591 | ) | ||||||||||||||||||||||
- Special reserve (3) | 46,083 | (46,083 | ) | |||||||||||||||||||||||||
Reversal of special reserve from | ||||||||||||||||||||||||||||
Corporate Bonds (3) | (35,609 | ) | 35,609 | |||||||||||||||||||||||||
Net income for the period | 475,831 | 475,831 | 326,550 | |||||||||||||||||||||||||
Balances at the end of the period | 683,979 | 394,584 | 4,511 | 481,743 | 10,474 | 211 | 1,164,466 | 2,739,968 | 2,539,056 |
(1) See Note 3.1.
(2) See Note 9 and Exhibit K.
(3) See Note 10.c.1)
The accompanying notes 1 through 22 and exhibits A through L, N, O and the consolidated financial statements are an integral part of these financial statements.
Jorge H. Brito | |
Chairperson |
- 7 -
STATEMENTS OF CASH FLOWS
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2008 AND 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 09/30/2007 (1) | ||||||
CHANGES IN CASH AND CASH EQUIVALENTS (Note 3.4) | |||||||
Cash at beginning of the fiscal year | 2,309,341 | 1,896,801 | |||||
Cash at end of the period | 2,410,787 | 1,906,589 | |||||
Net increase in cash | 101,446 | 9,788 | |||||
CAUSES OF CHANGES IN CASH | |||||||
Operating activities | |||||||
Net collections/ (payments): | |||||||
Government and private securities | (757,663 | ) | (475,181 | ) | |||
Loans | |||||||
to the financial sector | 11,386 | 311,713 | |||||
to the nonfinancial government sector | 15,505 | 39,782 | |||||
to the nonfinancial private sector and foreign residents | (293,811 | ) | (1,607,293 | ) | |||
Other receivables from financial intermediation | (688,317 | ) | (941,144 | ) | |||
Assets under financial lease | 47,308 | (33,049 | ) | ||||
Deposits | |||||||
to the financial sector | (655 | ) | 7,254 | ||||
to the nonfinancial government sector | 797,821 | 559,287 | |||||
to the nonfinancial private sector and foreign residents | 1,361,683 | 1,907,140 | |||||
Other liabilities from financial intermediation | |||||||
Financing facilities from the financial sector (recieved calls) | 31,574 | 53,640 | |||||
Others (except liabilities included under financing activities) | 481,424 | (11,374 | ) | ||||
Collections related to service-charge income | 469,352 | 338,210 | |||||
Payments related to service-charge expenses | (98,418 | ) | (90,132 | ) | |||
Administrative expenses paid | (583,772 | ) | (448,692 | ) | |||
Payment of organization and development expenses | (21,456 | ) | (26,127 | ) | |||
Net collections related to punitive interest | 7,870 | 4,439 | |||||
Differences from payments related to court orders | (8,635 | ) | (27,770 | ) | |||
Collections of dividends from other companies | 12,219 | 621 | |||||
Other (payments)/collections related to other income and losses | (11,004 | ) | 12,230 | ||||
Net collections/(payments) from other operating activities | 1,337 | (36,615 | ) | ||||
Payment of income tax | (48,314 | ) | (55,976 | ) | |||
Net cash flows generated in/(used in) operating activities | 725,434 | (519,037 | ) |
(1) See Note 3.1.
Jorge H. Brito | ||||
Chairperson |
- 8 -
STATEMENTS OF CASH FLOWS
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2008 AND 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 09/30/2007 (1) | ||||||
Investing activities | |||||||
Net payments for bank premises and equipment | (33,607 | ) | (27,497 | ) | |||
Net collections/(payments) for other assets | 15,866 | (19,063 | ) | ||||
Payments from purchase of investments in other companies | (635 | ) | (49,158 | ) | |||
Collections from sales of investments in other companies | 24 | ||||||
Net payments for other investing activities | (22 | ) | |||||
Net cash flows used in investing activities | (18,374 | ) | (95,718 | ) | |||
Financing activities | |||||||
Net collections/ (payments): | |||||||
Nonsubordinated corporate bonds (2) | (116,685 | ) | 759,238 | ||||
Central Bank of Argentina Other | (41,993 | ) | (25,123 | ) | |||
Banks and International Institutions | 54,285 | (9,426 | ) | ||||
Subordinated corporate bonds | (20,113 | ) | (13,471 | ) | |||
Financing received from financial institutions in Argentina | (40,184 | ) | (42,973 | ) | |||
Payment of dividends | (170,995 | ) | (102,592 | ) | |||
Other collections/(payments) for financing activities | |||||||
Own shares reacquired (3) | (272,574 | ) | |||||
Others collections | 41,547 | ||||||
Net cash flows (used in)/generated in financing activities | (608,259 | ) | 607,200 | ||||
Financial income and holding gains on cash and cash equivalents | 2,645 | 17,343 | |||||
Net increase in cash | 101,446 | 9,788 |
(1) See Note 3.1.
(2) See Note 10.
(3) See Note 9.
The accompanying notes 1 through 22 and exhibits A through L, N, O and the consolidated financial statements are an integral part of these financial statements.
Jorge H. Brito | ||||
Chairperson |
- 9 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22)
(Figures stated in thousands of pesos, except for where indicated)
1. | BRIEF HISTORY OF THE BANK |
Macro Compañía Financiera S.A. was created in 1977 as a non-banking financial institution. In May 1988, it received the authorization to operate as a commercial bank and it was incorporated as Banco Macro S.A.
Banco Macro S.A.’s shares have been publicly listed on the BCBA (Buenos Aires Stock Exchange) since November 1994 (see also note 9).
As from 1994, Banco Macro S.A.’s market was mainly focused on the regional areas outside the City of Buenos Aires. Following this strategy, in 1996, Banco Macro S.A. started the process to acquire entities and assets and liabilities during the privatization of provincial banks and other banks.
On December 19, 2001, Banco Macro S.A. entered into an agreement to acquire 59.58% of the capital stock and 76.17% of the voting rights in Banco Bansud S.A. The acquisition was effective January 4, 2002, once it was approved by the Central Bank of Argentina.
During 2003, the shareholders decided to merge both entities with the strategic purpose of creating a financial institution based throughout Argentina. In December 2003, the Central Bank authorized the merger between Banco Macro S.A. and Banco Bansud S.A., and the Bank name changed to Banco Macro Bansud S.A.
On December 22, 2004, Banco Macro Bansud S.A. received 100% of the shares in Nuevo Banco Suquía S.A. awarded in the “Second Public Call for Bids for the Sale of Shares in Nuevo Banco Suquía S.A. owned by BNA (Banco de la Nación Argentina) and Fundación BNA”.
Since March 24, 2006, Banco Macro Bansud S.A.’s stock has been listed on the New York Stock Exchange (see also note 9.).
On April 28, 2006, Banco Macro Bansud S.A.’s general regular and special shareholders’ meeting approved the amendment to the Bank’s business name to Banco Macro S.A., the registration of which with the IGJ (Argentine business associations regulatory agency) occurred in August 2006. Therefore, we will hereinafter refer to it as “Banco Macro S.A.” or “the Bank”.
Additionally, during the fiscal year ended 2006, Banco Macro S.A. acquired: (i) 79.84% of the capital stock of Banco del Tucumán S.A., totaling 89.93% of this capital stock during fiscal year 2007 (see note 2.5); (ii) 100% of the common shares of Nuevo Banco Bisel S.A. (see note 2.6.) and (iii) 51% of the capital stock of Red Innova Administradora de Fondos de Inversión S.A. (see note 1 to the consolidated financial statements). Furthermore, on May 28, 2007, the Bank and Nuevo Banco Suquía S.A. acquired 100% of the preferred shares of Nuevo Banco Bisel S.A.
During 2007, the shareholders of Banco Macro S.A. and Nuevo Banco Suquía S.A. decided to merge both entities to integrate their structures given the similarities in their activities and business, so as to achieve greater efficiency. In August 2007, the Central Bank authorized this merger, which took place on October 16, 2007 (see note 2.7.).
The Bank currently offers traditional bank products and services to companies, including those operating in regional economies, as well as to medium- and low-income individuals.
In addition, the Bank performs certain transactions through its subsidiaries, including mainly Banco del Tucumán S.A., Nuevo Banco Bisel S.A., Macro Bank Limited (formerly - Sud Bank & Trust Company Limited, an entity organized under the laws of Bahamas), Macro Securities S.A. Sociedad de Bolsa, Sud Inversiones & Análisis S.A. and Macro Fondos S.G.F.C.I. S.A.
2. | BANK OPERATIONS |
2.1. | Agreement with the Misiones Provincial Government |
The Bank and the Misiones Provincial Government entered into a special-relationship agreement whereby the Bank was appointed, for a term of five years as from January 1, 1996, as the Provincial Government’s exclusive financial agent, as well as revenue collection and obligation payment agent.
In addition, on November 25, 1999, and on December 28, 2006, extensions to such agreement were agreed upon, making it currently effective through December 31, 2019.
- 10 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22)
(Figures stated in thousands of pesos, except for where indicated)
As of September 30, 2008 and December 31, 2007, the deposits of the Misiones Provincial Government amounted to 407,377 and 163,711 (including 55,709 and 35,248 related to court deposits), respectively.
2.2. | Agreement with the Salta Provincial Government |
The Bank and the Salta Provincial Government entered into a special-relationship agreement whereby the Bank was appointed, for a term of ten years as from March 1, 1996, as the Provincial Government’s exclusive financial agent, as well as revenue collection and obligation payment agent.
In addition, on February 22, 2005, such agreement was extended through March 1, 2016.
As of September 30, 2008 and December 31, 2007, the deposits of the Salta Provincial Government amounted to 685,209 and 492,265 (including 89,082 and 53,681 related to court deposits), respectively.
2.3. | Agreement with the Jujuy Provincial Government |
The Bank and the Jujuy Provincial Government entered into a special-relationship agreement whereby the Bank was appointed, for a ten-year term as from January 12, 1998, as the Provincial Government’s exclusive financial agent, as well as revenue collection and obligation payment agent.
Additionally, on April 29, 2005, such agreement was extended through November 4, 2014.
As of September 30, 2008 and December 31, 2007, the deposits of the Jujuy Provincial Government amounted to 429,459 and 378,662 (including 50,106 and 32,206 related to court deposits), respectively.
2.4. | Uniones Transitorias de Empresas (joint ventures) |
a) | Banco Macro S.A. - Siemens Itron Business Services S.A. |
On April 7, 1998, the Bank entered into a joint venture agreement with Siemens Itron Business Services S.A. in which each holds a 50% equity interest, whereby a provincial data processing center would be provided to manage tax-related issues, to modernize tax collection systems and procedures in the Province of Salta, and to manage and perform the recovery of taxes and municipal assessments payable.
As of September 30, 2008 and December 31, 2007, the net assets of such joint venture recorded in the Bank’s financial statements through the proportionate consolidation method amounted to 3,251 and 2,922, respectively.
Also, as of September 30, 2008, and 2007, the net income booked through the method mentioned in the previous paragraph, amounted to 5,668 and 6,120, respectively.
b) | Banco Macro Bansud S.A. - Montamat & Asociados S.R.L. |
On October 22, 2004, the Bank entered into an UTE (joint venture) agreement with Montamat & Asociados S.R.L under the name “BMB M&A – Unión Transitoria de Empresas”, in which each hold a 50% equity interest. The purpose of such agreement is to render audit services related to oil and gas royalties and fiscal easements in the province of Salta to optimize tax collection in such province.
As of September 30, 2008 and December 31, 2007, the net assets of such joint venture recorded in the Bank’s financial statements using the proportionate consolidation method amounted to 680 and 5,313, respectively.
Also, as of September 30, 2008 and 2007, the net loss booked through the method mentioned in the previous paragraph amounted to 86 and 5, respectively.
2.5. | Banco del Tucumán S.A. |
In line with its strategy to increase its market position in Argentina’s provinces, on November 24, 2005, the Bank signed a stock purchase agreement with Banco Comafi S.A. for 75% of the capital stock and voting rights of Banco del Tucumán S.A. Such event was approved by the BCRA on March 6, 2006, through Board of Governors’ Resolution No. 50, as well as by the Technical Coordination Department of the Economy and Production Ministry on April 7, 2006.
- 11 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22)
(Figures stated in thousands of pesos, except for where indicated)
In this regard, on May 5, 2006, the Bank acquired 164,850 class “A” shares in Banco del Tucumán S.A., representing 75% of its capital stock, and on the same date took control over such institution.
The Bank paid 45,961 in cash for the acquisition. In addition, the Bank shall pay over to Banco Comafi S.A. 75% of the amounts to be recovered the ten years following the date of the abovementioned agreement related to consumer loan portfolio, for which an allowance was fully booked as of the purchase date. As of the date of acquisition, such liabilities amounted to about 1,662 (as of September 30, 2008, it amounted to 68). Consequently, the total acquisition price amounted to 47,623.
As of the date of acquisition (May 5, 2006), the assets and liabilities of Banco del Tucumán S.A. amounted to 700,612 and 660,547, respectively; therefore, shareholders' equity amounted to 40,065.
Therefore, the Bank booked a positive goodwill amounting to 17,574, which arises from the difference between the total acquisition price (47,623) and 75% of Banco del Tucumán S.A.’s shareholders’ equity as of such date (30,049). The goodwill is amortized using the straight line method over ten years pursuant to Central Bank rules.
Additionally, from September through December 2006, Banco Macro S.A. acquired Class “C” shares in Banco del Tucumán S.A., representing 4.84% of the capital stock, which gave rise to an additional positive goodwill of 668.
As of September 30, 2008 and December 31, 2007, the positive goodwill resulting from such acquisitions was booked under “Intangible assets” in the amount of 13,851 and 15,222, respectively (net of amortizations for 4,392 and 3,021, respectively).
Additionally, on November 28, 2006, the general regular and special shareholders' meeting of Banco del Tucumán S.A. approved a capital increase of 21,980, establishing an additional paid-in capital of 26,171. During January 2007, Banco Macro S.A. subscribed the total increase, thus increasing its overall interest in Banco del Tucumán S.A. to 89.93%.
Additionally, according to the service agreement signed on August 15, 2001, Banco del Tucumán S.A. will act as the exclusive financial agent of the Provincial Government until 2011. It also acts as the exclusive financial agent of the Municipality of San Miguel del Tucumán.
As of September 30, 2008, and December 31, 2007, the deposits held by the Tucumán Provincial Government and the Municipality of San Miguel del Tucumán in Banco del Tucumán S.A. amounted to 679,480 and 536,875 (including 205,850 and 178,087 related to court deposits), respectively.
2.6. | Nuevo Banco Bisel S.A. |
On May 9, 2006, BNA and Fundación BNA (sellers), and Banco Macro S.A. and Nuevo Banco Suquía S.A., now merged with and into the Bank, as explained in note 2.7) (buyers), signed a stock purchase agreement, whereby the buyers acquired 100% of the common shares in Nuevo Banco Bisel S.A. (92.73% of the total capital stock), representing the same percentage of voting rights.
In Addition, Nuevo Banco Bisel S.A. holds 66,240,000 preferred shares, with face value and book value of Ps. 1 each, without voting rights, with an equity preference consisting of the right to a mandatory annual cumulative fixed dividend of 1% of the face value of preferred shares, which belonged to Seguros de Depósitos S.A. (SEDESA) as of the date of acquisition.
On August 3, 2006, the Central Bank’s Board of Governors issued Resolution No. 175, whereby it decided, among other matters, not to make any objections to: (i) the transfer of 100% of the common shares in Nuevo Banco Bisel S.A. to the buyers; and (ii) the payment by the two of them of a capital increase in the amount of 830,000, under the terms of the agreement signed on May 9, 2006. In addition, on September 4, 2006, the Domestic Trade Department of the Ministry of Economy and Production, approved that transaction.
As of the date of acquisition (August 10, 2006) assets and liabilities of Nuevo Banco Bisel S.A. amounted to 1,824,644 and 1,804,534, respectively; therefore, shareholders' equity amounted to 20,110.
- 12 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22)
(Figures stated in thousands of pesos, except for where indicated)
As a result of the acquisition, the Intangible assets account includes a positive goodwill of 66,042, resulting from the difference between the total price paid (19,509) for the total shares of common stock and the negative shareholders' equity of Nuevo Banco Bisel S.A. as of the acquisition date (-46,533), after deducting the preferred shares held by SEDESA and the preferred dividend accrued as of such date (66,643). Such positive goodwill is amortized in ten years pursuant to Central Bank rules. As of September 30, 2008 and December 31, 2007, the abovementioned goodwill totaled 51,734 and 56,686, respectively, net of amortizations of 14,309 and 9,356, respectively.
In addition, on August 11, 2006, the buyers paid up in cash the abovementioned capital increase in Nuevo Banco Bisel S.A., thus taking control of such bank as from such date.
On May 28, 2007, the Bank acquired the preferred shares from SEDESA by the Bank by exercising a call option in relation to them. The price payable was fixed at 66,240, plus an annual nominal 4% interest capitalizable until payment, which will be paid 15 years after taking possession of Nuevo Banco Bisel S.A. (August 11, 2021). See also note 6.5).
On December 20, 2007, Banco Macro S.A. sold 1,700,000 of Nuevo Banco Bisel S.A. common shares to Sud Inversiones y Análisis S.A. and another 1,700,000 to Macro Securities S.A. Sociedad de Bolsa for a total amount of 3,970. In this regard, the Bank’s direct and indirect interest is 99.997% in the capital stock and votes.
2.7. | Merger of Nuevo Banco Suquía S.A. |
On March 14, 2007, the Boards of Directors of Banco Macro S.A. and Nuevo Banco Suquía S.A. entered into a “Preliminary merger agreement", whereby Nuevo Banco Suquía S.A. would merge with and into Banco Macro S.A. retroactively effective as from January 1, 2007, on the basis of the financial statements of such banks as of December 31, 2006.
On June 4 and 5, 2007, the general regular and special shareholders’ meetings of Banco Macro S.A. and Nuevo Banco Suquía S.A., respectively, approved such preliminary merger agreement, as well as the consolidated balance sheet for merger purposes as of December 31, 2006, and the shares exchange relationship. Furthermore, Banco Macro S.A.’s shareholders’ meeting mentioned above approved the capital stock increase of Ps. 683,943,437 to Ps. 683,978,973 through the issuance of 35,536 common registered Class B shares with a face value of Ps. 1, each entitled to one vote, to be delivered to the minority shareholders of the absorbed bank.
During 2007, the Central Bank´s Board of Directors and the CNV (Argentine Securities Commission) authorized such merger. Additionally, the CNV and the BCBA authorized the public offering of shares to be delivered to the minority shareholders of Nuevo Banco Suquía S.A.
Finally, on October 16, 2007, Banco Macro S.A. carried out the merger of Nuevo Banco Suquía S.A. with and into the former.
On February 12, 2008, the shares issued were credited to the minority shareholders of the absorbed bank.
3. | SIGNIFICANT ACCOUNTING POLICIES |
These financial statements, which are taken from the Bank’s books of account, are stated in thousands of Argentine pesos and have been prepared in accordance with Central Bank rules.
The preparation of financial statements requires the Bank to make, in certain cases, estimates to determine the book values of assets and liabilities, income, expenses and contingencies, as well as the disclosure thereof, as of each date of accounting information filing. The Bank´s records are based on the best estimate regarding the probability of occurrence of different future events and, therefore, the final amount may differ from such estimates, which may have a positive or negative impact on future periods.
3.1. | Comparative information |
As required under Central Bank rules, the balance sheet as of September 30, 2008, and supplementary information are presented comparatively with information as of prior year end, while the statements of income, changes in shareholders’ equity and cash flows for the nine-month period ended September 30, 2008, are presented comparatively with those of the same period for the prior fiscal year.
- 13 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22)
(Figures stated in thousands of pesos, except for where indicated)
Additionally, the financial statements and supplementary information of the Bank as of September 30, 2007, were amended for comparative purposes, giving effect to the merger described in note 2.7. and, as a result, we consolidated the stand-alone statements of income, changes in shareholders’ equity and cash flows of Banco Macro S.A. and former Nuevo Banco Suquía S.A. as of September 30, 2007, eliminating the receivables and payables and transactions between both banks and giving effect to:
i) | The increase in Banco Macro S.A.’s capital stock as a result of the merger according to the exchange ratio established in the merger agreement between both banks. |
ii) | The difference between the face value of minority shares of former Nuevo Banco Suquía S.A. and the value of such shares valued by the equity method was recorded in stock issuance premiums. |
Furthermore, by virtue of what was mentioned in note 3.3.l.2), the Bank made certain reclassifications in the financial statements as of December 31, 2007, so as to compare them with the current financial statements.
3.2. | Restatement into constant pesos |
Professional accounting standards establish that the financial statements should be stated in constant pesos. Within a monetary stability context, the nominal currency is used as constant currency; however, during inflationary or deflationary periods, financial statements are required to be stated in constant currency as of the related date, recognizing the variations in the domestic wholesale price index (domestic WPI) published by the INDEC (Argentine Institute of Statistics and Censuses), in conformity with the restatement method under FACPCE (Argentine Federation of Professional Councils in Economic Sciences) Technical Resolution No. 6.
The Bank’s financial statements recognize the changes in the peso purchasing power until February 28, 2003, under Presidential Decree No. 664/03, IGJ General Resolution No. 4/2003, CNV General Resolution No. 441, and Central Bank Communiqué “A” 3,921. Professional accounting standards provide that the restatement method established by Technical Resolution No. 6 should have been discontinued as from October 1, 2003. The effects of not having recognized the changes in the peso purchasing power through such date have not been material to the financial statements taken as a whole.
3.3. | Valuation methods |
The main valuation methods used to prepare these financial statements as of September 30, 2008 and December 31, 2007, were:
a) | Assets and liabilities denominated in foreign currency: |
The assets and liabilities denominated in US dollars were valued at Central Bank benchmark US dollar exchange rate effective as of the closing date of transactions on the last business day of each period- and year-end, respectively. Additionally, assets and liabilities denominated in other foreign currencies were translated at the exchange rate communicated by the Central Bank´s dealing room. Foreign exchange differences were recorded in the statement of income as of those dates.
b) | Government and private securities: |
b.1) | Listed: They were valued at the quoted price of each security effective at the last business day of the period and fiscal year-end, respectively. Differences in quoted values were recorded in the statement of income as of those dates. |
b.2) | Unlisted: |
i. | Instruments issued by the Central Bank: they were valued at their cost value increased exponentially by their internal rate of return, as provided by Central Bank Communiqué “A” 4,414. |
ii. | Other: they were valued under the method established by Central Bank Communiqué “A” 3,911, as supplemented. |
- 14 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22)
(Figures stated in thousands of pesos, except for where indicated)
c) | Assets included in the provisions of Central Bank Communiqué “A” 3,911, as supplemented: |
The assets included (Guaranteed loans Presidential Decree No. 1,387/01 and BONAR XIII) were valued at the lower of their present values or technical values, as established by Central Bank Communiqué “A” 3,911, as supplemented. If such lower value exceeds the notional value (as defined in point 4 of Communiqué “A” 3,911), the difference is debited from the asset account and the credit is recorded in an asset offset account. If, instead, such lower value is also lower than the notional value, the difference is recorded as a loss in the income statement and the offsetting credit is recorded in the asset account.
The amounts recorded in the asset offset accounts are adjusted every month based on the values calculated according to Communiqué "A" 3,911, as supplemented.
For purposes of determining the present value, in the case of instruments that include indexation clauses, the contractual cash flows were discounted at the interest rates that were established in the schedule included in point 2 of the abovementioned Communiqué “A” 3,911. As from August 2007, every month the Central Bank establishes the discount rate to be used, as set forth by Communiqué “A” 4704, as supplemented.
In the case of instruments that do not comprise adjustment clauses, Communiqué “A” 4,163 established the methodology to calculate such present values.
d) | Interest accrual: |
Interest has been accrued according to a compound interest formula in the period in which it was generated, except interest on transactions in foreign currency and those whose maturity does not exceed 92 days, on which interest has been accrued according to a simple interest formula.
The Bank suspends the interest accrual whenever loan payments are not settled (generally, after 90 days) or when the recoverability of the collection of principal or interest accrued is doubtful. Accrued interest is considered part of the loan balance when determining the allowances for loan losses. Afterwards, interest is only recognized on a cash basis.
e) | CER accrual: |
Receivables and payables have been indexed by the CER, wherever applicable, as follows:
e.1) | Guaranteed loans: as explained in note 3.3.c). |
e.2) | Other loans and receivables from sale of assets: they were adjusted according to Communiqué “A” 3,507, and supplementary regulations, which established that payments made until September 30, 2002, were to be made under the original conditions of each transaction and would be considered prepayments. As from February 3, 2002, principal was adjusted by the CER trough period-end and year-end, where applicable. |
e.3) | Deposits and other assets and liabilities: they were adjusted by CER as of the last business day of the period and year-end, respectively. |
f) | Allowance for loan losses and provision for contingent commitments: |
These provisions have been calculated based on the estimated uncollectibility risk of the Bank's credit portfolio, which results from the evaluation of the degree of debtors compliance and the guarantee/security supporting the respective transactions, under Central Bank Communiqué “A” 2,950, as supplemented.
When loans covered by specific allowances are settled or generate a reversal of the allowances recorded in the current year, and in cases where the allowances set in prior years exceed what is considered necessary, the excess allowance is reversed with effects on income for the current period.
The recovery of receivables previously classified under Debit-balance control memorandum accounts - Receivables classified as irrecoverable are charged directly to income.
The Bank assesses the credit risk related to possible commitments and determines the appropriate amount of allowances to be recorded. The allowances related to amounts recorded in memorandum accounts - possible commitments are included under “Provisions”.
- 15 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
g) | Loans and deposits of government securities: |
They were valued at the quoted price of each security effective on the last business day of the period and fiscal year, respectively, plus the related accrued interest. Differences in quoted market values were recorded in the statement of income as of those dates.
h) | Other receivables from financial intermediation and Other liabilities from financial intermediation: |
h.1) | Amounts receivable from spot and forward sales pending settlement and amounts payable for spot and forward purchases pending settlement: |
They were valued based on the prices agreed upon for each transaction, plus the related premiums accrued through period- and year-end, respectively.
h.2) | Securities and foreign currency to be received for spot and forward purchases pending settlement and to be delivered for spot and forward sales pending settlement: |
They were valued at the effective quoted prices for each of them on the last business day of the period or fiscal year, respectively. Differences in quoted market values were recorded in the statement of income as of those dates.
h.3) | Debt securities and certificates of participation in financial trusts: |
i. | Debt securities: they were valued at their cost value increased exponentially by their internal rate of return, as provided by Central Bank Communiqué “A” 4,414. |
ii. | Certificate of participation in the Fideicomiso Financiero Suquía financial trust: it was valued based on the value of incorporation to shareholders’ equity of former Nuevo Banco Suquía S.A., plus interest accrued, net of the redemptions made by the abovementioned bank, in its capacity as beneficiary of the certificate of participation. As of September 30, 2008 and December 31, 2007, such certificate was fully reserved. |
iii. | Other certificates of participation: they were stated at nominal value increased, as the case may be, by interest accrued and CER until the last business day of the period and fiscal year, respectively, converted into pesos pursuant to the method described in note 3.3.a), as the case may be. |
The values booked, net of allowances recorded, do not exceed the recoverable values from the respective trusts.
h.4) | Unlisted corporate bonds purchased: |
They were valued by increasing the value of holdings based on their internal rate of return, as provided by Central Bank Communiqué "A" 4,414 and supplementary regulations.
h.5) | Nonsubordinated corporate bonds issued: |
They were valued at the amount due for principal and interest accrued as of period- and year-end, respectively, converted into pesos pursuant to the method described in note 3.3.a), as the case may be.
i) | Assets subject to financial lease: |
They were valued at cost, less the related accumulated depreciation, determined on the basis of the original value of the assets, less the present value of amounts yet to accrue, calculated in accordance with the conditions agreed upon in the respective agreements, applying the interest rate imputed therein.
j) | Investments in other companies: |
j.1) | In controlled financial institutions, supplementary and authorized activities: they were valued by the equity method. |
- 16 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
j.2) | In non-controlled financial institutions, supplementary and authorized activities: |
i. | In Argentine pesos: they were valued at acquisition cost, plus the nominal value of share-dividends received, restated as explained in note 3.2. |
ii. | In foreign currency: they were valued at the acquisition cost in foreign currency, plus the nominal value of share-dividends received, translated into pesos in accordance with the criterion stated in note 1 to the consolidated financial statements. |
Such net values do not exceed the values calculated by the equity method on the basis of the latest financial statements published by the companies.
j.3) | In other non-controlled companies: they were valued at acquisition cost, plus the nominal value of share-dividends received, restated as described in note 3.2., net of allowances for impairment in value. Such net values do not exceed the values calculated by the equity method on the basis of the latest financial statements published by the companies. |
k) | Bank premises and equipment and other assets: |
They were valued at their acquisition cost, restated as explained in note 3.2., less the related accumulated depreciation calculated in proportion to their estimated months of useful life.
l) | Intangible assets: |
l.1) | Goodwill and organization and development costs (except differences due to court orders - Nondeductible for the determination of the computable equity): they were valued at their cost, restated as explained in note 3.2., less the related accumulated amortization, calculated under the straight line method over their estimated months of useful life. |
l.2) | Differences due to court orders (amparos) - Nondeductible for the determination of the computable equity: as of September 30, 2008 and December 31, 2007, the “Intangible Assets - Organization and development costs” account includes 23,319 and 25,211 (net of amortization for 75,422 and 64,895), respectively. These assets represent the difference between the amount of the original foreign currency translated at the exchange rate applied upon payment of the recursos de amparo (constitutional rights protection actions) and the amount recorded under Central Bank rules effective (convert into Argentine pesos at the Ps. 1.4 to USD 1 exchange rate, or its equivalent in other currencies, plus CER). Additionally, and as disclosed in Central Bank Communiqué “A” 3,916, since April 2003 the sums related to the amounts paid are amortized straight line in 60 monthly installments. |
The Central Bank informed the Bank through a notice dated August 4, 2008, that the permission established by Communiqué “A” 3,916 (allowing the difference between the amount of the “amparos” and the amounts recorded as liabilities to be capitalized as intangible assets) is applicable only to such differences which were actually paid. The Bank had also previously recorded intangible assets and an offsetting liability for the estimated amounts of “amparos” payable in the future pursuant to the application of the Argentine Supreme Court rulings dated December 27, 2006, and August 28, 2007. As a result of the August 4, 2008 notice, as of September 30, 2008, and December 31, 2007, the Bank reversed the intangible assets and related liabilites related to the unpaid “amparos”.
l.3) | Difference from court deposits dollarization: As of Septiembre 30, 2008, and December 31, 2007, the “Intangible Assets - Organization and development expenses” account includes 2,968 and 5,941 (net of amortization for 4,945 and 2,084), respectively, related to the capitalization of the dollarization effect regarding court deposits, the amounts of which are amortized in 24 equal, monthly and consecutive installments as from July 2007, as stated in Central Bank´s Communiqué “A” 4,686. |
m) | Valuation of derivatives: |
m.1) | Put options sold on BODEN 2012 and 2013 coupons: Such options were valued at the exchange value of the bonds plus interest and the CER adjustment accrued on the last business day of each period- and year- end, respectively. |
m.2) | Interest rate swap: this included the equivalent in pesos of the notional value in relation to which the Bank agreed to pay a variable rate and charge a fixed rate. |
- 17 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
m.3) | Forward transactions without delivery of underlying asset: they were valued at the quoted price of the underlying assets upon maturity, effective on the last business day of each period and fiscal year. Differences in quoted market values were recorded in the statement of income for the period and fiscal year. |
See also note 11.
n) | Severance payments: |
The Bank charges these payments directly to income.
o) | Provisions included in liabilities: |
The Bank carries certain contingent liabilities related to current or future claims, lawsuits and other proceedings, including those related to labor and other obligations. Liabilities are booked whenever it is probable that future costs will be incurred and whenever such costs may be fairly estimated.
p) | Subordinated corporate bonds: |
They were valued at the amount due for principal and interest accrued as of period- and year-end, respectively, converted into pesos pursuant to the method described in note 3.3.a).
q) | Shareholders’ equity accounts: |
q.1) | They are restated as explained in note 3.2., except for the Capital Stock account which has been kept at its original value. The adjustment resulting from its restatement as explained in note 3.2. was included in the Adjustments to Shareholders’ Equity account. |
q.2) | Own shares reacquired: the purchase cost of own shares reaquired was debited from the “Unappropriated earnings” account. Furthermore, the face value of such shares was reclassified from “Outstanding shares” to “Shares in treasury" (see also note 9 and Exhibit K). |
r) | Statement-of-income accounts: |
r.1) | The accounts comprising monetary transactions occurred in the nine-month periods ended September 30, 2008, and 2007, (financial income (expense), service-charge income (expense), provision for loan losses, administrative expenses, among others) were computed at their historical amounts on a monthly accrual basis. |
r.2) | Accounts reflecting the effects on income from the sale, retirement or consumption of nonmonetary assets were computed on the basis of the amounts of such assets, which were restated as mentioned in note 3.2. |
r.3) | The income (loss) from equity interests in subsidiaries were computed on the basis of such companies’ income (loss). |
3.4. | Statement of cash flows |
The Bank considers “cash flows” to include the following accounts: Cash and Government and private securities which mature less than 90 days as from their date of acquisition. As of September 30, 2008, the Bank had no such securities booked, while as of September 30, 2007, such securities totaled 70,703.
4. | INCOME TAX AND MINIMUM PRESUMED INCOME TAX |
The Bank calculates income tax by applying the effective 35% rate to the estimated taxable income for each period, without considering the effect of temporary differences between book and taxable income.
- 18 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
In fiscal year 1998, Law No. 25,063 established minimum presumed income tax for a ten-year term. This tax is supplementary to income tax because, while the latter is levied on taxable income for the year, minimum presumed income tax is a minimum levy determined by applying the current 1% rate on the potential income of certain productive assets. Therefore, the Bank’s tax obligation will be equal to the higher of the two taxes. In the case of institutions governed by Financial Institutions Law, the above law provides that they shall consider as taxable income 20% of their assets subject to tax after deducting those assets defined as non-computable. However, if minimum presumed income tax exceeds income tax in a given tax year, such excess may be computed as a payment on account of any income tax in excess of minimum presumed income tax that may occur in any of the following ten years, once accumulated net operating losses (NOLs) have been used.
As of September 30, 2008, and 2007, the Bank estimated that accrued income tax amounted to 155,404 and 47,000, respectively; hence, no minimum presumed income tax should be assessed.
In addition, as of September 30, 2008, the Bank made income tax prepayments for 26,025 for the 2008 tax year, which were recorded in the Other receivables account.
As of December 31, 2007, the Bank capitalized 23,287 from former Nuevo Banco Suquía S.A. for minimum presumed income tax credit, in conformity with Central Bank Communiqué “A” 4295, which was used in April 2008 to settle income tax for tax year 2007.
5. | DIFFERENCES BETWEEN CENTRAL BANK RULES AND THE APPLICABLE ARGENTINE PROFESSIONAL ACCOUNTING STANDARDS |
In August 2005, the CPCECABA (Professional Council in Economic Sciences of the City of Buenos Aires) approved Resolution CD No 93/05, whereby it introduced the technical resolutions and interpretations issued by the FACPCE’s governing board through April 1, 2005.
Subsequently, through Resolutions C.D. 42/2006 and 34/2008, the CPCECABA approved Technical Resolutions No. 23 and No. 24, respectively, effective for annual or interim-period financial statements for fiscal years beginning July 1, 2006 and January 1, 2009, respectively, and its early adoption is permitted. In turn, the CNV adopted Technical Resolution No. 23 through General Resolution No. 494, which is applicable to fiscal years beginning April 1, 2007, and its early adoption is also permitted.
These professional accounting standards differ, in certain valuation and disclosure aspects, from Central Bank rules. The differences between those standards, which the Bank identified and deemed significant with respect to these financial statements (based on the quantification thereof or any other estimate made, whenever the quantification was not possible), are as follows:
5.1. | Valuation standards |
a) | Holdings of unlisted government securities and loans to the nonfinancial government sector: they are valued in accordance with regulations and rules issued by the Argentine Government and the Central Bank. In particular, Central Bank Communiqué “A” 3,911, as supplemented, establishes present value methods by applying regulated discount rates, technical values and undiscounted cash flows, as detailed in note 3.3.c). Additionally, effective loan-loss provisioning regulations issued by the Central Bank establish that receivables from the nonfinancial government sector are not subject to loan-loss provisioning, whereas professional accounting standards require receivables to be compared with their recoverable value every time financial statements are prepared. |
The Bank’s particular situation in connection with these holdings and financing is as follows:
1. | Holdings of unlisted government securities: As of September 30, 2008, the Bank recorded “Argentine Government bonds in pesos”, maturing in 2013 (BONAR XIII), for 25,289 and 50,579 at stand-alone and consolidated levels, respectively. According to professional accounting standards, such assets should be stated at market value. According to this valuation method, this instrument as of those dates amounts to 24,011 and 48,022, respectively. |
Also, as of September 30, 2008, and December 31, 2007, the Bank recorded “Argentine Government bonds in pesos -variable rate-”, maturing in 2013, for 11,778 and 11,987 at consolidated level, respectively. According to professional accounting standards, such assets should be stated at market value. According to this valuation method, this instrument as of those dates amounts to 12,035 and 13,944, respectively.
- 19 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
2. | Instruments issued by the Central Bank: As of September 30, 2008, the Bank recorded unlisted Central Bank internal bills and notes for 2,207,090 and 3,004,626 at stand-alone and consolidated levels. According to professional accounting standards, such assets should be stated at market value. According to this valuation method, the value of this instrument as of that date amounted to 2,173,380 and 2,957,575, respectively. |
3. | Guaranteed loans: As of September 30, 2008, and December 31, 2007, the Bank charged “Federal Government guaranteed loans” deriving from the exchange set forth by Presidential Decree No. 1,387/01 under “Loans to the nonfinancial government sector” for a total net amount at stand-alone level of 554,180 and 553,972, respectively, and 727,744 and 729,955, at consolidated level, respectively. According to professional accounting standards, such assets should be stated at market value. According to this valuation method, the value of these instruments as of such dates amounted to 478,697 and 490,501, at stand-alone level, respectively, and 613,723 and 634,142, at consolidated level, respectively. |
b) | Intangible assets: As of September 30, 2008 and December 31, 2007, the Bank capitalized under intangible assets 26,287 and 31,152, at stand-alone level, respectively, and 42,763 and 53,450 at consolidated level, respectively, net of the related amortization amounts, regarding the foreign exchange differences mentioned in notes 3.3.l.2) and 3.3.l.3) related to the reimbursement in original currency of certain deposits switched into pesos and the effect of court deposits dollarization. Such accounting treatment differs from the valuation and disclosure methods established by professional accounting standards, which require charging to income the higher costs for court deposits dollarization and decreasing the book value of surpluses paid at their recoverable value. As of the date of issuance of the accompanying financial statements, the existing evidence does not support that the book value of such assets is fully or partially recoverable. |
c) | As of September 30, 2008, and December 31, 2007, as mentioned in note 3.3.l.2), the Bank booked the effects of the Argentine Supreme Court rulings dated December 27, 2006, and August 28, 2007, upon payment of such precautionary measures, in conformity with Central Bank indications in the notice dated August 4, 2008. According to the professional accounting standards, as of September 30, 2008, and December 31, 2007, the Bank should have booked a liability of approximately 35,214 and 44,859, at the stand-alone level, respectively, and for about 51,406 and 63,014, at the consolidated level, respectively. |
d) | Income tax: The Bank and its subsidiaries record income tax by applying the effective rate to the estimated taxable income without considering the effect of temporary differences between book and taxable income. In accordance with professional accounting standards, income tax should be recognized through the deferred tax method, which consists in recognizing (as receivable or payable) the tax effect of temporary differences between the book and tax valuation of assets and liabilities, and in subsequently charging them to income for the years in which such differences are reversed, considering the possible effects of utilizing net operating losses (NOLs) in the future. As of December 31, 2007, consolidated deferred assets, net of allowances and provisions, as per the Bank's estimates, amounted to about 64,415. |
e) | The acquisition of Banco Bansud S.A. by the Bank gave rise to an original recording of negative goodwill of 365,560, which is the effect of the difference between the purchase price and the interest acquired valued by the equity method, in accordance with Central Bank rules. Later, the Bank applied the valuation and disclosure rules established in Communiqué “A” 3,984, and reversed as of December 31, 2006, 100% of the aggregate amount of such goodwill (the maximum amortization allowed per annum is 20%). The abovementioned goodwill gave rise to gains on inflation exposure through February 28, 2003. |
In addition, the acquisition of Nuevo Banco Suquía S.A. by the Bank resulted in negative goodwill amounting to 483, which is the effect of the difference between the purchase price and the book value of the net assets acquired under Central Bank rules.
Under professional accounting standards effective in Argentina, when the purchase price is lower than the fair value of the related identifiable assets, any unallocated differences between the price and such fair value shall be either considered as a gain for the period or deferred (as negative goodwill) and subsequently amortized, as appropriate on the basis of the specific circumstances of the transaction that originated such differences.
In addition, as detailed in notes 2.5. and 2.6., the acquisitions of Banco del Tucumán S.A. and Nuevo Banco Bisel S.A. by the Bank gave rise to recording the related positive goodwill for an amount of 18,242 and 66,042, respectively, resulting from the difference between the purchase price of each investment and the book value of the underlying equity acquired. Based on Central Bank rules, the Bank amortizes such positive goodwill through the straight-line method based on an estimate ten-year useful life.
- 20 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
Under professional accounting standards effective in Argentina, when the purchase price of an investment is higher than the fair value of the related identifiable net assets, a positive goodwill will be recognized and it will be (i) amortized systematically throughout the estimated useful life and (ii) compared to its recoverable value as of each year-end.
f) | As of September 30, 2008, and December 31, 2007, the Bank booked an interest rate swap agreement in conformity with the Central Bank accounting standards, as mentioned in note 3.3.m.2), in the amount of 29,194 and 29,388, at stand-alone level, respectively, and 35,999 and 36,238, at consolidated level, respectively. Under professional accounting standards effective in Argentina, the measurement of derivative financial instruments should be made at their net realizable value if they have quoted prices, or lacking this, using mathematical models that are appropriate in relation to the instrument’s characteristics and which use data that can be verified. If those standards had been applied, as of September 30, 2008, and December 31, 2007, the Bank should have recorded assets in the amount of 2,733 and 1,983, at stand-alone level, respectively, and 3,370 and 2,446, at consolidated level, respectively, which would have entailed increases in the Bank’s shareholders’ equity by the same amounts. |
5.2. | Disclosure aspects |
a) | There are differences between the cash flows information disclosed and the requirements established by the professional accounting standards in Argentina. |
b) | The Bank has not presented the information on earnings per share, certain information about related parties or other reporting requirements for nonbanking institutions. |
c) | The Bank has recorded under “Intangible assets” certain receivables related to compliance with court-orders issued with respect to constitutional rights protection actions for the enforcement of rights and the conversion of deposits into pesos. According to professional accounting standards and in the understanding that such assets are recoverable, such amounts should have been allocated to “Other receivables”. |
6. | BREAKDOWN OF THE ITEMS INCLUDED IN “OTHERS” AND AND MAIN SUBACCOUNTS |
The breakdown of the “Other” account in the balance sheet and statement of income is as follows:
09/30/2008 | 12/31/2007 |
6.1) | Loans - Other |
Other loans | 903,462 | 743,825 | |||||
Export financing and prefinancing | 608,647 | 724,740 | |||||
Government securities | 10,718 | 4,448 | |||||
Documentary credits | 192 | 674 | |||||
1,523,019 | 1,473,687 |
6.2) | Other receivables from financial intermediation - Other receivables not covered by debtor classification standards |
Debt securities in financial trusts | 205,154 | 77,030 | |||||
Certificates of participation in financial trusts | 129,150 | 247,829 | |||||
Other | 225 | 237 | |||||
334,529 | 325,096 |
6.3) | Other receivables - Other |
Sundry receivables | 80,476 | 73,706 | |||||
Tax prepayments | 30,244 | 40,946 | |||||
Advance payments | 20,992 | 31,113 | |||||
Security deposits | 20,670 | 17,584 | |||||
Other | 7,803 | 8,819 | |||||
160,185 | 172,168 |
- 21 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
09/30/2008 | 12/31/2007 |
6.4) | Deposits - Other |
Balances of accounts without movements | 191,905 | 200,367 | |||||
Unemployment fund for workers of the construction industry | 54,452 | 47,187 | |||||
Attachments | 15,856 | 15,243 | |||||
Special deposits related to inflows of foreign funds | 4,785 | 6,953 | |||||
Security deposits | 3,763 | 5,139 | |||||
Orders payable | 545 | 1,045 | |||||
Other | 22,912 | 19,467 | |||||
294,218 | 295,401 |
6.5) | Other liabilities from financial intermediation - Other |
Other payment orders pending settlement | 85,564 | 58,289 | |||||
Purchase of preferred shares of Nuevo Banco Bisel S.A.- SEDESA (see note 2.6) | 71,653 | 68,890 | |||||
Amounts payable | 64,547 | 52,730 | |||||
Other withholdings and additional withholdings | 53,095 | 48,791 | |||||
Collections and other transactions on account and behalf of others | 42,353 | 66,752 | |||||
Retirement pension payment orders pending settlement | 33,107 | 15,203 | |||||
Miscellaneous subject to minimum cash requirements | 30,515 | 18,533 | |||||
Miscellaneous not subject to minimum cash requirements | 29,125 | 38,114 | |||||
Miscellaneous | 27,536 | 30,431 | |||||
437,495 | 397,733 |
6.6) | Other Liabilities - Other |
Taxes payable | 190,058 | 101,725 | |||||
Miscellaneous payables | 52,743 | 59,901 | |||||
Salaries and payroll taxes payable | 14,880 | 10,338 | |||||
Withholdings on salaries | 5,793 | 5,105 | |||||
Prepayment for the sale of assets | 2,636 | 4,657 | |||||
Other | 1,932 | 1,931 | |||||
268,042 | 183,657 |
6.7) | Memorandum accounts - Debit-balance accounts - Control - Other |
Checks and securities in custody | 2,479,467 | 2,398,401 | |||||
Managed portfolios (see note 12) | 396,662 | 407,378 | |||||
Checks not yet collected | 386,003 | 371,082 | |||||
Checks and securities to be debited | 196,088 | 144,302 | |||||
Checks and securities to be collected | 73,252 | 73,803 | |||||
3,531,472 | 3,394,966 |
09/30/2008 | 09/30/2007 |
6.8) | Financial income - Net income from government and private securities |
Income from government securities | 195,684 | 140,496 | |||||
Income from participation in financial trusts | 37,030 | 20,291 | |||||
Other | 15,263 | 12,273 | |||||
247,977 | 173,060 |
- 22 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
09/30/2008 | 09/30/2007 |
6.9) | Financial income - Other |
Income from assets subject to financial lease | 42,859 | 34,983 | |||||
Interest on loans for export prefinancing and financing | 34,798 | 26,557 | |||||
Premiums on reverse repurchase agreements with the financial sector | 34,755 | 27,882 | |||||
Other | 11,381 | 3,900 | |||||
123,793 | 93,322 |
6.10) | Financial expense - Other |
Turnover tax | 43,954 | 22,860 | |||||
Valuation allowance of loans to the government sector - Communiqué “A” 3,911 | 29,982 | 12,128 | |||||
Premiums on repurchase agreements with the financial sector | 3,486 | 11,388 | |||||
Other | 286 | ||||||
77,422 | 46,662 |
6.11) | Service-charge income - Other |
Debit and credit card income | 78,867 | 56,770 | |||||
Service commissions - UTE (see note 2.4) | 10,470 | 9,851 | |||||
Rental of safe deposit boxes | 7,847 | 6,800 | |||||
Other | 11,122 | 20,428 | |||||
108,306 | 93,849 |
6.12) | Service-charge expense - Other |
Debit and credit card expense | 34,625 | 30,057 | |||||
Turnover tax | 15,850 | 15,417 | |||||
Commissions on loan placements | 6,126 | 8,073 | |||||
Other | 12,726 | 11,863 | |||||
69,327 | 65,410 |
6.13) | Administrative expenses - Other operating expenses |
Maintenance, conservation and repair expenses | 22,698 | 19,154 | |||||
Security services | 20,951 | 18,076 | |||||
Electric power and communications | 17,845 | 15,231 | |||||
Leases | 11,297 | 10,531 | |||||
Stationery and office supplies | 8,016 | 8,051 | |||||
Insurance | 3,535 | 3,715 | |||||
84,342 | 74,758 |
- 23 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
09/30/2008 | 09/30/2007 |
6.14) | Other income - Other |
Gain on transactions or sale of bank premises and equipment, and other assets | 8,275 | 2,898 | |||||
Other adjustments and interest on other receivables | 3,661 | 1,808 | |||||
Services provided to Banco del Tucumán S.A. | 3,429 | 990 | |||||
Certifications | 666 | 297 | |||||
Credit cards | 521 | 1,451 | |||||
Leases | 328 | 263 | |||||
Other | 20,554 | 14,005 | |||||
37,434 | 21,712 |
6.15) | Other expense - Other |
Tax on bank account transactions | 21,400 | 14,755 | |||||
Non-computable VAT credit | 11,711 | 10,526 | |||||
Shareholders’ personal assets tax | 10,041 | 8,817 | |||||
Turnover tax | 3,379 | 1,180 | |||||
Donations | 2,128 | 905 | |||||
Corporate bonds issuance expenses | 110 | 8,146 | |||||
Other | 8,203 | 9,498 | |||||
56,972 | 53,827 |
7. | RESTRICTED ASSETS |
As of Septiembre 30, 2008 and December 31, 2007, the following Bank’s assets are restricted:
7.1) | Government and private securities: |
a) | Secured Bonds under Presidential Decree No. 1,579/02 for 23,082 and 30,283 (face value Ps. 24,400,000), respectively, provided as security for the loan received from Banco de Inversión y Comercio Exterior S.A. (BICE) to finance the "Paso San Francisco" public work, in accordance with the note sent by the Bank on November 5, 2002, BICE's reply dated November 18, 2002, and the security agreement covering the abovementioned securities dated January 29, 2004. |
b) | Central Bank notes (NOBACs) for 38,672 and 16,575 (for a face value of Ps. 37,210,000 and 16,202,000), respectively, used to perform forward foreign currency trading transactions through Rosario Futures Exchange (ROFEX) and Mercado Abierto Electrónico S.A. (MAE). |
c) | NOBACs, in Argentine pesos with variable coupon (BADLAR), for an amount of 29,981 and 48,087 (for a face value of Ps. 29,000,000 and 47,000,000, respectively) used to guarantee the repayment of the loan in pesos agreed upon under the Global Credit Program for Micro-, Small- and Medium-sized Enterprises received from the Under-department of Small- and Medium-sized Enterprises and Regional Development (SSEPyMEyDR). |
d) | Other government securities for of 250 and 294, respectively. |
7.2) | Loans: |
a) | Agreements for loans backed by pledges and unsecured loans for 9,553 and 12,801, respectively, provided as guarantee in favor of the Mypes II Trust Fund, in full compliance with the terms and conditions of the program called “Mypes II (a)” and under the Global Credit Program for Small-sized and Micro-enterprises (see note 13.2.) to the consolidated financial statements). |
b) | Guaranteed Loans for 185,811 and 212,298 and Mortgage Bills for 18,491 and 26,389, respectively, securing the loan granted by the Central Bank to former Nuevo Banco Suquía S.A. to purchase “Argentine Government Bonds 2005, 2007 and 2012”, used for the deposit exchange option exercised by the holders of deposits with such bank. |
- 24 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
7.3) | Other receivables from financial intermediation: |
a) | It includes Central Bank unavailable deposits for 552, as provided by Central Bank Communiqué “A” 1,190. The Bank has recorded allowances covering 100% of this receivable. |
b) | Special guarantee checking accounts opened in the Central Bank for transactions related to the electronic clearing houses and similar entities, for an amount of 149,527 and 152,101, respectively. |
c) | Contribution to the Risk Fund of Garantizar S.G.R. (mutual guarantee association) for 9,948 and 10,000, respectively, made by the Bank on December 13, 2007, in its capacity as contributory partner of such company. Such contribution may be fully or partially reimbursed once two years have elapsed from the date of contribution. |
7.4) | Investments in other companies: |
a) | Irrevocable capital contributions to Tunas del Chaco S.A., Emporio del Chaco S.A. y Proposis S.A. in the amount of 450 (150 to each company), under the deferment of federal taxes, subscribed in accordance with the promotion system established by Law No. 22,021, as amended by Law No. 22,702, which provides that the investment must be kept in assets for a term not shorter than five years starting on January 1 of the year subsequent to that when the investment was made (investment year:2003). |
b) | Preferred shares of Nuevo Banco Bisel S.A. amounting to 66,240 with a secured first-degree security agreement in favor of SEDESA to guarantee to such Company the price payment and the compliance with all the obligations assumed in the purchase and sale agreement dated May 28, 2007 (see note 2.6.). |
7.5) | Other receivables: |
a) | Security deposits related to credit card transactions for 12,796 and 12,011, respectively. |
b) | Other security deposits for 7,874 and 5,573, respectively. |
8. | TRANSACTIONS WITH COMPANIES FALLING UNDER ARGENTINE BUSINESS ASSOCIATIONS LAW No. 19,550, SECTION 33 |
The receivables/payables and income (loss) from transactions performed with subsidiaries and affiliates according to the provisions of Law No. 19,550 are as follows:
Nuevo Banco Bisel S.A. | Banco del Tucumán S.A. | Macro Bank Limited | Macro Securities S.A. Sociedad De Bolsa | Other subsidiaries (1) | September 30, 2008 | December 31, 2007 | ||||||||||||||||
ASSETS | ||||||||||||||||||||||
Cash | 2,229 | 2,229 | 2,258 | |||||||||||||||||||
Loans | 46,980 | 46,980 | ||||||||||||||||||||
Other receivables from financial intermediation | 662,095 | 70,000 | 5,720 | 17,190 | 755,005 | 443,099 | ||||||||||||||||
Other receivables | 688 | 556 | 2 | 13 | 1,259 | 1,349 | ||||||||||||||||
Items pending allocation | 1 | 1 | ||||||||||||||||||||
Total assets | 709,763 | 70,557 | 7,951 | 17,190 | 13 | 805,474 | 446,706 |
- 25 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
Nuevo Banco Bisel S.A. | Banco del Tucumán S.A. | Macro Bank Limited | Macro Securities S.A. Sociedad De Bolsa | Other subsidiaries (1) | September 30, 2008 | December 31, 2007 | ||||||||||||||||
LIABILITIES | ||||||||||||||||||||||
Deposits | 303 | 2,901 | 361 | 3,565 | 2,700 | |||||||||||||||||
Other liabilities from financial intermediation | 661,921 | 70,024 | 5,821 | 17,435 | 755,201 | 550,340 | ||||||||||||||||
Other liabilities | 31 | 96 | 127 | 69 | ||||||||||||||||||
Items pending allocation | 150 | 150 | ||||||||||||||||||||
Total liabilities | 662,102 | 70,120 | 6,124 | 20,336 | 361 | 759,043 | 553,109 | |||||||||||||||
MEMORANDUM ACCOUNTS | ||||||||||||||||||||||
Debit-balance accounts - Control | 661 | 192,986 | 193,647 | 18,550 | ||||||||||||||||||
Debit-balance accounts - Derivatives | 502,164 | 502,164 | ||||||||||||||||||||
Credit-balance accounts - Contingent | 2,213 | 2,213 | 2,213 | |||||||||||||||||||
Credit-balance accounts - Derivatives | 95,700 | 95,700 |
Nuevo Banco Bisel S.A. | Banco del Tucumán S.A. | Macro Bank Limited | Macro Securities S.A. Sociedad De Bolsa | Other subsidiaries (1) | September 30, 2008 | September 30, 2007 | ||||||||||||||||
INCOME (LOSS) | ||||||||||||||||||||||
Financial income | 27,724 | 1,765 | 3 | 29,492 | 8,458 | |||||||||||||||||
Financial expense | (16 | ) | (813 | ) | (6 | ) | (835 | ) | (4,863 | ) | ||||||||||||
Service-charge income | 2 | 18 | 32 | 2 | 54 | 404 | ||||||||||||||||
Service-charge expense | (1 | ) | ||||||||||||||||||||
Other income | 3,429 | 3,429 | 990 | |||||||||||||||||||
Total income (expense) | 27,710 | 4,399 | (6 | ) | 35 | 2 | 32,140 | 4,988 |
(1) | Figures related to the subsidiaries Sud Inversiones & Análisis S.A., Macro Fondos S.A. Sociedad Gerente de Fondos comunes de Inversión and Red Innova Administradora de Fondos de Inversión S.A. “en liquidación” (“in liquidation”). |
- 26 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
In addition, the Bank and its subsidiaries perform related party transactions in the normal course of business, both with respect to interest rate and prices, and guarantees required.
In this respect, the financing granted to such related parties amounted to 13,000 and 15,785 as of September 30, 2008, and December 31, 2007, respectively (consolidated figures). Additionally, deposits amounted to 169,743 and 141,683 (consolidated figures) as of those dates.
Also, as of September 30, 2008, the Bank had recorded foreign currency trading transactions without delivery of the underlying asset and involving related parties, in its memorandum accounts, for a net (selling) position of 95,751. According to the Bank’s policy, they are matched in terms of amounts and maturity with transactions carried out with non-related parties. As of September 30, 2008, the net intermediation income from such transaction generated earnings of around 164 for the Bank.
Finally, during the first quarter for this year, the Bank sold miscellaneous assets to a related company, which generated income amounting to 3,306. In addition, during the fiscal year ended December 31, 2007, income in this regard amounted to 2,987.
9. | CAPITAL STOCK |
The Bank’s subscribed and paid-in capital as of September 30, 2008, amounts to 683,979. In addition, since December 31, 2003, the Bank’s capital stock has changed as follows:
- As of December 31, 2003 | 608,943 | |||
- Capital stock increase approved by the shareholders’ meeting of September 26, 2005 (1) | 75,000 | |||
- Capital stock increase approved by the shareholders’ meeting of June 4, 2007 (see Note 2.7) | 36 | |||
As of September 30, 2008 | 683,979 |
(1) | On September 26, 2005, the Bank’s general regular and special shareholders’ meeting approved a capital increase of up to a face value of Ps. 75,000,000 (face value: seventy-five million Argentine pesos), through the issuance of up to 75,000,000 new common, registered, Class “B” shares with a face value of Ps. 1, each one entitled to one vote, and entitled to dividends under the same conditions as common, registered, Class “B” shares outstanding upon issuance, to be publicly subscribed in Argentina or abroad. On January 6, 2006, the Bank submitted to the U.S. Securities and Exchange Commission (SEC) an application for registration of the abovementioned stock issue. Finally, on March 24, 2006, the Bank’s stock began to be listed on the New York Stock Exchange. During the year ended December 31, 2006, such capital increase was fully subscribed and paid in. As required by CNV General Resolution No. 368/01, the Bank informs that has applied all funds resulting from the public subscription of shares to finance its general business operations, increasing its lending capacity and obtain funds for potential acquisitions. |
On the other hand, as a result of the international macroeconomic context and the fluctuations of the capital markets in general, among other effects, the prices of local shares have been affected, including those of the Bank. Therefore, considering the Bank’s financial strength and in line with its commitment to shareholders, as of January 8, 2008, the Board of Directors decided to authorize the repurchase of its own common registered Class B shares with a face value of Ps. 1, each entitled to 1 vote, whether as shares or as American Depositary Shares (ADS). Given the successive extensions and changes made by the Bank’s Board of Directors, as of the date of these financial statements, the maximum amount to be invested by virtue of this program is 495,000, without exceeding the amount of 102,000,000 shares, and the price payable should range between Ps. 0,01 to Ps. 4 per share. Such authorization is effective until December 18, 2008.
In accordance with the above, from January 21, 2008, through October 30, 2008, the Bank acquired 61,743,000 common Class B shares with a face value of Ps. 1 and entitled to 1 vote each and 114,800 ADSs (equivalent to 1,148,000 common Class B shares with a face value of Ps. 1 and entitled to 1 vote each) for a total amount of 339,923. As of September 30, 2008, the amount for repurchasing own shares totaled 272,574.
- 27 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
On April 29, 2008, the Bank’s general regular and special shareholders’ meeting approved the actions taken through that date and delegated to the Board of Directors the power to sell the shares mentioned in the previous paragraph during a three-year term from the acquisition thereof. After such term, capital stock shall be reduced by operation of law for an amount equal to the nominal value of shares held in portfolio, which will be cancelled.
On October 1, 2008, the Bank’s Board of Directors requested the Buenos Aires Stock Exchange’s prior authorization to reduce the subscribed and paid in capital stock by an amount of up to 60,000 representing 60,000,000 Class B shares (with a face value of Ps. 1, each entitled to 1 vote), or the lesser amount of own shares reacquired through the date prior to the date on which the summons for the special shareholders’ meeting, (which would be discussing the capital stock reduction), was issued.
As of the date of issuance of these financial statements, the BCBA has not issued its decision in this respect.
10. | CORPORATE BONDS ISSUANCE |
The corporate bond liabilities recorded in the accompanying financial statements amount to:
Class | Original value | 09/30/2008 | 12/31/2007 | ||||||||
Subordinated corporate bonds | USD | 83,000,000 | a.1) and a.2) | 23,129 | 13,878 | ||||||
Subordinated corporate bonds | USD | 4,000,000 | b) | 1,761 | 2,503 | ||||||
Subordinated corporate bonds | USD | 150,000,000 | c.1) | 482,501 | 474,314 | ||||||
Nonsubordinated corporate bonds | USD | 150,000,000 | c.2) | 414,182 | 489,390 | ||||||
Nonsubordinated corporate bonds | USD | 100,000,000 | c.3) | 318,331 | 310,147 | ||||||
Total | 1,239,904 | 1,290,232 |
a.1) | On February 19, 1996, the Bank’s general regular and special shareholders’ meeting authorized issuing Subordinated Corporate Bonds for up to a face value of USD 60,000,000, which was carried out on May 31, 1996. |
The net funds arising from the placement of the abovementioned corporate bonds were used to repay the loan borrowed from the FFCB (Bank Capitalization Trust Fund), currently the FFRE (Business Enterprise Reconstruction Trust Fund), due to the acquisition of certain assets and liabilities of Banco Federal Argentino.
On April 16, 2003, the Bank paid the last installment of the Subordinated Corporate Bond, pursuant to the payment schedule established.
a.2) | On April 12, 1995, the Bank’s general regular shareholders’ meeting approved creating a Global Program for the issuance of simple and unsecured Corporate Bonds, subordinated or not, nonconvertible into shares for up to an aggregate of USD 50,000,000, and it entrusted the Board of Directors with the task of setting the characteristics of the referred bonds (price, form, payment and placement conditions, among others). |
On July 20, 1998, the Bank received funds from a loan requested from FFCB for an amount of USD 5,000,000, whereby the Bank issued subordinated corporate bonds to finance the purchase of former Banco de Jujuy S.A.
On July 20, 2005, the Bank paid the last installment of the Subordinated Corporate Bond, pursuant to the payment schedule established.
Pursuant to the request made by the Bank to the Managing Committee of FFCB on July 26, 1999, to restructure the financing previously granted, a loan agreement was entered into on December 29, 1999, by BNA, as FFCB’s trustee, and the Bank, whereby FFCB granted a subordinated loan of USD 18,000,000, which was used by the Bank to strengthen its own computable equity.
- 28 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
On March 17, 2000, the Bank requested the CNV’s authorization to issue subordinated corporate bonds in the amount of USD 18,000,000 in order to repay the loan granted by the FFCB.
On December 29, 2006, the Bank paid the last installment of the Subordinated Corporate Bond, pursuant to the payment schedule established.
The installments of the corporate bonds mentioned in a.1) and a.2) were settled by the Bank in the original currency until February 3, 2002, on which the amounts payable were switched into pesos at Ps. 1-to-USD 1, adjusted by CER. In that regard, subsequent settlements were made following such method, taking into account what is stated in the following paragraphs.
Subsequently, the Managing Committee of FFRE objected to the dedollarization of 50% of its loans, as well as to certain aspects related to the applicable interest rate and the treatment of the compensatory and punitive interest, thus requesting the reassessment of the payments made.
In this regard, on April 20, 2007, the Bank paid 33,500 to settle the amounts owed for to the Subordinated Corporate Bonds with a face value of USD 60,000.000 and USD 5,000,000.
Also, on October 9, 2008, the Bank paid 23,536, to settle the amounts owed in relation to the Subordinated Corporate Bonds with a face value of USD 18,000,000, with the Bank, BNA (in its capacity as trustee of FFRE and/or its successor) and FFRE, mutually committed to abandoning any administrative or legal proceedings resulting from the loan.
b) | On January 20, 1997, the general special shareholders’ meeting of former Banco de Salta S.A. (which was absorbed by the Bank) approved issuing Subordinated Corporate Bonds in the amount of USD 4,000,000 to exercise the power granted to it by the second clause of the Loan Agreement entered into with Banco Provincial de Salta (in liquidation) on June 28, 1996. In addition, the general special shareholders’ meeting of former Banco de Salta S.A. held on May 29, 1997, approved the IPO of such Corporate Bonds. Through Resolution No. 1,006, dated December 19, 1997, the CNV authorized the IPO of former Banco de Salta S.A. for the issuance of Corporate Bonds, and it also approved the public offering of such bonds. |
In addition, on October 19, 1999, through Resolution No. 13,043, the CNV authorized the transfer in favor of former Banco Macro Misiones S.A. (which was absorbed by the Bank) of the authorization granted to former Banco de Salta S.A. to issue the referred Corporate Bonds, since the latter merged with and into the former. Furthermore, it cancelled the authorization granted to former Banco de Salta S.A. for the public offering of its corporate bonds.
Through September 30, 2008, the Bank had amortized the equivalent of USD 3,200,000 (original value). The installments of the corporate bonds were settled by the Bank in the original currency until February 3, 2002, on which the amounts payable were switched into pesos at Ps. 1-to-USD 1, adjusted by CER.
c) | On September 1, 2006, the general regular shareholders’ meeting approved the creation of a Global Program for the Issuance of simple Corporate Bonds in a short, medium or long term, either subordinated or non-subordinated, with or without guarantee, in accordance with the provisions of Law No. 23,576, as amended by Law No. 23,962, and further applicable regulations, up to a maximum amount outstanding at any time during the term of the program of USD 400,000,000 (four hundred million US dollars), or an equal amount in other currencies, under which it will be possible to issue different classes and/or series of corporate bonds denominated in US dollars or other currencies and reissue the successive classes or series to be amortized. |
On June 4, 2007, the general regular and special shareholders’ meeting approved the increase of the USD 400,000,000 cap (four hundred million US dollars) of the Global Program for the Issuance of Corporate Bonds to USD 700,000,000 (seven hundred million US dollars), or an equal amount in other currencies, as set forth in the original program.
c.1) | On December 18, 2006, under the abovementioned Global Program, Banco Macro S.A. issued the 1st series of Class 1 subordinated notes for a face value of USD 150,000,000 (US dollars one hundred and fifty million). The main characteristics of this issuance are: |
- | Computable to the Bank’s required minimum capital (computable equity), as established by Communiqué “A” 4,576. |
- | The notes fall due within a 30-year term, with full amortization upon maturity (December 18, 2036), with a full redemption option in 10 years as from the issuance date. |
- 29 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
- | Interest payments will be made with a semiannual frequency (June 18 and December 18, every year). |
- | During the first 10 years, the interest rate will be a fixed one (9.75%), and a variable one for the remaining years (six-month LIBOR, plus 7.11%). As established by Communiqué “A” 4,576 the interest rate payable can be increased only once over the life of the instrument and subsequent to the 10-year term as from their issuance. |
- | They do not include covenants that change the subordination order. |
- | No interest on the notes will be neither fall due and payable if: (a) payments of such interest exceed the distributable amount, as defined in the pricing supplement dated November 23, 2006; (b) there is a general prohibition by the Central Bank; (c) the Bank is subject to the provisions of sections 34 or 35 bis, Financial Institutions Law; (d) the Bank is receiving financial assistance from the Central Bank under Article 17 of Central Bank Charter; (e) the Bank is not in compliance with or have failed to comply in a timely basis with reporting obligations to the Central Bank; and/or (f) the Bank is not in compliance with minimum capital requirements (both on an individual and consolidated basis) or with minimum cash reserves (on average). |
- | The unpaid interest is not cumulative. |
- | They have authorizations both for their public offering and their listing on domestic or foreign stock exchanges or markets. |
- | In no case, may the payment of interests exceed net unappropriated retained earnings (calculated under Communiqué “A” 4,591) which should be appropriated to a reserve created to such end, as established by Communiqué “A” 4,576. On April 29, 2008, the general regular shareholders’ meeting approved the creation of the special reserve to service interest payable during the fiscal year 2008. As of September 30, 2008, the remainder of such reserve amounted to 10,474. Also, on June 18, 2008, 22,160 were paid. |
The Bank used the funds derived from such issuance to grant loans.
c.2) | On January 29, 2007, the Bank issued the 1st series of Class 2 nonsubordinated corporate bonds at a fixed rate of 8.5% p.a., simple, not convertible into shares, fully amortizable upon maturity (February 1, 2017), for a face value of USD 150,000,000 (one hundred and fifty million US dollars), under the terms and conditions set forth in the price supplement dated January 10, 2007. Interest will be paid semiannually on February 1 and August 1 of every year, starting on August 1, 2007. Additionally, the Bank has the option to redeem such issuance, either fully or partially, at any time and periodically. The Bank used the funds derived from such issuance to grant loans. |
For the same reasons regarding the macroeconomic context summarized in note 9 above, as of September 30, 2008, the Bank repurchased nonsubordinated corporate bonds of this class for a face value amount of USD 20,350,000, having settled a face value amount of USD 19,500.000, therefore, the remaining principal outstanding totals a face value amount of USD 130,500,000. As of October 30, 2008, such repurchases total a face value amount of USD 32,725,000, having been fully settled; therefore, the remaining principal outstanding totals a face value amount of USD 117,275,000.
c.3) | On June 7, 2007, the Bank issued the 1st series of Class 3 nonsubordinated corporate bonds (peso-linked notes) at a fixed rate over principal in pesos of 10.75% p.a., simple, not convertible into shares, fully amortizable upon maturity (June 7, 2012), for a face value of USD 100,000,000 (one hundred million US dollars), under the terms and conditions set forth in the price supplement dated May 18, 2007. Interest will be paid semiannually on June 7 and December 7 of every year, starting on December 7, 2007. Additionally, the Bank will only be able to redeem such issuance for tax purposes. The Bank used the funds derived from such issuance to grant loans. |
For the same reasons regarding the macroeconomic context summarized in note 9 above, as of October 30, 2008, the Bank repurchased nonsubordinated corporate bonds of this class for a face value amount of USD 1,500,000, having been fully settled; therefore, the remaining principal outstanding totals a face value amount of USD 98,500,000.
- 30 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
The corporate bonds mentioned in c.1) through c.3) above both included "registration rights agreements" entered into by the Bank and the placing agents whereby Banco Macro S.A. agreed to file with the SEC (Securities Exchange Commission) and make its best efforts to obtain an authorization to exchange those issuances for those registered with the SEC. Such agreements established deadlines and penalties for the Bank to carry out the process.
On August 16, 2007, the SEC authorized the abovementioned exchange offers.
11. | DERIVATIVE FINANCIAL INSTRUMENTS |
The Bank performs transactions that involve derivative financial instruments, as established by Central Bank rules and professional accounting standards effective in Argentina. Such instruments mainly relate to:
- | Repurchase agreements of securities and foreign currency. |
- | Forward transactions without delivery of the underlying asset. |
- | Call and put options. |
- | Interest rate swap. |
Such transactions were valued as explained in notes 3.3.h.1), 3.3.h.2) and 3.3.m).
Positions of transactions effective as of September 30, 2008, and December 31, 2007, are as follows:
Transaction | 09/30/2008 | 12/31/2007 | |||||
Net liability position of repurchase agreements | (981,656 | ) | (787,288 | ) | |||
Net asset position of forward foreign-currency transactions without delivery of underlying asset (a) | 268,017 | 236,573 | |||||
Position of put options sold on BODEN 2007, 2012 and 2013 coupons (b) | 98,392 | 113,776 | |||||
Interest rate swap (c) | 29,194 | 29,388 |
Net income (loss) resulting from these transactions for the six-month periods ended September 30, 2008, and 2007, amount to income (loss):
Transaction | 09/30/2008 | 09/30/2007 | |||||
Premiums on reverse repurchase agreements | 36,107 | 29,427 | |||||
Premiums on repurchase agreements | (3,486 | ) | (11,985 | ) | |||
Interest rate swap | 864 | ||||||
Forward foreign-currency transactions offset | 9,165 | 2,235 | |||||
Transactions with options | 1,812 | ||||||
Total | 42,650 | 21,489 |
(a) | It is related mainly to negotiation transactions of forward foreign currency exchange rates, carried out through ROFEX and M.A.E. The differences of such trading transactions are settled on a daily basis based on the prices agreed upon and their quoted price upon maturity; the underlying asset is not delivered or received. |
- 31 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
(b) | Relates to put options on coupons of the Argentine Government Bonds provided in Presidential Decrees Nos. 905/02 and 1,836/02, as supplemented, which were received by the holders of rescheduled deposits through the exchanges implemented by the Argentine Government. |
(c) | Relates to an interest rate swap agreement whereby on a quarterly basis the Bank shall be entitled to receive the positive difference between 10.25% nominal interest p.a. and the variable rate agreed-upon in relation to a loan granted by the Bank (LIBOR at 90 days plus 2.9%), applied to the residual principal of such loan. In the event that the differences between both rates were negative, the Bank shall be required to pay the difference. This agreement expires September 27, 2018. |
The amount booked under the Bank’s memorandum accounts and disclosed previously, is related to the residual principal of the loan (notional value of the transaction).
12. | PORTFOLIO MANAGEMENT |
a) | On March 1, 1996, former Banco de Salta S.A. (which was absorbed by the Bank) and the Government of the Province of Salta entered into an “Agreement to Manage the Loan Portfolio of Banco Provincial de Salta (in liquidation)” related to the nonfinancial private sector, whereby the Bank undertakes to perform all acts necessary to manage such portfolio. In consideration thereof, the Province of Salta recognizes to the Bank a percentage of the amounts effectively recovered. |
As of September 30, 2008 and December 31, 2007, the loans portfolio managed for principal and interest, after application adjustments, amounted to 14,443 and 14,664, respectively.
b) | By virtue of the agreement formalized on August 11, 1998, between former Banco de Jujuy S.A. (which was absorbed by the Bank) and the Government of the Province of Jujuy, the Bank undertakes to perform all acts necessary to manage the loan portfolio of the former Banco de la Provincia de Jujuy and to provide a monthly report on the tasks performed. In consideration thereof, the Province of Jujuy recognizes to the Bank, for all accounts and as a lump-sum and total consideration, a percentage of the amounts actually recovered. |
As of September 30, 2008 and December 31, 2007, the loans portfolio managed amounts to 43,475 and 44,068, respectively.
c) | On April 6, 2001, through Provincial Decree No. 806, the Ministry of the Treasury of the Province of Salta approved an extension to the “Contract for the service of collecting, processing and arranging information, managing the loan portfolio and performing collection procedures related to the receivables of the IPDUV (Provincial Institute of Urban and Housing Development)" entered into on March 27, 2001, between such agency and the former Banco Macro S.A. Through that extension, the Bank will provide to the IPDUV, among others, the service of collecting the installments payable by successful bidders for housing and a service of performing collection procedures related to such institute’s receivables. In consideration thereof, the IPDUV recognizes to the Bank a percentage of the amounts effectively recovered. |
As of September 30, 2008 and December 31, 2007, the loans portfolio managed amounts to 85,154 and 80,890, respectively.
d) | On August 19, 2002, ABN AMRO Bank N.V. Sucursal Argentina, as trustee, the former Scotiabank Quilmes S.A., as trustor, Banco Comafi S.A., as collecting agent and manager and the former Banco Bansud S.A. (currently Banco Macro S.A.), entered into an agreement for the LAVERC financial trust’s collection administration and management, whereby former Banco Bansud S.A. will be in charge of the collection management, custody, performance and any other task related to the corpus assets booked in the branches of former Scotiabank Quilmes S.A. received. |
Through Resolution No. 523 of August 20, 2002, the Central Bank Board of Governors -under Section No. 35 bis II b), Financial Institutions Law- provided for excluding certain secured liabilities and the equivalent amount of certain assets from Scotiabank Quilmes S.A. (SBQ), and it authorized the transfer of 35% of total excluded assets (including certificates of participation in the LAVERC trust) and liabilities in favor of the former Banco Bansud S.A. In addition, the abovementioned Resolution authorized the former Banco Bansud S.A. to incorporate 36 branches that belonged to SBQ at the time of the transfer.
As of September 30, 2008 and December 31, 2007, the portfolio managed by the Bank amounted to 127,410 and 136,810, respectively.
- 32 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos, except for where indicated)
e) | On June 30, 2006, the Bank and Sud Inversiones y Análisis S.A. entered into a management and custody agreement regarding the “RETUC 1” trust loan portfolio. |
As of September 30, 2008, and December 31, 2007, the portfolio managed by the Bank for principal and accrued interest amounted to 62,497 and 63,037, respectively. See also note 15.2 to the stand-alone financial statements.
f) | In addition, as of September 30, 2008 and December 31, 2007, the Bank had under its management other portfolios for total amounts of 63,683 and 67,909, respectively. |
13. | MUTUAL FUNDS |
As of September 30, 2008, the Bank, in its capacity as Depository Company, held in custody the shares of interest subscribed by third parties and securities from the following mutual funds:
Fund | Shares of interest | Shareholders’ equity | Investments (a) | |||||||
Pionero Pesos | 427,234,971 | 536,347 | 395,979 | |||||||
Pionero Renta Ahorro | 40,104,454 | 50,117 | 48,065 | |||||||
Pionero Latam | 21,056,178 | 61,220 | 57,414 | |||||||
Pionero F.F. - Fideicomiso Financieros | 15,898,184 | 17,587 | 17,567 | |||||||
Pionero Renta | 8,470,738 | 16,303 | 14,662 | |||||||
Pionero Crecimiento | 2,040,607 | 3,866 | 3,642 | |||||||
Pionero Global | 779,221 | 794 | 787 | |||||||
Galileo Event Driven F.C.I. | 8,691,692 | 43,704 | 41,127 | |||||||
Galileo Argentina F.C.I. | 3,054,449 | 9,566 | 9,255 |
(a) | These amounts reflect the mutual funds’ investment portfolios and are recorded under the “Checks and securities in custody” memorandum account. |
14. | BANK DEPOSIT GUARANTEE INSURANCE SYSTEM |
Law No. 24,485, and Presidential Decree No. 540/95, provided for the organization of a Bank Deposit Guarantee Insurance System, characterized as being limited, mandatory and for valuable consideration, designed to provide coverage for risks inherent in bank deposits, subsidiary and supplementary to the bank deposit privileges and protection offered by the system created by Financial Institutions Law. Such law also provided for the organization of SEDESA to manage the Deposit Guarantee Fund. Such company was organized in August 1995. The Bank holds a 8.3544% equity interest therein, according to the percentages set forth in Central Bank Communiqué “B” 9,229 of March 25, 2008.
This system shall cover the deposits in Argentine pesos and foreign currency with the participating institutions as checking accounts, savings accounts, certificates of deposit or any other modes determined by the Central Bank, as long as fulfilling the requirements under Presidential Decree No. 540/95 and any others established by the enforcement agency. On the other hand, the Central Bank established that the deposits made by other financial institutions, those made by persons related to the Bank, deposits of securities, among others, would be excluded from the deposit guarantee system.
- 33 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22)
(Figures stated in thousands of pesos, except for where indicated)
15. | TRUST ACTIVITIES |
The Bank is related to different types of trusts. Below the different trust agreements are disclosed, according to the Bank’s business purpose:
15.1. | Financial trusts for investment purposes. |
As of September 30, 2008, and December 31, 2007, the amounts recorded in the Bank’s financial statements for holdings of certificates of certification (net of allowances for 38,882 and 27,367, respectively) and debt securities in financial trusts under “Other receivables from financial intermediation - Other not covered by debtor classification standards” were as follows:
Financial trust | 09/30/2008 | 12/31/2007 | |||||
Certificates of participation: | |||||||
Tucumán (a) | 19,151 | 134,474 | |||||
San Isidro (b) | 16,782 | 16,782 | |||||
Tarjeta Shopping (c) | 15,381 | ||||||
Godoy Cruz (d) | 13,965 | 12,511 | |||||
Metroshop (c) | 12,206 | ||||||
Luján (e) | 43,530 | ||||||
Other | 12,783 | 13,165 | |||||
Subtotal certificates of participation | 90,268 | 220,462 | |||||
Debt securities: | |||||||
Secubono (c) | 30,591 | 4,055 | |||||
Megabono (c) | 27,808 | ||||||
Consubono (c) | 26,441 | ||||||
Garbarino (c) | 26,249 | ||||||
Tarjeta Shopping (c) | 23,108 | 29,989 | |||||
Confibono (c) | 22,118 | ||||||
Consubond (c) | 19,092 | ||||||
Fidebica (c) | 7,239 | ||||||
Metroshop (c) | 4,655 | 12,425 | |||||
Onext (f) | 14,524 | ||||||
Others | 17,853 | 16,037 | |||||
Subtotal debt securities | 205,154 | 77,030 | |||||
Total | 295,422 | 297,492 |
- 34 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22)
(Figures stated in thousands of pesos, except for where indicated)
(a) | Fideicomiso Tucumán |
On August 31, 2005, Federalia Sociedad Anónima de Finanzas, Maxifarm S.A. and Gabrinel S.A., in their capacity as trustors, entered into a trust agreement that created the financial trust “Fideicomiso Financiero Tucumán”.
The trustors assign to the trust debt securities issued by the trust “Fideicomiso República”, the purpose of which is the recoverability of certain assets, mainly loans and real property of former Banco República.
In addition, the purpose of the trust "Fideicomiso Tucumán” is to collect debt securities issued by the trust “Fideicomiso República” and settle the certificates of participation issued. To this end, Class “A” and Class “B” certificates of participation in the trust “Fideciomiso Tucumán” were issued. Class “B” certificates of participation are subordinated to the collection of Class “A” certificates of participation.
As of December 31, 2007, Banco Macro S.A. was the beneficiary of 100% of Class “A” certificates of participation.
On June 6, 2008, Federalia Sociedad Anónima de Finanzas and Maxifarm S.A. (beneficiaries of Class “B” certificates of participation in the trust “Fideicomiso Tucumán”) partially redeemed their Class “B” certificates of participation issued by the trust, receiving the residual values of the debt securities issued by the trust “Fideicomiso República” as consideration. Furthermore, Federalia Sociedad Anónima de Finanzas and Maxifarm S.A. released the Class “B” certificate of participation, which was purchased by Banco Macro S.A.
Given the nature of the remaining corpus assets, it was appropriate to partially modify Class “A” certificates of participation, which were replaced by a Class “A” certificate in Argentine pesos and a Class “A” certificate of participation in US dollars, both in favor of Banco Macro S.A.
On July 29, 2008, Banco Macro S.A. as beneficiary of 100% of the certificates of participation issued by Fideicomiso Tucumán, exercised the “Redemption in kind” option, requesting the total redemption of the “A” certificate of participation in Argentine pesos, the “A” certificate of participation in US dollars and the partial redemption of the “B” certificate of participation.
As per the latest accounting information available to date, corpus assets amounted to about 48,177. The recoverable value of corpus assets exceeds the Bank’s book values.
This trust will end with the full settlement of the certificates of participation.
(b) | Fideicomiso San Isidro |
The purpose of the trust “Fideicomiso San Isidro” is to realize the real property received in trust and to use the proceeds to settle the certificates issued by the trust. This means that cash flows for the settlement of certificates of participation would result from the sale of the real property mentioned in the preceding paragraph.
Therefore, on June 4, 2001, the former República S.A. de Finanzas, in its capacity as trustor, entered into a trust agreement, whereby the financial trust “San Isidro” was created.
By virtue of the agreement, the trustor assigned to the trust a real property located in San Isidro, Province of Buenos Aires, to realize it and to use the proceeds to settle the certificates of participation issued by the trust: Class “A”, Class “B” (subordinated to the Class “A” certificate of participation) and Class “C” for the remainder (subordinated to the Class “A” and Class “B” certificates of participation).
The certificates of participation were delivered to Banco Macro S.A. (the Bank owns 100% of the certificates issued by the trust) to repay the loan previously granted to República S.A. de Finanzas.
On May 10, 2007, a real property development agreement was signed to carry out the Real Property Project, based on a decision by the trust’s beneficiaries in conformity with the provisions set forth in the trust agreement.
As per the latest accounting information available to date, corpus assets amounted to about 71,152.
- 35 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22)
(Figures stated in thousands of pesos, except for where indicated)
This trust will end with the settlement of the certificates of participation and/or the sale of corpus assets.
(c) | Mainly including provisional certificates of participation and debt securities issued in the different series of financial trusts through a public offering entered into by the Bank under underwriting agreements. Through those agreements, the Bank prepays the price for the placement of provisional securities to the trustor. Once final certificates and debt securities are issued and placed in the market, the Bank recovers the reimbursements plus the amount equal to the rate agreed upon. |
(d) | Fideicomiso Godoy Cruz |
On August 29, 2006, Banco Finansur S.A., as trustee, and Corporación de los Andes S.A., as trustor, entered into an agreement to create the trust called “Fideicomiso Financiero Godoy Cruz”.
The trustor assigned to the trust “Fideicomiso Godoy Cruz” buildings and plots of land located in the Godoy Cruz department, San Francisco del Monte district, Province of Mendoza.
In addition, Class “A”, Class “B” (subordinated to the Class “A” certificates of participation) and Class “C” (subordinated to Class “A” and Class “B”) certificates of participation were issued.
The purpose of the trust is to sell the assets mentioned above and to use the proceeds to settle the certificates of participation issued.
As of the date of these financial statements, Banco Macro S.A. is beneficiary of 100% of the Class “A” certificates of participation.
As per the latest accounting information available to date, corpus assets amounted to about 22,484.
This trust will end with the full settlement of the certificates of participation.
(e) | Fideicomiso Luján |
The financial trust “Fideicomiso Financiero Luján” was created to reduce the credit risk of the financing granted to Federalia S.A. de Finanzas. To such end, on May 20, 2003, Federalia S.A. de Finanzas, in its capacity as trustor, entered into an agreement to create the trust called “Fideicomiso Financiero Luján”.
The trustors assigned to the trust real property located in the Province of Buenos Aires, Argentina.
Furthermore, “Nuevo A”, “A Prima” (subordinated to the Class “Nuevo A” certificates of participation) and Class “B” certificates of participation (subordinated to the Class “A” and “A Prima” certificates of participation) were issued. As of December 31, 2007, Banco Macro S.A. was the beneficiary of 100% of the certificates of participation issued.
As of June 6, 2008, Banco Macro S.A. sold 100% of the certificates of participation to Federalia S.A. de Finanzas.
(f) | Fideicomiso Onext |
The purpose of the trust “Fideicomiso Onext” is to guarantee the repayment of the financing granted by the Bank and Banco Credicoop Cooperativo Limitado to Dalvian House S.A., Conjunto los Cerros S.A. and Dalvian Constructora S.A.
Consequently, on May 19, 2005, Dalvian House S.A. and Conjunto los Cerros S.A., in their capacity as trustors, entered into an agreement whereby the financial trust “Fideicomiso Financiero Onext” was created.
The trustors assigned certain real property to the trust “Fideicomiso Onext”. The purpose of such trust is to sell the real property to settle the debt securities issued by the trust and distribute the remaining corpus assets, if any, among the holders of the certificates of participation in their respective proportions.
As of the date of these financial statements, Banco Macro S.A. is beneficiary of 50% of the debt securities issued under “Fideicomiso Onext”.
- 36 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22)
(Figures stated in thousands of pesos, except for where indicated)
On July 16, 2008, an agreement was signed to liquidate and terminate the trust, with the related distribution of corpus assets.
15.2. | Trusts created using financial assets transferred by the Bank |
The Bank transferred financial assets (loans) to trusts for the purpose of issuing and selling securities the collection of which is guaranteed by the cash flow resulting from such assets or group of assets. This way, the funds originally used to finance loans are recovered early, increasing the Bank's lending capacity.
The trust in effect, created using assets transferred by the Bank, is shown below:
Name | Trustor | Trustee | Beneficiary | Creation date | Assets managed | |||||||||||
Fideicomiso Financiero "Retuc 1" | Banco Macro S.A. | S.I.A.S.A. | Cooperativa de Vivienda Cons. y Créd. Ltda. | 03/31/2006 | 3,184 | (1) |
(1) Amount of the corpus assets, as per the latest accounting information available to date.
15.3. | Trusts guaranteeing loans granted by the Bank |
As it is common in the Argentine banking market, the Bank requires, in some cases, that the debtors present certain assets or entitlements to receiving assets in a trust as a guarantee for the loans granted. This way, the risk of losses is minimized and access to the security is guaranteed in case of the debtor´s noncompliance.
Trusts usually act as conduits to collect cash from the debtor’s flow of operations and send it to the bank for the payment of the debtor’s loans and thus ensure compliance with the obligations assumed by the trustor and guaranteed through the trust.
Under this kind of trust, the Bank grants loans to trustors and creates a trust, where the trustor transfers an asset or right it owns to ensure compliance with the loan received.
Additionally, other guarantee trusts manage specific assets, mainly real property.
Provided there is no noncompliance or delays by debtor in the obligations assumed with the beneficiary, the Trustee shall not execute the guaranty and all excess amounts as to the value of the obligations are reimbursed by the Trustee to the debtor.
Below is a breakdown of the trusts that are effective to date:
Name | Trustor | Trustee | Beneficiary | Creation date | Assets managed | |||||||||||
Fideicomiso de Energía Distribuida II | Emgasud SA | S.I.A.S.A. | Banco Macro S.A. - ABN AMRO Bank | 05/25/2008 | 127,619 | (1) | ||||||||||
Fideicomiso de garantía Autopista Pilar – Pergamino I | Corredor Americano S.A. | S.I.A.S.A. | Banco Macro S.A.- Banco Hipotecario S.A.–Banco de Inversión y Comercio Exterior S.A. | 12/12/2007 | 65,833 | (1) | ||||||||||
Fideicomiso de garantía Transporte urbano de pasajeros de Rosario | Empresa mixta de Transporte de Rosario S.A. | Banco Macro S.A. | Nuevo Banco Bisel S.A. | 12/28/2007 | 19,050 | (1) | ||||||||||
Prenda y Cesión Fiduciaria en Garantía Sunny Land S.A. | Natural persons not related to the Bank | S.I.A.S.A. | Banco Macro S.A. | 04/04/2007 | 12,629 | (1) | ||||||||||
Prenda y Transferencia Fiduciaria en Garantía Fibra Papelera S.A. | Agrotécnica del Sur S.A. and natural persons not related to the Bank | S.I.A.S.A. | Banco Macro S.A. | 03/23/2007 | 12,016 | (2) | ||||||||||
Fideicomiso Reginald Lee | Reginald Lee S.A. | S.I.A.S.A. | Banco Macro S.A. | 02/26/2008 | 10,250 | (1) |
- 37 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22)
(Figures stated in thousands of pesos, except for where indicated)
Name | Trustor | Trustee | Beneficiary | Creation date | Assets managed | |||||||||||
Fideicomiso Provincia de Salta Avenida de Circunvalación | Province of Salta | Banco Macro S.A. | Banco Macro S.A. | 05/2006 | 7,125 | (3) | ||||||||||
Other (4) and (5) | 14,356 |
(1) | The Bank estimated the value of the managed assets based on the amount pending amortization as of September 30, 2008, of the loans granted. |
(2) | Related to the equity value of the shares transferred by the trustor to the trust. |
(3) | Related to the monthly average on a straight-line basis of the funds managed during the nine-month period ended September 30, 2008, or as from the starting date, if applicable. |
(4) | Related to the trusts related to the following trustors: La Veloz del Norte S.A., Province of Salta, Sucesión Yeizel Katz S.H., Municipality of the Province of Salta, Grunhaunt Construcciones S.A., Horizonte S.A., EN.J.A.S.A., Los Castillos S.A., Transporte Automotor Plaza S.A., Compañía de Inversiones y Participaciones S.A., Unider Internacional S.A., Conta Walter Mario S.R.L., Trenes de Buenos Aires and Aeropuertos del Neuquén S.A. |
(5) | Related to the following trusts undergoing liquidation proceedings: Casino Club, Fideicomiso de la Municipalidad Ciudad de Salta – Obra Puente Gobernador Roberto Romero and Fideicomiso Transporte Automotor Plaza. |
15.4. | Trusts in which the Bank acts as trustee (administration). |
The Bank performs management duties in relation to the corpus assets according to the agreements and only performs trustee duties and has no other interests in the trust.
In no case shall the Trustee be liable with its own assets or for any obligation deriving from the performance as trustee. Such obligations do not imply any type of indebtedness or commitment for the trustee and they will be fulfilled only through trust assets. In addition, the trustee will not encumber the corpus assets or dispose of them beyond the limits established in the related trust agreements. The fees earned by the Bank from its role as trustee are calculated according to the terms and conditions of the agreements.
Trusts usually manage funds derived from the activities performed by trustors. On the last day of each month, the trust’s assets are not material because they are transferred periodically by the trustee (the Bank) to the beneficiary according to the trust agreement. To such end, the Bank enters into administration trust agreements for the following main purposes:
(a) | Managing the trust’s corpus assets to guarantee in favor of the beneficiary the existence of the resources required to finance and/or pay certain obligations, such as the payment of amortization installments regarding work or service certificates, and the payment of invoices and fees stipulated in the related agreements. |
(b) | Promoting the production development of the private economic sector at a provincial level. |
(c) | Being a party to public work concession agreements granting road exploitation, management, keeping and maintenance. |
Additionally, other guarantee trusts manage specific assets, mainly real property.
Below is a breakdown of the trusts that are effective to date:
Name | Trustor | Trustee | Beneficiary | Creation date | Assets managed | |||||||||||
Fideicomiso para el Fortalecimiento y Saneamiento Municipal - Banco Macro Bansud S.A. y Gobierno Provincial - Ley 5435 | Provincial government | Banco Macro S.A. | Municipalities and municipal commissions of the Province of Jujuy | 12/29/2004 | 101,374 | (1) |
- 38 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22)
(Figures stated in thousands of pesos, except for where indicated)
Name | Trustor | Trustee | Beneficiary | Creation date | Assets managed | |||||||||||
Fideicomiso de Garantía CONTA | Conta Walter Mario S.R.L. | Banco Macro S.A. | Barclays Bank PLC | 04/20/2007 | 30,516 | (2) | ||||||||||
Fideicomiso Saeta - Banco Macro Bansud S.A. | Sociedad Anónima de Transporte Automotor (S.A.E.T.A.) | Banco Macro S.A. | Employees of companies, social security agencies, statutory health care organizations, tax authorities, among others. | 10/06/2005 | 12,463 | (1) | ||||||||||
Fideicomiso IPSS | Ministry of Treasury and Public Works of Salta | Banco Macro S.A. | Health Institute of the Province of Salta | 03/28/2003 | 9,065 | (1) | ||||||||||
Fideicomiso No Financiero entre Banco Macro S.A. y la Secretaría de Estado de Economía de la Provincia de Jujuy | Economy Department of the Province of Jujuy | Banco Macro S.A. | Economy Department of the Province of Jujuy | 05/11/2000 | 6,675 | (1) | ||||||||||
Other (3) | 15,653 |
(1) | Related to the monthly average on a straight-line basis of the funds managed during the nine-month period ended September 30, 2008, or as from the starting date, if applicable. |
(2) | The Bank estimated the value of the managed assets based on the amount pending amortization of the as of September 30, 2008, of the loans granted. |
(3) | Related to the trusts related to the following trustors: Province of Misiones, Municipality of the City of Salta, Province of Salta, Ministry of Treasury of the Province of Salta and the Ministry of Public Health of Salta, Hospital Privado Centro Médico Córdoba and Cooperativa de Agua Potable y Otros Servicios. |
16. | COMPLIANCE WITH REQUIREMENTS TO ACT AS OVER-THE-COUNTER SECURITIES MARKET BROKER |
Under CNV Resolution 368/01, the Bank’s shareholder’s equity exceeds the minimum amount required.
17. | ACCOUNTS IDENTIFYING COMPLIANCE OF THE MINIMUM CASH REQUIREMENT |
The items computed by the Bank to constitute the minimum cash requirement for September 2008 are listed below, indicating the balances as of month-end of the related accounts:
Item | Balance as of 09/30/2008 | |||
Cash | ||||
Cash on hand | 512,512 | |||
Amounts in Central Bank accounts | 1,573,005 | |||
Other receivables from financial intermediation | ||||
Special guarantee accounts with the Central Bank | 149,527 | |||
Total | 2,235,044 |
- 39 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22)
(Figures stated in thousands of pesos, except for where indicated)
18. | CLAIMS FROM THE FEDERAL PUBLIC REVENUE AGENCY (AFIP) – FEDERAL TAX BUREAU (DGI) |
a) | On January 21, 2002, the former Banco Bansud S.A. requested from the above agency that it be included in the debt consolidation, interest and fines exemption and installment plan system provided by Presidential Decree No. 1,384/01 in order to settle the tax payable that authorities had assessed ex-officio according to a resolution notified on December 19, 2001. |
The abovementioned claim from tax authorities related to income tax differences of the former Banco del Sud for the 1993 and 1994 tax years grounded on having challenged certain methods applied that –in the former Banco Bansud S.A.’s opinion– were consistent with the guidelines set by the specific regulations.
The amount that the Bank has requested to settle under the installment plan system is 10,780, which will be paid in 120 monthly installments. The amount in question was charged to income for the fiscal year ended December 31, 2001. As of September 30, 2008, the outstanding amount of 4,478 was recognized in the “Other liabilities” account.
b) | The former Banco Bansud S.A., on February 18 and November 12, 2002, and the Bank, on February 3, 2004, February 17, 2005, and February 17, 2006, filed appeals with the Federal Administrative Tax Court against the AFIP – DGI resolutions that, holding to the position mentioned in the preceding point, had objected the tax returns filed by the former Banco Bansud S.A for tax years ended from June 30, 1995, through June 30, 1999, and the six-month irregular period ended December 31, 1999. |
On February 2, 2005, February 2, 2006, and November 22, 2006, the Bank filed the appeals with the Federal Administrative Tax Court against the AFIP resolution that had objected to the 1998, 1999 and 2000 income tax returns of the former Banco Macro S.A.
The issues under discussion and on which the regulatory agency bases its position are the impossibility to deduct the credits with collateral security and the requirement to begin judicial collection proceedings for outstanding receivables to be deducted for tax purposes. Both issues were analyzed by the Federal Administrative Tax Court in similar cases, which issued a resolution in favor of the position assumed by the Bank.
The Bank estimates that the abovementioned issues are unlikely to give rise to additional charges and, therefore, no provision was recorded for such amounts.
19. | CHANGES IN THE ARGENTINE MACROECONOMIC ENVIRONMENT, AND THE SITUATIONS OF THE FINANCIAL SYSTEM AND THE BANK |
The financial and capital markets
In the last few months, and more markedly so after the period ended September 30, 2008, the financial markets of the world's leading countries have been rocked by volatility, lack of liquidity and credit, leading to plunges in stock market indices. As a result of the combination of these elements, an economic deceleration on a worldwide scale ensued. In spite of the actions taken by the main countries, the future development of international markets remains uncertain.
In Argentina, specifically, also after the period ended September 30, 2008, and as a result of international financial conditions, stock markets registered marked decreases in the prices of government and private securities, as well as an increase in interest rates and in the country risk, among others. Furthermore, in October an announcement was made of a bill seeking to change the current privately-managed pension fund system.
Bank Management is in the process of constantly assessing the effects of the abovementioned situations, to determine the possible actions to take in light of possible impacts that may affect the future of its financial situation.
The accompanying financial statements should be read considering the circumstances previously mentioned.
Legal actions
The Argentine economic and financial situation worsened in late 2001, when the Argentine government suspended payments on the sovereign debt and imposed severe restrictions on cash withdrawals from financial institutions.
- 40 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22)
(Figures stated in thousands of pesos, except for where indicated)
The measures adopted by the Federal Executive with respect to the public emergency in political, economic, financial and foreign exchange matters triggered a number of legal actions (known as recursos de amparo – constitutional rights protection actions), brought by individuals and companies against the Federal Government, the Central Bank and the financial institutions for considering that Public Emergency Law and its supplementary regulations are unconstitutional.
In the specific case of deposits denominated in foreign currency, in some cases, the courts ordered the reimbursement of such deposits, either in foreign currency or at free foreign exchange rate at the time of reimbursement until a final judgment is issued with respect to the constitutionality of the conversion into pesos.
Some of these claims were treated by the Argentine Supreme Court, which issued resolutions on lower-court decisions for each particular case and in different manners.
On December 27, 2006, the case in re “Massa Juan Agustín v. the Federal Government et al for constitutional rights protection actions” and in other later pronouncements, the Argentine Supreme Court revoked prior instance judgments that ordered the reimbursement of deposits in US dollars and resolved that depositors are entitled to the reimbursement of their deposits switched into pesos at the Ps. 1.40-to-USD 1 exchange rate, adjusted by the CER through the payment date, and interest should be applied to such amount at a 4% rate p.a., which may not be compounded through the payment date. In addition, the judgment established that the amounts paid by financial institutions in the course of the lawsuit should be computed as payments towards the total resulting amount, which, ultimately, may not be higher than the US dollars the client deposited with each bank, as decided at prior court instances, provided that such judgment had not been appealed by the plaintiff. Also, each party would bear its own legal costs, and the legal costs ruled at the first and second instances were confirmed.
Subsequently, on August 28, 2007, within the framework of another case filed by a depositor against the Argentine Government, the Argentine Supreme Court of Justice clarified the treatment to be applied to the payments that had already been made by the banks to the depositors under lower court orders. In this regard, the amounts paid that should be charged as payment on account of the amount owed to the depositors should be considered according to the proportion that such amounts represent in relation to the original amount deposited, thus computing the values in US dollars, in regard to both the deposit as well as the payment on account.
As regards courts deposit in US dollars, on March 20, 2007, the Argentine Supreme Court ruled in the case “EMM S.R.L. v.TIA S.A. on ordinary proceedings on precautionary measures" holding the inapplicability of section 2 of Presidential Decree 214/2002 and that principal should, therefore, be reimbursed with no deterioriation in value whatsoever, and that the sums should be kept in their original currency and that the substance of the assets entrusted to the Bank in its capacity as court bailor cannot be validly changed.
As mentioned in notes 3.3.l.2) and 3.3.l.3), under Central Bank Communiqués “A” 3,916 and “A” 4,686, as of September 30, 2008, and December 31, 2007, the Bank continued capitalizing in “Intangible assets” the amounts of 26,287 and 31,152 at stand-alone level, respectively, and a total of 42,763 and 53,450 at consolidated level, respectively, net of related amortizations, with respect to the differences resulting from the payments of deposit-related court orders and the estimates of the additional effects of the abovementioned Supreme Court decision dated March 20, 2007, and the provisions of Presidential Decree No. 214/02, as supplemented.
Additionally, as of September 30, 2008, and December 31, 2007, the Bank booked the additional payables related to such regulation under the “Provisions” account in the amount of 7,800 and 7,970 at the stand-alone level, respectively, and a total of 17,514 and 21,146 at consolidated level, respectively. Considering what has been mentioned in note 3.3.l.2),the Bank’s Management believes that there would be no significant effects, other than those recognized in accounts, that could derive from the final outcome of such actions.
20. | RESTRICTION ON EARNINGS DISTRIBUTION |
a) | Central Bank Communiqué “A” 4,152 dated June 2, 2004, lifted the suspension of earnings distribution established by Communiqué “A” 3,574, but kept such distributions subject to certain requirements provided therein and to prior authorization from the SEFyC. In addition, through Communiqué “A” 4,589 and 4,591, the Central Bank published the general procedure to approve the request for the authorization to distribute earnings. |
b) | In addition, as mentioned in notes 3.3.l.2) and 3.3.l.3), the Bank capitalized under the “Intangible assets” account amounts for differences resulting from compliance with court orders related to the dedollarization of deposits. As established by such agency regarding the distribution of earnings, these amounts should be deducted from “Unappropriated earnings” as of year-end. As of September 30, 2008, such amount was 26,287 (net of amortizations). |
- 41 -
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22)
(Figures stated in thousands of pesos, except for where indicated)
c) | As mentioned in note 10.a), under the agreements entered into with the FFCB, the Bank may not distribute as cash dividends an amount exceeding 50% of liquid and realized income. In addition, the Bank may not distribute as cash dividends an amount exceeding 25% up to 50% of liquid and realized income, unless it redeems in advance subordinated corporate bonds for an amount equivalent to 50% of the total dividends distributed in cash. In this regard, on October 9, 2008, the Bank made the final payment of the subordinated corporate bond. |
d) | According to Law No. 25,063, the dividends distributed in cash or in kind will be subject to a 35% income tax withholding as a single and final payment. Dividend payments are subject to such withholding if they exceed the sum of: (i) the accumulated taxable earnings accumulated as of the year-end immediately prior to the payment or distribution date net of the income tax paid for the fiscal years which income is being distributed and (ii) certain tax-exempt income (such as dividend payments from other corporations). This is applicable for tax years ended as from December 31, 1998. |
e) | On June 16, 2006, the Bank and Crédit Suisse First Boston International entered into a loan agreement for USD 50,000,000, maturing on January 21, 2008, at LIBOR plus 1.95%. Such agreement includes restrictions mainly related to the compliance with the payments established. In the event of noncompliance with the agreement, the Bank will be unable to distribute dividends either directly or indirectly through its subsidiaries. On January 18, 2008, an addendum was signed changing the expiration date to January 21, 2010, and establishing a nominal interest rate of 8.55% p.a. |
21. | FINANCIAL STATEMENTS PUBLICATION |
Under Communiqué “A” 760, the Central Bank's prior intervention is not required for the publication of these financial statements.
22. | ACCOUNTING PRINCIPLES – EXPLANATION ADDED FOR TRANSLATION INTO ENGLISH |
These financial statements are presented on the basis of the accounting standards set forth by the BCRA and, except for the effects of the matters mentioned in note 5, in accordance with professional accounting standards effective in Argentina. Certain accounting practices applied by the Bank may not conform with accounting principles generally accepted in other countries.
Jorge H. Brito | ||||
Chairperson |
- 42 -
EXHIBIT A
DETAIL OF GOVERNMENT AND PRIVATE SECURITIES
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 | 09/30/2008 | |||||||||||||||||
Name | Market value | Book balance | Book balance | Position without options (1) | Options | Final position | |||||||||||||
GOVERNMENT AND PRIVATE SECURITIES | |||||||||||||||||||
GOVERNMENT SECURITIES | |||||||||||||||||||
Holdings for trading or financial intermediation | |||||||||||||||||||
- Local | |||||||||||||||||||
Consolidation bonds of social security payables in pesos – Third series at 2% | 62,815 | 62,815 | 646 | (16,962 | ) | (16,962 | ) | ||||||||||||
Federal government bonds in US dollars at LIBOR - Maturity: 2012 | 58,736 | 58,736 | 140,068 | 65,142 | 60,568 | 125,710 | |||||||||||||
Federal government bonds at 7% - Maturity: 2017 | 48,336 | 48,336 | 48,346 | 48,346 | |||||||||||||||
Discount bonds denominated in pesos - Maturity: 2033 | 35,075 | 35,075 | 8,611 | 24,082 | 24,082 | ||||||||||||||
Secured bonds under Presidential Decree No. 1,579/02 | 24,401 | 24,401 | 35,576 | 24,643 | 24,643 | ||||||||||||||
Federal government bonds in US dollars at 7% - Maturity: 2013 | 17,760 | 17,760 | |||||||||||||||||
Federal government bonds in pesos – Maturity: 2014 | 10,533 | 10,533 | 10,426 | 3,600 | 3,600 | ||||||||||||||
Consolidation bonds in pesos – Second series | 9,682 | 9,682 | 3,537 | 9,807 | 9,807 | ||||||||||||||
Consolidation bonds of social security payables in pesos – Fourth Series | 9,543 | 9,543 | 14,890 | 6,448 | 6,448 | ||||||||||||||
Consolidation bonds in pesos – Fourth series | 4,775 | 4,775 | 3,351 | (17 | ) | (17 | ) | ||||||||||||
Consolidation bonds in pesos – Sixth series | 4,087 | 4,087 | 2,036 | 4,089 | 4,089 | ||||||||||||||
Federal government bonds in US dollars at LIBOR - Maturity: 2013 | 2,391 | 2,391 | 4,397 | (61,781 | ) | 37,824 | (23,957 | ) | |||||||||||
Par bonds denominated in US dollars - Maturity: 2038 (governed by Argentine legislation) | 1,345 | 1,345 | 368 | 1,345 | 1,345 | ||||||||||||||
Par bonds denominated in pesos - Maturity: 2038 | 403 | 403 | 1,590 | 403 | 403 | ||||||||||||||
Par bonds denominated in US dollars - Maturity: 2038 (governed by New York State legislation) | 382 | 382 | 382 | 382 | |||||||||||||||
GDP - related securities in US dollars - Maturity: 2035 (governed by Argentine legislation) | 260 | 260 | 28 | 260 | 260 | ||||||||||||||
Discount bonds denominated in US dollars - Maturity: 2033 (governed by Argentine legislation) | 256 | 256 | 256 | 256 | |||||||||||||||
GDP-related eligible securities in US dollars - Maturity: 2035 (governed by New York State legislation) | 179 | 179 | 214 | 179 | 179 | ||||||||||||||
Bonds of Amortization at 5.5% - Province of Mendoza - Maturity: 2018 | 7,533 | ||||||||||||||||||
Bonds for the conversion and restructuring of government borrowing, Province of Tucumán – Consadep – First series | 1,627 | ||||||||||||||||||
Other | 189 | 189 | 1,765 | 185 | 185 | ||||||||||||||
Subtotal holdings for trading or financial intermediation | 291,148 | 236,663 | 110,407 | 98,392 | 208,799 | ||||||||||||||
Unlisted government securities | |||||||||||||||||||
- Local | |||||||||||||||||||
Argentine Government bonds in Argentine pesos at private Badlar + 350 (Bonar XIII) - Maturity: 2013 | 25,289 | 25,289 | 25,289 | ||||||||||||||||
Other | 5 | 16 | 1 | 1 | |||||||||||||||
Subtotal unlisted government securities | 25,294 | 16 | 25,290 | 25,290 |
Jorge H. Brito |
Chairperson |
- 43 -
EXHIBIT A
(Continued)
DETAIL OF GOVERNMENT AND PRIVATE SECURITIES
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 | 09/30/2008 | |||||||||||||||||
Name | Market value | Book balance | Book balance | Position without options (1) | Options | Final position | |||||||||||||
INSTRUMENTS ISSUED BY THE CENTRAL BANK OF ARGENTINA | |||||||||||||||||||
Central Bank of Argentina Bills – Under repo transactions | |||||||||||||||||||
Central Bank of Argentina bills in pesos – Maturity: 10-15-08 | 588,710 | 588,710 | |||||||||||||||||
Central Bank of Argentina bills in pesos – Maturity: 01-09-08 | 19,929 | ||||||||||||||||||
Central Bank of Argentina bills in pesos – Maturity: 11-12-08 | 1,765 | ||||||||||||||||||
Central Bank of Argentina bills in pesos – Maturity: 01-21-09 | 8,605 | ||||||||||||||||||
Subtotal Central Bank of Argentina Bills – Under repo transactions | 588,710 | 30,299 | |||||||||||||||||
Central Bank of Argentina Internal bills - Unlisted - Own portfolio | |||||||||||||||||||
Central Bank of Argentina Internal bills in pesos – Maturity: 10-01-08 | 190,000 | 190,000 | 190,000 | ||||||||||||||||
Central Bank of Argentina Internal bills in pesos – Maturity: 10-29-08 | 148,531 | 148,531 | 148,531 | ||||||||||||||||
Central Bank of Argentina Internal bills in pesos – Maturity: 12-03-08 | 98,175 | 98,175 | 98,175 | ||||||||||||||||
Subtotal Central Bank of Argentina Internal bills - Unlisted - Own portfolio | 436,706 | 436,706 | 436,706 | ||||||||||||||||
Central Bank of Argentina notes - Listed - Own portfolio | |||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 11-26-08 | 112,790 | 112,790 | 130,757 | 108,816 | 108,816 | ||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 12-03-08 | 101,570 | 101,570 | 101,570 | 101,570 | |||||||||||||||
Central Bank of Argentina notes in pesos adjustable by CER - Maturity: 12-24-08 | 52,704 | 52,704 | 154 | 52,704 | 52,704 | ||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 10-15-08 | 45,985 | 45,985 | 57,510 | 45,985 | 45,985 | ||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 12-17-08 | 36,038 | 36,038 | 9,587 | 36,038 | 36,038 | ||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 02-11-09 | 25,186 | 25,186 | 29,290 | 25,186 | 25,186 | ||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 02-10-10 | 21,084 | 21,084 | 30,120 | 30,120 | |||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 11-05-08 | 16,388 | 16,388 | 32,841 | 16,388 | 16,388 | ||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 01-06-10 | 6,138 | 6,138 | 6,105 | 6,138 | 6,138 | ||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 03-25-10 | 1,868 | 1,868 | 1,973 | 1,868 | 1,868 | ||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 05-07-08 | 200,102 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 08-06-08 | 178,411 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 04-16-08 | 161,335 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 07-16-08 | 118,409 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 09-10-08 | 60,329 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 01-21-09 | 34,041 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 02-20-08 | 354,320 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 03-26-08 | 254,873 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 03-05-08 | 192,663 | ||||||||||||||||||
Central Bank of Argentina notes in pesos adjustable by CER – Maturity: 01-23-08 | 33,955 | ||||||||||||||||||
Subtotal Central Bank of Argentina notes - Listed - Own portfolio | 419,751 | 1,856,655 | 424,813 | 424,813 | |||||||||||||||
Subtotal Instruments issued by the Central Bank of Argentina | 1,445,167 | 1,886,954 | 861,519 | 861,519 |
Jorge H. Brito |
Chairperson |
- 44 -
EXHIBIT A
(Continued)
DETAIL OF GOVERNMENT AND PRIVATE SECURITIES
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 | 09/30/2008 | |||||||||||||||||
Name | Market value | Book balance | Book balance | Position Without Options (1) | Options | Final position | |||||||||||||
INSTRUMENTS ISSUED BY THE CENTRAL BANK OF ARGENTINA (Continued) | 1,445,167 | 1,886,954 | 861,519 | 861,519 | |||||||||||||||
Central Bank of Argentina Notes – Under repo transactions | |||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 11-26-08 | 175,465 | 175,465 | 102,234 | 5,095 | 5,095 | ||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 11-05-08 | 102,600 | 102,600 | 26,676 | 26,676 | |||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 12-17-08 | 98,116 | 98,116 | |||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 01-21-09 | 90,674 | 90,674 | 39,463 | 39,463 | |||||||||||||||
Central Bank of Argentina internal notes in pesos with variable coupon (BADLAR rate) – Maturity: 11-26-08 | 31,600 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 09-10-08 | 290,664 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 08-06-08 | 154,473 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 03-25-10 | 32,557 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 02-20-08 | 61,170 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 01-06-10 | 25,437 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 05-07-08 | 15,365 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 03-11-09 | 10,056 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 10-15-08 | 5,165 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 03-05-08 | 4,038 | ||||||||||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) – Maturity: 02-10-10 | 4,022 | ||||||||||||||||||
Subtotal Central Bank of Argentina Notes – Under repo transactions | 498,455 | 705,181 | 71,234 | 71,234 | |||||||||||||||
Central Bank of Argentina internal notes - Unlisted - Own portfolio | |||||||||||||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate – Maturity: 03-25-09 | 416,479 | 416,479 | 416,479 | ||||||||||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate – Maturity: 01-20-10 | 206,457 | 206,457 | 206,457 | ||||||||||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate – Maturity: 11-26-08 | 183,103 | 183,103 | 183,103 | ||||||||||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate – Maturity: 05-06-09 | 155,067 | 155,067 | 155,067 | ||||||||||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate – Maturity: 02-12-09 | 153,884 | 153,884 | 153,884 | ||||||||||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate – Maturity: 12-10-09 | 121,499 | 121,499 | 121,499 | ||||||||||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate – Maturity: 01-07-09 | 112,242 | 222,370 | 222,370 | ||||||||||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate – Maturity: 07-15-09 | 104,110 | 104,110 | 104,110 | ||||||||||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate – Maturity: 03-04-09 | 101,883 | 101,883 | 101,883 | ||||||||||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate – Maturity: 06-24-09 | 80,853 | 80,853 | 80,853 | ||||||||||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate – Maturity: 07-29-09 | 51,643 | 51,643 | 51,643 | ||||||||||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate – Maturity: 05-13-09 | 51,564 | 51,564 | 51,564 | ||||||||||||||||
Subtotal Central Bank of Argentina internal notes - Unlisted - Own portfolio | 1,738,784 | 1,848,912 | 1,848,912 | ||||||||||||||||
Total instruments issued by the Central Bank of Argentina | 3,682,406 | 2,592,135 | 2,781,665 | 2,781,665 | |||||||||||||||
Total government securities | 3,998,848 | 2,828,814 | 2,917,362 | 98,392 | 3,015,754 | ||||||||||||||
INVESTMENTS IN LISTED PRIVATE SECURITIES | |||||||||||||||||||
Equity securities | |||||||||||||||||||
- Local | |||||||||||||||||||
Shares - Quickfood S.A. - Class "B" Shares | 347 | 347 | 202 | 202 | |||||||||||||||
Subtotal equity securities | 347 | 202 | 202 | ||||||||||||||||
Total Investments in listed private securities | 347 | 202 | 202 | ||||||||||||||||
Total government and private securities (2) | 3,999,195 | 2,828,814 | 2,917,564 | 98,392 | 3,015,956 |
(1) The position without options as of September 30, 2008, results from the following disclosure:
Holdings as of September 30, 2008 | 3,999,195 | |||
Plus: Loans of government securities | 9,703 | |||
Plus: Spot and forward purchases pending settlement | 365,030 | |||
Less: Deposits of government securities | 76,512 | |||
Less: Spot and forward sales pending settlement | 1,379,852 | |||
2,917,564 |
(2) As of September 30, 2008, and December 31, 2007, the Bank booked allowances for impairment in value amounting to 27 (see Exhibit J).
Jorge H. Brito |
Chairperson |
- 45 -
EXHIBIT B
FINANCING-FACILITIES CLASSIFICATION BY SITUATION
AND GUARANTEES RECEIVED
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 | ||||||
COMMERCIAL | |||||||
In normal situation | 5,174,367 | 4,327,168 | |||||
With Senior “A” guarantees and counter-guarantees | 111,147 | 53,524 | |||||
With Senior “B” guarantees and counter-guarantees | 438,866 | 362,467 | |||||
Without Senior guarantees or counter-guarantees | 4,624,354 | 3,911,177 | |||||
Subject to special monitoring | 6,782 | 9,024 | |||||
In observation | |||||||
With Senior “B” guarantees and counter-guarantees | 1,996 | 2,121 | |||||
Without Senior guarantees or counter-guarantees | 4,786 | 6,903 | |||||
Troubled | 14,907 | 4,251 | |||||
With Senior “B” guarantees and counter-guarantees | 9,728 | 2,160 | |||||
Without Senior guarantees or counter-guarantees | 5,179 | 2,091 | |||||
With high risk of insolvency | 16,020 | 19,061 | |||||
With Senior “B” guarantees and counter-guarantees | 2,881 | 1,981 | |||||
Without Senior guarantees or counter-guarantees | 13,139 | 17,080 | |||||
Irrecoverable | 13,376 | 12,819 | |||||
With Senior “B” guarantees and counter-guarantees | 6,901 | 7,855 | |||||
Without Senior guarantees or counter-guarantees | 6,475 | 4,964 | |||||
Irrecoverable according to Central Bank's rules | 253 | ||||||
Without Senior guarantees or counter-guarantees | 253 | ||||||
Subtotal Commercial | 5,225,452 | 4,372,576 |
Jorge H. Brito |
Chairperson |
- 46 -
EXHIBIT B
(Continued)
FINANCING-FACILITIES CLASSIFICATION BY SITUATION
AND GUARANTEES RECEIVED
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 | ||||||
CONSUMER | |||||||
Performing | 4,241,204 | 3,824,132 | |||||
With Senior “A” guarantees and counter-guarantees | 15,518 | 12,192 | |||||
With Senior “B” guarantees and counter-guarantees | 562,098 | 557,514 | |||||
Without Senior guarantees or counter-guarantees | 3,663,588 | 3,254,426 | |||||
Low risk | 84,621 | 126,000 | |||||
With Senior “A” guarantees and counter-guarantees | 78 | 261 | |||||
With Senior “B” guarantees and counter-guarantees | 8,121 | 20,223 | |||||
Without Senior guarantees or counter-guarantees | 76,422 | 105,516 | |||||
Medium risk | 55,455 | 43,473 | |||||
With Senior “A” guarantees and counter-guarantees | 114 | ||||||
With Senior “B” guarantees and counter-guarantees | 4,921 | 7,251 | |||||
Without Senior guarantees or counter-guarantees | 50,420 | 36,222 | |||||
High risk | 71,184 | 31,625 | |||||
With Senior “A” guarantees and counter-guarantees | 1 | ||||||
With Senior “B” guarantees and counter-guarantees | 2,952 | 1,963 | |||||
Without Senior guarantees or counter-guarantees | 68,231 | 29,662 | |||||
Irrecoverable | 19,934 | 18,412 | |||||
With Senior “A” guarantees and counter-guarantees | 127 | ||||||
With Senior “B” guarantees and counter-guarantees | 4,452 | 5,945 | |||||
Without Senior guarantees or counter-guarantees | 15,482 | 12,340 | |||||
Irrecoverable according to Central Bank's rules | 1,335 | 4,916 | |||||
With Senior “A” guarantees and counter-guarantees | 2 | 10 | |||||
With Senior “B” guarantees and counter-guarantees | 168 | 928 | |||||
Without Senior guarantees or counter-guarantees | 1,165 | 3,978 | |||||
Subtotal Consumer | 4,473,733 | 4,048,558 | |||||
Total | 9,699,185 | 8,421,134 |
Jorge H. Brito |
Chairperson |
- 47 -
EXHIBIT C
FINANCING FACILITIES CONCENTRATION
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 | ||||||||||||
Number of customers | Outstanding balance | % of total portfolio | Outstanding balance | % of total portfolio | |||||||||
10 largest customers | 1,858,380 | 19.16 | 1,384,740 | 16.44 | |||||||||
50 next largest customers | 1,576,195 | 16.25 | 1,481,892 | 17.60 | |||||||||
100 next largest customers | 831,417 | 8.57 | 724,264 | 8.60 | |||||||||
Other customers | 5,433,193 | 56.02 | 4,830,238 | 57.36 | |||||||||
Total | 9,699,185 | 100.00 | 8,421,134 | 100.00 |
Jorge H. Brito |
Chairperson |
- 48 -
EXHIBIT D
BREAKDOWN BY FINANCING TERMS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
Terms remaining to maturity | |||||||||||||||||||||||||
Item | Matured | Up to 1 month | Over 1 month and up to 3 months | Over 3 months and up to 6 months | Over 6 months and up to 12 months | Over 12 months and up to 24 months | Over 24 months | Total | |||||||||||||||||
Non-financial government sector | 27 | 1,248 | 10,042 | 96,437 | 34,471 | 483,764 | 625,989 | ||||||||||||||||||
Financial sector | 145,248 | 10,365 | 4,800 | 3,923 | 2,800 | 7,249 | 174,385 | ||||||||||||||||||
Non-financial private sector and foreign residents | 175,338 | 2,480,688 | 901,295 | 1,017,182 | 938,846 | 1,208,899 | 2,176,563 | 8,898,811 | |||||||||||||||||
Total | 175,365 | 2,627,184 | 921,702 | 1,021,982 | 1,039,206 | 1,246,170 | 2,667,576 | 9,699,185 |
Jorge H. Brito |
Chairperson |
- 49 -
EXHIBIT E
DETAIL OF INVESTMENTS IN OTHER COMPANIES
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
Information on the issuer | ||||||||||||||||||||||||||||||||||
09/30/2008 | 12/31/2007 | Data from latest financial statements | ||||||||||||||||||||||||||||||||
Shares and interests | ||||||||||||||||||||||||||||||||||
Name | Class | Unit face value | Votes per share | Number | Amount | Amount | Main business activity | Period / year-end date | Capital stock | Shareholders' equity | Income (loss) for the period / year | |||||||||||||||||||||||
In financial institutions, supplementary and authorized activities | ||||||||||||||||||||||||||||||||||
- Subsidiaries | ||||||||||||||||||||||||||||||||||
In Argentina | ||||||||||||||||||||||||||||||||||
Nuevo Banco Bisel S.A. | Common | 1 | 1 | 841,682,603 | 1,239,182 | 1,041,228 | Financial institution | 09/30/08 | 845,082 | 1,312,620 | 199,254 | |||||||||||||||||||||||
Nuevo Banco Bisel S.A. (1) | Preferred | 1 | 66,604,774 | 68,432 | 67,932 | Financial institution | 09/30/08 | 66,605 | 1,312,620 | 199,254 | ||||||||||||||||||||||||
Banco del Tucumán S.A. | Common | 100 | 1 | 395,341 | 129,566 | 108,095 | Financial institution | 09/30/08 | 43,960 | 144,071 | 23,874 | |||||||||||||||||||||||
Macro Securities S.A. Sociedad de Bolsa | Common | 1 | 1 | 12,776,680 | 16,533 | 16,636 | Brokerage house | 09/30/08 | 12,886 | 16,593 | 1,807 | |||||||||||||||||||||||
Sud Inversiones & Análisis S.A. | Common | 1 | 1 | 6,475,143 | 12,039 | 11,361 | Services | 09/30/08 | 6,567 | 11,567 | 824 | |||||||||||||||||||||||
Macro Fondos S.G.F.C.I.S.A. | Common | 1 | 1 | 327,183 | 953 | 1,501 | Mutual funds management | 09/30/08 | 1,713 | 5,009 | 2,953 | |||||||||||||||||||||||
Macro Valores S.A. | 166 | |||||||||||||||||||||||||||||||||
Foreign | ||||||||||||||||||||||||||||||||||
Macro Bank Limited (ex - Sud Bank & Trust) | Common | 1 | 1 | 9,816,899 | 122,589 | 118,320 | Financial institution | 09/30/08 | 9,817 | 122,589 | 4,269 | |||||||||||||||||||||||
Red Innova Administradora de Fondos de | ||||||||||||||||||||||||||||||||||
Inversión S.A. "en liquidación" | Common | 1,000 | 1 | 4,156 | 312 | 362 | Cash management | 09/30/08 | 1,172 | 612 | (98 | ) | ||||||||||||||||||||||
Subtotal subsidiaries | 1,589,606 | 1,365,601 | ||||||||||||||||||||||||||||||||
- Non-subsidiaries | ||||||||||||||||||||||||||||||||||
In Argentina | ||||||||||||||||||||||||||||||||||
Banelco S.A. | Common | 1 | 1 | 1,071,716 | 2,500 | 2,500 | Network administration | 12/31/07 | 23,599 | 56,536 | 16,682 | |||||||||||||||||||||||
Provincanje S.A. | Common | 1 | 1 | 600,000 | 603 | 603 | Swap of securities | 06/30/08 | 7,200 | 8,555 | 514 | |||||||||||||||||||||||
Visa Argentina S.A. | Common | 1 | 1 | 951,018 | 19,050 | 238 | Business services | 05/31/08 | 1 | 454,782 | 429,039 | |||||||||||||||||||||||
C.O.E.L.S.A. | Common | 1 | 1 | 70,650 | 105 | 95 | Financial Services | 12/31/07 | 1,000 | 1,760 | 72 | |||||||||||||||||||||||
A.C.H. S.A. | Common | 1 | 1 | 52,000 | 52 | 52 | Electronic information services | 12/31/07 | 650 | 1,824 | 109 | |||||||||||||||||||||||
Mercado Abierto Electrónico S.A. | Common | 1,200 | 1 | 4 | 47 | 47 | Electronic information services | 12/31/07 | 242 | 10,811 | 2,740 | |||||||||||||||||||||||
Macroaval S.G.R. | Common | 1 | 1 | 30,500 | 31 | 31 | Reciprocal guarantee corporation | 12/31/07 | 250 | 1,249 | (295 | ) | ||||||||||||||||||||||
Argentina Clearing S.A. | Common | 30 | 1 | 30 | 31 | 31 | Services | 07/31/07 | 5,658 | 7,409 | 915 | |||||||||||||||||||||||
Garantizar S.G.R. | Common | 1 | 1 | 10,000 | 10 | 10 | Reciprocal guarantee corporation | 12/31/07 | 4,801 | 213,186 | (919 | ) | ||||||||||||||||||||||
Foreign | ||||||||||||||||||||||||||||||||||
Banco Latinoamericano de Exportaciones S.A. | Common | 10 | 1 | 7,303 | 247 | 248 | Financial institution | 12/31/07 | 882,217 | 1,929,203 | 227,430 | |||||||||||||||||||||||
Banco Latinoamericano de Exportaciones S.A. | Com "E" | 1 | 1 | 3,729 | 181 | 183 | Financial institution | 12/31/07 | 882,217 | 1,929,203 | 227,430 | |||||||||||||||||||||||
Banco Latinoamericano de Exportaciones S.A. | Preferred | 10 | 259 | 10 | 10 | Financial institution | 12/31/07 | 882,217 | 1,929,203 | 227,430 | ||||||||||||||||||||||||
Subtotal non-subsidiaries | 22,867 | 4,048 | ||||||||||||||||||||||||||||||||
Total in financial institutions, supplementary and authorized activities | 1,612,473 | 1,369,649 | ||||||||||||||||||||||||||||||||
In other companies | ||||||||||||||||||||||||||||||||||
- Non-subsidiaries | ||||||||||||||||||||||||||||||||||
In Argentina | ||||||||||||||||||||||||||||||||||
Proin S.A. | Common | 1 | 1 | 244,457 | 293 | 293 | Juice production | 09/30/07 | 4,604 | 7,538 | 421 | |||||||||||||||||||||||
El Taura S.A. | 185 | 185 | Hotel construction and explotation | 12/31/07 | 420 | 2,894 | (297 | ) | ||||||||||||||||||||||||||
Tunas del Chaco S.A. (2) | 150 | 150 | Agriculture | 12/31/07 | 12 | 982 | 31 | |||||||||||||||||||||||||||
Emporio del Chaco S.A. (2) | 150 | 150 | Agriculture | 12/31/07 | 12 | 942 | 5 | |||||||||||||||||||||||||||
Prosopis S.A. (2) | 150 | 150 | Agriculture | 12/31/07 | 12 | 738 | (20 | ) | ||||||||||||||||||||||||||
Other | 325 | 575 | ||||||||||||||||||||||||||||||||
Foreign | ||||||||||||||||||||||||||||||||||
SWIFT S.A. | Common | 1 | 1 | 3 | 15 | 16 | Services | 12/31/07 | 567,556 | 1,169,248 | 105,710 | |||||||||||||||||||||||
Total in other companies | 1,268 | 1,519 | ||||||||||||||||||||||||||||||||
Total (3) | 1,613,741 | 1,371,168 |
(1) See Note 7.4.b).
(2) See Note 7.4.a).
(3) As of September 30, 2008 and December 31, 2007, the Bank carried 247 and 697, respectively, as allowance for impairment in value (see Exhibit J).
Jorge H. Brito |
Chairperson |
- 50 -
EXHIBIT F
MOVEMENT OF BANK PREMISES AND EQUIPMENT AND OTHER ASSETS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
Net book value at | Depreciation for the period | Net book value at end | ||||||||||||||||||||
beginning of | Years of | of the | ||||||||||||||||||||
Item | fiscal year | Additions | Transfers | Retirements | useful life | Amount | period | |||||||||||||||
Bank premises and equipment | ||||||||||||||||||||||
Buildings | 166,951 | 6,769 | 27,516 | 6,147 | 50 | 4,969 | 190,120 | |||||||||||||||
Furniture and facilities | 19,176 | 6,978 | 68 | 10 | 3,135 | 22,951 | ||||||||||||||||
Machinery and equipment | 65,813 | 27,871 | 78 | 5 | 16,109 | 77,497 | ||||||||||||||||
Vehicles | 41,532 | 645 | 70 | 13,102 | 5 | 5,941 | 23,204 | |||||||||||||||
Total | 293,472 | 42,263 | 27,586 | 19,395 | 30,154 | 313,772 | ||||||||||||||||
Other assets | ||||||||||||||||||||||
Works in progress | 54,218 | 11,555 | (27,516 | ) | 658 | 37,599 | ||||||||||||||||
Works of art | 1,189 | 1,189 | ||||||||||||||||||||
Prepayments for the purchase of assets | 3,107 | (1,986 | ) | 1,121 | ||||||||||||||||||
Foreclosed assets | 23,243 | 443 | 32 | 3,247 | 50 | 283 | 20,188 | |||||||||||||||
Leased buildings | 3,459 | 639 | 368 | 50 | 34 | 3,696 | ||||||||||||||||
Stationery and office supplies | 2,620 | 9,754 | 8,299 | 4,075 | ||||||||||||||||||
Other assets | 94,100 | 2,331 | 1,884 | 31,123 | 50 | 490 | 66,702 | |||||||||||||||
Total | 178,829 | 27,829 | (27,586 | ) | 43,695 | 807 | 134,570 |
Jorge H. Brito |
Chairperson |
- 51 -
EXHIBIT G
DETAIL OF INTANGIBLE ASSETS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
Net book value at | Amortization for the period | Net book | |||||||||||||||||
beginning of | Years of | value at end | |||||||||||||||||
Item | fiscal year | Additions | Retirements | useful life | Amount | of the period | |||||||||||||
Goodwill | 71,916 | 10 | 6,331 | 65,585 | |||||||||||||||
Organization and development costs (1) | 96,435 | 29,987 | 8 | 5 | 28,869 | 97,545 | |||||||||||||
Total | 168,351 | 29,987 | 8 | 35,200 | 163,130 |
(1) This includes the cost of information technology projects hired from independent parties, leasehold improvements and foreign exchange differences capitalized in relation to constitutional rights protection actions and court orders.
Jorge H. Brito |
Chairperson |
- 52 -
EXHIBIT H
DEPOSIT CONCENTRATION
AS OF SEPTEMBER 30, 2008, AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 | ||||||||||||
Number of customers | Outstanding balance | % of total portfolio | Outstanding balance | % of total portfolio | |||||||||
10 largest customers | 2,928,400 | 22.23 | 1,665,093 | 15.87 | |||||||||
50 next largest customers | 2,314,838 | 17.57 | 1,618,693 | 15.43 | |||||||||
100 next largest customers | 841,696 | 6.39 | 650,037 | 6.20 | |||||||||
Other customers | 7,087,577 | 53.81 | 6,555,575 | 62.50 | |||||||||
Total | 13,172,511 | 100.00 | 10,489,398 | 100.00 |
Jorge H. Brito |
Chairperson |
- 53 -
EXHIBIT I
BREAKDOWN OF DEPOSITS, OTHER LIABILITIES FROM FINANCIAL INTERMEDIATION AND
SUBORDINATED CORPORATE BONDS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
Terms remaining to maturity | ||||||||||||||||||||||
Item | Up to 1 month | Over 1 month and up to 3 months | Over 3 months and up to 6 months | Over 6 months and up to 12 months | Over 12 months and up to 24 months | Over 24 months | Total | |||||||||||||||
Deposits | 9,976,313 | 2,283,738 | 513,280 | 369,223 | 29,314 | 643 | 13,172,511 | |||||||||||||||
Other liabilities from financial intermediation | ||||||||||||||||||||||
Central Bank of Argentina | 1,110 | 492 | 38,851 | 38,851 | 78,236 | 157,540 | ||||||||||||||||
Banks and International Institutions | 30,449 | 13,897 | 23,069 | 7,018 | 156,510 | 230,943 | ||||||||||||||||
Non-subordinated corporate bonds | 10,391 | 5,691 | 716,431 | 732,513 | ||||||||||||||||||
Financing received from Argentine Financial Institutions | 109,962 | 432 | 2,145 | 1,295 | 3,345 | 38,736 | 155,915 | |||||||||||||||
Other | 361,958 | 224 | 342 | 730 | 1,489 | 73,163 | 437,906 | |||||||||||||||
503,479 | 24,944 | 31,739 | 47,894 | 200,195 | 906,566 | 1,714,817 | ||||||||||||||||
Subordinated corporate bonds | 23,130 | 12,971 | 449 | 437 | 874 | 469,530 | 507,391 | |||||||||||||||
Total | 10,502,922 | 2,321,653 | 545,468 | 417,554 | 230,383 | 1,376,739 | 15,394,719 |
Jorge H. Brito |
Chairperson |
- 54 -
EXHIBIT J
CHANGES IN ALLOWANCES AND PROVISIONS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
Balances at beginning of | Increases | Decreases | Balances at end of the | |||||||||||||
Breakdown | fiscal year | (1) | Write off | Reversals | period | |||||||||||
ALLOWANCES | ||||||||||||||||
Government and private securities | ||||||||||||||||
For impairment in value | 27 | 27 | ||||||||||||||
Loans | ||||||||||||||||
For loan losses and impairment in value | 173,901 | 69,274 | 39,699 | 9,457 | 194,019 | |||||||||||
Other receivables from financial intermediation | ||||||||||||||||
For uncollectibility risk and impairment in value | 29,893 | 13,171 | 334 | 109 | 42,621 | |||||||||||
Assets subject to financial leases | ||||||||||||||||
For uncollectibility risk | 3,986 | 570 | 4,556 | |||||||||||||
Investments in other companies | ||||||||||||||||
For impairment in value | 697 | 45 | 487 | 8 | 247 | |||||||||||
Other receivables | ||||||||||||||||
For uncollectibility risk | 15,215 | 4,427 | 8,557 | 34 | 11,051 | |||||||||||
Total allowances | 223,719 | 87,487 | 49,077 | 9,608 | 252,521 | |||||||||||
PROVISIONS | ||||||||||||||||
Contingent commitments | 1,628 | 17 | 143 | 1,502 | ||||||||||||
For negative goodwill | 483 | 483 | ||||||||||||||
For other contingencies | 66,948 | 18,801 | 12,220 | 632 | 72,897 | |||||||||||
Difference from court deposits dollarization | 7,970 | 68 | 238 | 7,800 | ||||||||||||
Total liabilities | 77,029 | 18,886 | 12,458 | 775 | 82,682 |
(1) See note 3.3.f). and 3.3.o).
Jorge H. Brito |
Chairperson |
- 55 -
EXHIBIT K
CAPITAL STRUCTURE
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
Shares | Capital stock | ||||||||||||||||
Votes per | Issued | ||||||||||||||||
Class | Number | share | Outstanding | In treasury (1) | Paid in | ||||||||||||
Registered common stock A | 11,235,670 | 5 | 11,236 | 11,236 | |||||||||||||
Registered common stock B | 672,743,303 | 1 | 625,297 | 47,446 | 672,743 | ||||||||||||
Total | 683,978,973 | 636,533 | 47,446 | 683,979 |
(1) See also note 9.
Jorge H. Brito |
Chairperson |
- 56 -
EXHIBIT L
FOREIGN CURRENCY BALANCES
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 | ||||||||||||||||||||||||||||||||||||
Total Parent | |||||||||||||||||||||||||||||||||||||
company and | Total per currency | ||||||||||||||||||||||||||||||||||||
Argentine | Pound | Swiss | Danish | Canadian | Australian | Swedish | Norwegian | ||||||||||||||||||||||||||||||
Items | branches | US dollar | sterling | franc | krone | dollar | dollar | Yen | krone | krone | Euro | Total | |||||||||||||||||||||||||
ASSETS | |||||||||||||||||||||||||||||||||||||
Cash | 940,978 | 927,269 | 381 | 101 | 56 | 108 | 188 | 17 | 18 | 12,840 | 686,445 | ||||||||||||||||||||||||||
Government and private securities | 129,646 | 129,646 | 154,088 | ||||||||||||||||||||||||||||||||||
Loans | 1,642,636 | 1,642,511 | 125 | 1,274,130 | |||||||||||||||||||||||||||||||||
Other receivables from financial intermediation | 556,442 | 556,442 | 240,562 | ||||||||||||||||||||||||||||||||||
Assets subject to financial leases | 58,835 | 58,835 | 19,249 | ||||||||||||||||||||||||||||||||||
Investments in other companies | 123,354 | 123,354 | 119,139 | ||||||||||||||||||||||||||||||||||
Other receivables | 43,190 | 43,190 | 14,351 | ||||||||||||||||||||||||||||||||||
Items pending allocation | 465 | 465 | 51 | ||||||||||||||||||||||||||||||||||
Total | 3,495,546 | 3,481,712 | 381 | 101 | 56 | 108 | 188 | 17 | 18 | 12,965 | 2,508,015 | ||||||||||||||||||||||||||
LIABILITIES | |||||||||||||||||||||||||||||||||||||
Deposits | 1,611,527 | 1,611,527 | 1,488,396 | ||||||||||||||||||||||||||||||||||
Other liabilities from financial intermediation | 1,228,978 | 1,225,196 | 7 | 15 | 3,760 | 875,339 | |||||||||||||||||||||||||||||||
Other liabilities | 3,288 | 3,285 | 3 | 1,991 | |||||||||||||||||||||||||||||||||
Subordinated corporate bonds | 495,700 | 495,700 | 488,192 | ||||||||||||||||||||||||||||||||||
Items pending allocation | 28 | ||||||||||||||||||||||||||||||||||||
Total | 3,339,493 | 3,335,708 | 7 | 15 | 3,763 | 2,853,946 | |||||||||||||||||||||||||||||||
MEMORANDUM ACCOUNTS | |||||||||||||||||||||||||||||||||||||
DEBIT-BALANCE ACCOUNTS | |||||||||||||||||||||||||||||||||||||
(except contra debit-balance accounts) | |||||||||||||||||||||||||||||||||||||
Contingent | 513,921 | 513,629 | 292 | 241,629 | |||||||||||||||||||||||||||||||||
Control | 978,874 | 970,651 | 81 | 489 | 6 | 7,647 | 1,124,966 | ||||||||||||||||||||||||||||||
Derivatives | 29,194 | 29,194 | 29,388 | ||||||||||||||||||||||||||||||||||
CREDIT-BALANCE ACCOUNTS | |||||||||||||||||||||||||||||||||||||
(except contra credit-balance accounts) | |||||||||||||||||||||||||||||||||||||
Contingent | 167,069 | 153,852 | 398 | 12,819 | 188,676 |
Jorge H. Brito |
Chairperson |
- 57 -
EXHIBIT N
CREDIT ASSISTANCE TO RELATED PARTIES
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 | |||||||||
Item | In normal situation | Total | Total | |||||||
Loans | ||||||||||
Overdrafts | 772 | 772 | 5,298 | |||||||
Without Senior guarantees or counter-guarantees | 772 | 772 | 5,298 | |||||||
Documents | 929 | 929 | 842 | |||||||
Without Senior guarantees or counter-guarantees | 929 | 929 | 842 | |||||||
Personal loans | 80 | 80 | ||||||||
Without Senior guarantees or counter-guarantees | 80 | 80 | ||||||||
Credit cards | 4,622 | 4,622 | 2,221 | |||||||
Without Senior guarantees or counter-guarantees | 4,622 | 4,622 | 2,221 | |||||||
Other | 46,980 | 46,980 | 4,915 | |||||||
Without Senior guarantees or counter-guarantees | 46,980 | 46,980 | 4,915 | |||||||
Total loans | 53,383 | 53,383 | 13,276 | |||||||
Other receivables from financial intermediation | 223 | 223 | 210 | |||||||
Assets subject to financial leases and other | 732 | 732 | 697 | |||||||
Contingent Commitments | 6,163 | 6,163 | 5,123 | |||||||
Investments in other companies | 1,590,162 | 1,590,162 | 1,366,157 | |||||||
Total | 1,650,663 | 1,650,663 | 1,385,463 | |||||||
Allowances / Provisions | 198 | 198 | 267 |
Jorge H. Brito |
Chairperson |
- 58 -
EXHIBIT O
DERIVATIVE FINANCIAL INSTRUMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish - See note 22)
(Figures stated in thousands of pesos)
Type of contract | Purpose of the transactions performed | Underlying asset | Type of settlement | Negotiation environment or counter-party | Originally agreed weighted monthly average term | Residual weighted monthly average term | Weighted monthly average term of settlement of differences | Amount | ||||||||
Options | Intermediation - own account | Argentine government securities | Other | Over The Counter - Residents in Argentina - Non-financial sector | 126 | 49 | 98,392 | |||||||||
Futures | Intermediation - own account | Argentine government securities | With delivery of underlying asset | BCBA (Buenos Aires stock exchange) | 1 | 1 | 7,217 | |||||||||
Futures | Intermediation - own account | Argentine government securities | With delivery of underlying asset | MAE (over-the-counter electronic market) | 1 | 1 | 1,416,308 | |||||||||
Futures | Intermediation - own account | Foreign currency | Daily settlement of differences | Rosario Futures Exchange (ROFEX) | 4 | 2 | 37,945 | |||||||||
Futures | Intermediation - own account | Foreign currency | Daily settlement of differences | MAE (over-the-counter electronic market) | 3 | 2 | 3 | 2,709,013 | ||||||||
Forward | Intermediation - own account | Foreign currency | Maturity settlement of differences | Over The Counter - Residents in Argentina - Non-financial sector | 3 | 2 | 3 | 362,283 | ||||||||
Swaps | Intermediation - own account | Other | Other | Over The Counter - Residents in Argentina - Non-financial sector | 132 | 120 | 3 | 29,194 |
Jorge H. Brito |
Chairperson |
- 59 -
CONSOLIDATED BALANCE SHEETS
(Section 33, Law No. 19,550)
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish -
See note 22 to the stand-alone financial statements)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 (1) | ||||||
ASSETS | |||||||
A. CASH | |||||||
Cash on hand | 700,052 | 790,869 | |||||
Due from banks and correspondents | |||||||
Central Bank of Argentina | 2,023,279 | 2,022,463 | |||||
Local Other | 21,257 | 4,262 | |||||
Foreign | 494,531 | 299,647 | |||||
Other | 196 | 185 | |||||
3,239,315 | 3,117,426 | ||||||
B. GOVERNMENT AND PRIVATE SECURITIES (Exhibit I) | |||||||
Holdings for trading or financial intermediation | 503,741 | 358,399 | |||||
Unlisted government securities | 67,353 | 20,151 | |||||
Instruments issued by the Central Bank of Argentina | 4,816,499 | 3,478,246 | |||||
Investments in listed private securities | 109,399 | 93,956 | |||||
less: Allowances (Note 7.) | (27 | ) | (27 | ) | |||
5,496,965 | 3,950,725 | ||||||
C. LOANS (Notes 3. and 4.) | |||||||
To the non-financial government sector | 866,612 | 732,481 | |||||
To the financial sector | |||||||
Interfinancing - (granted call) | 51,992 | 65,789 | |||||
Other financing to Argentine Financial Institutions | 62,753 | 94,496 | |||||
Accrued interest, adjustments, foreign exchange and quoted price differences receivables | 678 | 1,417 | |||||
To the non-financial private sector and foreign residents | |||||||
Overdrafts | 1,916,209 | 1,375,075 | |||||
Documents | 1,397,183 | 1,213,669 | |||||
Mortgage loans | 736,539 | 619,781 | |||||
Pledged loans | 340,914 | 347,989 | |||||
Personal loans | 3,813,886 | 3,207,547 | |||||
Credit cards | 816,557 | 722,032 | |||||
Other (Note 11.1.) | 1,846,764 | 1,718,978 | |||||
Accrued interest, adjustments, foreign exchange and quoted price differences receivables | 169,779 | 153,902 | |||||
less: Unposted payments | (29 | ) | (69 | ) | |||
less: Unearned discount | (28,138 | ) | (23,248 | ) | |||
less: Allowances (Note 7.) | (260,170 | ) | (220,422 | ) | |||
11,731,529 | 10,009,417 |
(1) | See Note 3.1. to the stand-alone financial statements. |
Jorge H. Brito |
Chairperson |
- 60 -
CONSOLIDATED BALANCE SHEETS
(Section 33, Law No. 19,550)
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish -
See note 22 to the stand-alone financial statements)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 (1) | ||||||
D. OTHER RECEIVABLES FROM FINANCIAL INTERMEDIATION | |||||||
Central Bank of Argentina | 186,038 | 191,475 | |||||
Amounts receivable from spot and forward sales pending settlement | 761,218 | 428,581 | |||||
Securities and foreign currency receivable from spot and forward purchases pending settlement | 349,930 | 149,275 | |||||
Premiums on options taken | 418 | ||||||
Unlisted corporate bonds (Notes 3. and 4.) | 39,481 | 44,257 | |||||
Receivables from forward transactions without delivery of underlying asset | 170 | ||||||
Other receivables not covered by debtors classification standards (Note 11.2.) | 549,719 | 549,677 | |||||
Other receivables covered by debtors classification standards (Notes 3. and 4.) | 82,680 | 69,969 | |||||
less: Allowances (Note 7.) | (218,197 | ) | (206,939 | ) | |||
1,751,457 | 1,226,295 | ||||||
E. ASSETS SUBJECT TO FINANCIAL LEASES | |||||||
Assets subject to financial leases (Notes 3. and 4.) | 380,698 | 372,866 | |||||
less: Allowances (Note 7.) | (5,613 | ) | (4,898 | ) | |||
375,085 | 367,968 | ||||||
F. INVESTMENTS IN OTHER COMPANIES | |||||||
In financial institutions | 437 | 439 | |||||
Other | 28,370 | 10,669 | |||||
less: Allowances (Note 7.) | (247 | ) | (697 | ) | |||
28,560 | 10,411 | ||||||
G. OTHER RECEIVABLES | |||||||
Receivables from sale of assets (Notes 3. and 4.) | 41,288 | 26,074 | |||||
Minimum presumed income tax - Tax Credit | 25,803 | 45,293 | |||||
Other (Note 11.3.) | 208,833 | 209,345 | |||||
Accrued interest and adjustments receivable on receivables from sale of assets (Notes 3. and 4.) | 1,327 | 544 | |||||
Other accrued interest and adjustments receivable | 50 | 58 | |||||
less: Allowances (Note 7.) | (22,589 | ) | (27,034 | ) | |||
254,712 | 254,280 | ||||||
H. BANK PREMISES AND EQUIPMENT, NET | 395,281 | 373,111 | |||||
I. OTHER ASSETS | 151,501 | 206,580 | |||||
J. INTANGIBLE ASSETS | |||||||
Goodwill | 65,585 | 71,916 | |||||
Organization and development costs | 129,924 | 128,047 | |||||
195,509 | 199,963 | ||||||
K. ITEMS PENDING ALLOCATION | 3,730 | 2,056 | |||||
TOTAL ASSETS | 23,623,644 | 19,718,232 |
(1) | See Note 3.1. to the stand-alone financial statements. |
- 61 -
CONSOLIDATED BALANCE SHEETS
(Section 33, Law No. 19,550)
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish -
See note 22 to the stand-alone financial statements)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 (1) | ||||||
LIABILITIES | |||||||
L. DEPOSITS (Notes 5. and 6.) | |||||||
From the non-financial government sector | 2,986,674 | 1,774,121 | |||||
From the financial sector | 13,581 | 13,310 | |||||
From the non-financial private sector and foreign residents | |||||||
Checking accounts | 2,715,211 | 2,599,682 | |||||
Savings accounts | 2,621,341 | 2,780,350 | |||||
Time deposits | 7,884,441 | 5,907,005 | |||||
Investment accounts | 88,181 | 63,063 | |||||
Other (Note 11.4.) | 364,341 | 391,176 | |||||
Accrued interest, adjustments, foreign exchange and quoted price differences payables | 111,478 | 62,442 | |||||
16,785,248 | 13,591,149 | ||||||
M. OTHER LIABILITIES FROM FINANCIAL INTERMEDIATION | |||||||
Central Bank of Argentina (Note 6.) | |||||||
Other | 296,646 | 347,896 | |||||
Banks and International Institutions (Note 6.) | 239,680 | 160,939 | |||||
Non-subordinated Corporate Bonds (Note 6.) | 716,431 | 780,590 | |||||
Amounts payable for spot and forward purchases pending settlement | 325,771 | 158,765 | |||||
Securities and foreign currency to be delivered under spot and forward sales pending settlement | 792,979 | 445,799 | |||||
Premiums on options sold | 776 | 2 | |||||
Financing received from Argentine financial Institutions (Note 6.) | |||||||
Interfinancing - (received call) | 84,023 | 46,000 | |||||
Other financing received from Argentine financial Institutions | 47,134 | 90,806 | |||||
Accrued interest payables | 307 | 53 | |||||
Forward transactions amounts pending settlement without delivery of underlying asset | 3,718 | ||||||
Other (Notes 6. and 11.5.) | 574,543 | 493,613 | |||||
Accrued interest, adjustments, foreign exchange and quoted price differences payables (Note 6.) | 44,800 | 47,387 | |||||
3,126,808 | 2,571,850 | ||||||
N. OTHER LIABILITIES | |||||||
Dividends payable | 1 | ||||||
Fees | 569 | 732 | |||||
Other (Note 11.6.) | 342,524 | 240,482 | |||||
343,093 | 241,215 | ||||||
O. PROVISIONS (Note 7.) | 104,110 | 101,333 | |||||
P. SUBORDINATED CORPORATE BONDS (Note 6.) | 507,391 | 490,695 | |||||
Q. ITEMS PENDING ALLOCATION | 2,040 | 1,644 | |||||
MINORITY INTERESTS IN SUBSIDIARIES | 14,986 | 12,640 | |||||
TOTAL LIABILITIES | 20,883,676 | 17,010,526 | |||||
SHAREHOLDERS' EQUITY | 2,739,968 | 2,707,706 | |||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 23,623,644 | 19,718,232 |
(1) See Note 3.1. to the stand-alone financial statements.
Jorge H. Brito |
Chairperson |
- 62 -
CONSOLIDATED BALANCE SHEETS
(Section 33, Law No. 19,550)
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish -
See note 22 to the stand-alone financial statements)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 (1) | ||||||
MEMORANDUM ACCOUNTS | |||||||
DEBIT-BALANCE ACCOUNTS | 14,053,341 | 10,797,838 | |||||
Contingent | 3,817,673 | 3,698,827 | |||||
Guarantees received | 3,410,007 | 3,229,071 | |||||
Other not covered by debtors classification standards | 373 | 524 | |||||
Contingent debit-balance contra accounts | 407,293 | 469,232 | |||||
Control | 5,802,155 | 5,947,864 | |||||
Receivables classified as irrecoverable | 775,650 | 832,822 | |||||
Other (Note 11.7.) | 4,792,992 | 4,931,358 | |||||
Control debit-balance contra accounts | 233,513 | 183,684 | |||||
Derivatives | 3,804,643 | 576,845 | |||||
Notional value of call options taken | 24,670 | ||||||
Notional value of forward transactions without delivery of underlying asset | 2,059,766 | 331,411 | |||||
Interest rate swap | 35,999 | 36,238 | |||||
Derivatives debit-balance contra accounts | 1,684,208 | 209,196 | |||||
Trust activity | 628,870 | 574,302 | |||||
Trust funds | 628,870 | 574,302 | |||||
CREDIT-BALANCE ACCOUNTS | 14,053,341 | 10,797,838 | |||||
Contingent | 3,817,673 | 3,698,827 | |||||
Guarantees provided to the Central Bank of Argentina | 138,756 | 163,122 | |||||
Other guarantees provided covered by debtors classification standards (Notes 3. and 4.) | 81,757 | 115,930 | |||||
Other guarantees provided not covered by debtors classification standards | 57,410 | 58,773 | |||||
Other covered by debtors classification standards (Notes 3. and 4.) | 129,370 | 131,407 | |||||
Contingent credit-balance contra accounts | 3,410,380 | 3,229,595 | |||||
Control | 5,802,155 | 5,947,864 | |||||
Checks to be credited | 233,513 | 183,684 | |||||
Control credit-balance contra accounts | 5,568,642 | 5,764,180 | |||||
Derivatives | 3,804,643 | 576,845 | |||||
Notional value of call options sold | 33,177 | 549 | |||||
Notional value of put options sold | 98,400 | 113,809 | |||||
Notional value of forward transactions without delivery of underlying asset | 1,552,631 | 94,838 | |||||
Derivatives credit-balance contra account | 2,120,435 | 367,649 | |||||
Trust activity | 628,870 | 574,302 | |||||
Trust activity credit-balance contra accounts | 628,870 | 574,302 |
(1) See Note 3.1. to the stand-alone financial statements.
The accompanying notes 1 through 13 to the consolidated financial statements and Exhibit I are an integral part of these statements, which are part of the stand-alone financial statements of Banco Macro S.A. and should be read together with them.
Jorge H. Brito | |||
Chairperson |
- 63 -
CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2008, AND 2007
(Translation of financial statements originally issued in Spanish -
See note 22 to the stand-alone financial statements)
(Figures stated in thousands of pesos)
09/30/2008 | 09/30/2007 (1) | ||||||
A. FINANCIAL INCOME | |||||||
Interest on cash and due from banks | 5,846 | 14,601 | |||||
Interest on loans to the financial sector | 11,362 | 27,323 | |||||
Interest on overdrafts | 234,368 | 118,662 | |||||
Interest on documents | 128,749 | 66,779 | |||||
Interest on mortgage loans | 70,153 | 46,746 | |||||
Interest on pledged loans | 47,708 | 36,732 | |||||
Interest on credit card loans | 77,212 | 38,274 | |||||
Interest on other loans | 729,628 | 388,417 | |||||
Interest on other receivables from financial intermediation | 13,535 | 14,698 | |||||
Income from government and private securities, net (Note 11.8.) | 418,634 | 297,464 | |||||
Income from guaranteed loans - Presidential Decree No. 1,387/01 | 27,483 | 32,130 | |||||
Net income from options | 74 | 1,525 | |||||
CER (Benchmark Stabilization Coefficient) adjustment | 58,321 | 47,608 | |||||
CVS (Salary Variation Coefficient) adjustment | 607 | 1,314 | |||||
Difference in quoted prices of gold and foreign currency | 80,015 | 32,027 | |||||
Other (Note 11.9.) | 133,454 | 96,251 | |||||
2,037,149 | 1,260,551 | ||||||
B. FINANCIAL EXPENSE | |||||||
Interest on checking accounts | 12,094 | 15,238 | |||||
Interest on savings accounts | 9,901 | 7,091 | |||||
Interest on time deposits | 622,654 | 306,680 | |||||
Interest on interfinancing received loans (received call) | 3,152 | 2,500 | |||||
Interest on other financing from Financial Institutions | 17 | 69 | |||||
Interest on other liabilities from financial intermediation | 68,448 | 49,082 | |||||
Interest on subordinated bonds | 34,971 | 37,940 | |||||
Other interest | 6,772 | 8,357 | |||||
CER adjustment | 28,304 | 33,296 | |||||
Contribution to Deposit Guarantee Fund | 18,858 | 14,070 | |||||
Other (Note 11.10.) | 111,082 | 59,848 | |||||
916,253 | 534,171 | ||||||
GROSS INTERMEDIATION MARGIN - GAIN | 1,120,896 | 726,380 | |||||
C. PROVISION FOR LOAN LOSSES | 96,908 | 61,650 | |||||
D. SERVICE-CHARGE INCOME | |||||||
Related to lending transactions | 49,985 | 21,898 | |||||
Related to deposits | 417,295 | 295,096 | |||||
Other fees | 18,409 | 14,976 | |||||
Other (Note 11.11.) | 157,963 | 136,541 | |||||
643,652 | 468,511 |
(1) See Note 3.1. to the stand-alone financial statements.
Jorge H. Brito | |||
Chairperson |
- 64 -
CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2008, AND 2007
(Translation of financial statements originally issued in Spanish -
See note 22 to the stand-alone financial statements)
(Figures stated in thousands of pesos)
09/30/2008 | 09/30/2007 (1) | ||||||
E. SERVICE-CHARGE EXPENSE | |||||||
Fees | 44,755 | 34,655 | |||||
Other (Note 11.12.) | 81,936 | 72,861 | |||||
126,691 | 107,516 | ||||||
F. ADMINISTRATIVE EXPENSES | |||||||
Personnel expenses | 595,290 | 423,015 | |||||
Directors' and statutory auditors' fees | 21,418 | 22,118 | |||||
Other professional fees | 36,935 | 28,212 | |||||
Advertising and publicity | 39,007 | 33,672 | |||||
Taxes | 9,106 | 7,523 | |||||
Depreciation of equipment | 37,578 | 30,233 | |||||
Amortization of organization costs | 18,496 | 12,319 | |||||
Other operating expenses (Note 11.13.) | 124,380 | 108,055 | |||||
Other | 13,685 | 14,472 | |||||
895,895 | 679,619 | ||||||
NET INCOME FROM FINANCIAL INTERMEDIATION | 645,054 | 346,106 | |||||
G.OTHER INCOME | |||||||
Income from long-term investments | 26,813 | 60 | |||||
Penalty interest | 9,323 | 5,098 | |||||
Recovered loans and allowances reversed | 61,570 | 112,184 | |||||
CER adjustments | 79 | 165 | |||||
Other (Note 11.14.) | 40,880 | 26,798 | |||||
138,665 | 144,305 | ||||||
H.OTHER EXPENSE | |||||||
Penalty interest and charges payable to the Central Bank ok Argentina | 174 | 55 | |||||
Charges for other receivables uncollectibility and other allowances | 26,767 | 11,417 | |||||
Amortization of differences from deposits dollarization | 22,689 | 20,349 | |||||
Depreciation and loss of other assets | 1,132 | 4,810 | |||||
Goodwill amortization | 6,331 | 6,937 | |||||
Other (Note 11.15.) | 70,174 | 64,193 | |||||
127,267 | 107,761 | ||||||
MINORITY INTEREST IN SUBSIDIARIES | (2,386 | ) | (1,418 | ) | |||
NET INCOME BEFORE INCOME TAX | 654,066 | 381,232 | |||||
I. INCOME TAX (Note 10.) | 178,235 | 54,682 | |||||
NET INCOME FOR THE PERIOD | 475,831 | 326,550 |
(1) See Note 3.1. to the stand-alone financial statements.
The accompanying notes 1 through 13 to the consolidated financial statements and Exhibit I are an integral part of these statements, which are part of the stand-alone financial statements of Banco Macro S.A. and should be read together with them.
Jorge H. Brito | |||
Chairperson |
- 65 -
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2008 AND 2007
(Translation of financial statements originally issued in Spanish -
See note 22 to the stand-alone financial statements)
(Figures stated in thousands of pesos)
09/30/2008 | 09/30/2007 (1) | ||||||
CHANGES IN CASH AND CASH EQUIVALENTS | |||||||
Cash at beginning of fiscal year | 3,117,426 | 2,626,908 | |||||
Cash at end of the period | 3,239,315 | 2,638,338 | |||||
Net increase in cash | 121,889 | 11,430 | |||||
CAUSES OF CHANGES IN CASH | |||||||
Operating activities | |||||||
Net collections/ (payments): | |||||||
Government and private securities | (969,517 | ) | (693,798 | ) | |||
Loans | |||||||
to the financial sector | 55,442 | 389,098 | |||||
to the nonfinancial government sector | (68,170 | ) | 54,321 | ||||
to the nonfinancial private sector and foreign residents | (433,756 | ) | (2,102,962 | ) | |||
Other receivables from financial intermediation | (135,932 | ) | (1,028,982 | ) | |||
Assets under financial lease | 47,231 | (51,360 | ) | ||||
Deposits | |||||||
to the financial sector | 271 | 4,196 | |||||
to the nonfinancial government sector | 1,112,504 | 741,293 | |||||
to the nonfinancial private sector and foreign residents | 1,471,852 | 2,377,882 | |||||
Other liabilities from financial intermediation | |||||||
Financing facilities from the financial sector (recieved calls) | 34,817 | 53,640 | |||||
Others (except liabilities included under financing activities) | 72,629 | 180,697 | |||||
Collections related to service-charge income | 643,031 | 466,831 | |||||
Payments related to service-charge expenses | (126,487 | ) | (107,160 | ) | |||
Administrative expenses paid | (833,653 | ) | (634,658 | ) | |||
Payment of organization and development expenses | (30,944 | ) | (33,818 | ) | |||
Net collections from penalty interest | 9,149 | 5,076 | |||||
Differences from payments related to court orders | (12,156 | ) | (29,172 | ) | |||
Collections of dividends from other companies | 8,546 | 621 | |||||
Other (paymentes)/collections related to other income and losses | (13,471 | ) | 14,751 | ||||
Net payments from other operating activities | (6,600 | ) | (70,522 | ) | |||
Payment of income tax / minimum presumed income tax | (64,274 | ) | (61,866 | ) | |||
Net cash flows generated in/(used in) operating activities | 760,512 | (525,892 | ) |
(1) See Note 3.1. to the stand-alone financial statements.
Jorge H. Brito | |||
Chairperson |
- 66 -
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2008 AND 2007
(Translation of financial statements originally issued in Spanish -
See note 22 to the stand-alone financial statements)
(Figures stated in thousands of pesos)
09/30/2008 | 09/30/2007 (1) | ||||||
Investing activities | |||||||
Net payments for bank premises and equipment | (42,466 | ) | (34,349 | ) | |||
Net collections/(payments) for other assets | 28,078 | (15,292 | ) | ||||
Payments from purchases of investments in other companies | (635 | ) | (889 | ) | |||
Collections from sales of investments in other companies | 922 | 4 | |||||
Other payments for investing activities | (208 | ) | (3,209 | ) | |||
Net cash flows used in investing activities | (14,309 | ) | (53,735 | ) | |||
Financing activities | |||||||
Net collections/ (payments): | |||||||
Nonsubordinated corporate bonds (2) | (116,685 | ) | 748,919 | ||||
Central Bank of Argentina: | |||||||
Other | (79,596 | ) | (60,528 | ) | |||
Banks and International Institutions | 66,268 | (10,952 | ) | ||||
Subordinated corporate bonds | (20,113 | ) | (13,471 | ) | |||
Financing received from financial institutions in Argentina | (40,184 | ) | (38,240 | ) | |||
Payment of dividends | (171,004 | ) | (103,294 | ) | |||
Other payments from financing activities | |||||||
Own shares reacquired (3) | (272,574 | ) | |||||
Other collections | 38,283 | ||||||
Net cash flows (used in)/generated in financing activities | (633,888 | ) | 560,717 | ||||
Financial income and holding gains on cash and cash equivalents | 9,574 | 30,340 | |||||
Net increase in cash | 121,889 | 11,430 |
(1) See Note 3.1. to the stand-alone financial statements.
(2) See Note 10 to the stand-alone financial statements.
(3) See Note 9 to the stand-alone financial statements.
Notes 1 through 13 to the consolidated financial statements and Exhibit I are an integral part of these financial statments, which are part of the stand-alone financial statements of Banco Macro S.A. and should be read together with them.
Jorge H. Brito | |||
Chairperson |
- 67 -
CONSOLIDATED STATEMENTS OF DEBTORS BY SITUATION
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish -
See note 22 to the stand-alone financial statements)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 | ||||||
COMMERCIAL | |||||||
In normal situation | 6,362,930 | 5,230,237 | |||||
With Senior “A” guarantees and counter-guarantees | 146,952 | 108,301 | |||||
With Senior “B” guarantees and counter-guarantees | 559,961 | 489,107 | |||||
Without Senior guarantees or counter-guarantees | 5,656,017 | 4,632,829 | |||||
Subject to special monitoring | 11,437 | 14,835 | |||||
In observation | |||||||
With Senior “B” guarantees and counter-guarantees | 4,856 | 4,492 | |||||
Without Senior guarantees or counter-guarantees | 6,581 | 9,106 | |||||
In negotiation or with refinancing agreements | |||||||
With Senior “B” guarantees and counter-guarantees | 220 | ||||||
Without Senior guarantees or counter-guarantees | 1,017 | ||||||
Troubled | 15,481 | 5,905 | |||||
With Senior “B” guarantees and counter-guarantees | 10,160 | 3,592 | |||||
Without Senior guarantees or counter-guarantees | 5,321 | 2,313 | |||||
With high risk of insolvency | 21,982 | 25,637 | |||||
With Senior “B” guarantees and counter-guarantees | 3,892 | 2,795 | |||||
Without Senior guarantees or counter-guarantees | 18,090 | 22,842 | |||||
Irrecoverable | 24,372 | 14,410 | |||||
With Senior “B” guarantees and counter-guarantees | 7,794 | 7,855 | |||||
Without Senior guarantees or counter-guarantees | 16,578 | 6,555 | |||||
Irrecoverable according to Central Bank's rules | 253 | ||||||
Without Senior guarantees or counter-guarantees | 253 | ||||||
Subtotal Commercial | 6,436,202 | 5,291,277 |
Jorge H. Brito | |||
Chairperson |
- 68 -
CONSOLIDATED STATEMENTS OF DEBTORS BY SITUATION
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish -
See note 22 to the stand-alone financial statements)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 | ||||||
CONSUMER | |||||||
Performing | 6,004,049 | 5,439,011 | |||||
With Senior “A” guarantees and counter-guarantees | 18,714 | 17,458 | |||||
With Senior “B” guarantees and counter-guarantees | 833,347 | 837,088 | |||||
Without Senior guarantees or counter-guarantees | 5,151,988 | 4,584,465 | |||||
Low risk | 109,528 | 138,772 | |||||
With Senior “A” guarantees and counter-guarantees | 78 | 261 | |||||
With Senior “B” guarantees and counter-guarantees | 10,359 | 21,763 | |||||
Without Senior guarantees or counter-guarantees | 99,091 | 116,748 | |||||
Medium risk | 71,970 | 49,231 | |||||
With Senior “A” guarantees and counter-guarantees | 114 | ||||||
With Senior “B” guarantees and counter-guarantees | 5,388 | 7,705 | |||||
Without Senior guarantees or counter-guarantees | 66,468 | 41,526 | |||||
High risk | 98,377 | 39,574 | |||||
With Senior “A” guarantees and counter-guarantees | 1 | ||||||
With Senior “B” guarantees and counter-guarantees | 7,448 | 2,528 | |||||
Without Senior guarantees or counter-guarantees | 90,928 | 37,046 | |||||
Irrecoverable | 26,687 | 25,713 | |||||
With Senior “A” guarantees and counter-guarantees | 127 | ||||||
With Senior “B” guarantees and counter-guarantees | 5,674 | 6,695 | |||||
Without Senior guarantees or counter-guarantees | 21,013 | 18,891 | |||||
Irrecoverable according to Central Bank's rules | 1,487 | 7,308 | |||||
With Senior “A” guarantees and counter-guarantees | 2 | 10 | |||||
With Senior “B” guarantees and counter-guarantees | 168 | 1,068 | |||||
Without Senior guarantees or counter-guarantees | 1,317 | 6,230 | |||||
Subtotal Consumer | 6,312,098 | 5,699,609 | |||||
Total | 12,748,300 | 10,990,886 |
The accompanying notes 1 through 13 to the consolidated financial statements and Exhibit I are an integral part of these statements, which are part of the stand-alone financial statements of Banco Macro S.A. and should be read together with them.
Jorge H. Brito | |||
Chairperson |
- 69 -
CONSOLIDATED FINANCIAL STATEMENTS
WITH SUBSIDIARIES
(Section 33, Law No. 19,550)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22
of the stand-alone financial statements)
(Figures stated in thousands of pesos, except otherwise indicated)
1. | SIGNIFICANT ACCOUNTING POLICIES AND SUBSIDIARIES |
1.1. | Valuation and disclosure criteria: |
According to the procedures provided in BCRA Communiqué “A” 2,227, as supplemented, and FACPCE Technical Resolution No. 21, the Bank has consolidated line-by-line (i) its balance sheets as of September 30, 2008 and December 31, 2007, and (ii) the statements of income and cash flows for the nine-month periods ended September 30, 2008 and 2007, with those of its subsidiaries detailed in point 1.2, as of each respective date.
The financial statements of the Bank’s subsidiaries have been prepared based on methods similar to those applied by the Bank to prepare its own financial statements, with respect to assets and liabilities valuation and disclosure, income (loss) measurement and restatement procedures, as explained in note 3 to the Bank’s stand-alone financial statements.
The receivables/payables and transactions between the companies were eliminated in the consolidation process.
1.2. | List of subsidiaries: |
The table below shows the treatment given to the equity interests that Banco Macro S.A. holds in subsidiaries (percentage of equity interest and votes held directly or indirectly as of September 30, 2008):
Banco Macro S.A.’s direct equity interest | Banco Macro S.A.’s direct and indirect equity interest | ||||||||||||||||||
Shares | Percentage of | Percentage of | |||||||||||||||||
Company | Type | Number | Capital stock | Possible votes | Capital stock | Possible votes | |||||||||||||
Nuevo Banco Bisel S.A. (a) | Common Preferred | 841,682,603 66,604,774 | 99.627 | % | 99.598 | % | 99.997 | % | 99.997 | % | |||||||||
Banco del Tucumán S.A. (a) | Common | 395,341 | 89.932 | % | 89.932 | % | 89.932 | % | 89.932 | % | |||||||||
Macro Bank Limited (ex Sud Bank & Trust Company Limited) (b) | Common | 9,816,899 | 99.999 | % | 99.999 | % | 99.999 | % | 99.999 | % | |||||||||
Macro Securities S.A. Sociedad de Bolsa (c) and (d) | Common | 12,776,680 | 99.154 | % | 99.154 | % | 99.921 | % | 99.921 | % | |||||||||
Sud Inversiones & Análisis S.A. (d) and (e) | Common | 6,475,143 | 98.605 | % | 98.605 | % | 98.605 | % | 98.605 | % | |||||||||
Macro Fondos S.G.F.C.I. S.A. (d) | Common | 327,183 | 19.100 | % | 19.100 | % | 98.936 | % | 98.936 | % | |||||||||
Red Innova Administradora de Fondos de Inversión S.A. “en liquidación” | Common | 4,156 | 51.000 | % | 51.000 | % | 51.000 | % | 51.000 | % |
(a) | See also notes 2.5. and 2.6. to the Bank’s stand-alone financial statements. |
(b) | Consolidated with Sud Asesores (ROU) S.A. (voting rights: 100%, equity interest: 671). |
(c) | As of the date of issuance of these financial statements, the registration with the IGJ of the capital increase by 3,386, unanimously approved by the General Regular Shareholders’ Meeting of Macro Securities S.A. Sociedad de Bolsa, held on May 12, 2008, was still pending. |
(d) | Until March 31, 2008, Macro Fondos S.G.F.C.I. S.A. was consolidated into Sud Inversiones & Análisis S.A. As from such date it is consolidated into Macro Securities S.A. Sociedad de Bolsa. |
- 70 -
CONSOLIDATED FINANCIAL STATEMENTS
WITH SUBSIDIARIES
(Section 33, Law No. 19,550)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22
of the stand-alone financial statements)
(Figures stated in thousands of pesos, except otherwise indicated)
(e) | As of the date of issuance of these financial statements, the registration with the IGJ of the capital increase by 4,223, unanimously approved by the General Regular Shareholders’ Meeting of Sud Inversiones & Análisis S.A, held on May 12, 2008, was still pending. |
In addition, the Bank consolidated its balance sheets as of December 31, 2007, and the statements of income for the nine-month period ended 30 de September de 2007, with Macro Valores S.A. On March 19, 2008, Banco Macro S.A. sold its full stockholding (99.947%) in such Company.
1.3. | Methods of incorporating foreign subsidiaries: |
The financial statements of Macro Bank Limited (consolidated with Sud Asesores (R.O.U.) S.A.) and Red Innova Administradora de Fondos de Inversión S.A. “en liquidación” were adapted to the Central Bank rules. Also, as they are originally stated in US dollars and Uruguayan pesos, respectively, they were translated into pesos following the procedures indicated below:
(a) | Assets and liabilities were converted at the reference exchange rate or the exchange rate reported by the Central Bank trading room and effective for the foreign currency at the closing of transactions on the last business day of the nine-month periods ended September 30, 2008 and the fiscal year ended December 31, 2007. |
(b) | Figures related to the owners’ contributions (capital stock, additional paid-in capital and irrevocable capital contributions) were translated applying the effective exchange rates as of the date on which such contributions were paid in. |
(c) | Retained earnings were estimated by the difference between assets, liabilities and owners’ contributions, translated into pesos, as indicated above. |
(d) | The amounts of the accounts in the statement of income for the nine-month periods ended September 30, 2008 and 2007, were converted into pesos, as of such dates according to the method described in (a) above. In both cases, the difference between the sum of the amounts thus obtained and lump-sum income (loss) for each period (difference between retained earnings at beginning of period and retained earnings at period-end ) was recorded in “Other income – Income from long-term investments” and “Financial income – Difference in quoted prices of gold and foreign currency” or “Financial expense – Difference in quoted prices of gold and foreign currency”, as the case may be, in the stand-alone and consolidated financial statements, respectively. |
The main figures included in the consolidated financial statements arising from the figures of Macro Bank Limited consolidated with Sud Asesores (R.O.U.) S.A.) and Red Innova Administradora de Fondos de Inversión S.A. “en liquidación” as of September 30, 2008, considering the translation process mentioned above are as follows:
Macro Bank Limited | Red Innova Administradora de Fondos de Inversión S.A. “en liquidación” | ||||||||||||
In thousands of USD | In thousands of Ps. | In thousands of UYU | In thousands of Ps. | ||||||||||
Assets | 171,351 | 536,363 | 4,532 | 698 | |||||||||
Liabilities | 132,188 | 413,774 | 560 | 86 | |||||||||
Shareholders’ equity | 39,163 | 122,589 | 3,972 | 612 |
- 71 -
CONSOLIDATED FINANCIAL STATEMENTS
WITH SUBSIDIARIES
(Section 33, Law No. 19,550)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22
of the stand-alone financial statements)
(Figures stated in thousands of pesos, except otherwise indicated)
1.4. | The table below shows total assets, liabilities, shareholders’ equity and income of Banco Macro S.A. and each one of its subsidiaries as of September 30, 2008: |
Banco Macro S.A. | Nuevo Banco Bisel S.A. | Banco del Tucumán S.A. | Macro Bank Limited | Other subsidiaries | Eliminations | Banco Macro S.A. consolidated | ||||||||||||||||
(1) | (2) | |||||||||||||||||||||
Assets | 20,315,606 | 4,401,830 | 1,455,994 | 536,363 | 88,241 | 3,174,390 | 23,623,644 | |||||||||||||||
Liabilities | 17,575,638 | 3,089,210 | 1,311,923 | 413,774 | 58,746 | 1,565,615 | 20,883,676 | |||||||||||||||
Shareholders’ equity | 2,739,968 | 1,312,620 | 144,071 | 122,589 | 29,495 | 1,608,775 | 2,739,968 | |||||||||||||||
Income (loss) | 475,831 | 199,254 | 23,874 | 4,269 | 3,039 | 230,436 | 475,831 |
(1) | Figures related to Macro Bank Limited consolidated with Sud Asesores (ROU) S.A. |
(2) | Figures related to the subsidiaries Macro Securities S.A. Sociedad de Bolsa (consolidated with Macro Fondos Sociedad Gerente de Fondos Comunes de Inversión S.A.), Sud Inversiones & Análisis S.A. and Red Innova Administradora de Fondos de Inversión S.A. “en liquidación”. |
2. | RESTRICTED ASSETS |
In addition to the assets broken down in note 7 to the stand-alone financial statements, certain assets are restricted as follows:
2.1. | Banco del Tucumán S.A.: |
a) | Other receivables from financial intermediation |
As of September 30, 2008 and December 31, 2007, Banco del Tucumán S.A. continued to keep as security the amounts related to the special guarantee checking accounts opened in the Central Bank of Argentina for transactions related to the electronic clearing houses and similar ones for an amount of 21,525 and 22,168, respectively.
b) | Other receivables |
As of September 30, 2008 and December 31, 2007, this includes funds related to credit card transactions in the amount of 642 and 567, respectively.
2.2. | Nuevo Banco Bisel S.A.: |
a) | Government securities and loans |
a.1) | As of September 30, 2008 and December 31, 2007, Nuevo Banco Bisel S.A. continues to keep as security Book-entry mortgage bills and Guaranteed loans for 169,362 and 170,271, respectively, assigned to the Central Bank of Argentina to secure the loans for the acquisition of the Argentine Government Bonds (section 14, Presidential Decree No. 905/2002 “Canje I”), which amounted to 138,757 and 163,122 as of such dates. |
a.2) | As of September 30, 2008 and December 31, 2007, Central Bank listed notes (NOBAC) for a book value of 12,336 and 26,146, were delivered to the Central Bank of Argenitna to guarantee the credit transaction granted according to the IADB line for the global credit program for micro-, small- and medium-sized enterprise in the amount of 8,091 and 9,131 respectively. |
- 72 -
CONSOLIDATED FINANCIAL STATEMENTS
WITH SUBSIDIARIES
(Section 33, Law No. 19,550)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22
of the stand-alone financial statements)
(Figures stated in thousands of pesos, except otherwise indicated)
b) | Other receivables from financial intermediation |
As of September 30, 2008 and December 31, 2007, it continued to keep as security 12,545 and 12,117 related to the amounts of the special guarantee checking accounts opened in the Central Bank of Argentina for transactions related to the electronic clearing houses and similar ones.
c) | Bank premises and equipment and other assets |
As of September 30, 2008, certain bank premises and other assets, with a residual value of 1,761, are in the process of final documentation and transfer of ownership.
d) | Other receivables |
As of September 30, 2008, and December 31, 2007, it continued to keep as security 11,754 and 13,707, respectively, including mainly, among others, receivables from foreign correspondents acquired from Fideicomiso Bisel and subject to attachments against former Banco Bisel S.A., although these accounts are part of the assets excluded from former Banco Bisel S.A. as per Resolution 580/02 of the Central Bank Board of Governors. These amounts were fully booked as allowance as of both dates.
2.3. | Macro Securities S.A. Sociedad de Bolsa: |
a) | Other receivables from financial intermediation |
As of September 30, 2008 and December 31, 2007, it has equity interests in the Risk Fund of Puente Hnos. S.G.R. for 1,015 and 1,071, respectively, resulting from a 1,000 contribution made on October 19, 2007. Such contribution may be fully or partially reimbursed after two years as from the contribution date.
b) | Interests in other companies |
b.1) | As of September 30, 2008 and December 31, 2007, the two shares in Mercado de Valores de Buenos Aires S.A. in the amount of 1,452 are pledged in favor of "La Buenos Aires Cía. Argentina de Seguros S.A.” under the insurance agreement entered into by the company that issued such shares to cover the security granted in connection with Sociedad de Bolsa’s possible failure to comply with its obligations. |
b.2) | As of September 30, 2008 and December 31, 2007, investments in Tunas del Chaco S.A., Emporio del Chaco S.A. and Proposis S.A. in the amount of 2,127, and 2,117, respectively, under the deferment of federal taxes, subscribed in accordance with the promotion system established by Law No. 22,021, as amended by Law No. 22,702, which provides that the investment must be kept in assets for a term not shorter than five years starting on January 1 of the year subsequent to that when the investment was made (investment year: 2003). |
2.4. | Macro Fondos Sociedad Gerente de Fondos Comunes de Inversión S.A. |
Other receivables from financial intermediation
As of September 30, 2008 and December 31, 2007, it has equity interests in the Risk Fund of Puente Hnos. S.G.R. for 4,061 and 4,285, respectively, resulting from a 4,000 contribution made by Macro Fondos Sociedad Gerente de Fondos Comunes de Inversión S.A. on October 19, 2007. Such contribution may be fully or partially reimbursed after two years as from the contribution date.
2.5. | Foreign subsidiaries: |
Other receivables
As of September 30, 2008, the subsidiaries Macro Bank Limited and Red Innova Administradora de Fondos de Inversión S.A. “en liquidación” recorded 400 and 696, respectively, as security deposits.
- 73 -
CONSOLIDATED FINANCIAL STATEMENTS
WITH SUBSIDIARIES
(Section 33, Law No. 19,550)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22
of the stand-alone financial statements)
(Figures stated in thousands of pesos, except otherwise indicated)
3. | FINANCING FACILITIES CONCENTRATION |
The following is the Bank’s consolidated financing facilities concentration with its subsidiaries as of September 30, 2008 and December 31, 2007:
09/30/2008 | 12/31/2007 | ||||||||||||
Number of customers | Outstanding balance | % of total portfolio | Outstanding balance | % of total portfolio | |||||||||
10 largest customers | 2,355,758 | 18.48 | 1,627,448 | 14.81 | |||||||||
50 next largest customers | 1,672,811 | 13.12 | 1,599,090 | 14.55 | |||||||||
100 next largest customers | 930,805 | 7.30 | 864,242 | 7.86 | |||||||||
Other customers | 7,788,926 | 61.10 | 6,900,106 | 62.78 | |||||||||
Total | 12,748,300 | 100.00 | 10,990,886 | 100.00 |
4. | FINANCING BREAKDOWN BY TERM |
The following is the breakdown by term of the Bank's financing consolidated with its subsidiaries as of September 30, 2008:
Maturity | ||||||||||
Item | Up to 12 months | Over 12 months | Total | |||||||
Non-financial government sector | 201,022 | 692,753 | 893,775 | |||||||
Financial sector | 115,088 | 10,168 | 125,256 | |||||||
Non-financial private sector and foreign residents | 7,222,617 | 4,506,652 | 11,729,269 | |||||||
Total | 7,538,727 | 5,209,573 | 12,748,300 |
- 74 -
CONSOLIDATED FINANCIAL STATEMENTS
WITH SUBSIDIARIES
(Section 33, Law No. 19,550)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22
of the stand-alone financial statements)
(Figures stated in thousands of pesos, except otherwise indicated)
5. | DEPOSIT CONCENTRATION |
The following is the Bank’s consolidated deposit concentration with its subsidiaries as of September 30, 2008 and December 31, 2007:
09/30/2008 | 12/31/2007 | ||||||||||||
Number of customers | Outstanding balance | % of total portfolio | Outstanding balance | % of total portfolio | |||||||||
10 largest customers | 3,186,436 | 18.98 | 1,666,349 | 12.26 | |||||||||
50 next largest customers | 2,696,848 | 16.07 | 1,827,564 | 13.45 | |||||||||
100 next largest customers | 1,086,812 | 6.47 | 875,095 | 6.44 | |||||||||
Other customers | 9,815,152 | 58.48 | 9,222,141 | 67.85 | |||||||||
Total | 16,785,248 | 100.00 | 13,591,149 | 100.00 |
6. | BREAKDOWN OF DEPOSITS, OTHER LIABILITIES FROM FINANCIAL INTERMEDIATION AND SUBORDINATED CORPORATE BONDS BY TERM |
The following is the due date breakdown by term of the Bank’s deposits, other liabilities from financial intermediation and subordinated corporate bonds consolidated with its subsidiaries by term as of September 30, 2008:
Maturity | ||||||||||
Item | Up to 12 months | Over 12 months | Total | |||||||
Deposits | 16,754,790 | 30,458 | 16,785,248 | |||||||
Other liabilities from financial intermediation | ||||||||||
Central Bank of Argentina | 75,820 | 220,826 | 296,646 | |||||||
Banks and International Institutions | 86,762 | 156,510 | 243,272 | |||||||
Nonsubordinated corporate bonds | 16,082 | 716,431 | 732,513 | |||||||
Financing received from financial institutions in Argentina | 114,076 | 42,081 | 156,157 | |||||||
Other | 493,840 | 81,136 | 574,976 | |||||||
786,580 | 1,216,984 | 2,003,564 | ||||||||
Subordinated corporate bonds | 36,987 | 470,404 | 507,391 | |||||||
Total | 17,578,357 | 1,717,846 | 19,296,203 |
- 75 -
CONSOLIDATED FINANCIAL STATEMENTS
WITH SUBSIDIARIES
(Section 33, Law No. 19,550)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22
of the stand-alone financial statements)
(Figures stated in thousands of pesos, except otherwise indicated)
7. | CHANGES IN ALLOWANCES AND PROVISIONS |
The following are the changes in the Bank’s allowances and provisions consolidated with its subsidiaries as of September 30, 2008:
Balances at beginning of | Decreases | Balances at | ||||||||||||||
Item | year | Increases | Write off | Reversals | period-end | |||||||||||
Allowances | ||||||||||||||||
For government and private securities | 27 | 27 | ||||||||||||||
For loans (a) | 220,422 | 109,578 | 49,470 | 20,360 | 260,170 | |||||||||||
For other receivables from financial intermediation | 206,939 | 13,432 | 485 | 1,689 | 218,197 | |||||||||||
For assets subject to financial lease | 4,898 | 836 | 121 | 5,613 | ||||||||||||
For investments in other companies | 697 | 45 | 487 | 8 | 247 | |||||||||||
For other receivables | 27,034 | 4,811 | 8,893 | 363 | 22,589 | |||||||||||
Total | 460,017 | 128,702 | 59,335 | 22,541 | 506,843 | |||||||||||
Provisions | ||||||||||||||||
For contingent commitments | 1,660 | 17 | 175 | 1,502 | ||||||||||||
For negative goodwill | 483 | 483 | ||||||||||||||
For other contingencies | 78,044 | 21,899 | 14,393 | 939 | 84,611 | |||||||||||
Difference from court deposits dollarization (b) | 21,146 | 117 | 3,460 | 289 | 17,514 | |||||||||||
Total | 101,333 | 22,033 | 17,853 | 1,403 | 104,110 |
(a) | Increases include 13,034 related to customers classified as irrecoverable in memorandum accounts that were reclassified to assets in “Irrecoverable situation”, as refinancing agreements were entered into. |
(b) | Related to the additional liabilities related to the issues mentioned in note 3.3.l.3) to the Bank’s stand-alone financial statements. |
- 76 -
CONSOLIDATED FINANCIAL STATEMENTS
WITH SUBSIDIARIES
(Section 33, Law No. 19,550)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22
of the stand-alone financial statements)
(Figures stated in thousands of pesos, except otherwise indicated)
8. | FOREIGN CURRENCY BALANCES |
The following are the Bank's amounts in foreign currency consolidated with its subsidiaries as of September 30, 2008 and December 31, 2007:
09/30/2008 | 12/31/2007 | ||||||||||||||||||||||||
Total per currency | |||||||||||||||||||||||||
Items | Total | US dollar | Pound sterling | Swiss franc | Yen | Euro | Other | Total | |||||||||||||||||
Assets | |||||||||||||||||||||||||
Cash | 1,313,142 | 1,288,573 | 477 | 101 | 188 | 23,602 | 201 | 1,001,459 | |||||||||||||||||
Government and private securities | 415,391 | 415,391 | 288,364 | ||||||||||||||||||||||
Loans | 2,098,067 | 2,097,942 | 125 | 1,598,906 | |||||||||||||||||||||
Other receivables from financial intermediation | 389,992 | 389,797 | 195 | 236,249 | |||||||||||||||||||||
Assets under financial lease | 61,666 | 61,666 | 20,343 | ||||||||||||||||||||||
Interests in other companies | 453 | 453 | 1,337 | ||||||||||||||||||||||
Other receivables | 52,905 | 52,209 | 696 | 22,641 | |||||||||||||||||||||
Items pending allocation | 582 | 582 | 52 | ||||||||||||||||||||||
Total | 4,332,198 | 4,306,613 | 477 | 101 | 188 | 23,922 | 897 | 3,169,351 | |||||||||||||||||
Liabilities | |||||||||||||||||||||||||
Deposits | 2,390,350 | 2,388,494 | 1,856 | 2,119,235 | |||||||||||||||||||||
Other liabilities from financial intermediation | 1,244,761 | 1,240,389 | 7 | 15 | 4,350 | 984,008 | |||||||||||||||||||
Other liabilities | 9,180 | 8,576 | 518 | 86 | 7,289 | ||||||||||||||||||||
Subordinated corporate bonds | 495,700 | 495,700 | 488,192 | ||||||||||||||||||||||
Items pending allocation | 28 | ||||||||||||||||||||||||
Total | 4,139,991 | 4,133,159 | 7 | 15 | 6,724 | 86 | 3,598,752 |
- 77 -
CONSOLIDATED FINANCIAL STATEMENTS
WITH SUBSIDIARIES
(Section 33, Law No. 19,550)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22
of the stand-alone financial statements)
(Figures stated in thousands of pesos, except otherwise indicated)
09/30/2008 | 12/31/2007 | ||||||||||||||||||||||||
Total per currency | |||||||||||||||||||||||||
Items | Total | US dollar | Pound sterling | Swiss franc | Yen | Euro | Other | Total | |||||||||||||||||
Memorandum accounts | |||||||||||||||||||||||||
Debit-balance accounts | |||||||||||||||||||||||||
(except contra debit-balance accounts) | |||||||||||||||||||||||||
Contingent | 565,024 | 564,732 | 292 | 325,699 | |||||||||||||||||||||
Control | 1,322,015 | 1,313,776 | 81 | 489 | 7,663 | 6 | 1,680,183 | ||||||||||||||||||
Derivatives | 60,669 | 47,436 | 13,233 | 76,697 | |||||||||||||||||||||
Credit-balance accounts | |||||||||||||||||||||||||
(except contra credit-balance accounts) | |||||||||||||||||||||||||
Contingent | 178,446 | 164,096 | 13,952 | 398 | 201,226 | ||||||||||||||||||||
Derivatives | 33,177 | 19,062 | 14,115 | 549 | |||||||||||||||||||||
9. | DERIVATIVE FINANCIAL INSTRUMENTS |
The following is the breakdown of the volumes in absolute values of transactions effective as of September 30, 2008 and December 31, 2007, according to the type of derivative financial instrument involved in transactions performed by the Bank and its subsidiaries (see note 11 to the Bank’s stand-alone financial statements):
Type of contract / underlying asset | 09/30/2008 | 12/31/2007 | |||||
Futures / Foreign currency | 3,250,114 | 426,249 | |||||
Futures / Government securities | 748,311 | 291,685 | |||||
Forwards / Foreign currency | 362,283 | ||||||
Options / BODEN coupons | 98,400 | 113,809 | |||||
Options / Stock index | 33,177 | 549 | |||||
Swap / Other | 35,999 | 36,238 | |||||
Options / Foreign currency | 24,670 | ||||||
Forwards / Government securities | 3,328 |
- 78 -
CONSOLIDATED FINANCIAL STATEMENTS
WITH SUBSIDIARIES
(Section 33, Law No. 19,550)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22
of the stand-alone financial statements)
(Figures stated in thousands of pesos, except otherwise indicated)
In addition, positions of transactions effective as of September 30, 2008 and December 31, 2007, are as follows:
Transaction | 09/30/2008 | 12/31/2007 | |||||
Net liability position of repurchase agreements | (446,432 | ) | (261,400 | ) | |||
Net asset position of forward foreign-currency transactions without delivery of underlying asset | 507,135 | 236,573 | |||||
Position of put options sold on BODEN 2007, 2012 and 2013 coupons | 98,400 | 113,809 | |||||
Interest rate swap | 35,999 | 36,238 | |||||
Position of stock index call options sold | 33,177 | 549 | |||||
Position of foreign currency call options sold | 24,670 | ||||||
Net liability position of forward government securities transactions offset | (3,328 | ) |
10. | INCOME TAX AND MINIMUM PRESUMED INCOME TAX |
Apart from what was mentioned in note 4 to the Bank’s stand-alone financial statements, the following shows the situation of the main subsidiaries.
As of September 30, 2008 and 2007, Banco del Tucumán S.A. estimated income tax for 20,185 and 6,500, respectively. In addition, as of September 30, 2008, it capitalized income tax prepayments in the amount of 4,705 for fiscal year 2008. In addition, as of December 31, 2007, such bank capitalized 3,601 as minimum presumed income tax credit under the terms of Central Bank Communiqué “A” 4295 which, as of the date of issuance of these financial statements was used to settle income tax for fiscal 2007. As of September 30, 2008, the bank had no such capitalized amounts.
As of September 30, 2008 and 2007, Nuevo Banco Bisel S.A. did not accrue income tax because it carried accumulated NOLs as of such dates. In addition, such bank capitalized an amount of 28,371 for minimum presumed income tax –the estimated term of use of which is 2008-, which includes prepayments for 2,667 booked in “Other receivables - Other”.
During the year ended December 31, 2007, Nuevo Banco Bisel S.A. reversed the allowances booked for all minimum presumed income tax credits, based on the compliance with the requirements established by Central Bank Communiqués “A” 4295 and “A” 4111, as amended, and the estimates related to the future progress of the Bank’s business, which show a high degree of likelihood that taxable income will allow absorbing such credits.
11. | BREAKDOWN OF THE ITEMS INCLUDED IN “OTHERS” AND MAIN SUBACCOUNTS |
The breakdown of the “Other” account in the balance sheet and statement of income consolidated with subsidiaries is as follows:
09/30/2008 | 12/31/2007 |
11.1) | Loans - Other |
Other loans | 1,078,018 | 864,750 | |||||
Export financing and prefinancing | 757,664 | 848,982 | |||||
Documentary credits | 364 | 798 | |||||
Government securities | 10,718 | 4,448 | |||||
1,846,764 | 1,718,978 |
- 79 -
CONSOLIDATED FINANCIAL STATEMENTS
WITH SUBSIDIARIES
(Section 33, Law No. 19,550)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22
of the stand-alone financial statements)
(Figures stated in thousands of pesos, except otherwise indicated)
09/30/2008 | 12/31/2007 |
11.2) | Other receivables from financial intermediation – Other receivables not covered by debtor classification standards |
Certificates of participation in financial trusts | 344,196 | 471,942 | |||||
Debt securities in financial trusts | 205,154 | 77,030 | |||||
Other | 369 | 705 | |||||
549,719 | 549,677 |
11.3) | Other receivables - Other |
Sundry receivables | 107,441 | 89,901 | |||||
Tax prepayments | 43,773 | 51,674 | |||||
Security deposits | 26,489 | 25,190 | |||||
Advance payments | 23,286 | 33,434 | |||||
Other | 7,844 | 9,146 | |||||
208,833 | 209,345 |
11.4) | Deposits - Other |
Balances of accounts without movements | 244,913 | 231,326 | |||||
Unemployment fund for workers of the construction industry | 57,486 | 50,307 | |||||
Attachments | 15,970 | 15,616 | |||||
Special deposits related to inflows of foreign funds | 5,553 | 19,851 | |||||
Security deposits | 4,044 | 5,289 | |||||
Orders payable | 575 | 5,971 | |||||
Other | 35,800 | 62,816 | |||||
364,341 | 391,176 |
11.5) | Other liabilities from financial intermediation - Other |
Other payment orders pending settlement | 104,325 | 67,152 | |||||
Miscellaneous not subject to minimum cash requirements | 76,691 | 55,910 | |||||
Amounts payable | 74,714 | 56,237 | |||||
Other withholdings and additional withholdings | 73,318 | 63,879 | |||||
SEDESA – Purchase of preferred shares of Nuevo Banco Bisel S.A. (see note 2.6. to the stand-alone financial statements) | 71,653 | 68,890 | |||||
Collections and other transactions on account and behalf of others | 56,631 | 102,163 | |||||
Retirement pension payment orders pending settlement | 46,906 | 19,149 | |||||
Miscellaneous subject to minimum cash requirements | 33,165 | 18,594 | |||||
Miscellaneous | 37,140 | 41,639 | |||||
574,543 | 493,613 |
- 80 -
CONSOLIDATED FINANCIAL STATEMENTS
WITH SUBSIDIARIES
(Section 33, Law No. 19,550)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22
of the stand-alone financial statements)
(Figures stated in thousands of pesos, except otherwise indicated)
09/30/2008 | 12/31/2007 |
11.6) | Other liabilities - Other |
Taxes payable | 228,022 | 123,300 | |||||
Miscellaneous payables | 76,289 | 86,045 | |||||
Salaries and payroll taxes payable | 24,140 | 16,052 | |||||
Withholdings on salaries | 8,619 | 7,315 | |||||
Prepayment for the sale of assets | 3,475 | 5,771 | |||||
Other | 1,979 | 1,999 | |||||
342,524 | 240,482 |
11.7) | Memorandum accounts – Debit-balance accounts – Control – Other |
Checks and securities in custody | 3,497,910 | 3,814,881 | |||||
Checks not yet collected | 495,961 | 371,082 | |||||
Managed portfolios | 403,859 | 424,957 | |||||
Checks and securities to be debited | 284,178 | 218,275 | |||||
Checks and securities to be collected | 111,084 | 102,163 | |||||
4,792,992 | 4,931,358 |
09/30/2008 | 09/30/2007 |
11.8) | Financial income – Net income from government and private securities |
Income from government securities | 366,478 | 258,740 | |||||
Income from participation in financial trusts | 35,932 | 25,599 | |||||
Other | 16,224 | 13,125 | |||||
418,634 | 297,464 |
11.9) | Financial income – Other |
Income from assets subject to financial lease | 53,898 | 41,439 | |||||
Interest on loans for export prefinancing and financing | 42,041 | 31,547 | |||||
Premiums on reverse repurchase agreements with the financial sector | 20,862 | 19,527 | |||||
Other | 16,653 | 3,738 | |||||
133,454 | 96,251 |
11.10) | Financial expense – Other |
Turnover tax | 63,127 | 33,682 | |||||
Valuation allowance of loans to the government sector – Communiqué “A” 3,911 | 44,967 | 19,054 | |||||
Premiums on repurchase agreements with the financial sector | 2,952 | 7,112 | |||||
Other | 36 | ||||||
111,082 | 59,848 |
- 81 -
CONSOLIDATED FINANCIAL STATEMENTS
WITH SUBSIDIARIES
(Section 33, Law No. 19,550)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22
of the stand-alone financial statements)
(Figures stated in thousands of pesos, except otherwise indicated)
09/30/2008 | 09/30/2007 |
11.11) | Service-charge income - Other |
Debit and credit card income | 111,848 | 72,767 | |||||
Rental of safe deposit boxes | 11,258 | 10,270 | |||||
Service commissions-UTE (see note 2.4. to the stand-alone financial statements) | 10,470 | 9,851 | |||||
Other | 24,387 | 43,653 | |||||
157,963 | 136,541 |
11.12) | Service-charge expense - Other |
Debit and credit card expense | 37,215 | 31,483 | |||||
Turnover tax | 23,138 | 20,823 | |||||
Commissions on loan placements | 6,126 | 8,073 | |||||
Other | 15,457 | 12,482 | |||||
81,936 | 72,861 |
11.13) | Administrative expenses – Other operating expenses |
Maintenance, conservation and repair expenses | 34,330 | 26,705 | |||||
Security services | 30,723 | 25,999 | |||||
Electric power and communications | 27,296 | 25,680 | |||||
Leases | 15,580 | 13,891 | |||||
Stationery and office supplies | 11,942 | 11,119 | |||||
Insurance | 4,509 | 4,661 | |||||
124,380 | 108,055 |
11.14) | Other income – Other |
Gain on transactions or sale of bank premises and equipment, and other assets | 10,203 | 4,923 | |||||
Other adjustments and interest on other receivables | 4,607 | 2,765 | |||||
Certifications | 666 | 297 | |||||
Credit cards | 533 | 1,451 | |||||
Leases | 378 | 314 | |||||
Other | 24,493 | 17,048 | |||||
40,880 | 26,798 |
11.15) | Other expense – Other |
Tax on bank account transactions | 28,381 | 19,672 | |||||
Non-computable VAT credit | 15,000 | 13,456 | |||||
Shareholders’ personal assets tax | 10,041 | 8,817 | |||||
Turnover tax | 3,909 | 1,441 | |||||
Donations | 2,187 | 1,188 | |||||
Corporate bonds issuance expenses | 110 | 8,146 | |||||
Other | 10,546 | 11,473 | |||||
70,174 | 64,193 |
- 82 -
CONSOLIDATED FINANCIAL STATEMENTS
WITH SUBSIDIARIES
(Section 33, Law No. 19,550)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22
of the stand-alone financial statements)
(Figures stated in thousands of pesos, except otherwise indicated)
12. | PORTFOLIO MANAGEMENT |
In addition to the disclosures in note 12 to the Bank’s stand alone financial statements, as of September 30, 2008, and December 31, 2007, Banco del Tucumán S.A. manages:
12.1. | The loan portfolio assigned as part of the transfer process of Banco San Miguel de Tucumán S.A. for a total of 13,427 as of December 31, 2007. The management agreement for the residual portfolio of former Banco San Miguel de Tucumán S.A. executed by Banco del Tucumán S.A. and the Municipality of San Miguel de Tucumán was terminated on July 8, 2008, sending notice thereof to the Central Bank on October 17, 2008, under file No. 054908. |
12.2. | The trust agreement Fideicomiso Financiero Gas Tucumán I for a total amount of 7,197 and 4,152, respectively. |
13. | TRUST AGREEMENTS |
In order to disclose the main trust transactions more appropriately, they have been grouped based on the purpose of the business (from the Bank's standpoint).
13.1. | Financial trusts for investment purposes: |
In addition to the disclosures made in note 15 to the Bank’s stand-alone financial statements, the subsidiaries had the following certificates of participation (net of provisions for 174,930 and 176,430) recorded in their financial statements as of September 30, 2008, and December 31, 2007, respectively:
Financial trust | 09/30/2008 | 12/31/2007 | |||||
Certificates of participation: | |||||||
TST & AF (a) | 31,965 | 33,611 | |||||
Other | 8,151 | 14,072 | |||||
Subtotal certificates of participation | 40,116 | 47,683 |
(a) | Fideicomiso TST & AF |
On November 29, 2005, an agreement was executed to replace the trustee of Fideicomiso Financiero TST & AF between Austral Financial LLC (formerly known as Tishman Speyer – Citigroup Alternative Investments and Austral Financial LLC), in its capacity as trustor, First Trust of New York, National Association, permanent representation office in Argentina, in its capacity as trustee, Sud Inversiones y Análisis S.A., in its capacity as substitute trustee, and Austral Financial LLC, Proa del Puerto S.A. and Sud Bank and Trust CL (subsidiary of Banco Macro S.A.), in their capacity as beneficiaries, whereby the beneficiaries ratify the acceptance of the trustee’s resignation and appoint Sud Inversiones y Análisis S.A. as substitute trustee of the trust.
The purpose of the trust is to develop a real estate project in Puerto Madero and the subsequent sale thereof to settle the certificates of participation.
As of the date of issuance these financial statements, Banco Macro S.A. is beneficiary of 33% of the Class “A” certificates of participation, issued by Fideicomiso TST & AF.
As per the latest accounting information available to date, corpus assets amounted to about 224,281.
This trust will terminate 30 years after the execution and/or full payment, sale or any other disposition related to the project in full.
- 83 -
CONSOLIDATED FINANCIAL STATEMENTS
WITH SUBSIDIARIES
(Section 33, Law No. 19,550)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008
(Translation of financial statements originally issued in Spanish – See note 22
of the stand-alone financial statements)
(Figures stated in thousands of pesos, except otherwise indicated)
In addition, within the framework of the reorganization process of former Banco Bisel S.A., as established by section 35 bis, Law No. 21,526, on May 21, 2002, Fideicomiso Bisel was created with assets transferred by former Banco Bisel S.A., being Banco de la Nación Argentina appointed as trustee (replaced by Sud Inversiones y Análisis S.A. as from May 20, 2008). The purpose of the trust is to realize the managed assets and settle the certificates of participation issued.
As of September 30, 2008, and December 31, 2007, Banco Macro S.A., through its subsidiary Nuevo Banco Bisel S.A., owns 100% of the certificates issued by the trust.
As of September 30, 2008, and December 31, 2007, the amounts receivable booked were fully provisioned, since they were deemed unrecoverable.
13.2. | Trusts in which the Bank’s subsidiaries act as trustees (administration): |
In these trusts, the Bank only performs administration tasks in relation to the corpus assets, in conformity with the agreements.
In no case shall the trustee be liable with its own assets or for any obligation deriving from the performance as trustee. Such obligations do not imply any type of indebtedness or commitment for the trustee and they will be fulfilled only through trust assets. In addition, the trustee will not encumber the corpus assets or dispose of them beyond the limits established in the related trust agreements.
The Bank’s subsidiaries entered into administration trust agreements for the following main purposes:
(a) | Managing the trust’s corpus assets to guarantee in favor of the beneficiary the existence of the resources required to finance and/or pay certain obligations, and pay invoices and fees established in the respective agreements. |
(b) | To promote the productive development of micro-, small- and medium-sized companies. |
Below is a breakdown of the trusts that are effective to date:
Name | Trustor | Trustee | Beneficiary | Creation date | Assets managed | |||||||||||
Fideicomiso Puerto Madero Siete | Investors (natural persons related to the Bank) | S.I.A.S.A. | Investors (natural persons) | 09/27/2005 | 141,442 | (1) | ||||||||||
Fideicomiso Mypes II | Ministry of Economy and Production | S.I.A.S.A. | Ministry of Economy and Production | 05/26/2004 | 14,484 | (1) | ||||||||||
Fideicomiso Financiero "Racing por Siempre I " | Blanquiceleste S.A. | S.I.A.S.A.. | Blanquiceleste S.A. | 10/23/2006 | 9,530 | (1) |
(1) | Amount of the corpus assets, as per the latest accounting information available. |
As of September 30, 2008, the guarantee trust SINERGIA is undergoing liquidation proceedings as the purpose of the agreement executed on July 23, 2007, has been fulfilled.
In addition, the Company carried out transactions in order to securitize and secure loans granted by the Bank as described in notes 15.2. and 15.3., respectively, to the Bank’s stand-alone financial statements.
- 84 -
EXHIBIT I
CONSOLIDATED DETAIL OF GOVERNMENT AND PRIVATE SECURITIES
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish -
See note 22 to the stand-alone financial statements)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 | |||||||||
Name | Market value | Book balance | Book balance | |||||||
GOVERNMENT AND PRIVATE SECURITIES | ||||||||||
GOVERNMENT SECURITIES | ||||||||||
Holdings for trading or financial intermediation | ||||||||||
- Local | ||||||||||
Federal government bonds in US dollars at LIBOR - Maturity: 2012 | 133,990 | 133,990 | 140,870 | |||||||
Consolidation bonds of social security payables in pesos - Third series at 2% | 89,527 | 89,527 | 55,212 | |||||||
Argentine Government bonds at 7% - Maturity: 2017 | 76,840 | 76,840 | 45,954 | |||||||
Discount bonds denominated in pesos - Maturity: 2033 | 36,147 | 36,147 | 18,746 | |||||||
Secured bonds under Presidential Decree No. 1,579/02 | 24,419 | 24,419 | 38,299 | |||||||
Argentine Government bonds in US dollars at 7% - Maturity: 2013 | 17,760 | 17,760 | ||||||||
Discount bonds denominated in US dollars - Maturity: 2033 (governed by New York State legislation) | 12,358 | 12,358 | 1 | |||||||
Federal government bonds in pesos - Maturity: 2014 | 10,533 | 10,533 | 10,426 | |||||||
Consolidation bonds in pesos - Second series | 9,682 | 9,682 | 3,537 | |||||||
Consolidation bonds of social security payables in pesos - Fourth Series | 9,563 | 9,563 | 15,458 | |||||||
Argentine Government bonds in US dollars at 7% - Maturity: 2015 | 9,525 | 9,525 | 17 | |||||||
Consolidation bonds in pesos - Fourth series | 4,933 | 4,933 | 4,663 | |||||||
Consolidation bonds in pesos - Sixth series | 4,222 | 4,222 | 2,036 | |||||||
Argentine Government bonds in US dollars at 7% - Maturity: 2011 | 2,420 | 2,420 | 1,462 | |||||||
Federal government bonds in US dollars at LIBOR - Maturity: 2013 | 2,411 | 2,411 | 4,399 | |||||||
Bonds for the conversion and restructuring of government borrowing, Province of Tucumán - Consadep - First series | 1,904 | 1,904 | 2,828 | |||||||
Par bonds denominated in US dollars - Maturity: 2038 (governed by Argentine legislation) | 1,711 | 1,711 | 368 | |||||||
Par bonds denominated in pesos - Maturity: 2038 | 441 | 441 | 1,590 | |||||||
Par bonds denominated in US dollars - Maturity: 2038 (governed by New York State legislation) | 382 | 382 | ||||||||
GDP-related securities in US dollars - Maturity: 2035 (governed by Argentine Law) | 260 | 260 | 28 | |||||||
Discount bonds denominated in US dollars - Maturity: 2033 (governed by Argentine legislation) | 256 | 256 | ||||||||
GDP-related eligible securities in US dollars - Maturity: 2035 (governed by New York State legislation) | 179 | 179 | 214 | |||||||
Bonds of Amortization at 5.5% - Province of Mendoza - Maturity: 2018 | 7,533 | |||||||||
Federal government bonds in pesos - Maturity: 2008 | 3,414 | |||||||||
Other | 194 | 194 | 1,344 | |||||||
Subtotal local holdings for trading or financial intermediation | 449,657 | 358,399 | ||||||||
- Foreign | ||||||||||
Treasury Bill - Maturity: 10-30-08 | 28,610 | 28,610 | ||||||||
Treasury Notes - Maturity: 10-31-08 | 16,022 | 16,022 | ||||||||
Bundesrepublik Deuchland bonds - Maturity: 10-10-08 | 9,122 | 9,122 | ||||||||
Treasury Bill - Maturity: 10-23-08 | 326 | 326 | ||||||||
Treasury Bill - Maturity: 10-16-08 | 4 | 4 | ||||||||
Subtotal foreign holdings for trading or financial intermediation | 54,084 | |||||||||
Subtotal holdings for trading or financial intermediation | 503,741 | 358,399 | ||||||||
Unlisted government securities | ||||||||||
- Local | ||||||||||
Argentine Government bonds in Argentine pesos at private Badlar + 350 (Bonar XIII) - Maturity: 2013 | 50,579 | |||||||||
Federal government bonds in US dollars at LIBOR - Maturity: 2013 | 11,778 | 11,987 | ||||||||
Province of Tucumán bonds - Second series in dollars at 9,45% | 4,981 | 8,112 | ||||||||
Other | 15 | 52 | ||||||||
Subtotal unlisted government securities | 67,353 | 20,151 |
Jorge H. Brito | ||||
Chairperson |
- 85 -
EXHIBIT I
(Continued)
CONSOLIDATED DETAIL OF GOVERNMENT AND PRIVATE SECURITIES
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish -
See note 22 to the stand-alone financial statements)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 | |||||||||
Name | Market value | Book balance | Book balance | |||||||
INSTRUMENTS ISSUED BY THE CENTRAL BANK OF ARGENTINA | ||||||||||
Central Bank of Argentina Bills - Under repo transactions | ||||||||||
Central Bank of Argentina bills in pesos - Maturity: 10-15-08 | 588,710 | 588,710 | ||||||||
Central Bank of Argentina bills in pesos - Maturity: 01-09-08 | 19,929 | |||||||||
Central Bank of Argentina bills in pesos - Maturity: 01-21-09 | 8,605 | |||||||||
Central Bank of Argentina bills in pesos - Maturity: 11-12-08 | 1,765 | |||||||||
Subtotal Central Bank of Argentina Bills - Under repo transactions | 588,710 | 30,299 | ||||||||
Central Bank of Argentina Internal bills - Unlisted - Own portfolio | ||||||||||
Central Bank of Argentina Internal bills in pesos - Maturity: 10-01-08 | 190,000 | |||||||||
Central Bank of Argentina Internal bills in pesos - Maturity: 10-29-08 | 148,531 | |||||||||
Central Bank of Argentina Internal bills in pesos - Maturity: 12-03-08 | 98,175 | |||||||||
Subtotal Central Bank of Argentina Internal bills - Unlisted - Own portfolio | 436,706 | |||||||||
Central Bank of Argentina notes - Listed - Own portfolio | ||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 11-26-08 | 314,552 | 314,552 | 295,678 | |||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 01-21-09 | 191,774 | 191,774 | 180,836 | |||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 11-05-08 | 170,904 | 170,904 | 185,022 | |||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 02-11-09 | 164,994 | 164,994 | 237,350 | |||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 12-17-08 | 135,115 | 135,115 | 139,492 | |||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 12-03-08 | 101,570 | 101,570 | ||||||||
Central Bank of Argentina notes in pesos adjustable by CER - Maturity: 12-24-08 | 52,704 | 52,704 | 154 | |||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 10-15-08 | 52,284 | 52,284 | 57,510 | |||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 02-10-10 | 21,084 | 21,084 | ||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 03-11-09 | 10,176 | 10,176 | 30,168 | |||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 01-06-10 | 6,138 | 6,138 | 6,105 | |||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 03-25-10 | 1,868 | 1,868 | 1,973 | |||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 09-10-08 | 350,993 | |||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 08-06-08 | 314,470 | |||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 04-16-08 | 218,412 | |||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 05-07-08 | 200,102 | |||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 07-16-08 | 118,409 | |||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 02-20-08 | 384,905 | |||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 03-26-08 | 254,873 | |||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 03-05-08 | 192,663 | |||||||||
Central Bank of Argentina notes in pesos adjustable by CER - Maturity: 01-23-08 | 99,539 | |||||||||
Subtotal Central Bank of Argentina notes - Listed - Own portfolio | 1,223,163 | 3,268,654 | ||||||||
Subotal instruments issued by the Central Bank of Argentina | 2,248,579 | 3,298,953 |
Jorge H. Brito | ||||
Chairperson |
- 86 -
EXHIBIT I
(Continued)
CONSOLIDATED DETAIL OF GOVERNMENT AND PRIVATE SECURITIES
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Translation of financial statements originally issued in Spanish -
See note 22 to the stand-alone financial statements)
(Figures stated in thousands of pesos)
09/30/2008 | 12/31/2007 | |||||||||
Name | Market value | Book balance | Book balance | |||||||
INSTRUMENTS ISSUED BY THE CENTRAL BANK OF ARGENTINA (Continued) | 2,248,579 | 3,298,953 | ||||||||
Central Bank of Argentina Notes - Under repo transactions | ||||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 02-20-08 | 61,170 | |||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 03-25-10 | 32,557 | |||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 01-06-10 | 25,437 | |||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 08-06-08 | 21,483 | |||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 05-07-08 | 15,365 | |||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 03-11-09 | 10,056 | |||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 10-15-08 | 5,165 | |||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 03-05-08 | 4,038 | |||||||||
Central Bank of Argentina notes in pesos with variable coupon (BADLAR rate) - Maturity: 02-10-10 | 4,022 | |||||||||
Subtotal Central Bank of Argentina Notes - Under repo transactions | 179,293 | |||||||||
Central Bank of Argentina internal notes - Unlisted - Own portfolio | ||||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate - Maturity: 03-25-09 | 423,979 | |||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate - Maturity: 12-10-08 | 374,542 | |||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate - Maturity: 05-06-09 | 310,092 | |||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate - Maturity: 11-26-08 | 254,284 | |||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate - Maturity: 01-20-10 | 238,603 | |||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate - Maturity: 07-15-09 | 208,048 | |||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate - Maturity: 05-13-09 | 154,768 | |||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate - Maturity: 07-29-09 | 154,742 | |||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate - Maturity: 02-11-09 | 153,884 | |||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate - Maturity: 01-07-09 | 112,242 | |||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate - Maturity: 03-04-09 | 101,883 | |||||||||
Central Bank of Argentina internal notes in pesos with variable BADLAR rate - Maturity: 06-24-09 | 80,853 | |||||||||
Subtotal Central Bank of Argentina internal notes - Unlisted - Own portfolio | 2,567,920 | |||||||||
Total instruments issued by the Central Bank of Argentina | 4,816,499 | 3,478,246 | ||||||||
Total government securities | 5,387,593 | 3,856,796 | ||||||||
INVESTMENTS IN LISTED PRIVATE SECURITIES | ||||||||||
Debt securities | ||||||||||
- Local | ||||||||||
Corporate Bonds - Panamerican Energy LLC | 27,581 | 27,581 | 6,699 | |||||||
Corporate Bonds- Telefónica | 27,558 | 27,558 | 10,660 | |||||||
Corporate Bonds - YPF | 12,834 | 12,834 | 2,990 | |||||||
Frankling Templeton Funds | 11,642 | 11,642 | 5,916 | |||||||
Spy equity - Share index | 7,625 | 7,625 | 4,843 | |||||||
Geometric fund | 6,435 | 6,435 | 4,724 | |||||||
Mutual Funds - Pionero Renta Ahorro | 3,396 | 3,396 | 893 | |||||||
Mutual Fund - Pionero FF | 3,362 | 3,362 | 1,159 | |||||||
Mutual Funds - Pionero Pesos | 3,170 | 3,170 | 4,576 | |||||||
Corporate Bonds - Pesaar | 2,044 | 2,044 | 3,246 | |||||||
Mutual Funds - Pionero Latam | 1,297 | 1,297 | 9,906 | |||||||
Shares - Solvay Indupa | 888 | 888 | ||||||||
Credit Suisse M.M. Fund | 635 | 635 | ||||||||
Mutual Funds - Pionero Global | 584 | 584 | 613 | |||||||
Shares - Quickfood | 347 | 347 | 2,599 | |||||||
Commercial Paper - UBS Financial | 25,243 | |||||||||
Commercial Paper - Erste Bank | 4,261 | |||||||||
Mutual Funds - Pionero Renta | 2,889 | |||||||||
Others | 1 | 1 | 2,739 | |||||||
Total Investments in listed private securities | 109,399 | 93,956 | ||||||||
Total government and private securities (1) | 5,496,992 | 3,950,752 |
(1) | As of September 30, 2008 and December 31, 2007, the Bank booked allowances for impairment in value amounting to 27. |
Jorge H. Brito | ||||
Chairperson |
- 87 -
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
Date: November 18, 2008
MACRO BANK INC. | ||
By: | /s/ | |
Name: | Luis Cerolini | |
Title: | Director |