F-1/A 1 y12331a4fv1za.htm AMENDMENT NO. 4 TO FORM F-1 F-1/A
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As filed with the Securities and Exchange Commission on March 20, 2006
Registration No. 333-130901
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-effective Amendment No. 4
Form F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BANCO MACRO BANSUD S.A.
(Exact name of Registrant as specified in its charter)
MACRO BANSUD BANK INC.
(Translation of Registrant’s name into English)
         
Republic of Argentina   6029   Not Applicable
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)
Banco Macro Bansud S.A.
Sarmiento 447
1041 Buenos Aires
Republic of Argentina
(+ 54-11-5222-6500)
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(1-800-223-7564)
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
With copies to:
     
Antonia E. Stolper, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
  S. Todd Crider, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box.     o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.     o
 
     The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 


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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS Subject to Completion March 6, 2006
 
106,682,810 Shares
(BANCO MACRO BANSUD LOGO)
Banco Macro Bansud S.A.
Class B Common Stock (including in the form of American
depositary shares)
 
We, Banco Macro Bansud S.A., a sociedad anónima organized under the laws of Argentina, and the selling shareholders named in this prospectus, are offering 136,600,000 shares of our Class B common stock in a global offering. Of the Class B shares being offered, Banco Macro Bansud S.A. is selling 75,000,000 Class B shares and the selling shareholders are selling 61,600,000 Class B shares. Banco Macro Bansud S.A. will not receive any proceeds from the sale of Class B shares by the selling shareholders.
We and the selling shareholders are offering 94,182,810 Class B shares in the form of 9,418,281 American depositary shares, or ADSs, in the United States and other countries outside Argentina through the international underwriters named in this prospectus. Each ADS represents ten Class B shares. We are concurrently offering 12,500,000 Class B shares in Argentina through the Argentine underwriters under a Spanish language prospectus. The total number of Class B shares in the international and Argentine underwritten offerings is subject to reallocation between these offerings. The closings of the international and Argentine underwritten offerings will be conditioned upon each other.
All of our existing shareholders have a preferential right to subscribe to our capital increase. The selling shareholders will assign their preferential rights to the underwriters to exercise for the shares to be sold by Banco Macro Bansud S.A. in the international and Argentine underwritten offerings. The remaining 29,917,190 Class B shares are available for subscription by our minority shareholders in Argentina. The preferential subscription period will expire on or about March 31, 2006. Subject to certain conditions, the Class B shares that have not been subscribed by minority shareholders pursuant to their preferential rights will be purchased by the selling shareholders.
No public market currently exists for our Class B shares or ADSs outside of Argentina. We have applied to list the ADSs for trading on the New York Stock Exchange under the symbol “BMA.” Our Class B shares currently trade on the Bolsa de Comercio de Buenos Aires, or the Buenos Aires Stock Exchange, under the symbol “BSUD.” On March 16, 2006, the last reported sale price of our Class B shares on the Buenos Aires Stock Exchange was Ps.6.09 per share, which is equivalent to US$19.83 per ADS at the exchange rate in effect on that date.
Investing in our Class B shares and ADSs involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our Class B shares or ADSs in “Risk factors” beginning on page 21 of this prospectus.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
                         
    Per        
    Class B        
    share   Per ADS   Total
 
Public offering price
  US$       US$       US$    
 
Underwriting discounts and commissions
  US$       US$       US$    
 
Proceeds, before expenses, to us
  US$       US$       US$    
 
Proceeds, before expenses, to the selling shareholders
  US$       US$       US$    
 
The selling shareholders have granted the international underwriters the right for a period of 30 days to purchase up to an additional 1,412,742 ADSs, representing 14,127,420 Class B shares, at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.
The international underwriters are offering the ADSs as set forth under “Underwriting.” Delivery of the ADSs will be made on or about                     , 2006.
UBS Investment Bank Raymond James


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(MACRO GRAPHIC)
 


 

 
You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information that is different from the information contained in this prospectus. This document may only be used where it is legal to sell these securities. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or when any sale of the ADSs occurs.
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 EX-3.2: AMENDED AND RESTATED BYLAWS
 EX-23.1: CONSENT OF BRUCHOU, FERNANDEZ MADERO ET AL
 
Definitions. In this prospectus, we use the terms “the registrant,” “we,” “us,” “our” and the “bank” to refer to Banco Macro Bansud S.A. and its subsidiaries, including Nuevo Banco Suquía S.A., on a consolidated basis. References to “Class B shares” refer to shares of our Class B common stock and references to “ADSs” refer to American depositary shares representing our Class B shares, except where the context requires otherwise.
The term “Argentina” refers to the Republic of Argentina. The terms “Argentine government” or the “government” refers to the federal government of Argentina and the term “Central Bank” refers to the Banco Central de la República Argentina, or the Argentine Central Bank. The terms “U.S. dollar” and “U.S. dollars” and the symbol “US$” refer to the legal currency of the United States. The terms “peso” and “pesos” and the symbol “Ps.” refer to the legal currency of Argentina. “U.S. GAAP” refers to generally accepted accounting principles in the United States, “Argentine GAAP” refers to generally accepted accounting principles in Argentina and “Central Bank Rules” refers to the accounting rules of the Central Bank. The term “GDP” refers to gross domestic product and all references in this prospectus to GDP growth are to real GDP growth.
Market position. We make statements in this prospectus about our competitive position and market share in, and the market size of, the Argentine banking industry. We have made these statements on the basis of statistics and other information from third-party sources that we believe are reliable. Although we have no reason to believe any of this information or these reports are inaccurate in any material respect, neither we, the selling shareholders or the underwriters have independently verified the competitive position, market share and market size or market growth data provided by third parties or by industry or general publications.
 
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Rounding. Certain figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Accounting practices. We maintain our financial books and records in Argentine pesos and prepare and publish our consolidated financial statements in Argentina in conformity with the Central Bank Rules, which differ in certain significant respects from U.S. GAAP and, to a certain extent, from Argentine GAAP. Our consolidated financial statements contain a description of the principal differences between Central Bank Rules and Argentine GAAP. The consolidated financial statements for the year ended December 31, 2004 and for the six-month period ended June 30, 2005 included in this prospectus have been reconciled to U.S. GAAP. See note 35 to our audited consolidated financial statements as of and for the year ended December 31, 2004 and note 25 to our condensed interim consolidated statements as of and for the six months ended June 30, 2004 and 2005 for a reconciliation of our financial statements to U.S. GAAP. The consolidated financial statements as of and for the year ended December 31, 2005 have not been reconciled to U.S. GAAP. Under Central Bank Rules, our results of operations for 2002 and for the two-month period ended February 28, 2003 were adjusted to account for the effects of wholesale price inflation in Argentina during those periods. For 2002, these inflation adjustments had a dramatic effect on our results of operations. For the periods subsequent to February 28, 2003, the inflation adjustments were no longer applied to our financial statements under Central Bank Rules, as inflation returned to normalized levels during 2003. In addition, in December 2004, we acquired Nuevo Banco Suquía, which significantly enhanced the size and scope of our business. As a result of our acquisition of Nuevo Banco Suquía, our results of operations for the six-month period ended June 30, 2005 and for the year ended December 31, 2005 differ significantly from our results of operations for the six-month period ended June 30, 2004 and the year ended December 31, 2004, respectively. We have also included in this prospectus financial statements of Nuevo Banco Suquía as of and for the years ended December 31, 2004, which were prepared in pesos and in conformity with Central Bank Rules. See note 20 for a reconciliation to U.S. GAAP of the Nuevo Banco Suquía financial statements. Given the instability and regulatory and economic changes that Argentina has experienced since the beginning of the economic crisis in 2001, the financial information set forth in this prospectus may not be fully indicative of our anticipated results of operations or business prospects after the dates indicated. These factors also affect comparability among periods.
Exchange rates and translation into U.S. dollars. We have translated some of the peso amounts contained in this prospectus into U.S. dollars for convenience purposes only. The rate used to translate such amounts was Ps.3.0315 to US$1.00, which was the Tipo de Cambio Referencia, or reference exchange rate, reported by the Central Bank for U.S. dollars for December 30, 2005. The Federal Reserve Bank of New York does not report a noon buying rate for pesos. The U.S. dollar equivalent information presented in this prospectus is provided solely for the convenience of investors and should not be construed as implying that the peso amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. See “Exchange rates” for more detailed information regarding the translation of pesos into U.S. dollars.
Adjustments. All “as adjusted” amounts contained in this prospectus have been adjusted to reflect the receipt by us of the estimated net proceeds at an assumed public offering price of Ps.6.09 (or US$1.98) per Class B share (or US$19.83 per ADS), the closing price of our Class B shares on the Buenos Aires Stock Exchange on March 16, 2006.
Global offering. This offering is being made in the United States and elsewhere outside Argentina solely on the basis of the information contained in this prospectus. The concurrent offering of our Class B shares is being made in Argentina by a prospectus in Spanish that has been filed with the Comisión Nacional de Valores, or Argentina’s National Securities Commission, or CNV. The prospectus for the Argentine offering, although in a different format in accordance with CNV regulations, contains substantially the same information as this prospectus. The Argentine public offering of the Class B shares was approved by the CNV on November 10, 2005 by Resolution No. 15,237.
 
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Notice to investors
EUROPEAN ECONOMIC AREA
With respect to each Member State of the European Economic Area which has implemented Prospectus Directive 2003/71/EC, including any applicable implementing measures, from and including the date on which the Prospectus Directive is implemented in that Member State, the offering of our ADSs in this offering is only being made:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover of more than 50,000,000, as shown in its last annual or consolidated accounts; or
(c) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.
UNITED KINGDOM
Our ADSs may not be offered or sold and will not be offered or sold to any persons in the United Kingdom other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses and in compliance with all applicable provisions of the FSMA with respect to anything done in relation to our ADSs in, from or otherwise involving the United Kingdom. In addition, any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of our ADSs may only be communicated in circumstances in which Section 21(1) of the FSMA does not apply to us. Without limitation to the other restrictions referred to herein, this offering circular is directed only at (1) persons outside the United Kingdom, (2) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets act 2000 (Financial Promotion) Order 2005; or (3) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets act 2000 (Financial Promotion) Order 2005. Without limitation to the other restrictions referred to herein, any investment or investment activity to which this offering circular relates is available only to, and will be engaged in only with, such persons, and persons within the United Kingdom who receive this communication (other than persons who fall within (2) or (3) above) should not rely or act upon this communication.
SWITZERLAND
Our ADSs may be offered in Switzerland only on the basis of a non-public offering. This prospectus does not constitute an issuance prospectus according to articles 652a or 1156 of the Swiss Federal Code of Obligations or a listing prospectus according to article 32 of the Listing Rules of the Swiss exchange. Our ADSs may not be offered or distributed on a professional basis in or from Switzerland and neither this prospectus nor any other offering material relating to our ADSs may be publicly issued in connection with any such offer or distribution. The ADSs have not been and will not be approved by any Swiss regulatory authority. In particular, the ADSs are not and will not be registered with or supervised by the Swiss Federal Banking Commission, and investors may not claim protection under the Swiss Investment Fund Act.
 
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FRANCE
No ADSs have been offered or sold and will be offered or sold, directly or indirectly, to the public in France except to permitted investors, or Permitted Investors, consisting of persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs qualifiés) acting for their own account and/or corporate investors meeting one of the four criteria provided in Article 1 of Decree No. 2004-1019 of September 28, 2004 and belonging to a “limited circle of investors” (cercle restreint d’investisseurs) acting for their own account with “qualified investors” and “limited circle of investors” having the meaning ascribed to them in Article L. 411-2 of the French Code Monétaire et Financier and applicable regulations thereunder; and the direct or indirect resale to the public in France of any ADSs acquired by any Permitted Investors may be made only as provided by Articles L. 412-1 and L. 621-8 of the French Code Monétaire et Financier and applicable regulations thereunder.
None of this prospectus or any other materials related to the global offering or information contained therein relating to the ADSs has been released, issued or distributed to the public in France except to qualified investors (investisseurs qualifiés) and/or to a limited circle of investors (cercle restreint d’investisseurs) mentioned above.
ITALY
The offering of the ADSs has not been cleared by the Italian Securities Exchange Commission (Commissione Nazionale per le Societá e la Borsa), or CONSOB, pursuant to Italian securities legislation and, accordingly, the ADSs may not and will not be offered, sold or delivered, nor may or will copies of the prospectus or any other documents relating to the ADSs or the global offering be distributed in Italy other than to professional investors (operatori qualificati), as defined in Article 31, paragraph 2 of CONSOB Regulation No. 11522 of July 1, 1998, as amended, or Regulation No. 11522.
Any offer, sale or delivery of the ADSs or distribution of copies of the prospectus or any other document relating to ADSs or the global offering in Italy may and will be effected in accordance with all Italian securities, tax, exchange control and other applicable laws and regulations, and, in particular, will be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Legislative Decree No. 385 of September 1, 1993, as amended, or the Italian Banking Law, Legislative Decree No. 58 of February 24, 1998, as amended, Regulation No. 11522, and any other applicable laws and regulations; (ii) in compliance with Article 129 of the Italian Banking Law and the implementing guidelines of the Bank of Italy; and (iii) in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy.
Any investor purchasing the ADSs in the global offering is solely responsible for ensuring that any offer or resale of ADSs it purchased in the global offering occurs in compliance with applicable laws and regulations.
This prospectus and the information contained herein are intended only for the use of its recipient and are not to be distributed to any third party resident or located in Italy for any reason. No person resident or located in Italy other than the original recipients of this document may rely on it or its content.
In addition to the above (which shall continue to apply to the extent not inconsistent with the implementing measures of the Prospective Directive in Italy), after the implementation of the Prospectus Directive in Italy, the restrictions set out under the heading “European Economic Area” above shall apply to Italy.
 
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THE NETHERLANDS
Our ADSs may not be offered, sold, transferred or delivered in or from The Netherlands, as part of their initial distribution or as part of any re-offering, and neither this prospectus nor any other document in respect of the offering may be distributed or circulated in The Netherlands, other than to individuals or legal entities which include, but are not limited to, banks, brokers, dealers, institutional investors and undertakings with a treasury department, who or which trade or invest in securities in the conduct of a business or profession.
SPAIN
Our ADSs have not been offered or sold in Spain except in accordance with the requirements of the Spanish Securities Market Law (Ley 24/ 1998 de 28 del mercado de valores), as amended, and Royal Decree 291/ 1992, on Issues and Public Offerings of Securities (Real Decreto 291/ 1992, de 27 de marzo, sobre emisiones y ofertas públicas de valores), as amended (hereinafter “R.D. 291/ 92”). This prospectus has not been verified nor registered in the administrative registries of The National Stock Exchange Commission in Spain, and therefore no public offerings of our ADSs shall be made in Spain. Notwithstanding that, a private placement of our ADSs addressed exclusively to institutional investors may be carried out in Spain in accordance with the requirements set forth in R.D. 291/ 92.
 
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Special note regarding forward-looking statements
This prospectus includes forward-looking statements, principally under the captions “Prospectus summary,” “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations” and “Business.” We have based these forward-looking statements largely on our current beliefs, expectations and projections about future events and financial trends affecting our business. Many important factors, in addition to those discussed elsewhere in this prospectus, could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including, among other things:
  inflation;
 
  changes in interest rates and the cost of deposits;
 
  government regulation;
 
  adverse legal or regulatory disputes or proceedings;
 
  credit and other risks of lending, such as increases in defaults by borrowers;
 
  fluctuations and declines in the value of Argentine public debt;
 
  competition in banking, financial services and related industries;
 
  deterioration in regional and national business and economic conditions in Argentina;
 
  fluctuations in the exchange rate of the peso; and
 
  the risk factors discussed under “Risk factors” beginning on page 21.
The words “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “forecast” and similar words are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or to revise any forward-looking statements after we distribute this prospectus because of new information, future events or other factors. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this prospectus might not occur and are not guarantees of future performance.
 
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Prospectus summary
This summary highlights selected information appearing elsewhere in this prospectus. While this summary highlights what we consider to be the most important information about us, you should carefully read this prospectus and the registration statement of which this prospectus is a part in their entirety before investing in our Class B shares and ADSs, including “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations” and our financial statements and related notes beginning on page F-1.
BANCO MACRO BANSUD S.A.
We are one of the leading banks in Argentina. With the most extensive private-sector branch network in the country, we provide standard banking products and services to a nationwide customer base. We distinguish ourselves from our competitors by our strong financial position and by our focus on low-and middle-income individuals and small- and medium-sized businesses, generally located outside of the Buenos Aires metropolitan area, which we believe offer significant opportunity for continued growth in our banking business. According to the Central Bank, as of December 31, 2005, we were ranked fourth in terms of deposits and third in terms of equity among private-sector banks. As of December 31, 2005, on a consolidated basis, we had:
  Ps.9,488 million (US$3,130 million) in total assets;
 
  Ps.2,949 million (US$973 million) in gross private sector loans;
 
  Ps.6,565 million (US$2,166 million) in total deposits;
 
  Ps.1,490 million (US$492 million) in shareholders’ equity;
 
    approximately 880,000 households and 3,600 corporate customers that provide us with approximately 1.2 million clients; and
 
    approximately 440,000 employee payroll accounts for corporate customers and three provincial governments.
Our consolidated net income for 2004 was Ps.193.0 million (US$64 million), representing a return on average equity of 16.4% and a return on average assets of 3.4%. Our consolidated net income for the year ended December 31, 2005 was Ps.262.7 million (US$87 million), representing a return on average equity of 19.7% and a return on average assets of 2.8%.
In general, given the relatively low level of banking intermediation in Argentina currently, there are limited products and services being offered. We are focusing on the overall growth of our loan portfolio by expanding our customer base and encouraging them to make use of our lending products. We have a holistic approach to our banking business; we do not manage the bank by segments or divisions or by customer categories, by products and services, by regions, or by any other segmentation for the purpose of allocating resources and assessing profitability. We have savings and checking accounts, credit and debit cards, consumer finance loans and other credit-related products and transactional services available to our individual customers and small- and medium-sized businesses through our branch network. We also offer Plan Sueldo payroll services, lending, corporate credit cards, mortgage finance, transaction processing and foreign exchange. In addition, our Plan Sueldo payroll processing services for private companies and the public sector give us a large and stable customer deposit base.
We emerged from the economic crisis of 2001 and 2002 as a stronger and larger bank. In January 2002, in the midst of the crisis, Banco Macro S.A., our predecessor, acquired a controlling interest in Banco Bansud S.A. The acquisition tripled the size of our bank, as measured by assets, and expanded our geographic presence from the northern provinces of Argentina to the southern provinces. In December 2004, during the recovery period of the Argentine economy, we completed the acquisition of Nuevo Banco Suquía S.A., the leading bank in the central provinces of Argentina, thereby becoming the private sector bank with the country’s most extensive branch network. The Nuevo Banco Suquía
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transaction increased our assets by 41% and our number of branches by 67%. Beginning at the end of 2002 and during the recovery years, we also experienced organic growth as our business in the provinces of Argentina suffered lower levels of volatility than our principal competitors in the Buenos Aires metropolitan area.
The Argentine economic recovery
We believe that the ongoing recovery of the Argentine economy from the severe crisis of 2001 and 2002, together with the stabilizing business environment, presents a growth opportunity for the banking industry. We believe that Argentine banks in a comparatively stronger financial condition should have a competitive advantage in benefiting from this recovery. Argentina’s gross domestic product, or GDP, grew 8.8% in 2003 and 9.0% in 2004 after declines of 4.4% in 2001 and 10.9% in 2002. For the twelve months ended September 30, 2005 GDP growth was 9.2%. Although there are numerous risks that may result in lower than expected economic performance, the Central Bank’s survey of independent forecasting firms as of January 2006 indicates a consensus GDP growth estimate of 9.0% for 2005 and 6.8% for 2006. In June 2005, the government partially restructured its public debt, further improving the Argentine business environment. In addition, following completion of its debt restructuring, Argentina’s risk profile has improved substantially. For example, based on its U.S. dollar-denominated BODEN 2012 bond spread over the comparable U.S. treasury note, Argentina’s country risk premium decreased from 662 basis points as of September 30, 2004 to 471 basis points as of December 31, 2005. Finally, on January 3, 2006, Argentina paid off all outstanding amounts owing to the International Monetary Fund, or IMF.
In this context, the financial system is regaining depositors’ and borrowers’ confidence, while benefiting from improved conditions and favorable growth opportunities and increasing demand for financial services and products. For example, the ratio of 12-month average total deposits as a percentage of annual average GDP was 30.3% for 2000. This ratio reached its lowest level of 22.8% in 2003, before recovering to 24.1% in 2005. The annual average nominal interest rates on 30-day time deposits of less than Ps.100,000 was 3.4% for 2005, compared to 8.7% in 2001. In 2005, average loans by Argentine banks to the private sector, as a percentage of GDP, were only 9.1%, compared to 24.3% in 1999 and 28% for Brazil, 61% for Chile, 19% for Colombia and 14% for Mexico in 2004. We believe this low ratio demonstrates an opportunity for credit expansion if credit demand resumes.
Our competitive strengths
We believe we are well-positioned to benefit from the opportunities created by the improving economic and business environment in Argentina. Our competitive strengths include the following:
Strong financial position and consistent profitability. We believe we have emerged from the economic crisis as one of the strongest banks in Argentina, as measured by profitability and balance sheet strength.
  As of December 31, 2005, we have achieved profitability for the last 16 consecutive quarters, the only bank in Argentina to do so, with a return on average equity of 21.1%, 16.4% and 19.7% for 2003, 2004 and 2005, compared to -23.6%, -3.0% and 7.5%, respectively, for the Argentine banking system as a whole.
 
  Our shareholders’ equity at December 31, 2004 and June 30, 2005, as calculated under Central Bank Rules, was Ps.1,257.3 million and Ps.1,348.7 million, respectively, and our shareholders’ equity under U.S. GAAP was Ps.857.7 million and Ps.947.1 million, respectively. Our shareholders’ equity at December 31, 2005 under Central Bank Rules was Ps.1,490 million.
Strong presence in fast-growing target customer market. We have achieved a leading position with low- and middle-income individuals and among small- and medium-sized businesses, generally located outside of the Buenos Aires metropolitan area, which have been relatively underserved by the banking system. As of December 31, 2005, loans for less than Ps.20,000 accounted for 31% of total private sector loans, almost double the corresponding percentage for the financial system as a
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whole (18%). Based on our experience, this target market offers significant growth opportunities and a stable base of depositors.

High exposure to export-led growth. Given the geographical location of the customers we target, we have acquired banks with a large number of branches outside of the Buenos Aires metropolitan area with the aim of completing our national coverage. Therefore, we are currently the leading bank in the Argentine provinces of Salta, Jujuy and Misiones and one of the leading banks in Córdoba, Santa Fe, Mendoza, Entre Ríos, Río Negro, Chubut and Neuquén, based on the number of branches. Most of these provinces engage in economic activities primarily concentrated in areas such as agriculture, mining, cargo transportation, edible oils, ranching and tourism, which have been benefiting from the export-driven growth in the Argentine economy as a result of the devaluation of the peso.
 
  Largest private-sector branch network in Argentina. With 254 branches, we have the most extensive branch network among private-sector banks in Argentina. We consider our branch network to be our key distribution channel for marketing our products and services to our entire customer base with a personalized approach. In line with our strategy, approximately 85% of these branches are located outside of the Buenos Aires metropolitan area, whereas 65% of the total branches for the Argentine financial system as a whole are located outside this area, which we believe better positions us to focus on our target market. We expect to add 25 branches and the headquarters upon successful completion of our pending acquisition of Banco del Tucumán S.A. in the northern province of Tucumán.
 
Loyal customer base. We have a loyal customer base, as evidenced in part by the quick recovery of our deposit base after the crisis. While our total deposits increased 51% during the twelve months up to April 2003, the end of the freeze on deposits, or corralón, deposits in the Argentine banking system as a whole grew by only 11% during that period. We believe that our customers are loyal to us due to our presence in traditionally underserved markets and to our Plan Sueldo payroll services. We have benefited from Argentine regulations that require all employees to maintain Plan Sueldo accounts for the direct deposit of their wages. In addition, we emphasize face-to-face relationships with our customers and offer them personalized advice.
 
Exclusive financial agent for three Argentine provinces. We perform financial agency services for the governments of the provinces of Salta, Jujuy and Misiones in northern Argentina. As a result, each provincial government’s bank accounts are held in our bank and we provide all their employees with Plan Sueldo accounts, giving us access to substantial low cost funding and a large number of loyal customers.
 
Strong and experienced management team and committed shareholders. We are led by a committed group of shareholders who have transformed our bank from a small wholesale bank to one of the strongest and largest banks in Argentina. Jorge Horacio Brito, Ezequiel Carballo and Fernando Sansuste, our controlling shareholders, have active senior executive roles in our management and each possesses more than 20 years of experience in the banking industry.
Our strategy
We believe that the ongoing recovery of the Argentine economy, increasing penetration of banking services and a return of bank lending to the private sector, offer a significant opportunity for us to further expand our business. In particular, we believe that the increase in fixed asset investment in 2005 is setting the stage for the recovery of the long-term loan market, following the growth of the short-term credit market. As the economy has grown, we are offering new products, such as floating rate loans and leasing, designed to meet the needs of a growing economy emerging from crisis and moving towards stability. Our strengths position us to better participate in this growth, which we believe will be stronger in our target market of low- and middle-income individuals and small- and
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medium-sized businesses and in the provinces outside the Buenos Aires Metropolitan area, where we have a leading presence.
Our goal is to promote the overall growth of the bank by increasing our customer base, expanding our loan portfolio and generating more fee income from transactional services. We achieve this goal by managing the bank on a holistic basis, focusing our growth strategy on the marketing and promotion of our standard banking products and services. We have pursued our growth strategy by acquiring banks throughout Argentina, which has enabled us to significantly expand our branch network and customer base. We make acquisition decisions in the context of our long-term strategy of focusing on low- and middle-income individuals and small- and medium-sized businesses and to complete our national coverage of Argentina, especially in provinces outside of the Buenos Aires metropolitan area. We have taken advantage of the opportunities presented by the Argentine financial system after the crisis, in particular its consolidation, to move into new locations by acquiring banks or absorbing branches from banks liquidated by the Central Bank. Since the crisis, our growth has been fueled by these acquisitions as well as organic growth, without the need to open or move branches.
We intend to continue enhancing our position as a leading Argentine bank by taking advantage of the ongoing recovery of Argentina and its financial system, which we believe will increase value to our shareholders and our competitiveness. The key elements of our strategy include:
Focus on underserved markets with strong growth potential. We intend to continue focusing on both low- and middle-income individuals and small- and medium-sized businesses, most of which have traditionally been underserved by the Argentine banking system and are generally located outside of the Buenos Aires metropolitan area, where competition is relatively weaker and where we have achieved a leading presence. We believe that these markets offer attractive opportunities given the low penetration of banking services and limited competition. We believe the provinces outside of the Buenos Aires metropolitan area that we serve are likely to grow faster than the Argentine economy as a whole because their export-driven economies have benefited from the devaluation of the peso and higher prices for agricultural products and commodities.
 
Further expand our customer base. We intend to continue growing our customer base, which is essential to increasing interest and fee-based revenues. To attract new customers we intend to:
  Utilize our extensive branch network. We intend to utilize our extensive branch network, which we consider our key distribution channel, to market our products and services to our entire customer base. We utilize a personalized approach to attract new customers by providing convenient and personalized banking services close to their homes and facilities.
 
  Offer medium- and long-term credit. We intend to use our strong liquidity and our capital base to offer a more readily available range of medium- and long-term credit products than our competitors.
 
  Expand Plan Sueldo payroll services. We will continue to actively market our Plan Sueldo payroll services, emphasizing the benefits of our extensive network for companies with nationwide or regional needs.
 
    Expand our financial agency services to new provinces. We intend to take advantage of our experience as financial agent to three provincial governments in Argentina to expand these services into new provinces. For example, we signed an agreement to acquire Banco del Tucumán S.A., which is currently the fiscal agent for the province of Tucumán, with 140,000 clients.
 
  Offer personalized service. We offer our clients a menu of products and personalized, face-to-face advice to help them select the banking services that best respond to their needs.
Extend existing corporate relationships to their distributors and suppliers. We have established relationships with major corporations in Argentina and will focus our marketing efforts on
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providing services to their distributors, suppliers, customers and employees, including providing working capital financing and Plan Sueldo payroll services.

Increase cross-selling. We plan to increase cross-selling of products and services to our existing clients. Since almost all of our clients have a checking and savings account, we have a significant opportunity to expand our relationships with them through other products such as credit cards, loans and insurance. For example, strong cross-selling opportunities lie with our Plan Sueldo clients, of whom only 25% currently have personal loans from us.
 
Focus on efficiency and cost control. We intend to increase our efficiency by taking advantage of our economies of scale, and reducing costs in connection with the integration of Nuevo Banco Suquía. We are upgrading our information systems to reduce further our operating costs and to support larger transaction volumes nationally.
 
Strategically explore acquisition opportunities. While we focus our managerial resources on growing our existing businesses, we will continue to consider attractive acquisition opportunities that offer additional value and are consistent with or complementary to our business strategy. For example, we recently acquired assets and liabilities of a small bank, and are in the process of acquiring a second bank, both in Tucumán, and we intend to evaluate participating in the auctions for Banco de la Provincia de Córdoba and Nuevo Banco Bisel.
 
Access the international capital markets. We believe that access to the international capital markets will give us a competitive advantage in funding the expansion of credit demand in Argentina that we believe will develop in the near future.
Our challenges
There are several risks and uncertainties that may impact Argentina’s economy and consequently our ability to implement successfully our strategy, including:
The sustainability of Argentina’s current growth and stabilization is uncertain. Although the economy has recovered significantly over the past three years, investment in the economy remains low. As a result there is uncertainty as to whether the current growth and stability is sustainable in the long-term.
 
The risk that inflation may rise again. In the past, high inflation has undermined the Argentine economy. A return to high inflation would adversely affect the expansion of lending activities, as well as the economy in general.
 
The slow return of the long-term credit market. Although the short-term credit market has grown substantially since the 2001 and 2002 crisis, long-term lending has lagged. The success of our strategy to increase lending will suffer if demand for long-term credit does not expand, including for products that we are developing to deal with a growing economy emerging from crisis.
 
Exposure to economic recessions. Our target market is sensitive to economic recessions. Uncertainty in the ability of our target market to sustain its current growth makes it difficult to predict whether our business strategy can be implemented successfully.
For a further discussion of the risks facing our business, see “Risk factors” beginning on page 21.
 
Our Class B shares trade on the Buenos Aires Stock Exchange. As of March 16, 2006, we had a total equity market value of Ps. 3,708.5 million (US$1,207.4 million), calculated on the basis of the closing price of our Class B shares. We are one of three Argentine banks included in the MERVAL Index, which is an index of the shares of the largest companies trading on the Buenos Aires Stock Exchange.
Our principal executive offices are located at Sarmiento 447, Buenos Aires, Argentina, and our telephone number is (+ 54-11-5222-6500). Our website address is www.macrobansud.com.ar. Information contained on our website is not incorporated by reference in, and is not a part of, this prospectus.
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The offering
Issuer Banco Macro Bansud S.A.
 
Selling shareholders Together, Messrs. Jorge Horacio Brito, Delfín Jorge Ezequiel Carballo, Fernando Andrés Sansuste and Juan Pablo Brito Devoto.
 
Shares offered in the global
offering
136,600,000 Class B shares of common stock. Of the total Class B shares offered in the global offering, Banco Macro Bansud is selling 75,000,000 Class B shares and the selling shareholders are selling 61,600,000 Class B shares.
 
Global offering The global offering consists of the international offering and the Argentine offering, which includes the Argentine underwritten offering and the preferential subscription and standby purchase.
 
          International offering 9,418,281 ADSs, representing 94,182,810 Class B shares, are being offered through the international underwriters in the United States and in other countries outside Argentina.
 
          Argentine offering:
 
               Argentine underwritten
               offering
Concurrently with the international offering, 12,500,000 Class B shares are being offered in an underwritten public offering in Argentina.
 
               Preferential subscription
               and standby purchase
All of our existing shareholders have a preferential right (including an accretion right) to subscribe for our capital increase. The selling shareholders will assign their preferential rights to the underwriters to exercise for 45,082,810 Class B shares to be sold in the international offering (in the form of ADSs) and the Argentine underwritten offering. The remaining 29,917,190 Class B shares are available for subscription by our minority shareholders. Subject to certain conditions, the Class B shares that are not subscribed by minority shareholders will be purchased by the selling shareholders.
 
Over-allotment option The selling shareholders have granted the international underwriters the right for a period of 30 days to purchase up to an additional 1,412,742 ADSs, representing 14,127,420 Class B shares, at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.
 
The ADSs Each ADS will represent ten Class B shares. The ADSs will be evidenced by American Depositary Receipts, or ADRs. The ADSs will be issued under a deposit agreement among us, The Bank of New York, as depositary, and the registered holders and beneficial owners from time to time of ADSs issued thereunder.
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Listing We have applied to list the ADSs on the New York Stock Exchange, or NYSE, under the symbol “BMA.” Our Class B shares are currently listed on the Buenos Aires Stock Exchange under the symbol “BSUD.” We have applied to list the newly issued Class B shares on the Buenos Aires Stock Exchange.
 
Share capital before and after global offering Our share capital is divided into Class A shares of common stock and Class B shares of common stock. Each share of our share capital represents the same economic interests, except that holders of our Class A shares are entitled to five votes per share and holders of our Class B shares are entitled to one vote per share.
 
Immediately after the global offering, we will have 11,235,670 Class A shares and 672,707,767 Class B shares outstanding.
 
Use of proceeds The net proceeds to us from the global offering are expected to be approximately US$138.5 million assuming full exercise of the preferential subscription. We intend to use the net proceeds for general corporate purposes. Specifically, we want to be in a position to fund the expansion of credit demand in Argentina that we believe has begun to develop, and to take advantage of potential acquisitions.
 
Excluding proceeds from any Class B shares sold by the selling shareholders pursuant to the over-allotment option, the net proceeds to the selling shareholders are expected to be between approximately US$114.4 million and US$58.9 million depending on whether the standby purchase is exercised.
 
Voting rights All holders of Class B shares are entitled to one vote per share. Subject to Argentine corporate law, our bylaws and the terms of the deposit agreement, holders of ADSs will have voting rights with respect to the underlying shares to the same extent as direct owners of Class B shares and will be entitled to instruct the depositary to vote or cause to be voted the number of shares represented by such ADSs. Non- Argentine companies that own Class B shares directly are required to register in Argentina in order to exercise their voting rights. See “Description of capital stock” and “Description of American depositary shares.”
 
Dividends Prior authorization of the Central Bank is required for the distribution of dividends. Owners of the ADSs will be entitled to receive dividends, if any, declared and paid on the Class B shares represented by such ADSs to the same extent as holders of the Class B shares. Cash dividends will be paid in pesos and will be converted by the depositary into U.S. dollars and paid to the holders of ADSs, net of any fees, currency conversion expenses, taxes or governmental charges. See “Dividends and dividend policy.” The Central Bank, during an early phase of the crisis in Argentina, imposed exchange controls and transfer restrictions limiting the ability to make dividend payments abroad. However, these restrictions have
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been lifted. See “Risk factors— Holders of our Class B shares and the ADSs may not receive any dividends.”
 
Taxation For a discussion of the material U.S. and Argentine tax considerations relating to an investment in our Class B shares or the ADSs, see “Taxation— Material United States Federal Income Tax Considerations” and “Taxation— Material
Argentine Tax Considerations”.
 
Lock-up We, our directors, including the selling shareholders, and certain members of senior management, have agreed with the international underwriters, subject to certain exceptions, not to offer, sell, contract to sell or otherwise dispose of or hedge our shares of capital stock or ADSs or securities convertible into or exercisable or exchangeable for shares of capital stock or ADSs during the 180-day period following the date of this prospectus without the prior written consent of UBS Securities LLC and Raymond James & Associates, Inc. on behalf of the international underwriters.
 
Risk factors See “Risk factors” beginning on page 21 and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in our Class B shares or the ADSs.
 
Timing of global offering The following is a tentative timetable of key events in the global offering:
     
 
Commencement of marketing of the international offering and the Argentine underwritten offering   March 7, 2006
 
Commencement of the preferential subscription period   March 22, 2006
 
Announcement of the offer price and allocations of ADSs and Class B shares   March 23, 2006
 
Settlement and delivery of ADSs and Class B shares pursuant to the international offering and the Argentine underwritten offering and pursuant to any preferential rights exercised prior to such date   March 29, 2006
 
Expiration of the preferential subscription period   March 31, 2006
 
Settlement and delivery of Class B shares pursuant to the remaining preferential rights and any standby purchase   March 31 to April 7, 2006
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Summary consolidated financial data
The following tables present summary historical consolidated financial data for us and for Nuevo Banco Suquía for each of the periods indicated. You should read this information in conjunction with our consolidated financial statements and related notes, the consolidated financial statements of Nuevo Banco Suquía and related notes, and the information under “Management’s discussion and analysis of financial condition and results of operations” included elsewhere in this prospectus.
We have derived our summary consolidated financial data for the years ended December 31, 2002, 2003 and 2004 from our audited consolidated financial statements included in this prospectus. We have derived our summary consolidated financial data for the year ended December 31, 2005 from our audited consolidated financial statements prepared in accordance with Central Bank Rules included in this prospectus. We have derived our summary financial data for the years ended December 31, 2000 and 2001 from our audited consolidated financial statements not included in this prospectus. We have derived the summary consolidated financial data of Nuevo Banco Suquía for the year ended December 31, 2004 from its audited financial statements included in this prospectus. We have derived our unaudited summary financial data for the six months ended June 30, 2004 and 2005 from our condensed interim consolidated financial statements included in this prospectus. The condensed interim consolidated financial statements include, in our opinion, all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of our financial position and results of operations for these periods.
Due to the acquisitions we have made, our results of operations are not necessarily comparable between the periods presented; in particular, we acquired Banco Bansud in January 2002 and Nuevo Banco Suquía on December 22, 2004. The results of operations of Nuevo Banco Suquía are consolidated with Banco Macro Bansud from December 22, 2004.
Due to the economic crisis, Argentina experienced very high rates of inflation in 2002. Central Bank Rules reinstated inflation accounting at the beginning of 2002 until February 28, 2003. Therefore, all the financial statement data in this prospectus for periods prior to February 28, 2003 have been restated in constant pesos by applying the adjustment rate derived from the domestic wholesale price index published by Instituto Nacional de Estadística y Censos, Argentina’s national statistics and census agency, or INDEC, as of such date, which we refer to in this prospectus as constant pesos as of February 28, 2003.
Solely for the convenience of the reader, peso amounts as of and for the years ended December 31, 2004 and 2005 have been translated into U.S. dollars. The rate used to translate such amounts was Ps.3.0315 to US$1.00, which was the reference exchange rate for U.S. dollars for December 30, 2005, as reported by the Central Bank.
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BANCO MACRO BANSUD
                                                                                 
        Six Months    
    Year Ended December 31,   Ended June 30,   Year Ended December 31,
             
    2000(1)   2001(1)   2002(1)   2003(1)   2004(2)   2004(3)   2004   2005(2)   2005   2005(3)
 
    (in thousands of pesos or U.S. dollars, as indicated, except for shares,
    earnings per share and dividends per share)
Consolidated Income Statement
                                                                               
Central Bank Rules:
                                                                               
Financial income
    Ps.219,494       Ps.218,897       Ps.1,623,349       Ps.419,900       Ps.427,900       US$141,151       Ps.235,850       Ps.338,221       Ps.749,850       US$247,353  
Financial expense
    (87,596 )     (94,904 )     (515,184 )     (241,152 )     (133,204 )     (43,940 )     (71,769 )     (155,977 )     (303,176 )     (100,009 )
                                                             
Gross intermediation margin
    131,898       123,993       1,108,165       178,748       294,696       97,211       164,081       182,244       446,674       147,344  
Provision for loan losses
    (25,907 )     (21,968 )     (117,767 )     (35,009 )     (36,467 )     (12,029 )     (13,236 )     (34,479 )     (70,309 )     (23,193 )
Service charge income
    120,208       118,512       137,756       125,722       154,425       50,940       72,033       140,536       303,141       99,997  
Service charge expense
    (16,812 )     (18,834 )     (30,649 )     (20,005 )     (24,963 )     (8,235 )     (11,199 )     (27,874 )     (59,510 )     (19,631 )
Administrative expense
    (179,383 )     (183,277 )     (260,175 )     (221,796 )     (254,980 )     (84,110 )     (123,715 )     (205,062 )     (443,026 )     (146,141 )
Other income
    26,078       13,174       166,542       240,622       109,589       36,150       48,587       113,478       218,501       72,077  
Other expense
    (11,660 )     (13,271 )     (136,921 )     (63,257 )     (48,651 )     (16,048 )     (27,144 )     (46,319 )     (98,683 )     (32,553 )
Income tax
    (209 )     (770 )     (3,601 )     (833 )     (672 )     (222 )     (367 )     (630 )     (34,042 )     (11,229 )
Monetary loss
                (291,238 )     (4,343 )                                    
Minority interest
                2                               (8 )     (27 )     (9 )
Net income
    44,213       17,559       572,114       199,849       192,977       63,657       109,040       121,886       262,719       86,663  
                                                             
Net income per share
    2.12       0.49       1.78       0.33       0.32       0.10       0.18       0.20       0.43       0.14  
Dividends per share
    0.31       0.31                   0.10       0.03                   0.05       0.02  
Number of shares outstanding (in thousands)
    35,500       35,500       608,943       608,943       608,943       608,943       608,943       608,943       608,943       608,943  
 
U.S. GAAP:(4)
                                                                               
Net income
                            313,371       94,229       31,083       65,695       99,553                  
Net income per share
                            0.59       0.15       0.05       0.11       0.16                  
Weighted average number of shares outstanding (in thousands)
                            526,750       608,943       608,943       608,943       608,943                  
 
(1) In constant pesos as of February 28, 2003.
 
(2) Nuevo Banco Suquía consolidated with Banco Macro Bansud from December 22, 2004.
 
(3)  Translated at the rate of Ps.3.0315 per US$1.00, the reference exchange rate reported by the Central Bank for December 30, 2005.
 
(4)  See note 35 to our audited consolidated financial statements for the year ended December 31, 2004 and note 25 to our condensed interim consolidated financial statements as of June 30, 2005 for a summary of significant differences between Central Bank Rules and U.S. GAAP.
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BANCO MACRO BANSUD
                                                                                   
    As of December 31,   As of June 30,   As of December 31,
             
    2000(1)   2001(1)   2002(1)   2003(1)   2004(2)   2004(3)   2004   2005(2)   2005   2005(3)
 
    (in thousands of pesos or U.S. dollars, as indicated)
Consolidated Balance Sheet
                                                                               
Central Bank Rules:
                                                                               
Assets
                                                                               
Cash and due from banks
    Ps.122,426       Ps.113,635       Ps.325,953       Ps.674,300       Ps.1,372,258       US$452,666       Ps.714,443       Ps.1,143,588       Ps.1,189,129       US$392,258  
Government and private securities
    487,212       285,664       868,033       2,155,766       2,106,737       694,949       1,696,060       2,810,030       2,991,764       986,892  
Loans
                                                                               
 
to the non-financial government sector
    90,133       104,485       462,440       365,549       809,577       267,055       367,262       701,957       645,342       212,879  
 
to the financial sector
    121,942       23,093       1,593       17,835       81,812       26,987       106,383       158,644       80,511       26,558  
 
to the non-financial private sector and residents abroad
    656,289       472,135       514,695       723,619       2,208,996       728,681       1,365,904       2,451,218       2,948,799       972,719  
Allowances for loan losses
    (55,689 )     (40,311 )     (116,125 )     (56,279 )     (225,340 )     (74,333 )     (78,363 )     (173,676 )     (247,532 )     (81,653 )
Other assets
    749,769       416,490       1,761,485       1,144,237       2,443,715       806,108       1,386,183       2,337,465       1,879,809       620,092  
Total assets
    2,172,082       1,375,191       3,818,074       5,025,027       8,797,755       2,902,113       5,557,872       9,429,226       9,487,822       3,129,745  
Average assets
    1,948,780       1,663,367       3,804,446       4,356,792       5,705,542       1,882,085       5,473,772       9,413,937       9,357,401       3,086,723  
Liabilities and shareholders’ equity
                                                                               
Deposits:
                                                                               
 
from the non-financial government sector
    247,568       224,872       218,264       382,195       809,764       267,117       743,059       956,319       822,687       271,380  
 
from the financial sector
    4,388       2,673       7,552       11,909       4,445       1,466       6,353       5,815       5,208       1,718  
 
from the non-financial private sector
    1,048,051       708,480       1,534,926       2,633,140       4,504,788       1,485,993       2,646,758       5,217,987       5,737,431       1,892,605  
Other liabilities from financial intermediation and other liabilities
    561,180       124,840       663,341       559,450       1,974,784       651,421       681,452       1,672,154       1,241,791       409,629  
Subordinated corporate bond
    60,162       56,955       71,101       24,200       16,416       5,415       24,043       17,589       12,047       3,974  
Items pending allocation
    4,392       4,025       5,939       3,783       4,554       1,502       1,005       10,661       854       282  
Provisions
    525       971       391,578       285,128       225,699       74,451       208,063       199,900       178,150       58,766  
Minority interest in subsidiaries
    4       0       3       3       3       1       3       60       80       26  
Total liabilities
    1,926,270       1,122,816       2,892,704       3,899,808       7,540,453       2,487,367       4,310,736       8,080,485       7,998,248       2,638,380  
Shareholders’ equity
    245,812       252,375       925,370       1,125,219       1,257,302       414,746       1,247,136       1,348,741       1,489,574       491,365  
Average shareholders’ equity
    228,041       252,634       730,955       949,023       1,179,611       389,118       1,225,156       1,278,668       1,333,163       439,770  
U.S. GAAP:(4)
                                                                               
Shareholders’ equity
                            735,386       857,666       282,918       802,382       947,194                  
 
(1) In constant pesos as of February 28, 2003.
 
(2) Nuevo Banco Suquía consolidated with Banco Macro Bansud from December 22, 2004.
 
(3)  Translated at the rate of Ps.3.0315 per US$1.00, the reference exchange rate reported by the Central Bank for December 30, 2005.
 
(4)  See note 35 to our audited consolidated financial statements for the year ended December 31, 2004 and note 25 to our condensed interim consolidated financial statements as of June 30, 2005 for a summary of significant differences between Central Bank Rules and U.S. GAAP.
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BANCO MACRO BANSUD
                                                 
    As of and For the Year Ended December 31,
     
    2000(1)   2001(1)   2002(1)   2003(1)   2004(2)   2005(2)
 
Selected consolidated ratios:
                                               
Central Bank Rules
                                               
Profitability and performance
                                               
Net interest margin(3)
            9.92 %     8.87 %     6.84 %     6.37 %     5.23 %
Fee income ratio(4)
    47.68       48.87       11.06       41.29       34.38       40.43  
Efficiency ratio(5)
    71.15       75.58       20.88       72.85       56.77       59.08  
Fee income as a percentage of administrative expense
    67.01       64.66       52.95       56.68       60.56       68.43  
Return on average equity
    19.39       6.95       78.27       21.06       16.36       19.71  
Return on average assets
    2.27       1.06       15.04       4.59       3.39       2.81  
 
Liquidity
                                               
Loans as a percentage of total deposits
    66.80       64.07       55.59       36.57       58.29       55.97  
Liquid assets as a percentage of total deposits(6)
          32.11       47.05       65.12       53.69       58.65  
 
Capital
                                               
Total equity as a percentage of total assets
    11.32       18.35       24.24       22.39       14.29       15.70  
Regulatory capital as a percentage risk-weighted assets
    21.26       20.28       27.36       43.79       35.71       31.03  
 
Asset quality
                                               
Non-performing loans as a percentage of total loans(7)
    14.31       18.68       16.94       8.91       6.50       5.34  
Allowances as a percentage of total loans
    6.41       6.72       11.86       5.08       7.27       6.74  
Allowances as a percentage of non-performing loans(7)
    44.83       35.99       70.04       57.07       111.75       126.20  
Amparos as a percentage of equity
                      4.0       4.0       2.9  
 
Operations
                                               
Number of branches
                    163       150       256       254 (8)
Number of employees
    1,417       1,401       2,881       2,814       4,772       5,054  
 
(1) Calculated on the basis of amounts expressed in constant pesos as of February 28, 2003.
 
(2) Nuevo Banco Suquía consolidated with Banco Macro Bansud from December 22, 2004.
 
(3) Net interest income divided by average interest earning assets.
 
(4) Service charge income divided by the sum of gross intermediation margin and service charge income.
 
(5) Administrative expenses divided by the sum of gross intermediation margin and service charge income.
 
(6) Liquid assets include cash, cash collateral, LEBACs and NOBACs, and interbanking loans. Since 2004, we include overnight loans to highly rated companies.
 
(7) Non-performing loans includes all loans to borrowers classified as “3-nonperforming/deficit compliance”, “4-high risk of uncollectibility/unlikely to be collected”, “5-uncollectible” and “6- uncollectible, classified as such under regulatory requirements” under the Central Bank loan classification system.
 
(8)  Includes the seven branches and the headquarters we acquired in November 2005 from the restructuring of Banco Empresario de Tucumán. The number does not include the 25 branches and the headquarters included in the pending acquisition of Banco del Tucumán S.A.
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NUEVO BANCO SUQUÍA
                 
    Year Ended
    December 31, 2004
 
    (in thousands of pesos
    or U.S. dollars,
    as indicated)(1)
Selected Income Statement Data
               
Central Bank Rules:
               
Gross intermediation margin
    Ps.79,163     US$ 26,113  
Provision for loan losses
    124,682       41,129  
Service charge income
    93,732       30,919  
Administrative expense
    113,212       37,345  
Net loss
    (62,821 )     (20,723 )
U.S. GAAP:(2)
               
Net income
    41,106       13,560  
                 
Selected Balance Sheet Data
               
Central Bank Rules:
               
 
Assets
               
Loans
    Ps.981,552     US$ 323,784  
Total assets
    2,679,740       883,965  
 
Liabilities and shareholders’ equity
               
Deposits
    1,543,710       509,223  
Total liabilities
    2,372,442       782,597  
Shareholders’ equity
    307,298       101,368  
U.S. GAAP:(2)
               
Shareholders’ equity
    306,718       101,177  
 
(1)  U.S. dollar amounts translated at a rate of 3.0315 per US$1.00, the reference exchange rate reported by the Central Bank for December 30, 2005.
 
(2) See note 20 to Nuevo Banco Suquía’s audited financial statements for a summary of significant differences between Central Bank Rules and U.S. GAAP.
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The crisis and recovery in Argentina
OVERVIEW
From December 2001 through most of 2002, Argentina experienced an unprecedented crisis that virtually paralyzed the country’s economy and led to radical changes in government policies. Over the past three years, the Argentine economy has recovered significantly from the crisis and the business environment has largely stabilized. Argentina’s banking sector in particular was severely affected by the crisis and regulatory changes, as described below. However, the current recovery has led to improvements in the performance of the banking sector, and we believe sets the stage for growth opportunities in the industry. See “The Argentine banking industry.” The table below sets forth information about certain economic indicators in Argentina for the years ended:
                                                     
    2000   2001   2002   2003   2004   2005    
 
GDP growth
    (0.8 )%     (4.4 )%     (10.9 )%     8.8 %     9.0 %     9.0 %(1)    
Primary balance(2) (as % of GDP)
    0.4       (1.0 )     0.7       3.2       5.7       4.5      
Total public debt (as % of GDP)
    45.7       53.7       164.6       139.5       127.0       72.5 (3)    
Net exports (US$ millions)
    1,166.5       6,277.1       16,719.8       15,731.5       12,103.0       11,321.2      
Total deposits (as % of GDP)(4)
    30.3       29.4       24.2       22.8       24.2       24.1      
Private sector loans (as % of GDP)(4)
    23.3       21.6       14.8       9.1       8.2       9.1      
Unemployment rate
    15.4       17.4       19.7       17.3       13.6       10.1 %    
Poverty index
    29.3       34.1       52.0       50.9       42.3       38.5 (5)    
Consumer price inflation
    (0.7 )     (1.5 )     41.0       3.7       6.1       12.3 %    
Average nominal exchange rate (in pesos versus US$)
    1.00       1.00       3.20       2.95       2.95       2.92      
 
Source:    INDEC and Central Bank
(1) Central Bank survey as of January 2006.
 
(2) Fiscal balances of federal and provincial governments (before debt service).
 
(3) Total public debt at June 30, 2005 divided by GDP for the 12 months ended June 30, 2005.
 
(4) Twelve-month average.
 
(5) At June 30, 2005.
Notwithstanding the recent improvements to the Argentine economy and the banking sector, and their current prospects for growth, conditions in Argentina and its banking sector remain subject to significant uncertainties and risks. For more information, see “Risk factors.”
HOW THE ECONOMIC CRISIS DEVELOPED
From the last quarter of 1998 through the first six months of 2002, Argentina suffered a severe economic recession. Structural barriers, including Argentina’s trade and fiscal deficits and the rigidity of its fixed exchange rate system (known as the convertibility regime), limited the Argentine government’s ability to stimulate the economy. Furthermore, the country’s excessive reliance on foreign
 
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capital, combined with its mounting external debt, resulted in a deep contraction of the economy and banking and fiscal crises when capital started to leave the country.
In 2001 in particular, economic conditions deteriorated significantly, as capital flight totaled US$14 billion and approximately 20% of the government’s budget was directed to servicing the public debt. The financial needs of the government crowded out private borrowers and resulted in increased public sector exposure on banks’ balance sheets. Depositors clearly perceived that their savings were placed in Argentine government debt and therefore, to the extent country risk went up, they started withdrawing their deposits. In the second half of 2001, the growing perception that a devaluation of the peso was imminent triggered a massive run on bank deposits and a significant acceleration of capital flight from the Argentine economy. The impact on the financial system was severe; during the first phase of the crisis (from December 2000 to November 2001) total deposits fell by 21.0%.
In a last bid to safeguard the convertibility regime and avert the collapse of the banking sector, during the second phase of the crisis, during December 2001, the Argentine government imposed strict per-person limits on bank withdrawals (known as the corralito), limiting withdrawals from demand accounts to Ps.250 per week and from payroll accounts to Ps.1,000 per month. This action fueled panic, and as a consequence, depositors seeking a way out of the corralito transferred their funds from matured time deposits to demand deposits. The total amount of private sector time deposits fell by 36% (Ps.16.4 billion), while private sector demand deposits increased by 75.6% (Ps.12.3 billion) during December 2001.
The economic crisis and the restrictions on bank withdrawals caused massive social unrest, which led to a political crisis that resulted in the resignation of President Fernando de la Rúa in December 2001. Several interim presidents followed until the appointment of Eduardo Duhalde in January 2002. During 2001, the Central Bank’s international reserves fell by 14.6% and it provided US$4.0 billion of liquidity assistance to the financial sector.
In response to the political and economic crisis, the Argentine government undertook a number of far-reaching initiatives that radically changed the monetary and foreign exchange regime and the regulatory environment for conducting business in Argentina, creating even greater financial uncertainty and virtually paralyzing all commercial and financial activities in Argentina in 2002.
THE ARGENTINE GOVERNMENT’S RESPONSE TO THE CRISIS AND ITS IMPACT ON THE FINANCIAL SYSTEM
Sovereign default
As a consequence of the government’s declining revenues, substantial debt service obligations, growing deficit and diminishing access to the international capital markets, Argentina suspended payment on a significant portion of its public debt in December 2001. The government’s default both closed Argentina’s access to foreign financings and lowered the market value of government bonds.
Peso devaluation and inflation
In January 2002, the Argentine government passed the Public Emergency and Reform Law, which abolished the fixed parity between the peso and the U.S. dollar, bringing to an end the convertibility regime that had been in effect for ten years. The peso devalued dramatically, reaching its lowest level on June 26, 2002, when it had devalued by 74% from Ps.1.00 to Ps.3.87 per dollar. The devaluation of the peso had a substantial and negative effect on the Argentine economy and on the financial condition of individuals and businesses. The devaluation resulted in many Argentine businesses defaulting on their foreign currency debt obligations, significantly reduced real wages and crippled businesses that depended on domestic demand, such as utilities and the financial services industry. The
 
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devaluation of the peso created pressure on the domestic pricing system and triggered very high rates of inflation. During 2002, wholesale inflation reached a rate of approximately 118% and consumer prices rose 41%. As a result of the devaluation of the peso and the high level of inflation, combined with economic uncertainty, banks virtually suspended all origination of credit products in 2002.
Rescheduling of deposits and asymmetric pesification
From January 30, 2002 to April 30, 2002, as part of the Public Emergency and Reform Law, the government converted dollar-denominated deposits and dollar-denominated obligations that were governed by Argentine law into pesos, in a process known as pesification. The pesification converted U.S. dollar-denominated obligations and U.S. dollar-denominated deposits into pesos at different exchange rates (the so called “asymmetric pesification”). In addition, stronger restrictions were imposed on bank withdrawals (known as the corralón), which effectively froze and rescheduled all time deposits, including a significant portion that had matured during the time the corralito was in effect and had been converted into demand deposits. These rescheduled deposits were represented by certificates called CEDROs that were issued by each bank.
Asymmetric pesification consisted of two basic elements. First, all foreign currency-denominated, Argentine law governed obligations were converted into pesos at a rate of Ps.1.00 per US$1.00. The affected debts were also made subject to adjustment by a Coeficiente de Variación de Salarios, or CVS, a wage inflation coefficient, in the case of certain types of loans to individuals (i.e., mortgages, personal loans, etc., in amounts of less than Ps.100,000), and all other debts were subject to Coeficiente de Estabilización de Referencia, or CER, a consumer price inflation coefficient. The second element of pesification required that all foreign currency-denominated deposits be converted into peso-denominated deposits at an exchange rate of Ps.1.40 per US$1.00, subject to CER indexation. Asymmetric pesification had dramatic effects on the composition of banks’ balance sheets. Bank assets (i.e., loans) and liabilities (i.e., deposits) were converted at different exchange rates. In addition, in some instances, bank assets and liabilities were subject to different price indexes, the so-called “asymmetric indexation”.
Deterioration of loan portfolio
Both the government and the banks created mechanisms to facilitate the repayment of loans, such as pesification and the possibility to repay loans by returning CEDROs of corresponding face value to the bank issuing the loan, which generated a significant reduction in the volume of outstanding credit and deposits. Some borrowers who did not or could not avail themselves of these repayment mechanisms began to default on their loans, increasing the ratio of non-performing lending of the financial system to 18.1% by December 2002 and 20% for private banks.
Limitation on creditor rights
As a measure to protect debtors affected by the economic crisis, the Argentine government adopted measures suspending proceedings to enforce security interests on loans, including mortgage foreclosures, bankruptcy petitions and other means of collections, for extended periods of time. These measures restricted creditors, including banks, from collecting on secured non-performing loans. Most of these measures are no longer in effect.
Compensation to financial institutions
The asymmetric conversion of loans and deposits into pesos, the increase in banks’ non-performing loans and the decline in value of bank holdings of government debt, left much of the financial sector virtually insolvent. To help prevent widespread bank insolvencies, the Argentine government pledged to
 
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provide offsetting compensation to banks. The general principles of the compensation scheme were to (1) maintain the peso value of each bank’s net worth, and (2) leave the banks hedged in terms of currency. To that end, the Argentine government issued two types of bonds to banks:
  a bond denominated in pesos (BODEN 2007) to compensate for losses linked to asymmetric pesification; and
 
  a bond denominated in dollars (BODEN 2012) that the Central Bank offered to affected banks at a discounted price of Ps.1.40 plus CER indexation, to US$1.00, to compensate for the consequences of creating a mismatch between a bank’s dollar and peso position as a result of pesification. Banks could purchase the BODEN 2012 with either BODEN 2007 or by borrowing the applicable amount from the Central Bank.
Amparos
In response to pesification and the forced rescheduling of their deposits and other measures, many depositors sued banks, primarily through the use of an action to enforce constitutional rights known as amparos. By December 31, 2005, there were approximately 322,500 amparos filed against financial institutions, totaling Ps.22.4 billion. In some of these cases, lower court judges issued injunctions and ordered banks to return deposits in U.S. dollars or in pesos, but at the prevailing market exchange rate, resulting in significant losses for banks. Many amparos remain pending and the Argentine Supreme Court has not yet made a final determination as to the constitutionality of the measures adopted by the Argentine government.
Liquidity assistance
The Argentine government modified the Central Bank’s charter so as to facilitate liquidity assistance to the financial sector. During 2002, the Central Bank provided Ps.18.5 billion of liquidity assistance to the financial system. Despite this assistance, the financial system experienced losses and consolidation after the crisis, with 17 entities being liquidated and closed, and the loss of nearly 17,000 jobs. The capital outflow continued depleting international reserves, which ended the year at Ps.22.5 billion.
Special accounting rules for the financial system
In order to give the financial system time to recover from the extreme negative effects of the Argentine government’s response to the crisis, the Central Bank issued rules that provided for the deferral of losses incurred. The Central Bank allowed banks to register most government bonds and loans held before the devaluation and those received as compensation at higher than fair values. The carrying values of these government bonds and loans are being gradually marked to market until June 2008. The Central Bank is also allowing banks to register the amount that banks have paid under amparos as an intangible asset, to be amortized over five years, as a form of loss deferment. By the end of 2008, substantially all of the amparo-related losses will have been fully amortized.
THE PATH TO STABILIZATION
The economy started its path to stabilization in April 2002 with a clear improvement of economic variables during the second half of the year, mainly as a result of expanding exports and decreasing imports. While the devaluation of the peso had significant adverse consequences, it did result in a positive balance for Argentina’s current account, which in turn fostered a reactivation of domestic production. The sharp decline in the peso’s value against foreign currencies, together with a decline in production costs in U.S. dollar terms, made Argentine products relatively inexpensive in the export markets. At the same time, the costs of imported goods increased significantly due to the devaluation
 
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of the peso, forcing Argentine consumers to substitute their purchase of foreign goods with domestic products, substantially boosting domestic demand for domestic products.
Using a new short-term financial instrument known as a LEBAC (Letras del Banco Central) or Central Bank external bills, the Central Bank was able to absorb the excess liquidity generated through its temporary advances to the financial sector. As a result, volatility in the peso-U.S. dollar exchange rate was reduced, inflationary pressures declined and interest rates gradually stabilized, after having increased sharply following the end of the convertibility regime.
During the second half of 2002, Argentina’s GDP increased 4.4%, and the consumer price index inflation was 8.0% for the six-month period ended December 31, 2002, compared to 30.5% for the six-month period ended June 30, 2002. The improving economic conditions, particularly the reduction of capital outflows from the Argentine economy and the banking system, allowed the government to begin lifting restrictions on bank withdrawals in November 2002.
However, despite the improvement in economic conditions during the second half of 2002, Argentina’s overall GDP contracted 10.9% for the full year, receding to 1993 values, investment collapsed (with, for example, negative growth of 43% in the second quarter as compared to the second quarter of 2001), and inflation increased sharply. The main impact of the crisis was the tremendous social hardship. Unemployment rose from 12.9% to 19.7% between 1998 and 2002, real wages declined 24% in 2002, and the poverty index increased from 29% of the population in 2000 to 52% in 2002.
Economic recovery and improvements in the banking sector
In May 2003, Argentina’s political environment was reorganized when Dr. Néstor Kirchner took office as president. The economy continued to show indications of recovery, as GDP grew 8.8% in 2003. A combination of sound fiscal and monetary policies kept consumer price inflation under control at 3.5% in 2003. During 2003, Argentina moved towards normalizing its relationship with the IMF, withdrew all the national and provincial governments’ quasi-money securities from circulation (amounting to Ps.7.8 billion), and eliminated all deposit restrictions. The trade balance experienced a sustained surplus, aided by the rise in commodity prices and export volumes. Meanwhile, social indicators improved. The unemployment rate decreased to 17.3% in 2003 and real wages began to recover.
The financial system also began to gradually regain the public’s trust. Total deposits grew 26% in nominal terms during 2003. However, by mid-2003 the composition of deposits had changed, shifting from time deposits to mostly demand deposits. The recovery also improved the profitability of the financial system. Only 25 banks recorded profits in 2002, totaling Ps.1,144 million, while 75 banks lost a combined total of nearly Ps.20.4 billion. In 2003, the number of unprofitable banks declined to 53. This positive trend was partially a result of Central Bank regulations allowing banks to defer losses generated by amparos and the deferring of the marking to market of the value of government debt.
A rebound in private sector time deposits was interrupted towards the end of the first half of 2003, due to a series of interest rate reductions by the Central Bank. Annual rates on 180-day LEBACs plunged from 46% at the end of 2002 to 3.7% by the end of 2003. These reductions, combined with a market characterized by high liquidity and no rebound in the demand for credit, led banks to cut interest rates on time deposits. Annual rates on 30-day deposits dropped from 21% at the end of 2002 to 4% at the end of 2003. This abrupt decrease in interest rates on time deposits drove depositors to move their savings to demand accounts while awaiting more profitable investment opportunities.
Expectations regarding peso appreciation and low inflation discouraged investments in other currencies and, except for the stock exchange and real estate markets, which saw significant price increases, no worthwhile investment options emerged. As a result, savings moved back into time deposits, now at a
 
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very low annual interest rate (generally in the 4-5% range), leading to the current environment, which is characterized by high liquidity and low interest rates.
Growth consolidation
During 2004 and 2005, the Argentine economy continued to grow. GDP grew 9.0% in 2004 and is expected to have grown 9.0% in 2005 according to the Central Bank’s survey of independent forecasting firms. Inflation remained relatively low in 2004 although it almost doubled to 6.1% from 2003, and it increased to 12.3% during 2005.
The increase in total deposits continued in 2004, growing Ps.22 billion, or 23%, as Argentina’s deposits to GDP ratio again approached its pre-crisis level. The growth in deposits during 2004 was due primarily to government sector deposits, which rose dramatically by Ps.15.6 billion, or 97%, in the year to represent 27% of total deposits, fueled by a record fiscal surplus, while private sector deposits rose 11%.
This trend changed during 2005, with the private sector driving total deposit growth with a 21% increase during the period, while public sector deposits increased by 2%. There was also a resurgence of time deposits, which grew by 22% during 2005. This increase was mostly attributable to institutional investors (investors with more than Ps.1 million in deposits), who made deposits of over Ps.14.6 billion, or a 22% increase, during 2005. More specifically, CER-adjusted deposits, used for the most part by institutional investors, reached Ps.6.6 billion at the end of 2005, much higher than the Ps.4.8 billion registered in the corresponding period in 2004. The Central Bank extended the minimum term of CER-adjusted deposits to 365 days in January 2005.
Meanwhile, a resurgence of loan volume began in the second half of 2004, reversing the downward trend for the first time since early 2000, which had bottomed out at approximately 7.7% of GDP in June 2004, and rose to 8.7% by December 2004 (a significant increase taking into account the accompanying high rate of GDP growth). This growth is mostly due to the active participation of domestic private banks in this market. Although the nominal stock of private sector loans decreased 13% in 2003, a positive trend began in the fourth quarter and strengthened during 2004. The volume of loans to the private sector has grown primarily through short-term products. The expansion in 2004 was driven by commercial credit (advances, discounted documents, leasing and other products) which, for the financial system as a whole, increased by Ps.5.6 billion, or 35%. Nevertheless, the expansion of the long-term loan market has lagged other economic indicators. Commercial and consumer loans have grown at a rate of 55% and 69%, respectively, for 2005.
Public sector exposure (without LEBAC) in the balances of banks, which came to represent over 50% of assets in the financial system at its highest point, declined to 32.7% by the end of 2005. This decrease is explained by the gradual marking to market of public sector securities, as well as the increase in the private sector loan portfolio. At the same time, the intangible asset in respect of amparos has decreased as the intangible asset began to be amortized over five years. We estimate that if the entire portfolio of public sector exposure of the financial system were marked to market, based on December 31, 2005 figures, approximately Ps.7 billion of assets would be written down, and assuming the intangible asset recorded in respect of amparos has no value, an approximately Ps.5 billion writedown, the adjusted net worth of the financial system would be approximately Ps.15 billion.
Restructuring of Argentina’s public debt
In June 2005, the government completed a restructuring of the federal government’s public debt, which had been in default since December 2001. Argentina reduced its outstanding principal amount of public debt from US$191.3 billion to US$126.6 billion and negotiated lower interest rates and
 
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extended payment terms. Approximately US$19.5 billion of defaulted bonds held by creditors who did not participate in the exchange offer remain outstanding. Argentina’s risk profile has improved substantially. For example, based on its U.S. dollar-denominated BODEN 2012 bond spread over the comparable U.S. treasury note, Argentina’s country risk premium decreased from 662 basis points as of September 30, 2004 to 471 basis points as of December 31, 2005.
On January 3, 2006, Argentina repaid to the IMF all amounts owing under outstanding credit lines.
 
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Risk factors
Investing in our Class B shares or the ADSs involves a high degree of risk. You should carefully consider the risks described below with all of the other information included in the prospectus before deciding to invest in our Class B shares or the ADSs. If any of the following risks actually occur, they may materially harm our business and our financial condition and results of operations. In this event, the market price of our Class B shares or the ADSs could decline and you could lose part or all of your investment.
RISKS RELATING TO ARGENTINA
Argentina’s current growth and stabilization may not be sustainable
During 2001 and 2002, Argentina went through a period of severe political, economic and social crisis. Although the economy has recovered significantly over the past three years, uncertainty remains as to whether the current growth and relative stability is sustainable. The Argentine economy remains fragile, including for the following reasons:
  unemployment remains high;
 
  the availability of long-term fixed rate credit is scarce;
 
  investment as a percentage of GDP remains low;
 
  the current fiscal surplus could reverse into a fiscal deficit;
 
  inflation has risen recently and threatens to accelerate;
 
  the regulatory environment continues to be uncertain;
 
  the country’s public debt remains high and international financing is limited; and
 
  the recovery has depended to some extent on:
  high commodity prices, which are volatile and outside the control of the country; and
 
  excess capacity, which has been reduced considerably.
Substantially all our operations, properties and customers are located in Argentina. As a result, our business is to a very large extent dependent upon the economic conditions prevailing in Argentina.
Inflation may rise again, causing adverse effects on the Argentine long-term credit markets as well as the Argentine economy generally
The devaluation of the peso in January 2002 created pressures on the domestic price system that generated high inflation in 2002, after several years of price stability, before substantially stabilizing in 2003. However, consumer prices almost doubled to 6.1% during 2004 and increased to 12.3% in 2005. Moreover, uncertainty surrounding future inflation could slow the rebound in the long-term credit market.
In the past, inflation has materially undermined the Argentine economy and the government’s ability to create conditions that would permit growth. A return to a high inflation environment would also undermine Argentina’s foreign competitiveness by diluting the effects of the peso devaluation, with the same negative effects on the level of economic activity and employment. In addition, a return to high inflation would undermine the very fragile confidence in Argentina’s banking system in general, which would negatively and materially affect our business volumes and potentially preclude us from fully resuming lending activities.
 
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Argentina’s ability to obtain financing from international markets is limited, which may impair its ability to implement reforms and foster economic growth
In the first half of 2005, Argentina restructured part of its sovereign debt that had been in default since the end of 2001. The Argentine government announced that as a result of the restructuring, it had approximately US$126.6 billion in total outstanding debt remaining. Of this amount, approximately US$19.5 billion are defaulted bonds owned by creditors who did not participate in the restructuring.
Some bondholders in the United States, Italy and Germany have filed legal actions against Argentina, and holdout creditors may initiate new suits in the future. Additionally, foreign shareholders of certain Argentine companies have filed claims in excess of US$17 billion before the International Center for the Settlement of Investment Disputes, or ICSID, alleging that certain government measures are inconsistent with the fair and equitable treatment standards set forth in various bilateral treaties to which Argentina is a party.
Argentina’s past default and its failure to restructure completely its remaining sovereign debt and fully negotiate with the holdout creditors may prevent Argentina from reentering the international capital markets. Litigation initiated by holdout creditors as well as ICSID claims may result in material judgments against the Argentine government and could result in attachments of or injunctions relating to assets of Argentina that the government intended for other uses. As a result, the government may not have the financial resources necessary to implement reforms and foster growth, which could have a material adverse effect on the country’s economy and, consequently, our business.
Significant devaluation of the peso against the U.S. dollar may adversely affect the Argentine economy as well as our financial performance
Despite the positive effects of the real depreciation of the peso in 2002 on the competitiveness of certain sectors of the Argentine economy, it has also had a far-reaching negative impact on the Argentine economy and on businesses and individuals’ financial condition. The devaluation of the peso has had a negative impact on the ability of Argentine businesses to honor their foreign currency-denominated debt, led to very high inflation initially, significantly reduced real wages, had a negative impact on businesses whose success is dependent on domestic market demand, such as utilities and the financial industry, and adversely affected the government’s ability to honor its foreign debt obligations.
If the peso devalues significantly, all of the negative effects on the Argentine economy related to such devaluation could recur, with adverse consequences to our business. Moreover, it would likely result in a decline in the value of our Class B shares and the ADSs as measured in U.S. dollars.
Significant appreciation of the peso against the U.S. dollar may adversely affect the Argentine economy
A substantial increase in the value of the peso against the U.S. dollar also presents risks for the Argentine economy. The appreciation of the peso against the U.S. dollar negatively impacts the financial condition of entities whose foreign currency-denominated assets exceed their foreign currency-denominated liabilities, such as us. In addition, in the short term, a significant real appreciation of the peso would adversely affect exports. This could have a negative effect on GDP growth and employment as well as reduce the Argentine public sector’s revenues by reducing tax collection in real terms, given its current heavy reliance on taxes on exports.
 
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Government measures to preempt or in response to social unrest may adversely affect the Argentine economy
During its crisis in 2001 and 2002, Argentina experienced social and political turmoil, including civil unrest, riots, looting, nationwide protests, strikes and street demonstrations. Despite Argentina’s ongoing economic recovery and relative stabilization, the social and political tensions and high levels of poverty and unemployment continue. Future government policies to preempt or in response to social unrest may include expropriation, nationalization, forced renegotiation or modification of existing contracts, suspension of the enforcement of creditors’ rights, new taxation policies, including royalty and tax increases and retroactive tax claims, and changes in laws and policies affecting foreign trade and investment. Such policies could destabilize the country and adversely and materially affect the economy, and thereby our business.
Exchange controls and restrictions on transfers abroad and capital inflow restrictions have limited and can be expected to continue to limit the availability of international credit
In 2001 and 2002, Argentina imposed exchange controls and transfer restrictions substantially limiting the ability of companies to retain foreign currency or make payments abroad. These restrictions have been substantially eased, including those requiring the Central Bank’s prior authorization for the transfer of funds abroad in order to pay principal and interest on debt obligations. However, Argentina may re-impose exchange control or transfer restrictions in the future, among other things, in response to capital flight or a significant depreciation of the peso. In addition, the government issued a decree in June 2005 that established new controls on capital inflows that could result in less availability of international credit. Additional controls could have a negative effect on the economy and our business if imposed in an economic environment where access to local capital is substantially constrained. Moreover, in such event, restrictions on the transfers of funds abroad may impede your ability to receive dividend payments as a holder of ADSs.
The Argentine economy could be adversely affected by economic developments in other global markets
Financial and securities markets in Argentina are influenced, to varying degrees, by economic and market conditions in other global markets. Although economic conditions vary from country to country, investors’ perception of the events occurring in one country may substantially affect capital flows into and securities from issuers in other countries, including Argentina. The Argentine economy was adversely impacted by the political and economic events that occurred in several emerging economies in the 1990s, including Mexico in 1994, the collapse of several Asian economies between 1997 and 1998, the economic crisis in Russia in 1998 and the Brazilian devaluation in January 1999. In addition, Argentina continues to be affected by events in the economies of its major regional partners. Furthermore, the Argentine economy may be affected by events in developed economies which are trading partners or that impact the global economy.
Shocks of a similar magnitude to the international markets in the future can be expected to affect adversely the Argentine economy and the financial system and therefore us.
RISKS RELATING TO THE ARGENTINE FINANCIAL SYSTEM
The health of Argentina’s financial system depends on a return of the long-term credit market, which has not yet happened
As a result of the 2001 and 2002 crisis, the volume of financial intermediation activity in Argentina fell drastically: credit fell from 23.1% of GDP in March 2001 to just 7.7% in June 2004, while
 
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deposits as a percentage of GDP fell from 31.5% to 23.2% during the same period. During this period our financial intermediation activities also declined. The depth of the crisis and the effect of the crisis on depositors’ confidence in the financial system created significant uncertainties as to the likelihood that the financial system will fully recover its ability to act as an intermediary between savings and credit. Despite the ongoing recovery of Argentina’s short-term credit market (approximately 92% of loan growth in 2004 was in the form of overdrafts, consumer loans and advances), long-term lending has lagged.
If longer-term financial intermediation activity fails to resume at substantial levels, the ability of financial institutions, including us, to generate profits will be negatively affected. Even though deposits in the financial system and with us resumed growth in mid-2002, most of these new deposits are either sight or very short-term time deposits, creating a liquidity risk for banks engaged in long-term lending and increasing their need to depend on the Central Bank as a potential liquidity backstop.
The recovery of the financial system depends upon the ability of financial institutions, including us, to retain the confidence of depositors
The massive withdrawal of deposits experienced by all Argentine financial institutions, including us, during 2001 and the first half of 2002 was largely due to the loss of confidence of depositors in the Argentine government’s ability to repay its debts, including its debts within the financial system, and to maintain peso-dollar parity in the context of its solvency crisis. In addition, the measures taken by the government to protect the solvency of the banking system, most significantly the limitation on the right of depositors to freely withdraw their money and the pesification of their dollar deposits, generated significant opposition directly against banks from depositors frustrated by losses of their savings.
Although short-term deposits have substantially recovered since 2002, the deposit base of the Argentine financial system, including ours, may be affected in the future by adverse economic, social and political events. If depositors once again withdraw significant holdings from banks, there will be a substantial negative impact on the manner in which financial institutions, including us, conduct their business and on their ability to operate as financial intermediaries.
The asset quality of financial institutions, including us, is fragile due to high exposure to public sector debt
Financial institutions, including us, have a significant portfolio of bonds of, and loans to, the Argentine federal and provincial governments as a result of the crisis and compensation measures undertaken by the government in conjunction with the pesification. To a large extent, the value of a large portion of the assets held by Argentine banks, as well as their income generation capacity, is dependent on the Argentine public sector’s creditworthiness, which is in turn dependent on the government’s ability to promote sustainable economic growth in the long run, generate tax revenues and control public spending.
As of December 31, 2005, our exposure to public sector debt (net of LEBAC) totaled approximately Ps.543 million, representing 15% of our total assets. Because of this high level of exposure, any new restructuring of the sovereign debt that is unfavorable to us or any failure by the federal or provincial governments to meet their debt obligations in accordance with their terms would have a material adverse effect on our financial condition.
Our asset quality and that of other financial institutions may deteriorate if the Argentine private sector does not fully recover
The capacity of many Argentine private sector debtors to repay their loans deteriorated significantly as a result of the economic crisis, materially affecting the asset quality of financial institutions, including us. We established large allowances for loan losses in 2002 to cover the risks inherent to our portfolio
 
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of loans to the private sector. In 2004, the quality of our loan portfolio improved from 2003 levels as a result of high GDP growth and a better overall economic environment. However, this improvement did not fully offset the deterioration caused by the crisis in the quality of our assets. Moreover, the current improvement may not continue, and we will likely not succeed in recovering substantial portions of loans that were written off. Our business strategy includes substituting a large portion of our current portfolio of government securities for loans to the private sector. As a result, we expect that our credit risk exposure to the private sector will increase in the near term. If the recovery of financial health of Argentina’s private sector reverses, we may experience an increase in our incidence of non-performing loans.
Limitations on enforcement of creditors’ rights in Argentina may adversely affect financial institutions
To protect debtors affected by the economic crisis, beginning in 2002 the Argentine government adopted measures that temporarily suspended proceedings to enforce creditors’ rights, including mortgage foreclosures and bankruptcy petitions. Most of these measures have been rescinded, however, on March 8, 2006 the Argentine government established a new 90-day suspension period for mortgage foreclosure proceedings involving debtors’ dwellings and original loan amounts no higher than Ps.100,000. We cannot assure you that in an adverse economic environment the government will not adopt additional measures in the future, which could have a material adverse effect on the financial system and our business.
RISKS RELATING TO US
Our target market may be the most adversely affected by economic recessions
Our business strategy is to increase fee income and loan origination in our target market, low- and middle-income individuals and small- and medium-sized businesses. The current economic situation favors this target market and they are experiencing solid growth. However, this target market is particularly vulnerable to economic recessions and, in the event of such a recession, growth in our target market may slow and consequently adversely affect our business. The Argentine economy as a whole and our target market has not stabilized enough for us to be certain that demand will continue to grow. Therefore, we cannot assure you that our business strategy will in fact be successful.
Our controlling shareholders have the ability to direct our business and their interests could conflict with yours
Our controlling shareholders beneficially own 10,204,066 Class A shares and 355,834,364 Class B shares. Upon completion of the global offering (excluding any sales of Class B shares pursuant to the over-allotment option), they will have between approximately 47.3% and 51.4% of the total voting power, depending upon the number of shares, if any, that they are required to purchase pursuant to the standby subscription obligation. Although there currently is no formal agreement among them, together our controlling shareholders control virtually all decisions with respect to our company made by shareholders. They may, without the concurrence of the remaining shareholders, elect a majority of our directors, amend our bylaws, effect or prevent a merger, sale of assets or other business acquisition or disposition, cause us to issue additional equity securities, effect a related party transaction and determine the timing and amounts of dividends, if any. Their interests may conflict with your interests as a holder of our Class B shares or the ADSs, and they may take actions that might be desirable to the controlling shareholders but not to other shareholders.
 
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Our management has discretion in how we allocate our use of the net proceeds we receive from the global offering
We will have flexibility in applying the net proceeds we receive from the global offering, as described in “Use of proceeds”. You may not agree with how we use the net proceeds of the global offering. If we use the net proceeds for corporate purposes that do not yield a significant return or any return at all for our shareholders, our stock price could decline.
We will continue to consider acquisition opportunities, which may not be successful
We have expanded our business primarily through acquisitions. We will continue to consider attractive acquisition opportunities that we believe offer additional value and are consistent with our business strategy. We cannot assure you, however, that we will be able to identify suitable acquisition candidates or that we will be able to acquire promising target financial institutions on favorable terms. Additionally, our ability to obtain the desired effects of such acquisitions will depend in part on our ability to successfully complete the integration of those businesses. The integration of acquired businesses entails significant risks, including:
  unforeseen difficulties in integrating operations and systems;
 
  problems assimilating or retaining the employees of acquired businesses;
 
  challenges retaining customers of acquired businesses;
 
  unexpected liabilities or contingencies relating to the acquired businesses; and
 
  the possibility that management may be distracted from day-to-day business concerns by integration activities and related problem solving.
We depend on key personnel for our current and future performance
Our current and future performance depends to a significant degree on the continued contributions of our senior management team and other key personnel, in particular Jorge Horacio Brito, Delfín Jorge Ezequiel Carballo and Fernando Andrés Sansuste. Our performance could be significantly harmed if we lose their services. Should their services no longer be available to us, we may not be able to locate or employ qualified replacements on acceptable terms.
Increased competition and consolidation in the banking industry may adversely affect our operations
We expect trends of increased competition in the banking sector, as banks continue to recover from the recent economic crisis. Additionally, if the trend towards decreasing spreads is not offset by increases in lending volumes, then resulting losses could lead to consolidation in the industry. We expect trends of increased consolidation to continue. Consolidation can result in the creation of larger and stronger banks, which may have greater resources than we do.
We expect that competition with respect to small- and medium-sized businesses is likely to increase. As a result, even if the demand for financial products and services from these markets continues to grow, competition may adversely affect our results of operations by decreasing the net margins we are able to generate.
Reduced spreads without corresponding increases in lending volumes could adversely affect our profitability
The spread for Argentina’s financial system between the interest rates on loans and deposits decreased from a high of 39.9% in March 2003 to 15.2% in December 2005 as a result of increased competition in the banking sector and the government’s tightening of monetary policy in response to
 
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inflation concerns. In comparison, our interest rate spread (average lending rates not including those related to liquidity management operations) decreased from 42% to 16.6% during the same period. We and other financial institutions have largely responded by lowering operating costs. However, if spreads continue to decrease without a corresponding increase in lending or additional cost-cutting, our profitability may be adversely affected.
Differences in the accounting standards between Argentina and certain countries with highly developed capital markets, such as the United States, may make it difficult to compare our financial statements and reported earnings with companies in other countries and the United States
Publicly available corporate information about us in Argentina is different from, and may be more difficult to obtain than, the information available for registered public companies in certain countries with highly developed capital markets, such as the United States. Except as otherwise described herein, we prepare our financial statements in accordance with Central Bank Rules, which differ in certain significant respects from U.S. GAAP and, to a certain extent, from Argentine GAAP. As a result, our financial statements and reported earnings are not directly comparable to those of banks in the United States in this and other respects.
The protections afforded to minority shareholders in Argentina are not as comprehensive as those in the United States
Under Argentine law, the protections afforded to minority shareholders and the fiduciary duties of officers and directors are, in some respects, less than, or different from, those in the United States and certain other jurisdictions. In particular, the Argentine legal regime concerning fiduciary duties of directors is not as comprehensive as in the United States, where the criteria to ascertain the independence of corporate directors are different from the criteria applicable under corresponding Argentine laws and regulations. Furthermore, in Argentina, there are no procedures for class action suits or shareholder derivative actions, and different procedural requirements exist for bringing shareholder lawsuits. As a result, in practice it may be more difficult for our minority shareholders to enforce their rights against us and our directors, officers or controlling shareholders than it would be for shareholders of a U.S. company.
RISKS RELATING TO OUR CLASS B SHARES AND THE ADSs
Holders of our Class B shares and the ADSs may not receive any dividends
In 2003, the Central Bank prohibited financial institutions from distributing dividends. In 2004, the Central Bank amended the restriction to require the Central Bank’s prior authorization for the distribution of dividends. On July 20, 2004, we were authorized by the Central Bank to distribute dividends corresponding to fiscal year 2003 and on April 18, 2005 to distribute dividends corresponding to fiscal year 2004, and in each case the dividends were distributed. Notwithstanding the foregoing, no assurance can be given that the Central Bank will continue to grant us the authorization to distribute dividends approved by our shareholders at the annual ordinary shareholders’ meeting.
Holders of our Class B shares and the ADSs located in the United States may not be able to exercise preemptive rights
Under Argentine corporations law, if we issue new shares as part of a capital increase, our shareholders may have the right to subscribe to a proportional number of shares to maintain their existing ownership percentage. Rights to subscribe for shares in these circumstances are known as preemptive rights. In addition, shareholders are entitled to the right to subscribe for the unsubscribed shares remaining at the end of a preemptive rights offering on a pro rata basis, known as accretion rights. Upon the occurrence of any future increase in our capital stock, United States holders of
 
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Class B shares or ADSs will not be able to exercise the preemptive and related accretion rights for such Class B shares or ADSs unless a registration statement under the Securities Act is effective with respect to such Class B shares or ADSs or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to those Class B shares or ADSs. We cannot assure you that we will file such a registration statement or that an exemption from registration will be available. Unless those Class B shares or ADSs are registered or an exemption from registration applies, a U.S. holder of our Class B shares or ADSs may receive only the net proceeds from those preemptive rights and accretion rights if those rights can be sold by the depositary; if they cannot be sold, they will be allowed to lapse. Furthermore, the equity interest of holders of Class B shares or ADSs located in the United States may be diluted proportionately upon future capital increases.
Non-Argentine companies that own our Class B shares directly and not as ADSs may not be able to exercise their rights as shareholders unless they are registered in Argentina
Under Argentine law, foreign companies that own shares in an Argentine corporation are required to register with the Inspección General de Justicia, or Superintendency of Legal Entities, or IGJ, in order to exercise certain shareholder rights, including voting rights. If you own Class B shares directly (rather than in the form of ADSs) and you are a non-Argentine company and you fail to register with IGJ, your ability to exercise your rights as a holder of our Class B shares may be limited.
You may not be able to sell your ADSs at the time or the price you desire because an active or liquid market may not develop
Prior to this offering, there has not been a public market for the ADSs or, in the case of our Class B shares, a market outside of Argentina. We have applied to list the ADSs on the NYSE. We cannot assure you as to the liquidity of any markets that may develop for our Class B shares or for the ADSs or the price at which the Class B shares or the ADSs may be sold.
The relative volatility and illiquidity of the Argentine securities markets may substantially limit your ability to sell Class B shares underlying the ADSs at the price and time you desire
Investing in securities that trade in emerging markets, such as Argentina, often involves greater risk than investing in securities of issuers in the United States, and such investments are generally considered to be more speculative in nature. The Argentine securities market is substantially smaller, less liquid, more concentrated and can be more volatile than major securities markets in the United States, and is not as highly regulated or supervised as some of these other markets. There is also significantly greater concentration in the Argentine securities market than in major securities markets in the United States. The ten largest companies in terms of market capitalization (which includes us) represented approximately 81.7% of the aggregate market capitalization of the Buenos Aires Stock Exchange as of December 31, 2005. Accordingly, although you are entitled to withdraw the Class B shares underlying the ADSs from the depositary at any time, your ability to sell such shares at a price and time at which you wish to do so may be substantially limited. Furthermore, new capital controls imposed by the Central Bank could have the effect of further impairing the liquidity of the Buenos Aires Stock Exchange by making it unattractive for non-Argentines to buy shares in the secondary market in Argentina.
 
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Substantial sales of our Class B shares or the ADSs after this offering could cause the price of the Class B shares or of the ADSs to decrease
After the global offering the selling shareholders will continue to hold a large number of shares. We, our directors, including the selling shareholders, and certain members of senior management, have agreed with the international underwriters, subject to certain exceptions, not to offer, sell, contract to sell or otherwise dispose of or hedge our shares of capital stock or ADSs or securities convertible into or exercisable or exchangeable for shares of capital stock or ADSs during the 180-day period following the date of this prospectus. After these lock-up agreements expire, their securities will be eligible for sale in the public market. The market price of our Class B shares or the ADSs could drop significantly if they sell our Class B shares or the ADSs or the market perceives that they intend to sell them.
Our shareholders may be subject to liability for certain votes of their securities
Our shareholders are not liable for our obligations. Instead, shareholders are generally liable only for the payment of the shares they subscribe. However, shareholders who have a conflict of interest with us and who do not abstain from voting may be held liable for damages to us, but only if the transaction would not have been approved without such shareholders’ votes. Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to Argentine corporate law or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders.
Our Class B shares or the ADSs might be characterized as stock in a “passive foreign investment company” for U.S. federal income tax purposes
The application of the “passive foreign investment company” rules to equity interests in banks such as us is unclear under current U.S. federal income tax law. It is therefore possible that our Class B shares or the ADSs could be characterized as stock in a “passive foreign investment company” for U.S. federal income tax purposes, which could have adverse tax consequences upon U.S. holders in some circumstances. In particular, U.S. holders of our Class B shares or the ADSs would generally be subject to special rules and adverse tax consequences with respect to certain distributions made by us and on any gain realized on the sale or other disposition of our Class B shares or the ADSs. Such U.S. holders might be subject to a greater U.S. tax liability than might otherwise apply and incur tax on amounts in advance of when U.S. federal income tax would otherwise be imposed. A U.S. holder of our Class B shares or the ADSs might be able to avoid these rules and consequences by making an election to mark such shares to market (although it is not clear if this election is available for the Class B shares). U.S. holders should consult their tax advisors regarding the “passive foreign investment company” rules. See “Taxation — Material United States Federal Income Tax Considerations.”
 
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Use of proceeds
We estimate that our net proceeds from the sale of Class B shares in the global offering, assuming full exercise of the preferential subscription and no exercise of the standby purchase and including the ADSs offered by this prospectus, will be approximately US$138.5 million, after deducting estimated underwriting discounts and commissions and offering expenses payable by us. We intend to use the net proceeds from the global offering for general corporate purposes. Specifically, we want to be in a position to fund the expansion of credit demand in Argentina that we believe has begun to develop, and to take advantage of potential acquisitions. We will not receive any proceeds from the sale of Class B shares by the selling shareholders, nor will we receive any proceeds pursuant to the exercise of the over-allotment option by the underwriters, since the option has been granted by the selling shareholders and not by us.
For every US$1.00 increase or decrease in the price per ADS in the global offering, the amount of proceeds will increase or decrease by approximately US$7.3 million.
 
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Exchange rates and exchange controls
Exchange rates
On January 7, 2002, the Argentine congress enacted the Public Emergency Law, abandoning over ten years of fixed peso-U.S. dollar parity at Ps.1.00 per US$1.00. After devaluing the peso and setting the official exchange rate at Ps.1.40 per US$1.00, on February 11, 2002, the government allowed the peso to float. The shortage of U.S. dollars and their heightened demand caused the peso to further devalue significantly in the first half of 2002. Since June 30, 2002, the peso has appreciated versus the U.S. dollar from an exchange rate of Ps.3.80 per US$1.00 to an exchange rate of Ps.3.0715 per US$1.00 at March 16, 2006.
The following table sets forth the annual high, low, average and period-end exchange rates for the periods indicated, expressed in pesos per U.S. dollar and not adjusted for inflation. There can be no assurance that the peso will not depreciate again in the future, particularly while the restructuring of a substantial portion of Argentina’s foreign debt remains unresolved. The Federal Reserve Bank of New York does not report a noon buying rate for pesos.
                                 
    Exchange Rates(1)
     
    High   Low   Average(2)   Period-end
 
2000
    1.0000       1.0000       1.0000       1.0000  
2001
    1.0000       1.0000       1.0000       1.0000  
2002
    3.8675       1.0000       2.9785       3.3630  
2003
    3.3625       2.7485       2.9493       2.9330  
2004
    3.0718       2.8037       2.9424       2.9738  
2005
    3.0523       2.8592       2.9230       3.0315  
September 2005
    2.9195       2.9043       2.9117       2.9125  
October 2005
    3.0125       2.9082       2.9660       3.0097  
November 2005
    2.9952       2.9405       2.9672       2.9735  
December 2005
    3.0523       2.9700       3.0145       3.0315  
January 2006
    3.0337       3.0305       3.0459       3.0637  
February 2006
    3.0757       3.0625       3.0689       3.0728  
 
(1) Until June 2002, asked closing quotations as quoted by Banco de la Nación Argentina. Since July 2002, the reference exchange rate as published by the Central Bank.
 
(2) Based on daily averages.
Exchange controls
In 2001 and 2002 and until February 7, 2003, the Central Bank, among other restrictive measures, restricted the transfer of U.S. dollars abroad without its prior approval. In 2003 and 2004, the government substantially eased these restrictions.
However, on June 26, 2003, the government set restrictions on capital flows into Argentina, which mainly consisted of a prohibition against the transfer abroad of any funds until 180 days after their entry into the country. Furthermore, on June 10, 2005 the government established further restrictions on capital flows into Argentina, including increasing the period that certain incoming funds, including capital contributions, must remain in Argentina to 365 calendar days and requiring that 30% of incoming funds be deposited with a bank in Argentina in a non-interest bearing account for 365 calendar days. These restrictions do not apply to the proceeds received by us from the global offering.
 
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Market information
MARKET PRICE OF OUR SHARES
Prior to the international offering, there has been no public market for our Class B shares or the ADSs outside of Argentina. We have applied to list the ADSs for trading on the NYSE under the symbol “BMA.”
Our Class B shares are currently traded on the Buenos Aires Stock Exchange under the symbol “BSUD”. The table below shows the high and low closing prices in pesos, the U.S. dollars equivalent per ADS and the average daily trading volume for our Class B shares on the Buenos Aires Stock Exchange for the periods indicated:
                                         
    Ps. per   US$ equivalent    
    Class B Share   per ADS (1)   Average daily trading
            of Class B shares in
Banco Macro Bansud   High   Low   High   Low   thousands of pesos
 
2006:
                                       
January
    5.86       5.32       19.13       17.36       1,951.1  
February
    5.94       5.64       19.33       18.35       1,910.8  
 
2005:
                                       
September
    5.31       4.60       18.23       15.80       5,513.1  
October
    5.22       4.65       17.34       15.45       3,751.8  
November
    5.30       4.71       17.82       15.84       2,796.6  
December
    5.45       4.66       17.98       15.37       2,858.8  
 
2005:
                                       
1st quarter
    4.35       3.47       14.88       11.87       6,149.0  
2nd quarter
    4.28       3.58       14.81       12.38       3,195.4  
3rd quarter
    5.31       3.60       18.23       12.36       4,119.2  
4th quarter
    5.45       4.65       17.98       15.34       3,124.8  
 
2004:
                                       
1st quarter
    3.69       2.51       12.92       8.79       4,651.3  
2nd quarter
    3.48       2.19       11.76       7.40       2,979.3  
3rd quarter
    3.33       2.68       11.17       8.99       3,293.6  
4th quarter
    3.76       3.12       12.64       10.49       4,995.9  
 
Source: Buenos Aires Stock Exchange Bulletin.
(1) Based on a ratio of ten Class B shares for each ADS and the exchange reference rate quoted by the Central Bank of pesos to U.S. dollars at the close of the last day of each period presented.
Banco Macro and Banco Bansud merged in December 2003 and began trading on December 24, 2003 under the symbol “BSUD.” In January 2002, we acquired a controlling interest in the former Banco Bansud, but the shares of the two banks traded separately until their merger.
 
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The table below sets forth the high and low closing prices in pesos and the average daily trading volumes for the common shares of Banco Macro on the Buenos Aires Stock Exchange for the periods indicated:
Banco Macro
                         
    Ps. per Share   Average daily trading
        of common shares in
    High   Low   thousands of pesos
 
2003:
                       
1st quarter
    17.20       16.00       19,450.4  
2nd quarter
    28.70       20.00       41,781.9  
3rd quarter
    30.50       26.00       42,765.5  
4th quarter
    41.30       30.00       88,190.6  
 
2002:
                       
1st quarter
      —         —         —  
2nd quarter
    4.10       3.40       9,963.8  
3rd quarter
      —         —         —  
4th quarter
    17.60       10.00       9,955.4  
 
2001:
                       
1st quarter
    4.25       4.50       12,089.8  
2nd quarter
    4.00       4.00       6,391.2  
3rd quarter
    4.00       3.40       19,671.0  
4th quarter
    3.40       3.40       6,052.0  
 
Source: Buenos Aires Stock Exchange Bulletin.
 
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The table below sets forth the high and low closing prices in pesos and the average daily trading volumes for the Class B shares of Banco Bansud on the Buenos Aires Stock Exchange for the periods indicated:
Banco Bansud
                         
    Ps. per    
    Class B Share   Average daily trading of
        Class B common shares
    High   Low   in thousands of pesos
 
2003:
                       
1st quarter
    1.65       1.04       2,291.7  
2nd quarter
    2.20       1.45       3,447.1  
3rd quarter
    2.16       1.80       2,353.0  
4th quarter
    2.99       2.05       2,785.9  
 
2002:
                       
1st quarter
    0.70       0.33       58.5  
2nd quarter
    0.55       0.30       34.5  
3rd quarter
    1.06       0.46       185.4  
4th quarter
    1.74       0.90       509.5  
 
2001:
                       
1st quarter
    1.74       0.90       145.1  
2nd quarter
    1.31       0.80       105.4  
3rd quarter
    1.07       0.30       32.2  
4th quarter
    0.54       0.30       31.8  
 
Source: Buenos Aires Stock Exchange Bulletin.
On March 16, 2006, the closing price for our Class B shares on the Buenos Aires Stock Exchange was Ps.6.09 per share, or US$19.83 per ADS, based on a ratio of ten Class B shares to one ADS, and translating pesos to U.S. dollars at the exchange rate of Ps.3.0715 for US$1.00, the reference exchange rate reported by the Central Bank for that date.
THE ARGENTINE SECURITIES MARKET
There are 11 stock exchanges in Argentina: Buenos Aires, Bahía Blanca, Corrientes, Córdoba, La Plata, La Rioja, Mendoza, Rosario, Santa Fe, Mar del Plata and Tucumán. Six stock exchanges in Argentina have affiliated stock markets and, accordingly, are authorized to quote publicly offered securities: Buenos Aires, Rosario, Córdoba, Mendoza, Santa Fe, and La Rioja. Securities listed on these exchanges include both corporate equity and bonds and government securities.
The principal and oldest exchange for the Argentine securities market is the Buenos Aires Stock Exchange. Currently, the Buenos Aires Stock Exchange is the fourth largest exchange in Latin America in terms of market capitalization. The Buenos Aires Stock Exchange started operating in 1854 and handles approximately 95% of all equity trading in Argentina. Bonds listed on the Buenos Aires Stock Exchange may also be listed on the Mercado Abierto Electrónico, the Argentine over-the-counter market, or MAE. As a result of an agreement between the Buenos Aires Stock Exchange and the MAE, equity securities are traded exclusively on the Buenos Aires Stock Exchange and debt securities (both public and private) are traded on both the MAE and the Buenos Aires Stock Exchange.
In addition, through an agreement with the Buenos Aires Stock Exchange, all of the securities listed on the Buenos Aires Stock Exchange are authorized to be listed and subsequently traded on the exchanges located in Córdoba, Rosario, Mendoza, La Plata and Santa Fe. As a result, many transactions that
 
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originate on these exchanges relate to companies listed on the Buenos Aires Stock Exchange and these trades are subsequently settled in Buenos Aires.
Although companies may list all of their capital stock on the Buenos Aires Stock Exchange, in most cases the controlling shareholders retain the majority of a company’s capital stock. This results in only a relatively small percentage of most companies’ stock being available for active trading by the public on the Buenos Aires Stock Exchange. Even though individuals have historically constituted the largest group of investors in Argentina’s equity markets, in recent years, banks and insurance companies have shown an interest in these markets. Although Argentine pension funds represent an increasing percentage of the Buenos Aires Stock Exchange, trading activity, fondos comunes de inversion, or Argentine mutual funds, by contrast, continue to have very low participation in the market. Although 91 companies had equity securities listed on the Buenos Aires Stock Exchange as of December 31, 2005, the ten most traded companies on the Buenos Aires Stock Exchange accounted for approximately 81.6% of the total trading value during 2005.
The Buenos Aires Stock Market, or Mercado de Valores de Buenos Aires, or MERVAL, is affiliated with the Buenos Aires Stock Exchange, and is the largest stock market in Argentina. The MERVAL is a corporation whose 133 shareholder members are the only individuals and entities authorized to trade, either as principal or as agent, in the securities listed on the Buenos Aires Stock Exchange. Trading on the Buenos Aires Stock Exchange is conducted by continuous open outcry, or the traditional auction system, from 11:00 a.m. to 5:00 p.m. each trading business day of the year. Trading on the Buenos Aires Stock Exchange is also conducted through a Sistema Integrado de Negociación Asistida por Computación or SINAC. SINAC is a computer trading system that permits trading in debt securities and equity securities. SINAC is accessed by brokers directly from workstations located at their offices. Currently, all transactions relating to listed negotiable obligations and listed government securities can be effected through SINAC. In addition, a substantial over-the-counter market exists for private trading in listed debt securities. These trades are reported on the MAE.
In order to control price volatility, the MERVAL operates a system pursuant to which the negotiation of a particular stock or debt security is suspended for a 15-minute period when the price of the security registers a variation on its price between 10% and 15% and between 15% and 20%. Any additional 5% variation on the price of the security after that results in additional 10-minute successive suspension periods. MAE operates a similar system that suspends the negotiation of debt securities of a particular issuer for 30 minutes when the price of the debt security registers a 10% price variation against the closing price on the previous day. If after the 30-minute suspension the price of the debt security increases or decreases an additional 5% against the closing price on the previous day (totaling a 15% variation against the closing price on the previous day), the trading of the debt security is suspended for the rest of the day. Trading on the issuer’s debt securities is resumed on the following day.
REGULATION OF THE ARGENTINE SECURITIES MARKET
The CNV is a governmental entity that oversees the regulation of the Argentine securities markets and is responsible for authorizing public offerings of securities and supervising brokers, public companies, mutual funds and clearinghouses. Public offerings and the trading of futures and options are also under the jurisdiction of the CNV. Argentine pension funds and insurance companies are regulated by separate government agencies, while financial institutions are regulated mainly by the Central Bank. The Argentine securities markets are governed generally by Law No. 17,811, as amended, which created the CNV and regulates securities exchanges, stockbrokers, market operations and public offerings of securities.
 
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Most debt and equity securities traded on the exchanges and the over-the-counter market must, unless otherwise instructed by the shareholders, be deposited by shareholders with Caja de Valores S.A., which is a corporation owned by the Buenos Aires Stock Exchange, the MERVAL and certain provincial exchanges. Caja de Valores is the central securities depositary of Argentina, which provides central depository facilities for securities, acts as a clearinghouse for securities trading and acts as a transfer and paying agent. Caja de Valores also handles settlement of securities transactions carried out by the Buenos Aires Stock Exchange and operates the computerized exchange information system.
Although in the first half of the 1990s changes to the legal framework were introduced permitting the issuance and trading of new financial products in the Argentine capital markets, including commercial paper, new types of corporate bonds and futures and options, there is a relatively low level of regulation of the market for Argentine securities and investors’ activities in that market, and enforcement of existing regulatory provisions has been extremely limited. Furthermore, there may be less publicly available information about Argentine companies than is regularly published by or about companies in the Untied States and certain other countries. However, the CNV has taken steps to strengthen disclosure and regulatory standards for the Argentine securities market, including the issuance of regulations prohibiting insider trading and requiring insiders to report on their ownership of securities, with associated penalties for noncompliance.
In order to improve Argentine securities market regulation, the Argentine government issued Decree No. 677/01, which provided certain guidelines and provisions relating to capital markets transparency and best practices. Decree No. 677/01 took effect on June 1, 2001. The decree applies to individuals and entities that participate in the public offering of securities, as well as to stock exchanges. Among its key provisions, the decree broadens the definition of “security”; governs the treatment of negotiable securities; obligates publicly listed companies to form audit committees comprised of three or more members of the board of directors, the majority of whom must be independent under CNV regulations; authorizes market stabilization transactions under certain circumstances; governs insider trading, market manipulation and securities fraud; and regulates going private transactions and acquisitions of voting shares, including controlling stakes in public companies.
In order to offer securities to the public in Argentina, an issuer must meet certain requirements established by the CNV regarding assets, operating history, management and other matters, and only securities for which an application for a public offering has been approved by the CNV may be listed on corresponding stock exchange. This approval does not imply any kind of certification of assurance related to the merits of the quality of the securities or the solvency of the issuer. Issuers of listed securities are required to file unaudited quarterly financial statements and audited annual financial statements, as well as various other periodic reports, with the CNV and the corresponding stock exchange.
 
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Capitalization
The following table sets forth our capitalization in accordance with Central Bank Rules as of December 31, 2005 in pesos and dollars on an actual basis and as adjusted to reflect the receipt by us of approximately US$138.5 million in net proceeds assuming full exercise of the preferential subscription, from the issuance and sale of 75,000,000 Class B shares in the global offering by us. You should read this table in conjunction with “Selected financial and operating data,” “Management’s discussion and analysis of financial condition and results of operations,” “Selected statistical information” and our consolidated financial statements and the related notes included elsewhere in this prospectus.
                                   
    As of December 31, 2005
     
    Actual   As Adjusted   Actual   As Adjusted
 
    (in thousands of pesos)   (in thousands of
        U.S. dollars)
Deposits from customers:
                               
Demand deposits
    Ps.1,332,969       1,332,969     US$ 439,706       439,706  
Time deposits
    3,303,498       3,303,498       1,089,724       1,089,724  
Savings deposits
    1,100,964       1,100,964       363,175       363,175  
Deposits from banks
    5,208       5,208       1,718       1,718  
Deposits from the government sector
    822,687       822,687       271,380       271,380  
 
Total deposits
    6,565,326       6,565,326       2,165,703       2,165,703  
Federal funds purchased and securities sold under repurchase agreements
    538,396       538,396       177,601       177,601  
Central Bank
    217,481       217,481       71,740       71,740  
Short-term borrowings
    171,323       171,323       56,514       56,514  
Long-term debt
    41,526       41,526       13,698       13,698  
Other liabilities
    285,112       285,112       94,050       94,050  
Minority interest in consolidated subsidiaries
    80       80       26       26  
Shareholders’ equity
    1,489,574       1,914,445       491,365       629,824  
Total capitalization
    9,308,818       9,733,689       3,070,697       3,209,156  
For every US$1.00 increase or decrease in the price per ADS in the global offering, shareholders’ equity will increase or decrease by approximately U.S.$7.3 million.
 
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Dividends and dividend policy
DIVIDEND POLICY AND PAYMENT OF DIVIDENDS
Although we do not have, and have no current plans to adopt, a formal dividend policy governing the amount and payment of dividends, we currently intend to pay dividends subject to approval by a majority vote of our shareholders. All shares of our capital stock rank pari passu with respect to the payment of dividends.
The following table sets forth the cash dividends paid to our shareholders in 2004 and 2005. All banks were prohibited by the Central Bank from paying dividends in respect of the results of 2001 and 2002.
                         
Based on financial statements   Payment        
for year ended December 31,   Dates   Dividends per Share   Aggregate Dividend Payment
 
    (in pesos)   (in millions of pesos)
2003
    July 2004       .10       60.9  
2004
    April 2005       .05       30.4  
Our Board of Directors has recommended a distribution of dividends in the amount of Ps.68,394,344 for 2005. This amount represents, based on par value, 11.2% of our total capital stock and 10% of total capital stock following the capital increase of 75 million shares of our Class B shares. This declaration of dividends is subject to approval at the ordinary shareholders meeting, which will be held prior to May 15, 2006, and to the approval of the Central Bank before the shareholders meeting.
Holders of the ADSs will be entitled to receive any dividends payable in respect of the underlying Class B shares. We intend to pay cash dividends to the depositary in pesos, although we reserve the right to pay cash dividends in any other currency, including U.S. dollars. The deposit agreement provides that the depositary will convert cash dividends received by the depositary in pesos to U.S. dollars and, after a deduction or upon payment of fees and expenses of the depositary, will make payment to holders of the ADSs in U.S. dollars.
CENTRAL BANK AND CONTRACTUAL LIMITATIONS ON DISTRIBUTION OF DIVIDENDS
Central Bank Communication A4152 requires the prior authorization of the Central Bank for the distribution of dividends by banks. In order to calculate the amount available for distribution, the Central Bank requires banks to subtract from retained earnings the difference between the technical value of holdings of BODEN 2007, BODEN 2012 and BODEN 2013 in the financial statements and their market value. In addition, the Central Bank requires banks to subtract from unappropriated retained earnings amounts related to minimum presumed income tax that are carried as an asset.
By means of an authorization dated July 20, 2004, the Central Bank approved the distribution of dividends corresponding to our fiscal year ended December 31, 2003. Through another authorization dated April 18, 2005, the Central Bank approved the distribution of dividends corresponding to our fiscal year ended December 31, 2004.
As a result of an agreement executed between us and the Fondo Fiduciario de Asistencia a Entidades Financieras y Seguros with respect to a subordinated bond with Ps.16 million outstanding, we are not allowed to distribute dividends in cash in an amount higher than 50% of our net income. Additionally, if we distribute more than 25% of our net income, we are required to prepay our subordinated bond in an amount equal to 50% of the total amount to be distributed as cash dividends.
 
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AMOUNTS AVAILABLE FOR DISTRIBUTION AND DISTRIBUTION APPROVAL PROCESS
Under Argentine corporate law, declaration and payment of annual dividends, to the extent funds are legally available, is determined by our shareholders at the annual ordinary shareholders’ meeting. Generally, but not necessarily, the board of directors makes a recommendation with respect to the payment of dividends.
Dividends may be lawfully declared and paid only out of our retained earnings stated in our yearly financial statements according to Central Bank Rules and approved by a shareholders’ meeting as described below.
The board of directors submits our financial statements for the preceding fiscal year, together with reports thereon by the supervisory committee, at the annual ordinary shareholders’ meeting for approval. Within four months of the end of each fiscal year, an ordinary shareholders’ meeting must be held to approve the financial statements and determine the allocation of our net income for such year.
Under applicable CNV regulations, cash dividends must be paid to shareholders within 30 days of the shareholders’ meeting approving such dividends. In the case of stock dividends, shares are required to be delivered within three months of our receipt of notice of the authorization of the CNV for the public offering of the shares arising from such dividends.
LEGAL RESERVE REQUIREMENT
According to Law No. 21,526, Ley de Entidades Financieras, Argentine Financial Institutions Law, and Central Bank regulations, we are required to maintain a legal reserve of 20% of our yearly income plus or minus the results of prior years. The legal reserve is not available for distribution to shareholders. Under Argentine corporate law and our bylaws, our yearly net income (as adjusted to reflect changes in prior results) is allocated in the following order: (i) to comply with the legal reserve requirement, (ii) to pay the accrued fees of the members of the board of directors and statutory supervisory committee; (iii) to pay fixed dividends, which shall be applied first to pending and unpaid dividends and holders of preferred stock (if applicable); (iv) for voluntary or contingent reserves, as may be resolved from time to time by our shareholders at the annual ordinary shareholders’ meeting; and (v) the remainder of the net income for the year may be distributed as dividends on common stock or as otherwise decided by our shareholders at the annual ordinary shareholders’ meeting.
 
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Selected financial and operating data
The following tables present selected historical financial data for us and Nuevo Banco Suquía for each of the periods indicated. You should read this information in conjunction with our consolidated financial statements and related notes, the financial statements of Nuevo Banco Suquía and related notes and the information under “Management’s discussion and analysis of financial condition and results of operations” included elsewhere in this prospectus.
We have derived our selected consolidated financial data for the years ended December 31, 2002, 2003 and 2004 from our audited consolidated financial statements included in this prospectus. We have derived our selected consolidated financial data for the year ended December 31, 2005 from our audited consolidated financial statements prepared in accordance with Central Bank Rules included in this prospectus. We have derived our selected financial data for the years ended December 31, 2000 and 2001 from our audited consolidated financial statements not included in this prospectus. We have derived the selected financial data of Nuevo Banco Suquía for the years ended December 31, 2003 and 2004 from its audited financial statements included in this prospectus. We have derived our unaudited selected financial data for the six months ended June 30, 2004 and 2005 from our condensed interim consolidated financial statements included in this prospectus. The condensed interim financial statements include, in our opinion, all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of our financial position and results of operations for these periods.
Due to the acquisitions we have made, our results of operations are not necessarily comparable between the periods presented; in particular, we acquired Banco Bansud in January 2002 and Nuevo Banco Suquía on December 22, 2004. The results of operations of Nuevo Banco Suquía are consolidated with Banco Macro Bansud from December 22, 2004.
During the economic crisis, Argentina experienced very high rates of inflation in 2002. As a result, Central Bank Rules reinstated inflation accounting at the beginning of 2002 until February 28, 2003. Therefore, all the financial statement data in this prospectus for periods prior to February 28, 2003 have been restated in constant pesos as of February 28, 2003.
Solely for the convenience of the reader, peso amounts as of and for the years ended December 31, 2004 and 2005 have been translated into U.S. dollars. The rate used to translate such amounts was Ps.3.0315 to US$1.00, which was the reference exchange rate for U.S. dollars for December 30, 2005, as reported by the Central Bank.
 
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Selected financial and operating data
 
BANCO MACRO BANSUD
                                                                                 
        Six-Months Ended   Year Ended
    Year Ended December 31,   June 30,   December 31,
             
    2000(1)   2001(1)   2002(1)   2003(1)   2004(2)   2004(3)   2004   2005(2)   2005(2)   2005(3)
         
    (in thousands of pesos or U.S. dollars, as indicated, except for shares,    
    earnings per share and dividends per share)    
Consolidated Income Statement
                                                                               
Central Bank Rules:
                                                                               
Financial income
    Ps.219,494       Ps.218,897       Ps.1,623,349       Ps.419,900       Ps.427,900       US$141,151       Ps.235,850       Ps.338,221       Ps.749,850       US$247,353  
Financial expense
    (87,596 )     (94,904 )     (515,184 )     (241,152 )     (133,204 )     (43,940 )     (71,769 )     (155,977 )     (303,176 )     (100,009 )
                                                             
Gross intermediation margin
    131,898       123,993       1,108,165       178,748       294,696       97,211       164,081       182,244       446,674       147,344  
Provision for loan losses
    (25,907 )     (21,968 )     (117,767 )     (35,009 )     (36,467 )     (12,029 )     (13,236 )     (34,479 )     (70,309 )     (23,193 )
Service charge income
    120,208       118,512       137,756       125,722       154,425       50,940       72,033       140,536       303,141       99,997  
Service charge expense
    (16,812 )     (18,834 )     (30,649 )     (20,005 )     (24,963 )     (8,235 )     (11,199 )     (27,874 )     (59,510 )     (19,631 )
Administrative expense
    (179,383 )     (183,277 )     (260,175 )     (221,796 )     (254,980 )     (84,110 )     (123,715 )     (205,062 )     (443,026 )     (146,141 )
Other income
    26,078       13,174       166,542       240,622       109,589       36,150       48,587       113,478       218,501       72,077  
Other expense
    (11,660 )     (13,271 )     (136,921 )     (63,257 )     (48,651 )     (16,048 )     (27,144 )     (46,319 )     (98,683 )     (32,553 )
Income Tax
    (209 )     (770 )     (3,601 )     (833 )     (672 )     (222 )     (367 )     (630 )     (34,042 )     (11,229 )
Monetary Loss
                (291,238 )     (4,343 )                                    
Minority Interest
                2                               (8 )     (27 )     (9 )
                                                             
Net income
    44,213       17,559       572,114       199,849       192,977       63,657       109,040       121,886       262,719       86,663  
                                                             
Net income per share
    2.12       0.49       1.78       0.33       0.32       0.10       0.18       0.20       0.43       0.14  
Dividends per share
    0.31       0.31                   0.10       0.03                       0.05       0.02  
Number of shares outstanding (in thousands)
    35,500 (4)     35,500 (4)     680,943       608,943       608,943       608,943       608,943       608,943       608,943       608,943  
 
U.S. GAAP:(4)
                                                                               
Net income
                            313,371       94,229       31,083       65,695       99,553                  
Net income per share
                            0.59       0.15       0.05       0.11       0.16                  
Weighted average number of shares outstanding (in thousands)
                            526,750       608,943       608,943       608,943       608,943                  
 
(1) In constant pesos as of February 28, 2003.
 
(2) Nuevo Banco Suquía consolidated with Banco Macro Bansud from December 22, 2004.
 
(3)  Translated at the rate of Ps.3.0315 per US$1.00 the reference exchange rate reported by the Central Bank for December 30, 2005.
 
(4)  See note 35 to our audited consolidated financial statements for the year ended December 31, 2004 and note 25 to our condensed interim consolidated financial statements as of June 30, 2005 for a summary of significant differences between Central Bank Rules and U.S. GAAP.
 
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Selected financial and operating data
 
BANCO MACRO BANSUD
                                                                                   
    As of December 31,   As of June 30,   As of December 31,
             
    2000(1)   2001(1)   2002(1)   2003(1)   2004(2)   2004(3)   2004   2005(2)   2005(2)   2005(3)
 
    (in thousands of pesos or U.S. dollars, as indicated)
Consolidated Balance sheet
                                                                               
Central Bank Rules:
                                                                               
Assets
                                                                               
Cash and due from banks
    Ps.122,426       Ps.113,635       Ps.325,953       Ps.674,300       Ps.1,372,258       US$452,666       Ps.714,443       Ps.1,143,588       Ps.1,189,129       US$392,258  
Government and private securities
    487,212       285,664       868,033       2,155,766       2,106,737       694,949       1,696,060       2,810,030       2,991,764       986,892  
Loans:
                                                                               
 
to the non-financial government sector
    90,133       104,485       462,440       365,549       809,577       267,055       367,262       701,957       645,342       212,879  
 
to the financial sector
    121,942       23,093       1,593       17,835       81,812       26,987       106,383       158,644       80,511       26,558  
 
to the non-financial private sector and residents abroad
    656,289       472,135       514,695       723,619       2,208,996       728,681       1,365,904       2,451,218       2,948,799       972,719  
Allowances for loan losses
    (55,689 )     (40,311 )     (116,125 )     (56,279 )     (225,340 )     (74,333 )     (78,363 )     (173,676 )     (247,532 )     (81,653 )
Other assets
    749,769       416,490       1,761,485       1,144,237       2,443,715       806,108       1,386,183       2,337,465       1,879,809       620,092  
Total assets
    2,172,082       1,375,191       3,818,074       5,025,027       8,797,755       2,902,113       5,557,872       9,429,226       9,487,822       3,129,745  
Average assets
    1,948,780       1,663,367       3,804,445       4,356,792       5,705,542       1,882,085       5,473,772       9,413,937       9,357,401       3,086,723  
 
Liabilities and shareholders’ equity
Deposits:
                                                                               
 
from the non-financial government sector
    247,568       224,872       218,264       382,195       809,764       267,117       743,059       956,319       822,687       271,380  
 
from the financial sector
    4,388       2,673       7,552       11,909       4,445       1,466       6,353       5,815       5,208       1,718  
 
from the non-financial private sector
    1,048,051       708,480       1,534,926       2,633,140       4,504,788       1,485,993       2,646,758       5,217,987       5,737,431       1,892,605  
Other liabilities from financial intermediation and other liabilities
    561,180       124,840       663,341       559,450       1,974,784       651,421       681,452       1,672,154       1,241,791       409,629  
Subordinated corporate bond
    60,162       56,955       71,101       24,200       16,416       5,415       24,043       17,589       12,047       3,974  
Items pending allocation
    4,392       4,025       5,939       3,783       4,554       1,502       1,005       10,661       854       282  
Provisions
    525       971       391,578       285,128       225,699       74,451       208,063       199,900       178,150       58,766  
Minority interest in subsidiaries
    4       0       3       3       3       1       3       60       80       26  
Total liabilities
    1,926,270       1,122,816       2,892,704       3,899,808       7,540,453       2,487,367       4,310,736       8,080,485       7,998,248       2,638,380  
Shareholders’ equity
    245,812       252,375       925,370       1,125,219       1,257,302       414,746       1,247,136       1,348,741       1,489,574       491,365  
Average shareholders’ equity
    228,041       252,634       730,955       949,023       1,179,611       389,118       1,225,156       1,278,668       1,333,163       439,770  
 
U.S. GAAP:(4)
                                                                               
Shareholders’ equity
                            735,386       857,666       282,918       802,382       947,194                  
 
(1) In constant pesos as of February 28, 2003.
 
(2) Nuevo Banco Suquía consolidated with Banco Macro Bansud from December 22, 2004.
 
(3)  Translated at the rate of Ps.3.0315 per US$1.00, the reference exchange rate reported by the Central Bank for December 30, 2005.
 
(4) See note 35 to our audited consolidated financial statements and note 25 to our condensed interim consolidated financial statements as of June 30, 2005 for a summary of significant differences between Central Bank Rules and U.S. GAAP.
 
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Selected financial and operating data
 
BANCO MACRO BANSUD
                                                 
    As of and for the year ended December 31,
     
    2000(1)   2001(1)   2002(1)   2003(1)   2004(2)   2005
 
Selected consolidated ratios:
                                               
Profitability and performance
                                               
Net interest margin(%)(3)
            9.92 %     8.87 %     6.84 %     6.37 %     5.23 %
Fee income ratio(%)(4)
    47.68       48.87       11.06       41.29       34.38       40.43  
Efficiency ratio(%)(5)
    71.15       75.58       20.88       72.85       56.77       59.08  
Fee income as a percentage of administrative expense(%)
    67.01       64.66       52.95       56.68       60.56       68.43  
Return on average equity(%)
    19.39       6.95       78.27       21.06       16.36       19.71  
Return on average assets(%)
    2.27       1.06       15.04       4.59       3.39       2.81  
Liquidity
                                               
Loans as a percentage of total deposits(%)
    66.80       64.07       55.59       36.57       58.29       55.97  
Liquid assets as a percentage of total deposits(%)(6)
          32.11       47.05       65.12       53.69       58.65  
Capital
                                               
Total equity as a percentage of total assets(%)
    11.32       18.35       24.24       22.39       14.29       15.70  
Regulatory capital as a percentage of risk-weighted assets(%)
    21.26       20.28       27.36       43.79       35.71       31.03  
Asset Quality
                                               
Non-performing loans as a percentage of total loans(%)(7)
    14.31       18.68       16.94       8.91       6.50       5.34  
Allowances as a percentage of total loans
    6.41       6.72       11.86       5.08       7.27       6.74  
Allowances as a percentage of non-performing loans(%)(7)
    44.83       35.99       70.04       57.07       111.75       126.20  
Amparos as a percentage of equity(%)
                      4.0       4.0       2.9  
Operations
                                               
Number of branches
                    163       150       256       254 (8)
Number of employees
    1,417       1,401       2,881       2,814       4,772       5,054  
 
(1) Calculated on the basis of amounts expressed in constant pesos as of February 23, 2003.
(2) Nuevo Banco Suquía consolidated with Banco Macro Bansud from December 22, 2004.
(3) Net interest income divided by average interest earning assets.
(4) Service charge income divided by the sum of gross intermediation margin and service charge income.
(5) Administrative expenses divided by the sum of gross intermediation margin and service charge income.
(6) Liquid assets include cash, cash collateral, LEBACs and NOBACs, and interbanking loans. Since 2004, we include overnight loans to highly rated companies.
(7) Non-performing loans includes all loans to borrowers classified as “3-nonperforming/deficient compliance”, “4-high risk of uncollectibility/unlikely to be collected”, “5-uncollectible” and “6-uncollectible, classified as such under regulatory requirements” under the Central Bank loan classification system.
(8)  Includes the seven branches and the headquarters we acquired in November 2005 from the restructuring of Banco Empresario de Tucumán. This number does not include the 25 branches and the headquarters included in the pending acquisition of Banco del Tucumán S.A.
 
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Selected financial and operating data
 
NUEVO BANCO SUQUÍA
                           
    As of December 31,
     
    2003(1)   2004   2004(2)
 
    (in thousands of pesos or
    U.S. dollars, as indicated)
Income Statement
                       
Central Bank Rules:
                       
Financial income
    Ps.224,099       Ps.186,361     US$ 61,475  
Financial expense
    (137,932 )     (107,198 )     (35,361 )
                   
Gross intermediation margin
    86,167       79,163       26,113  
Provision for loan losses
    (800 )     (124,682 )     (41,129 )
Service charge income
    68,402       93,732       30,919  
Service charge expense
    (19,971 )     (24,848 )     (8,197 )
Administration expense
    (103,244 )     (113,212 )     (37,345 )
Other income
    10,567       47,127       15,546  
Other expense
    (39,691 )     (20,101 )     (6,631 )
                   
Monetary loss
    (479 )            
Net income (loss)
    951       (62,821 )     (20,723 )
                   
Number of common shares outstanding
    15,000       303,750       303,750  
Earnings per share
    0.06       (0.21 )     (0.07 )
U.S. GAAP:(3)
                       
 
Net income
    (253,794 )     41,106       13,560  
 
(1) In constant pesos as of February 28, 2003.
 
(2)  Translated at the rate of Ps.3.0315 per US$1.00, the reference exchange rate reported by the Central Bank for December 30, 2005.
 
(3) See note 20 to Nuevo Banco Suquía’s audited financial statements for a summary of significant differences between Central Bank Rules and U.S. GAAP.
 
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Selected financial and operating data
 
NUEVO BANCO SUQUÍA
                           
    As of December 31,
     
    2003(1)   2004   2004(2)
 
    (in thousands of pesos or
    U.S. dollars, as indicated)
Balance sheet
                       
Central Bank Rules:
                       
Assets
                       
Cash and due from banks
    Ps.351,381       Ps.310,501     US$ 102,425  
Government and private securities
    420,667       672,782       221,930  
Loans
                       
 
to the non-financial government sector
    280,044       303,990       100,277  
 
to the financial sector
    0       47,504       15,670  
 
to the non-financial private sector and residents abroad
    365,771       773,553       255,172  
Allowances for loan losses
    (31,606 )     (143,495 )     (47,335 )
Other assets
    646,769       714,905       235,825  
                   
Total assets
    2,033,026       2,679,740       883,965  
 
Liabilities and shareholdersequity
                       
Deposits
                       
 
from the non-financial government sector
    419       1,447       477  
 
from the financial sector
    636       605       200  
 
from the non-financial private sector
    1,340,702       1,541,658       508,546  
Other liabilities from financial intermediation and other liabilities
    564,162       807,405       266,339  
Provisions
    37,902       16,996       5,606  
Other liabilities
    7,836       4,331       1,429  
                   
Total liabilities
    1,951,657       2,372,442       782,597  
Shareholders’ equity
    81,369       307,298       101,368  
U.S. GAAP:(3)
                       
Shareholders’ equity
    (189,124 )     306,718       101,177  
 
(1) In constant pesos as of February 28, 2003.
 
(2)  Translated at the rate of Ps.3.0315 per US$1.00, the reference exchange rate reported by the Central Bank for December 30, 2005.
 
(3) See note 20 to Nuevo Banco Suquía’s audited financial statements for a summary of significant differences between Central Bank Rules and U.S. GAAP.
 
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Pro forma financial data
The following unaudited pro forma information is based on the financial statements of Banco Macro Bansud and Nuevo Banco Suquía and is presented to show the results of operations for the year ended December 31, 2004 as if Banco Macro Bansud and Nuevo Banco Suquía had operated on a consolidated basis from January 1, 2004. The pro forma information takes into account the results of the year ended December 31, 2004 for Banco Macro Bansud, which consolidates the results of operations of Nuevo Banco Suquía from December 22, 2004, and the results of Nuevo Banco Suquía for the period from January 1, 2004 to December 21, 2004, and eliminates intercompany transactions. As a result, the consolidated balance sheet of Banco Macro Bansud consolidates the balance sheet of Nuevo Banco Suquía at December 31, 2004. These pro forma results are not necessarily indicative of the results of the consolidated entity may have in the future or would have had if the acquisition by Banco Macro Bansud of Nuevo Banco Suquía had actually taken place on January 1, 2004.
Under Central Bank Rules, business combinations are accounted for at carryover value. We recognized the difference between the net equity book value at the acquisition date and the purchase price as negative goodwill. The negative goodwill is being amortized under the straight-line method over five years. As Nuevo Banco Suquía’s shareholders’ equity (book value) amounted to Ps.16.9 million, the bank recorded negative goodwill of Ps.483,000.
Under U.S. GAAP, SFAS 141 requires the acquisition of the controlling interest of Nuevo Banco Suquía to be accounted for as a business combination applying purchase accounting. The purchase price has been allocated to the identifiable tangible and intangible assets with finite lives acquired and liabilities assumed based upon their fair value as of the acquisition date, with the excess of the fair value over the cost resulting in negative goodwill.
Under U.S. GAAP, the pro forma condensed income statement shall disclose income (loss) from continuing operations before nonrecurring charges or credits directly attributable to the transaction. Material nonrecurring charges or credits and related tax effects shall be disclosed in a footnote. In addition, the pro forma condensed income statement only shall include adjustments which give effect to events that are (i) directly attributable to the transaction, (ii) expected to have a continuing impact on the registrant, and (iii) factually supportable.
Therefore, the Banco Macro Bansud column below includes consolidated results of operations for the fiscal year ended December 31, 2004 in accordance with Central Bank Rules. The Nuevo Banco Suquía column includes results of operations from January 1, 2004 through December 21, 2004 (prior to the acquisition date), in accordance with Central Bank Rules. The “U.S. GAAP adjustments” column includes differences between Central Bank Rules followed in the preparation of the financial statements of Banco Macro Bansud and Nuevo Banco Suquía (January 1, to December 21, 2004) and those applicable in the United States under U.S. GAAP, as further detailed in notes 35 and 20 to the financial statements as of December 31, 2004 of Banco Macro Bansud and Nuevo Banco Suquía, respectively).
 
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Pro forma financial data
 
                                                         
        NUEVO                    
        BANCO                    
        SUQUÍA                    
    BANCO   (January 1 to                    
    MACRO   December 21,   Pro Forma                
    BANSUD   2004)   Central                
    Central   Central   Bank   US GAAP   Total   Pro Forma   Pro Forma
    Bank Rules(1)   Bank Rules   Rules   Adjustments   US GAAP   Adjustments   US GAAP
 
    (pesos in thousands
Central Bank Rules:
                                                       
Interest and fees on loans
    144,833       105,847       250,680       18,983       269,663               269,663  
Government securities and other trading gains, net
    216,937       36,562       253,499       30,242       283,741               283,741  
Other interest income
    30,201       24,778       54,979             54,979               54,979  
                                           
Total interest income
    391,971       167,187       559,158       49,225       608,383               608,383  
Interest on deposits
    73,899       38,657       112,556             112,556               112,556  
Other interest expense
    22,701       53,521       76,222       89,905       166,127               166,127  
                                           
Total interest expense
    96,600       92,178       188,778       89,905       278,683             278,683  
                                           
Net interest income
    295,371       75,009       370,380       (40,680 )     329,700               329,700  
                                           
Provision for loan losses, net
    (25,107 )     (47,096 )     (72,203 )     (901 )     (73,104 )           (73,104 )
                                           
Net interest income after provision for loan losses
    270,264       27,913       298,177       (41,581 )     256,596               256,596  
                                           
Service charges on deposit accounts
    81,503       69,243       150,746             150,746               150,746  
Credit-card service charges and fees
    41,310             41,310             41,310               41,310  
Other non-interest income
    43,704       25,315       69,019             69,019               69,019  
                                           
Total non-interest income
    166,517       94,558       261,075             261,075             261,075  
Salaries and payroll taxes
    132,910       74,512       207,422       1,169       208,591               208,591  
Depreciation and bank premises and equipment
    18,881       4,058       22,939       (5,939 )     17,000               17,000  
Amortization of organization and development expenses
    26,106       333       26,439       (93 )     26,346               26,346  
Amortization of customer related intangible assets
                                            1,975  a     1,975  
Negative goodwill
    (73,112 )           (73,112 )     73,112       0       (3,336 )b     (3,336 )
Other non-interest expense
    138,347       107,973       246,320       (58,632 )     187,688               187,688  
                                           
Total non-interest expense
    243,132       186,876       430,008       9,617       439,625       (1,361 )     438,264  
Minority interest income from subsidiaries
          (74 )     (74 )           (74 )             (74 )
                                           
Income before income tax expense
    193,649       (64,479 )     129,170       (51,198 )     77,972       1,361       79,333  
                                           
Income tax expense
    (672 )           (672 )     59,134       58,462       176  c     58,638  
                                           
Income from continuing operations
    192,977       (64,479 )     128,498       7,936       136,434       1,537       137,971  
                                           
Net income (loss)
    192,977       (64,479 )     128,498       7,936       136,434       1,537       137,971  
                                           
Basic earnings per share (stated in pesos)(3)
    0.32  (2)                                             0.23  
Weighted average number of shares Outstanding (in thousands)
    608,943                                               608,943  
 
(1) Nuevo Banco Suquía consolidated with Banco Macro Bansud from December 22, 2004.
 
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Pro forma financial data
 
(2) As of December 31, 2004, the basic earnings per share of Banco Macro Bansud in accordance with U.S. GAAP is the following:
         
Net income under U.S. GAAP (in thousands)
    94,229  
Weighted average number of shares outstanding (in thousands)
    608,943  
Basic earnings per share under U.S. GAAP (stated in Ps.)
    0.15  
(3) There is no diluted earnings per share disclosure as no potential common shares exist.
The Pro Forma Adjustments column includes:
  a)  Purchase price adjustment related to core deposit intangible assets which is being amortized under the straight line method over five years. This adjustment decreased income by Ps.1.98 million.
  b)  Reversal of recorded depreciation generated by the effect of allocating the negative goodwill to reduce the amount of non-monetary assets. This adjustment increased income by Ps.3.34 million.
  c)  Income tax effects related to these pro-forma adjustments. These adjustments increased income by Ps.176,000.
 
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Management’s discussion and analysis of financial condition and results of operations
This section contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth in “Special note regarding forward-looking statements,” “Risk factors,” “The crisis and recovery in Argentina” and the matters set forth in this prospectus generally.
The following discussion is based on, and should be read in conjunction with, our consolidated financial statements and related notes contained elsewhere in this prospectus, as well as “Prospectus summary—Summary financial and operating data,” “Selected financial and operating data” and the other financial information appearing elsewhere in this prospectus.
FINANCIAL PRESENTATION
The audited financial statements as of December 31, 2004 and 2003 and for the three years ended December 31, 2004, the audited consolidated financial statements as of December 31, 2005, and the unaudited financial statements for the six months ended June 30, 2005 and 2004 included elsewhere in this prospectus have been prepared in accordance with Central Bank Rules. Central Bank Rules differ in certain significant respects from U.S. GAAP. See note 35 to the audited financial statements for the years ended December 31, 2004 and 2003 and note 25 to our condensed interim consolidated financial statements for June 30, 2005. As a result of the economic crisis, Argentina experienced very high rates of inflation in 2002. During that year, inflation, as measured by the wholesale price index, reached approximately 118%. During 2003 and 2004, inflation levels returned to much lower levels. As a result, Central Bank Rules reinstated inflation accounting at the beginning of 2002 until February 28, 2003. Therefore, all the financial statement data in this prospectus for periods prior to February 28, 2003 have been restated in constant pesos as of such date by applying the adjustment rate derived from the internal wholesale price index published by INDEC. We do not report our results by accounting segments.
COMPARABILITY
During the fiscal year ended December 31, 2002, there were many changes in Argentina’s economic and financial situation, which deteriorated markedly beginning in late 2001. The measures taken included restrictions on deposit withdrawals, the pesification of certain debts originally denominated in U.S. dollars, the issuance of compensation bonds to cover the financial system imbalance, and the devaluation of the Argentine peso. These measures had significant effects on our results of operations for the year ended December 31, 2002, which, despite the restatement of financial information in constant pesos, are not comparable with our results of operations for the years ended December 31, 2003 and 2004.
In addition, in December 2004, we acquired Nuevo Banco Suquía, which significantly enhanced the size and scope of our business. As a result of our acquisition of Nuevo Banco Suquía, our results of operations for the six-month period ended June 30, 2005 and the year ended December 31, 2005 differ significantly from our results of operations for the six-month period ended June 30, 2004 and the year ended December 31, 2004. Given the instability, and regulatory and economic changes that Argentina has experienced since the beginning of the economic crisis in 2001, the financial information set forth in this prospectus may not be fully indicative of our anticipated results of operations or business prospects after the dates indicated.
 
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OVERVIEW
We are one of the leading banks in Argentina. With the most extensive private-sector branch network in the country, we provide standard banking products and services to a nationwide customer base. We distinguish ourselves from our competitors by our strong financial position and by our focus on low-and middle-income individuals and small- and medium-sized businesses, generally located outside of the Buenos Aires metropolitan area, which we believe offer significant opportunity for continued growth in our banking business. According to the Central Bank, as of December 31, 2005, we were ranked fourth in terms of assets and third in terms of equity among private-sector banks.
Our consolidated net income for 2004 was Ps.193.0 million (US$64 million), representing a return on average equity of 16.4% and a return on average assets of 3.4%. Our consolidated net income for the year ended December 31, 2005 was Ps.262.7 million (US$87 million), representing a return on average equity of 19.7% and a return on average assets of 2.8%.
In general, given the relatively low level of banking intermediation in Argentina currently, there are limited products and services being offered. We are focusing on the overall growth of our loan portfolio by expanding our customer base and encouraging them to make use of our lending products. We have a holistic approach to our banking business; we do not manage the bank by segments or divisions or by customer categories, by products and services, by regions, or by any other segmentation for the purpose of allocating resources and assessing profitability. We have savings and checking accounts, credit and debit cards, consumer finance loans and other credit-related products and transactional services available to our individual customers and small- and medium-sized businesses through our branch network. We also offer Plan Sueldo payroll services, lending, corporate credit cards, mortgage finance, transaction processing, and foreign exchange. In addition, our Plan Sueldo payroll processing services for private companies and three provincial governments give us a large and stable customer deposit base.
We emerged from the Argentine economic crisis of 2001 and 2002 as a stronger and larger bank. In January 2002, in the midst of the crisis, Banco Macro S.A., our predecessor, acquired a controlling interest in Banco Bansud S.A. This acquisition tripled the size of our bank as measured by assets, and expanded our geographic presence from the northern provinces of Argentina to the southern provinces. In December 2004, during the recovery period of the Argentine economy, we completed the acquisition of Nuevo Banco Suquía S.A., the leading private bank in the central provinces of Argentina, thereby becoming the private sector bank with the country’s most extensive branch network. The Nuevo Banco Suquía transaction increased our assets by 41% and our number of branches by 67%. In November 2005, the Central Bank, in the context of the restructuring of Banco Empresario de Tucumán, transferred to us a portion of its assets (including its seven branches and the headquarters) and liabilities. We also signed an agreement for the acquisition of Banco Tucumán, which has 25 branches and the headquarters in Tucumán. These acquisitions will increase our assets by 10% and our branches by 14%. Beginning at the end of 2002 and during the recovery years, we also experienced organic growth as our business in the provinces of Argentina suffered lower levels of volatility than our principal competitors in the Buenos Aires metropolitan area.
IMPACT OF THE 2001-2002 ECONOMIC CRISIS ON US
The economic crisis and the Argentine government’s response to the economic crisis, described elsewhere in this prospectus under the caption “The crisis and recovery in Argentina”, had dramatic effects on the business and financial results of Argentine banks, including us, as substantially all of our operations and customers are located in Argentina. As described below, the run on bank deposits, government measures to counteract the effects of the crisis (such as the corralito, corralón and asymmetric pesification), the devaluation of the peso, the high inflation environment that accompanied the crisis, the virtual suspension of banking activity and government compensation measures to offset the effects of
 
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asymmetric pesification, all had significant negative effects on our business and results of operations. However, as discussed in “—Our response to the crisis” we believe we have managed to address these challenges successfully. Moreover, as the Argentine economy continues to recover and the business environment stabilizes, we have emerged from the crisis as a larger and we believe stronger bank.
The run on bank deposits and restrictions on withdrawals
Beginning in the first quarter of 2001, in response to growing and widespread concern about the solvency of the Argentine banking system, private depositors began to withdraw funds. As a result, we experienced a decrease in the overall level of our deposits. In addition, depositors that kept their funds in the bank shifted their funds out of time deposits into demand deposit accounts in anticipation of a further deterioration in the Argentine banking system.
Corralito
The Argentine government’s initial response to the run on bank deposits, the corralito, limited the amount of cash that could be withdrawn from banks within specified time periods. However, this measure amplified public concern about the solvency of the banking system and contributed to a further decrease in deposit levels, as many depositors withdrew funds up to the permitted limit.
Corralón
Under the corralón, another government measure to address the run on bank deposits, the maturity for time deposits denominated in pesos and substantially all deposits denominated in U.S. dollars was mandatorily extended. In connection with the corralón, we were required to issue CEDROs to affected customers, representing the interest in the underlying, rescheduled deposits.
Below is a table that shows the impact of the crisis and recovery on our and the financial system’s deposit base. For more information on our response, see “—Our Response to the Crisis—Loyal client base” and “—Acquisitions.” The information detailed below is based on unconsolidated information reported monthly to the Central Bank and has not been adjusted for intercompany eliminations or adjusted for inflation.
     
Phase 1. Bank run:
  December 31, 2000 to November 30, 2001
Phase 2. Corralito:
  November 30, 2001 to December 31, 2001
Phase 3. Corralón:
  January 31, 2002 to April 30, 2002
Phase 4. Stabilization:
  April 30, 2002 to April 30, 2003
Phase 5. Recovery:
  April 30, 2003 to December 31, 2005
                                         
Change in   Phase 1:   Phase 2:   Phase 3:   Phase 4:   Phase 5:
total deposits   Bank Run(1)   Corralito   Corralón(2)   Stabilization   Recovery
 
    (in millions of pesos
Banco Macro
    (171 )     8       (21 )     295          
Banco Bansud
    (354 )     (29 )     (183 )     337          
Banco Macro and Banco Bansud
    (525 )     (21 )     (204 )     632       2,469  
Financial system
    (18,205 )     (1,918 )     (10,010 )     7,646       55,359  
 
(1) We excluded the month of January 2002 because of the impact on nominal changes caused by the pesification of U.S. dollar-denominated deposits.
 
(2) Banco Macro acquired Banco Bansud in January 2002; however, the information in the table above has not been consolidated for the corralón phase as we were just beginning to manage Banco Bansud during that period.
 
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(BAR GRAPH)
Source: Central Bank
 
(1) We excluded the month of January 2002 because of the impact on nominal changes caused by the pesification of U.S. dollar-denominated deposits.
 
(2) Banco Macro acquired Banco Bansud in January 2002; however, the information in the table above has not been consolidated for the corralón phase as we were just beginning to manage Banco Bansud during that period.
Asymmetric pesification and the Argentine government’s compensation measures
The asymmetric conversion of loans and deposits into pesos, the increase in banks’ non-performing loans and the decline in value of bank holdings of government debt, left much of the financial sector virtually insolvent. To help prevent widespread insolvencies, the Argentine government pledged to provide offsetting compensation to banks. The general principles of the compensation scheme were to: (1) maintain the peso value of each bank’s net worth, and (2) leave the banks hedged in terms of currency. To that end, the Argentine government issued two types of bonds to banks:
  a bond denominated in pesos (BODEN 2007) to compensate for losses linked to asymmetric pesification; and
 
  a bond denominated in dollars (BODEN 2012) that the Central Bank offered to affected banks at a discounted price of Ps.1.40 plus CER indexation to US$1.00, to compensate for the consequences of creating a mismatch between a bank’s dollar and peso position as a result of pesification. Banks could purchase the BODEN 2012 with either BODEN 2007 or by borrowing the applicable amount from the Central Bank.
 
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Our cumulative compensation completely received from the Argentine government was as follows:
                         
            Total
    BODEN 2007   BODEN 2012   Compensation
 
    (in millions of pesos
Banco Macro
    49.7             49.7  
Banco Bansud
          392       392  
Nuevo Banco Suquía
    209.3       142.6       351.9  
                   
Total
    259.0       534.6       793.6  
                   
At December 31, 2005, we recorded on our balance sheet BODEN 2007 and BODEN 2012 for a total of Ps. 188 million, reflecting the current position of compensation bonds, including Ps. 11 million received from Banco Empresario de Tucumán, net of amounts that have been traded.
Amparos
The corralón, corralito and pesification led to numerous amparos by depositors seeking court orders to have their deposits returned (in U.S. dollars in the case of U.S. dollar-denominated deposits). Additionally, Central Bank Rules permit the losses related to amparos to be accounted for as an intangible asset and amortized over five years. We took affirmative steps to reduce our exposure to amparos by agreeing to exchange depositors’ CEDROs with time deposits plus BODEN 2012 and our guarantee on the BODEN 2012 in the event of a sovereign default. On December 31, 2005, we had approximately Ps.42.6 million in amparos. The table below demonstrates our success in negotiating with our depositors, which has allowed us to maintain a low ratio of amparos as a percentage of equity, compared to the financial system as a whole:
                         
    Amparos/Equity
     
    As of
    December 31,
     
    2003   2004   2005
 
Banco Macro Bansud
    4.0%       4.0%       3.0%  
Financial system
    29.8%       24.7%       19.0%  
 
Source:     Central Bank
Disappearance of market for private loans and increase in non-performing loans
Amid the inflationary fears, peso devaluation, GDP contraction, consumption collapse and rising unemployment accompanying the economic crisis, the level of private loans in the financial system dropped dramatically, loan origination virtually ceased for most of 2002 and the incidence of non-performing loans increased. The following table shows the evolution of net loan origination of Banco Macro, Banco Bansud and, as of 2002, Banco Macro Bansud, defined as the year over year variation in the twelve-month average of private sector loans:
                                                 
    2000 (1)   2001 (1)   2002 (1)   2003 (1)   2004   2005
 
Net loan origination (in millions of pesos)
    (944.3)       (1,322.3)       (867.9)       (58.6)       584.0       565.8  
 
(1) In constant pesos as of February 28, 2003.
In addition, holders of CEDROs issued by us in connection with the corralón could return the CEDROs to us to satisfy their loan payment obligations, which further contributed to lowering the level of private loans outstanding during the crisis. In our case, the impact was magnified by the writeoff of bad loans and by collections of outstanding loan amounts from borrowers. The following
 
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table shows the improving quality of our loan portfolio as compared to the financial system. The definition of non-performing lending in the table comes from the Central Bank and is not comparable to the non-performing loans definition in “Selected statistical information.”
                                 
    Year Ended December 31,
     
    2002   2003   2004   2005
 
Banco Macro Bansud
                               
Allowances/lending(1)
    11.9 %     5.2 %     8.8 %     6.5 %
Non-performing lending ratio(2)
    15.4       9.0       8.0       5.0 (3)
Financial System
                               
Allowances/lending(1)
    12.7 %     13.0 %     9.8 %     5.6 %
Non-performing lending ratio(2)
    18.0       17.2       10.3       5.4  
 
Source:     Central Bank
(1) Includes loans, other receivables from financial transactions, financial leases, memorandum accounts—other guarantees provided (included in Debtors Rating Standards) and memorandum accounts—loans classified as irrecoverable.
 
(2) Non-performing lending includes all lending to borrowers classified as “3 – nonperforming/ deficit compliance,” “4 – high risk of uncollectibility/ unlikely to be collected,” “5 – uncollectible” and “6 – uncollectible,” under the Central Bank loan classification system.
 
(3) This ratio calculated without the loan portfolio of the Banco Empresario de Tucumán (64% of non-performing lending) is 3.2%.
Devaluation and inflation
The economic crisis was accompanied by a sharp decrease in the value of the peso and severe inflation in 2002. The steep devaluation of the peso triggered private sector and government defaults on foreign currency-denominated indebtedness and also resulted in the pesification of foreign-currency denominated indebtedness governed by Argentine law at an exchange rate of one peso for each U.S. dollar. While the devaluation did not have a significant effect on our net income due to our low level of U.S. dollar-denominated liabilities, the introduction of asymmetric pesification as a measure to counter the effects of the devaluation did affect us. See “—Asymmetric pesification and the Argentine government’s compensation measures” above.
Under Central Bank Rules, our results of operations for the year ended December 31, 2002 and for the two-month period ended February 28, 2003 were adjusted to account for the effects of inflation in Argentina during those periods. For the periods subsequent to February 28, 2003, the inflation adjustments were no longer applied to our financial statements or the financial statements of Nuevo Banco Suquía under Central Bank Rules, as inflation returned to normalized levels during 2003 and 2004, as illustrated in the table below.
                                         
    December 31,
     
    2001   2002   2003   2004   2005
 
Wholesale price inflation
    (5.30 )%     117.96 %     1.95 %     7.87 %     10.74 %
Inflation rate adjustment to our financial statements
    0.00       117.96       0.86       0.00       0.00  
CER
          40.53       3.65       5.48       11.75  
 
Source:     INDEC
(1) CER beginning on February 2, 2002.
 
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As a result of pesification, certain of our assets and liabilities are adjusted primarily for CER. In particular, CEDROs, and pesified government debt are adjusted for CER. In addition, a portion of our pesified private sector loan portfolio is adjusted for CER.
OUR RESPONSE TO THE CRISIS
The effect of the crisis on the Argentine banking system presented challenges that we promptly took measures to address and created attractive opportunities that we acted upon. Despite the magnitude of the economic crisis and its impact on the banking sector, we managed to deal successfully with the turmoil and remained profitable. At the beginning of the crisis, we had high liquidity, which we maintained throughout the crisis. That high liquidity, combined with our loyal base of retail deposits, as well as deposits from provincial governments for whom we serve as financial agent, all a result of our response to the crisis and strategic vision for our business, helped us restore our deposit base faster than the financial system as a whole. We also were able to resume lending to the private sector before the rest of the financial system.
We believe that our strengths at the time and our response measures described below were important elements of our ability to withstand the effects of the crisis and helped to position us to benefit significantly from a recovery of the banking system. Furthermore, our comparatively strong financial condition during the economic crisis made it possible for us to become a leading nationwide bank by acquiring Banco Bansud and Nuevo Banco Suquía.
Commercial and balance sheet strategies
Throughout the economic crisis, we maintained a strong position with respect to excess capital, our portfolio and the level of our provisions. To counteract the effects of the run on deposits, one of our main priorities was to give depositors confidence that we would be able to absorb losses and fulfill our obligations to them.
Our practice of maintaining high liquidity levels throughout the business cycles helped us to withstand the economic crisis by serving two key purposes. First, we had funds available in the face of adverse systemic events. Second, we gave our depositors confidence that they would be able to have access to their deposits at any time, even during the depth of a crisis. Our emphasis on maintaining high liquidity helped us to emerge from the crisis without any assistance from the Central Bank. We also minimized excess cash deposited in the Central Bank, without harming our overall liquidity position. In this way, we maximized the return on our liquidity stock by keeping funds in more profitable assets, such as Central Bank-issued LEBACs and overdrafts to highly rated large corporations.
In light of the potential exposure to amparos, we proactively offered several alternatives to our depositors, exchanging CEDROs for a combination of time deposits and government bonds. This response proved to be very successful; the stock of CEDROs on our balance sheet, which corresponded to approximately 55% of our total deposits in March 2002 (as compared to 24% for the financial system), fell to 8% just one year later, well below the 19% average for the financial system at that time.
Loyal client base
We also benefited from a loyal client base, as evidenced in part by the quick recovery of our deposit base after the crisis, due to our long-standing relationships, primarily through our Plan Sueldo payroll services. As a result, our source of funding regained volume faster as compared to the banking sector as a whole, as shown in “—Impact of the 2001-2002 economic crisis on us—The run on bank deposits and restrictions on withdrawals.”
 
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Acquisitions
The crisis had a severe adverse impact upon the market value of Argentine banks. Our high level of liquidity and solvency throughout the crisis provided us with the resources to capitalize upon attractive acquisition opportunities and to expand our reach within Argentina. See “Business— Our history.” The following table sets forth our assets, private sector loans, private sector deposits and branches before and after the acquisitions of Banco Bansud and Nuevo Banco Suquía:
                                                 
                    December 31,    
                    2005    
                         
                    Banco Macro    
                Bansud    
            September 30, 2004   (including Nuevo    
            Banco Suquía   December 31,
    September 30, 2001       and Banco   2005
        Banco Macro   Nuevo Banco   Empresario de    
    Banco Macro(1)(2)   Banco Bansud(1)(2)   Bansud(2)   Suquía(2)   Tucumán)   Banco del Tucumán S.A.(3)
 
    (in thousands of pesos, except branches
Assets
    Ps.1,424.0       Ps.3,357.1       Ps.5,312.6       Ps.2,162.8       Ps.9,487.8       Ps.827.0  
Private sector loans (Gross)
    590.8       899.8       1,187.1       711.0       2,948.8       215.3  
Private sector deposits
    790.6       2,301.5       2,236.0       1,443.5       5,737.4       260.7  
Branches
    73       72       154       102       254       26  
 
Source:     Central Bank
(1)     In constant pesos as of February 28, 2003.
(2)     Last quarter prior to acquisition.
(3)     Acquisition pending approval of the Central Bank and the Argentine anti-trust authorities.
Banco Bansud. In January 2002, we acquired a controlling interest in former Banco Bansud from Banco Nacional de Mexico S.A., or Banamex. As part of the transaction, Banamex made an irrevocable capital contribution to Banco Bansud of US$305 million (of which US$60 million was a cash capital contribution). In addition, before the sale, Banamex purchased for cash certain assets from Banco Bansud for US$151 million. We agreed to pay Banamex US$65 million, to be adjusted in accordance with the amount of collections on certain loans. In 2003, the total amount of the liability in respect of the purchase price was determined to be zero as a result of this adjustment mechanism and no cash payment was made to Banamex. In 2003, Banco Macro and Banco Bansud were merged. Financial statements prepared according to Central Bank Rules require the historical financial statements to be restated to treat the merger as being effective from the time that Banco Macro acquired a controlling interest in Banco Bansud.
Scotiabank Quilmes S.A. We also purchased the assets and liabilities, including 36 branches, of Scotiabank Quilmes S.A. in August 2002.
Nuevo Banco Suquía. Our strong liquidity and solvency also enabled us to acquire Nuevo Banco Suquía in a public auction in December 2004 at a fixed price of Ps.15 million plus a commitment to make a capital contribution of Ps.289 million. This acquisition further enhanced our financial intermediation volume, completed our geographic coverage and complemented our existing base of clients. Upon the acquisition of Nuevo Banco Suquía, we became Argentina’s fourth largest private bank in terms of net worth, the fourth in deposits, and the fifth in private sector loans. In addition, we now have the largest and most extensive private bank network in Argentina. As we acquired Nuevo Banco Suquía in December 2004, its results of operations are only reflected in our financial statements
 
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for ten days of 2004, and for all periods in 2005. See “Pro forma financial information” contained elsewhere in this prospectus.
Acquisitions in the Province of Tucumán.
Consistent with our strategy, we are increasing our presence in the northern province of Tucumán, where we previously had only two branches. In November 2005, the Central Bank, in the context of the restructuring of Banco Empresario de Tucumán, transferred to us a portion of its assets amounting to approximately Ps.107 million, including its seven branches and the headquarters, liabilities, consisting of deposits of approximately Ps.138 million, and obligations to the Central Bank for liquidity assistance of Ps.31 million. The liability of Banco Empresario de Tucumán with the Central Bank for liquidity assistance was cancelled after the acquisition.
We also have received approval from the Executive Authority of the province of Tucumán and the Central Bank for the acquisition of Banco del Tucumán S.A. Authorization from the Argentine antitrust authorities is pending. Upon completion of the acquisition, we will add 25 branches and a headquarters to our branch network in Tucumán and will become the financial agent for the provincial government of Tucumán. We will own 54.5% of the branches in the province and our total number of branches will increase to 280 nationwide, with 36 branches in the province of Tucumán, and we will have a 7.2% market share of the total number of branches in Argentina.
Cost management
Since the crisis, we have focused on controlling our costs and improving our efficiency. In addition, we have focused on carefully integrating the operations of our acquisitions. To this end, we have centralized, among other things, the treasury operations of all our acquisitions. We have also had a period of organic growth with a small reduction in the number of our employees. See “Business—Employees.” We also improved our ratio of service income to administrative expenses from 53.0% in 2002 to 68.4% in 2005. Finally, we implemented centralized purchasing practices to take advantage of our economies of scale.
Implementation of improved credit policies
After the crisis, when we resumed lending in 2002, we restricted our lending activities to only low risk credit products, such as loans to individuals with Plan Sueldo accounts and overdrafts to highly rated companies. Prior to expanding the scope of our lending activities, we modified our credit policies to take into account the new economic reality. For example, we established new factors to determine whether a potential debtor was an acceptable credit risk because old policies, such as credit history, were no longer useful due to the high levels of default during the crisis. We began focusing more closely on potential lenders’ ability to pay based on the quality of their business, their willingness to meet their obligations, and their access to alternative sources of funding. In addition, we established a policy of seeking personal guarantees from owners for loans to most companies. Finally, we reduced the lending limit of our branches and established a senior committee to approve all loans in excess of Ps.1 million.
Restoring lending to the private sector
We believe that we were among the first banks to make new loans in the aftermath of the economic crisis, beginning in the fourth quarter of 2002. In 2003, we increased our private sector loans by Ps.209 million, or 41%, as compared to 2002. The expansion of our private sector loans accelerated in 2004, increasing by 205% to Ps.2,209 million when we added Ps.1,485.4 million to our loan portfolio, of which Ps.721.8 million was organic growth and the rest came through the acquisition of Nuevo Banco Suquía. The organic growth of our loan portfolio was the highest among the ten largest
 
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Argentine banks during 2004. During 2005 we continued to exhibit high rates of organic growth as loans to the private sector (net of liquidity management and securitizations) increased 68%.
PRINCIPAL TRENDS AFFECTING OUR BUSINESS
We believe that the following trends in the Argentine economy, the banking sector and our business have affected and will, for the foreseeable future, continue to affect our results of operations and profitability. Our continued success and ability to increase our value to our shareholders will depend, among other factors, upon the continued economic recovery in Argentina and the reemergence of the market for long-term private sector lending.
Argentine economic recovery and continued growth
Argentina’s overall economic performance will continue to have a substantial effect on our financial results. During 2003 and 2004, GDP growth was 8.8% and 9.0%, respectively, and for the twelve month period ended September 30, 2005, GDP growth was 9.2%. The Central Bank’s survey of independent forecasting firms as of January 2006 indicates a consensus GDP growth estimate of 9.0% for 2005 and 6.8% in 2006. We expect demand for private sector loans to grow in line with GDP growth as investment and consumption in the private sector increases. Due to our focus on the low- and middle-income individuals and small- and medium-sized businesses, generally located outside of the Buenos Aires metropolitan area, of particular significance to us are:
Export-led growth in the economy. The recovery of Argentina’s post-crisis economy has been led by export growth and import substitution. This economic model is likely to favor provinces outside of the Buenos Aires metropolitan area that are heavily focused on primary sectors of the economy, such as agriculture, cattle ranching, mining, basic industries and tourism. Our extensive branch network outside of the Buenos Aires metropolitan area (85% of our branches, as compared to 65% for Argentina’s financial system) provides us with an opportunity to take advantage of growth in these provinces to increase our credit portfolio faster than our competitors and to increase our market share.
 
Gradual recovery of proportion of national income held by lower income segments. After decades of widening, the income distribution gap between rich and poor in Argentina began to narrow during 2003 and 2004, when the crisis resulted in a collapse of income of all population segments. The real income of the poorer half of Argentina’s population has fallen over the last decades, from 32% of the income of the richer half in the late 1970s to less than 20% of the income of the richer half in the aftermath of the crisis. Since that time, the gap has narrowed and now the real income of the poorer half is 22% of the income of the richer half. We believe that the long-term trend of increasing income inequality has stopped and that the recent improvement in income distribution will continue. Given our focus on the low- to medium-income individuals, we believe that we are well-positioned to benefit from an increase in credit demand by these population segments.
 
Transitional inflation. The inflation rate for 2005 was 12.3%. We believe that this increase in inflation is a result of the government’s policy of keeping the value of the peso to the dollar at the relatively low level of approximately Ps.3 to US$1. We believe that to the extent that the market views this exchange rate as being stable, they will be in a better position to forecast future inflation. Furthermore, as the real exchange rate reaches its new equilibrium, inflation will converge with international levels. As a result, the current inflation forecasts, assuming a stable nominal exchange rate, show a declining inflation rate.
 
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Reduction in public sector exposure
Since the crisis of 2001 and 2002, Argentine government securities and other public sector obligations have represented a substantial portion of our balance sheet. We are managing our assets to gradually reduce the proportion of our balance sheet represented by such securities and other public sector obligations and to increase the proportion of our balance sheet represented by private sector lending. We expect our income from holding government obligations to continue to decline and to be offset by income resulting from the continued recovery of private sector lending in Argentina.
The increase in our position in government securities and other public sector obligations is mainly attributable to:
the forms of compensation received by the banking system in the context of asymmetric pesification, which, as described in greater detail in “The crisis and recovery in Argentina,” included BODEN 2007 and BODEN 2012;
 
the stock of public securities and other public sector obligations that we inherited upon our acquisition of Banco Bansud in January 2002 and Banco Nuevo Suquía in December 2004;
 
the purchases of treasury bills, principally in the form of LEBACs and NOBACs (Notas del Banco Central, or Central Bank notes), made by our treasury desk as the preferred investment vehicle for our excess liquidity; and
 
the slow recovery of private sector lending, which continues at low levels due to concerns about increased inflation, which has delayed the development of long-term lending.
Although generally government debt would be expected to yield lower levels of returns, the appreciation of the market value of the securities acquired by us over this time frame and the high risk premiums offered on the securities made these holdings highly profitable for us over the 2002 to 2004 period. See “Selected statistical information—Average Balance Sheets, Interest Earned on Interest-Earning Assets and Interest-Bearing Liabilities.”
As described in note 6 to our consolidated financial statements for the year ended December 31, 2005, the impact of marking to market our government bond portfolio would have been Ps.29.6 million. In 2006, we have begun to mark to market our government bond portfolio in our primary financial statements.
Recovery of private sector lending
Our private sector loans increased to Ps.723.6 million as of December 31, 2003 from Ps.514.6 million as of December 31, 2002 to Ps.2,209.0 million in 2004, including the effect of the acquisition of Nuevo Banco Suquía in December 2004. As of December 31, 2005, our private sector loans increased to Ps.2,701.3 million. This increased lending reflects both our higher market share resulting from our earlier return to the lending market than our competitors and the improvement of private sector lending after the crisis of 2001 and 2002, which had caused a collapse in both demand for and supply of new loans. We see the following trends in this important area of our business:
Low cost of funds; high levels of liquidity. As a result of our low cost of funds and our high level of liquidity, a key driver of our results is our ability to increase our lending within the scope of our credit policy, as such lending is always at a positive margin. Therefore, we have seen increases in our gross intermediation margin as our private sector lending has increased.
 
Demand from large corporations has preceded demand from small- and medium-sized companies and consumers. New lending in Argentina has been primarily fueled by commercial lending, which for the Argentine banking system, represented approximately two-thirds of new lending in
 
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2004, which we believe to be generated by large corporations. Over the medium term we expect small- and medium-sized companies, which lack access to the securities markets, to represent a larger component of new lending. Consumer lending has not yet fully recovered and remains at 5% of GDP as of December 2005, despite having achieved levels as high as 10% before the crisis.
 
Growth prospects subject to development of inflation and long-term fixed rate lending. We believe that the main obstacle preventing a faster recovery of Argentina’s private sector lending has been the uncertain outlook on long-term inflation, which has a significant impact on both the supply of and demand for long-term loans as borrowers try to hedge against inflation risk by borrowing at fixed rates while lenders hedge against inflation risk by offering loans at floating rates. As a result, most of the increase in the volume of private loans in the financial system until December 31, 2005 was concentrated in short-term products for example the ratio of personal loans, overdrafts and documents to GDP has increased from 3% in June 2003 to more than 5% as of December 31, 2005, while long- term loans represented by mortgages and secured loans have remained at 2% of GDP during the same period (in the face of substantial GDP growth during the period). We believe that, given the government’s exchange rate policy, Argentina’s inflationary outlook has become more predictable, with a current expectation of inflation will decline towards international levels. Therefore, the market is better able to factor in an expected rate of inflation into its long-term business decisions. As a result, both borrowers and lenders are gradually entering the long-term lending market, including with products such as floating rate loans and leasing, designed to meet the needs of a growing economy emerging from crisis and moving towards stability.
 
Reduced spreads. We expect the high intermediation spreads that prevailed after the economic crisis to continue to decline due to increasing competition in the banking sector. The reduction of private sector credit volume has prompted Argentine banks to lend at lower interest rates in an effort to capture a larger portion of the contracted loan market, largely accounting for the current low spreads. Additionally, if the Central Bank increases interest rates to combat inflation, funding costs may increase. The expansionary monetary policy being undertaken by the Central Bank has resulted in unusually low funding costs. Since the end of 2003, the 30-day time deposit interest rate has remained below 5% in the retail market (even with current inflation forecasts of 13% for 2006). Inflation pressures may push these rates upward in the medium-term. If the spread reduction continues without a significant increase in volumes, profitability will be negatively affected. This trend will be partially offset for us by our stable depositor base, which provides a low cost source of funding.
Organic growth complemented by strategic acquisitions
Our bank has grown through a combination of organic growth and well executed acquisitions. We have pursued organic growth with a holistic approach to the management of our day-to-day operations through the marketing and promotion of our standard banking products and services to our customers. We have made acquisition decisions in the context our long-term strategy of focusing on low- and middle-income individuals and small- and medium-sized businesses to complete our national coverage of Argentina, especially in provinces outside of the Buenos Aires metropolitan area. Prior to the crisis of 2001 and 2002 and since the crisis, we have maintained a position of strong solvency and liquidity relative to the Argentine banking industry. As a result, we were able to acquire Banco Bansud in January 2002 and Nuevo Banco Suquía in December 2004. These acquisitions were each managed successfully and have had favorable effects on our results of operations and financial condition. In November 2005 we acquired a portion of the assets (including seven branches and the headquarters) and liabilities of Banco Empresario de Tucumán. We also signed an agreement for the acquisition of Banco del Tucumán S.A., which has 25 branches and the headquarters in Tucumán.
 
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We will continue to consider strategic acquisition opportunities that complement our branch network and are consistent with our strategy. To date, other Argentine banks have responded to reduced lending volumes primarily by reducing their operating costs in real terms and sometimes by downsizing their operations. Even with an increase in loan volume, if spreads continue to decline, many Argentine banks are likely to need additional capital. In this scenario, we have the opportunity, because of our significant excess of liquidity and capital, to continue to complement our organic growth with strategic acquisitions.
We evaluate the effectiveness of our acquisition strategy by how it complements our organic growth strategy and whether we have succeeded in increasing our customer base, expanding our loan portfolio and generating more fee income from transactional services.
Recovery of private sector loan portfolio credit quality
Our private sector loan portfolio credit quality has improved from 2002 to 2005, in line with the Argentine economic recovery. Our non-performing loans as a percentage of total loans declined from 16.94% as of December 31, 2002 to 5.34% as of December 31, 2005. During the same period, allowances as a percentage of non-performing loans went from 70.04% as of December 31, 2002 to 126.20% as of December 31, 2005, reflecting our policy to have adequate allowances.
RESULTS OF OPERATIONS
The following discussion of our results of operations is for the bank as whole and without reference to any operating segments. We do not manage the bank by segments or divisions or by customer categories, by products and services, by regions, or by any other segmentation for the purpose of allocating resources or assessing profitability.
We consider total loans to the private sector and the level of our average total deposits to be key measures of our core business. Total loans to the private sector grew by 179% from Ps.515 million as of December 31, 2002 to Ps.1,435 million as of December 31, 2004 (without including Nuevo Banco Suquía). As of December 31, 2005 our private sector loans increased to Ps.2,948.8 million compared to Ps.2,209.0 million as of December 31, 2004, a 33% increase. The level of our private sector deposits grew by 93.0% from Ps.1,534.9 million as of December 31, 2002 to Ps.2,963.1 million as of December 31, 2004 (without including Nuevo Banco Suquía), due to the return of deposits to the financial system and to organic growth. As of December 31, 2005 the level of our private sector deposits (including Nuevo Banco Suquía) reached Ps.5,737.4 million compared to Ps.4,504.8 million for December 31, 2004, a 27% increase. In addition, we experienced a dramatic increase in our public sector deposits as a result of the substantial fiscal surpluses experienced by the three provincial governments for whom we act as financial agent. Including our acquisition of Nuevo Banco Suquía, average loans to the private sector grew 207% between December 31, 2002 and December 31, 2005 and average deposits from the private sector grew 357% during the same period.
Even during the depths of the economic crisis in 2002, we generated Ps.572 million of net income, driven primarily by our strong gross intermediation margin. Our results of operations for 2002 were strongly affected by the inflation adjustment for the year, as the wholesale price index increased by almost 118%. Our results of operations for 2002 were also strongly affected by the devaluation of the peso. The underlying trend during the period between 2002 and 2005 was lower intermediation spreads, accompanied by an increase in intermediation volumes. The main driver of the intermediation spread reduction was the fall in interest rates. Lending rates to the private sector dropped from an average of 31.2% in 2002 to 12.5% in 2005. This interest rate decrease was largely matched by a reduction in deposit interest rates, as the weighted average interest rate of our borrowing base, in the form of deposits, fell from 24.7% in 2002 to 3.7% in 2005. Between 2002 and 2004 we experienced a steady decline in our financial expenses, which decreased by 53% in 2003 and a further 45% in
 
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2004, followed by a small increase in 2005 of 5.5%. Borrowing costs dropped not only due to the interest rate reduction but also because the composition of our liabilities changed, largely switching to demand deposits. This migration to demand deposits helped us to maintain an attractive intermediation spread.
RECENT DEVELOPMENTS—YEAR ENDED DECEMBER 31, 2005 COMPARED TO DECEMBER 31, 2004
The discussion of recent developments includes consolidated comparisons and, in some cases, also standalone comparisons of Banco Macro Bansud without Nuevo Banco Suquía in order to permit period-to-period comparisons, considering that Nuevo Banco Suquía was acquired in December 2004.
Net financial income
Our net financial income increased 52% to Ps.447 million during 2005 compared to Ps.295 million for 2004 on a consolidated basis.
Financial income
Our financial income increased 75% on a consolidated basis and 18% on a standalone basis. Interest income increased 147% on a consolidated basis and 55% on a standalone basis due to a higher volume of loans to the private sector. We continue to exhibit high rates of organic growth as loans to the private sector (other than overnight loans to highly rated companies that we use for liquidity management) increased 68% as of December 31, 2005 as compared to December 31, 2004. Thus, the share of our total financial income from private sector loans increased from 27% to 38% on a consolidated basis and to 35% on a standalone basis. The main driver of this growth has been medium-term loans structured for our corporate customers recorded in “Other”, which grew 89% during 2005 and consumer loans, which grew 86%.
On the other hand, income from government and private securities fell 0.4% on a consolidated basis and 15% on a standalone basis mainly driven by LEBAC results, which dropped 27% as a result of decreasing maturities and interest rates, which fell from an average of 16% in 2004 to 7% in 2005. In addition, we recorded a loss of Ps.20 million as a result of marking to market those BODEN 2012 received in 2005.
Interest on other receivables from financial intermediation increased 169% on a consolidated basis as the interest rate paid by the Central Bank for liquidity requirements for deposits rose from an average of 0.8% in 2004 to 2.5% in 2005.
Indexation by CER increased 104% on a consolidated basis and 3% on a standalone basis due to higher inflation of 11.75% during 2005 compared to 5.48% in 2004.
Finally, income from guaranteed loans increased 96% on a consolidated basis and 36% on a standalone basis as a result of increasing volumes mainly during the first six months of 2005, which averaged Ps.472 million during the first six months of 2005 compared to Ps.341 million during the same period of 2004.
Financial expense
Financial expense increased 128% on a consolidated basis and 66% on a standalone basis. On a standalone basis, the growth of financial expense is mainly explained by indexation by CER and by interest on time deposits. Indexation by CER grew both due to increasing CER-adjusted deposits, mostly owned by institutional investors (which averaged Ps.135 million in December 2004 and Ps.528 million in December 2005), and also to higher inflation during 2005.
 
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Interest on time deposits increased because of higher prevailing interest rates (for time deposits in pesos the interest rate was 3.98% in December 2004 and more than 6% in December 2005) and the increasing volume of time deposits, which grew 24% during 2005.
Provision for loan losses
Provision for loan losses increased 93% on a consolidated basis and 66% on a standalone basis for 2005 compared to 2004. The consolidated total increase of Ps.34 million is a result primarily of the expansion of our private sector lending, Ps.24 million for Banco Macro Bansud and Ps.10 million for the incorporation of Nuevo Banco Suquía.
Service charge income
Service charge income increased 96% on a consolidated basis and 25% on a standalone basis primarily due to the increase in the volume of our operations. Fees related to deposits represent 66% (Ps.200 million) of total service charge income for both 2004 and 2005 and they include provincial government agent fees (Ps.19 million), insurance fees (Ps.11 million), credit card fees (Ps.18 million), among others.
Service charge expense
Service charge expense increased 138% on a consolidated basis and 36% on a standalone basis, mainly due to higher revenues from fees for the use of credit and debit cards, ATMs, foreign trade and exchange operations and leasing services.
Net service charge income grew 88% on a consolidated basis and 23% on a standalone basis.
Administrative expenses
Administrative expenses increased 74% on a consolidated basis and 22% on a standalone basis mainly due to personnel expenses. In the case of Banco Macro Bansud, salary increases were partially offset by a small decrease in personnel. The acquisition of Nuevo Banco Suquía increased the number of personnel by approximately 70%, partially offset by lower average salaries. We maintain a policy of controlling expenses while consolidating the operations of Banco Macro Bansud and Nuevo Banco Suquía.
Net other income
Net other income increased 97% (Ps.59 million) on a consolidated basis. During 2005, we reached a final settlement with the Central Bank as to the total amount of BODEN 2012 we received. Since the final amount of compensation was Ps.11 million higher than the estimates we had recorded on December 31, 2004, we recorded Ps.11 million as a gain. Additionally we reached several agreements with past due debtors, mainly of Nuevo Banco Suquía (some of whom were regular clients of Banco Macro Bansud), and we improved its collections. All of this resulted in a reversal of Ps.12 million of provisions. In addition, Nuevo Banco Suquía had a gain of Ps.20 million on reversal of a provision in respect of an exchange for secured bonds from the city of Córdoba. Until December 2004, this loan was highly provisioned in accordance with the Central Bank’s requirements in the pre-privatization period and our initial estimates.
 
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Income tax
We accrued income tax of Ps.34 million.
Net income
Our consolidated net income for 2005 increased 36% to Ps.262.7 million from Ps.193.0 million for 2004.
SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO SIX MONTHS ENDED JUNE 30, 2004
We have also included consolidated information for Banco Macro Bansud without a line-by-line consolidation with Nuevo Banco Suquía in this discussion to permit period-to-period comparisons of Banco Macro Bansud’s results of operations without taking into account the Nuevo Banco Suquía acquisition, which we call on a standalone basis.
The following table sets forth certain components of our income statement for the six-month periods ended June 30, 2004 and 2005:
                           
    Six Months Ended June 30,
     
        Banco Macro
        Bansud
        Banco Macro   (Consolidated
        Bansud without   with Nuevo
    Banco Macro   Nuevo Banco   Banco
    Bansud   Suquía(1)   Suquía)
             
Amounts in accordance with Central Bank Rules   2004   2005   2005
 
    (in thousands of pesos) (unaudited)
Financial income
    235,850       239,992       338,221  
Financial expenses
    (71,769 )     (112,081 )     (155,977 )
                   
Gross intermediation margin
    164,081       127,911       182,244  
Provision for loan losses
    (13,236 )     (16,428 )     (34,479 )
Service charge income
    72,033       87,518       140,536  
Service charge expenses
    (11,199 )     (15,582 )     (27,874 )
Administrative expenses
    (123,715 )     (142,944 )     (205,062 )
Subtotal
    87,964       40,475       55,365  
 
Net other income
    21,443       82,041 (2)     67,159  
                   
Income before income tax
    109,407       122,516       122,524  
Income tax
    (367 )     (630 )     (630 )
Minority interest
                  (8 )
                   
 
Net income
    109,040       121,886       121,886  
                   
 
(1)     Banco Macro Bansud consolidated without line-by-line consolidation of Nuevo Banco Suquía.
(2)     Includes Nuevo Banco Suquía’s net income of Ps.47,677 thousand.
 
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Selected financial and operating data
                           
    As of June 30,
     
        Banco Macro
        Bansud
        Banco Macro   (Consolidated
        Bansud without   with Nuevo
    Banco Macro   Nuevo Banco   Banco
    Bansud   Suquía   Suquía)
             
    2004   2005   2005
 
    (in thousands of pesos)
    (unaudited)
Consolidated balance sheet
                       
Central Bank Rules:
                       
Assets
                       
Cash and due from banks
    714,443       858,920       1,143,588  
Government and private securities
    1,696,060       2,097,663       2,810,030  
Loans
                       
 
to the non-financial government sector
    367,262       419,410       701,957  
 
to the financial sector
    106,383       103,873       158,644  
 
to the non-financial private sector and residents abroad
    1,365,904       1,664,323       2,451,218  
Allowances for loan losses
    (78,363 )     (93,847 )     (173,676 )
Total assets
    5,557,872       7,178,585       9,429,226  
Liabilities and shareholders’ equity
                       
Deposits
                       
 
from the non-financial government sector
    743,059       952,836       956,319  
 
from the financial sector
    6,353       4,346       5,815  
 
from the non-financial private sector
    2,646,758       3,476,566       5,217,987  
Other liabilities from financial intermediation and other liabilities
    681,452       1,197,519       1,672,154  
Provisions
    208,063       180,765       199,900  
Total liabilities
    4,310,736       5,829,844       8,080,485  
Shareholders’ equity
    1,247,136       1,348,741       1,348,741  
 
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Financial income
Our financial income increased 43% on a consolidated basis and remained stable on a standalone basis during the six months ended June 30, 2005 as compared to the corresponding period ended in 2004. The components of our financial income during the six months ended June 30, 2005 and 2004 were as follows:
                         
    Six Months Ended June 30,
     
        Banco Macro
        Bansud
        Banco Macro   (Consolidated
        Bansud without   with Nuevo
    Banco Macro   Nuevo Banco   Banco
    Bansud   Suquía   Suquía)
             
    2004   2005   2005
 
    (in thousands of pesos) (unaudited)
Interest on cash and due from banks
    246       1,378       3,356  
Interest on loans to the financial sector
    499       2,224       2,767  
Interest on overdrafts
    11,625       13,118       25,023  
Interest on mortgage loans
    2,827       4,092       12,544  
Interest on pledge loans(1)
    306       2,614       11,789  
Interest on credit card loans
    2,565       4,997       8,204  
Interest on documents(2)
    5,041       8,394       14,412  
Interest on other loans(3)
    24,384       46,047       55,068  
Interest on other receivables from financial intermediation
    1,981       6,955       6,955  
Income from government and private securities, net
    113,727       54,353       49,123  
Indexation by CER(4)
    48,932       61,658       106,043  
Indexation by salary variation coefficient (C.V.S.)
    141       347       590  
Income from guaranteed loans(5)
    6,313       11,112       15,612  
Other(6)
    17,263       22,703       26,735  
                   
Total financial income
    235,850       239,992       338,221  
                   
 
(1) Includes primarily secured car loans.
(2) Includes factoring, check cashing advances and loans with promissory notes.
(3) Includes interest primarily on commercial loans not classified under prior headings.
(4) Includes CER accrued for all assets subject to adjustment by CER.
(5) Includes loans to the Argentine government that were issued in exchange for federal and provincial government bonds.
(6) Principally foreign exchange gains from our net asset position in U.S. dollars.
While our financial income remained stable on a standalone basis, its composition changed, primarily due to an increase in interest income derived from a higher amount of loans to the private sector. Our gross private sector loan portfolio grew from Ps.2,209.0 million at December 31, 2004 to Ps.2,451.2 million at June 30, 2005, reflecting both organic growth and the acquisition of Nuevo Banco Suquía. In addition, the amount of financial income from CER increased on a standalone basis due to inflation of 5.9% for the six months ended June 30, 2005 as compared to inflation of 2.9% for the corresponding period in 2004. These increases were offset by a decrease in the interest earned on our portfolio of LEBACs between the two periods.
The increase in our financial income on a consolidated basis reflected primarily increases in interest from private sector loans and CER, partially offset by lower interest earned on our portfolio of LEBACs.
 
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Financial expenses
Financial expenses increased 117% on a consolidated basis and 49% on a standalone basis during the six months ended June 30, 2005 as compared to the corresponding period in 2004. The components of our financial expenses for the six months ended June 30, 2005 and 2004 were as follows:
                         
    Six Months Ended June 30,
     
        Banco Macro
        Banco Macro   Bansud
        Bansud without   (Consolidated
    Banco Macro   Nuevo Banco   with Nuevo
    Bansud   Suquía   Banco Suquía)
             
    2004   2005   2005
 
    (in thousands of pesos)(unaudited)
Interest on checking accounts
    1,013       742       1,284  
Interest on savings accounts
    1,527       1,060       1,949  
Interest on time deposits
    25,816       30,899       44,428  
Interest on financing from the financial sector
    29       245       273  
Interest on other liabilities from financial intermediation(1)
    4,901       8,263       8,265  
Other interest(2)
    4,828       2,916       6,586  
Net income from options
          374       374  
Indexation by CER(3)
    15,915       45,796       67,044  
Other(4)
    17,740       21,786       25,774  
                   
Total financial expenses
    71,769       112,081       155,977  
                   
 
(1) Includes lines of credit from other banks, repurchase agreements and liquidity assistance from the Central Bank.
 
(2) Includes subordinated corporate bonds issued by us.
 
(3) Includes CER accrued for all the liabilities subject to adjustment by CER.
 
(4) Includes deposits in the form of government securities and CEDROs.
Financial expenses on a standalone basis increased primarily as a result of indexation by CER. This increase reflects three effects: (1) a substantial increase in time deposits during the period, (2) a switch from fixed-rate time deposits to CER-adjusted time deposits; and (3) higher inflation reflected in higher CER. The acquisition of Nuevo Banco Suquía further increased our time deposit base, without significantly changing its composition.
Provision for loan losses
Our provisioning policy follows in general the principles stated in Central Bank Rules, as described in “Argentine banking regulation”. The Central Bank imposes strict regulations and controls regarding credit portfolio provisioning. The Superintendancy of Financial Institutions closely supervises the bank’s compliance with these regulations, for example by requiring periodic reports that must be reviewed by the external auditors. In accordance with these rules, we classify borrowers according to the following procedure:
     •  Consumer borrowers: They are classified automatically according to the time they have been non-performing.
 
     •  Commercial borrowers: Their rating is reviewed at least annually or every time the credit line is renewed.
 
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Our review consists of analyzing the changes in the financial or economic situation of the borrower, and we also consider the outlook of the borrower’s economic sector to assess the impact of economic developments. In each review we evaluate how the borrower has performed its obligations with us and with the rest of its creditors.
The Central Bank defines the percentage of credits to be provisioned based on the borrower’s classification as determined pursuant to the process described above, taking also into consideration the quality and quantity of any guarantees. The recovery of provisions when there are settlements or rating improvements is carried out in the same way.
Generally, we do not record provisions in excess of the minimum required by current Central Bank Rules. However, the Central Bank requires provisions in excess of the minimum when the bank has specific facts with respect to a borrower to assign the borrower a higher credit risk. Generally the factors considered are related to customers’ financial position, past due status, lack of ability to pay, adjustments to the fair value of the underlying collateral or the expected future cash flows to be received, among others.
Provision for loan losses increased 160.5% on a consolidated basis and 24.1% on a standalone for the six months ended June 30, 2005 as compared to the corresponding period in 2004. The increase in the Provision for loan losses was due primarily to our acquisition of Nuevo Banco Suquía. Of the Ps.34 million of the total provision for loan losses for the six months ended June 30, 2005, Ps.18 million was attributable to the inclusion of Nuevo Banco Suquía in our consolidated financial statements. The increase for Banco Macro Bansud on a standalone basis is primarily as a result of the expansion of our private sector lending.
Service charge income
The following table provides a breakdown of our service charge income by category for the six months ended June 30, 2005 and 2004:
                         
    Six Months Ended June 30,
     
        Banco Macro
        Banco Macro   Bansud
        Bansud without   (Consolidated
    Banco Macro   Nuevo Banco   with Nuevo
    Bansud   Suquía   Banco Suquía)
             
    2004   2005   2005
 
    (in thousands of pesos) (unaudited)
Related to lending transactions
    3,328       5,019       8,218  
Related to deposits
    46,713       54,063       93,484  
Other fees
    3,185       3,084       6,340  
Other(1)
    18,807       25,352       32,494  
                   
Total service charge income
    72,033       87,518       140,536  
                   
 
(1)     Primarily credit card and debit card fees.
Service charge income on a standalone basis increased 23%, while on a consolidated basis it increased 95%, primarily due to an increase in the volume of our operations. Nuevo Banco Suquía has four times the number of fee-generating checking accounts as Banco Macro Bansud, while Banco Macro Bansud has a high percentage of no fee Plan Sueldo savings accounts. In addition, Nuevo Banco Suquía has a larger volume of commissions related to sales of insurance policies.
 
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Service charge expenses
                         
    Six Months Ended June 30,
     
        Banco Macro
        Banco Macro   Bansud
        Bansud without   (Consolidated
    Banco Macro   Nuevo Banco   with Nuevo
    Bansud   Suquía   Banco Suquía)
             
    2004   2005   2005
 
    (in thousands of pesos) (unaudited)
Fees
    1,968       4,917       14,553  
Other
    9,231       10,665       13,321  
                   
Total service charge expenses
    11,199       15,582       27,874  
                   
Total service charge expenses on a standalone basis increased 39%, while on a consolidated basis they increased 149%. The primary component of service charge expense is credit and debit card processing fees and increases reflect increased credit card lending. More recently, we have negotiated more favorable credit card terms with providers as we have benefited from our increased scale. In addition, Nuevo Banco Suquía has a higher sales of insurance policies and the commissions paid are recorded in service charge expense.
Administrative expenses
                         
    Six Months Ended June 30,
     
        Banco Macro
        Banco Macro   Bansud
        Bansud without   (Consolidated
    Banco Macro   Nuevo Banco   with Nuevo
    Bansud   Suquía   Banco Suquía)
             
    2004   2005   2005
 
    (in thousands of pesos) (unaudited)
Personnel expenses
    65,058       74,015       116,750  
Directors’ and statutory auditors fees
    3,977       10,117       10,627  
Other professional fees
    8,062       8,853       10,028  
Advertising and publicity
    3,451       5,666       6,852  
Taxes
    1,663       3,386       3,705  
Other operating expenses(1)
    36,781       36,993       50,637  
Other
    4,723       3,914       6,463  
                   
Total administrative expenses
    123,715       142,944       205,062  
                   
 
(1) Depreciation and amortization and other general expenses.
Increases in administrative expenses primarily reflect increases in personnel expenses. In the case of Banco Macro Bansud, salary increases were partially offset by a small decrease in personnel. The acquisition of Nuevo Banco Suquía increased the number of personnel by approximately 70%, partially offset by lower average salaries. See “Business— Employees.”
Net other income
During the first six months of 2005, we reached a final settlement with the Central Bank as to the total amount of BODEN 2012 we are to receive. Since the final amount of compensation was
 
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Ps.11 million higher than the estimates we had recorded on December 31, 2004, we recorded Ps.11 million as a gain.
Nuevo Banco Suquía recorded additional provisions as a result of preparations for its privatization, which started with the public auction. The Central Bank had permanent supervision of Nuevo Banco Suquía and required several valuation adjustments before transferring the shares to us in December 2004. At that time, several extraordinary factors affected the recovery estimates, including:
the poor performance of Nuevo Banco Suquía’s debtors due to its special situation (Nuevo Banco Suquía was temporarily managed by Banco de la Nación Argentina) and the flexible recovery policy applied after the crisis; and
 
the lack of detailed information on the status of loans and their guarantees.
During the first six months of 2005 we made several agreements with past due debtors, mainly of Nuevo Banco Suquía (some of whom were regular clients of Banco Macro Bansud), and we improved collections from the bank. All of this resulted in a reversal of Ps.11 million of provisions.
In addition, Nuevo Banco Suquía had a gain of Ps.20 million on reversal of a provision in respect of an exchange for secured bonds (BOGARs) from the city of Córdoba. Until December 2004, this loan was highly provisioned in accordance with the Central Bank’s requirements in the pre-privatization period and our initial estimates. During the first half of 2005, we settled with the city of Córdoba by which they canceled the loan with BOGARs.
Under Central Bank Rules, reversals of loan loss provisions are recorded as income instead of being netted against loan loss provision expense, and thus the provision and any reversals are grossed up. Under U.S. GAAP, these reversals would be considered in the overall evaluation of the adequacy of the total allowance for loan losses (balance sheet) and thus would be netted against the loan loss provision expense recorded for the period.
The reversals recorded by us took into account the economic conditions of the debtor and the probable losses estimated as of December 31, 2004. During the six-month period ended June 30, 2005, as a consequence of the changes in the economic situation of such clients and the negotiations we had with these clients, lower levels of allowances were determined to be necessary. Therefore, taking into account that these are new events, the reversals were considered in results of operations for the six-month period ended June 30, 2005.
Finally, in both periods there is amortization of negative goodwill of Ps.36.6 million for each of the six-month periods ended June 30, 2004 and 2005, stemming from the acquisition of Banco Bansud.
Income tax
During the two periods, we recorded losses for income tax purposes. As a result, only income taxes for our subsidiaries were recorded, primarily because Argentine income tax law takes into account losses from marking to market the value of the government securities portfolio, while Central Bank Rules do not.
Net income
Our consolidated net income increased 11.8%. Our volumes of financial intermediation increased while gross intermediation margins in Banco Macro Bansud on a standalone basis declined, reflecting the decline in financial intermediation margins for the financial system as a whole, partially offset by an increase in net service charge income reflecting volume increases and the acquisition of Nuevo Banco Suquía.
 
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YEAR ENDED DECEMBER 31, 2004 COMPARED TO DECEMBER 31, 2003 AND YEAR ENDED DECEMBER 31, 2003 COMPARED TO DECEMBER 31, 2002
The following table sets forth certain components of our income statement for the years ended December 31, 2002, 2003 and 2004. Our results of operations in 2004 include results from Nuevo Banco Suquía only from December 22, 2004 to year-end.
                           
    Year ended December 31,
     
    2002(1)   2003(1)   2004
 
    (in thousands of pesos)
Financial income
    1,623,349       419,900       427,900  
Financial expenses
    (515,184 )     (241,152 )     (133,204 )
                   
Gross intermediation margin
    1,108,165       178,748       294,696  
Provision for loan losses
    (117,767 )     (35,009 )     (36,467 )
Service charge income
    137,756       125,722       154,425  
Service charge expenses
    (30,649 )     (20,005 )     (24,963 )
Administrative expenses
    (260,175 )     (221,796 )     (254,980 )
Net other income
    29,621       177,365       60,938  
                   
Income before income tax
    866,951       205,025       193,649  
Income tax
    (3,601 )     (833 )     (672 )
Monetary loss
    (291,238 )     (4,343 )      
Minority interest
    2              
                   
 
Net income
    572,114       199,849       192,977  
                   
 
(1) In constant pesos as of February 28, 2003.
 
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The following table sets forth certain components of our balance sheet for the years ended December 31, 2002, 2003 and 2004 average interest rates for the same period.
                                                 
    2002   2003   2004
             
        Average       Average       Average
    Average   nominal   Average   nominal   Average   nominal
    balance   rate   balance   rate   balance   rate
 
    (in millions of pesos)
Government securities
    513       27.56 %     1,302       21.36 %     1,819       10.41 %
Private Sector Loans
    801       31.18 %     606       14.34 %     1,272       9.96 %
Public Sector Loans
    513       29.47 %     468       3.87 %     381       9.11 %
Deposits with the Central Bank
    146       2.38 %     321       0.64 %     81       4.60 %
Other assets
    1,287       18.33 %     993       3.28 %     836       3.17 %
                                     
Total interest-earning assets
    3,261       23.97 %     3,691       11.32 %     4,390       8.68 %
Total non interest-earning assets
    544             666             1,316        
                                     
Total assets
    3,804             4,357             5,706        
                                     
Savings accounts
    257       2.42 %     179       1.83 %     299       1.06 %
Certificates of deposits
    661       41.69 %     1,363       8.27 %     1,929       3.27 %
Borrowing from the Central Bank
    1       35.82 %     0.427       3.04 %     10       9.11 %
Borrowings from other financial institutions
    203       3.80 %     128       20.07 %     103       4.37 %
Liability for future acquisitions of BODEN
    119       80.81 %     227       4.17 %     215       6.65 %
Other liabilities
    311       34.37 %     336       4.20 %     555       2.85 %
                                     
Total interest-bearing liabilities
    1,551       31.76 %     2,233       7.40 %     3,111       3.27 %
Demand deposits
    222             318             767        
Other liabilities
    1,301             857             648        
Minority interest
                                   
                                     
Total non-interest-bearing liabilities
    1,523             1,175             1,415          
                                     
Total liabilities
    3,074             3,408             4,526          
                                     
Shareholders’ equity
    730             949             1,180        
                                     
 
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Financial Income
Our financial income increased 2% in 2004 as compared to 2003 and decreased 74% in 2003 as compared to 2002. The components of our financial income for the years ended December 31, 2004, 2003 and 2002 were as follows:
                         
    Year ended December 31,
     
    2002(1)   2003(1)   2004
 
    (in thousands of pesos)
Interest on cash and due from banks
    3,658       1,892       1,570  
Interest on loans to the financial sector
    15,927       1,819       3,327  
Interest on overdrafts
    75,767       21,731       25,970  
Interest on mortgage loans
    14,001       6,794       6,887  
Interest on pledge loans(2)
    3,501       1,727       1,641  
Interest on credit card loans
    22,425       7,832       6,011  
Interest on documents(3)
    10,007       9,804       11,523  
Interest on other loans(4)
    32,638       29,383       61,763  
Interest on other receivables from financial intermediation
    8,804       1,971       5,611  
Income from government and private securities, net
    298,347       303,500       156,794  
Indexation by benchmark stabilization coefficient (CER)(5)
    254,718       19,118       91,435  
Indexation by salary variation coefficient (CVS)
          24       508  
Income from guaranteed loans(6)
    24,820       4,183       14,600  
Other(7)
    858,736       10,122       40,260  
                   
Total financial income
    1,623,349       419,900       427,900  
                   
 
(1) In constant pesos as of February 28, 2003.
 
(2) Includes primarily secured car loans.
 
(3) Includes factoring, check cashing advances and loans with promissory notes.
 
(4) Includes interest on loans not classified under prior headings.
 
(5) Includes CER accrued for all the assets subject to adjustment by CER.
 
(6) Includes loans to the Argentine government that were issued in exchange for federal and provincial government bonds.
 
(7) Principally foreign exchange gains from our net asset position in U.S. dollars.
2004 and 2003. Our financial income in 2004 remained stable as compared to 2003; however, its composition changed. Income from government securities decreased by almost Ps.147 million due to less trading in and lower returns on LEBACs. The increase in financial income resulting from CER indexation was due to our increased stock of government securities indexed by CER (mainly guaranteed loans and Central Bank bills and notes) and an increase in the CER by 5.5% in 2004. Government securities (LEBACs, NOBACs, and BOGARs) and guaranteed loans accounted for more than 90% of our financial income resulting from CER indexation. Interest on “other loans” (commercial loans not included in other categories) increased by Ps.32 million, reflecting a 110% increase. The increase in “Other” financial income was principally due to exchange rate differences arising from our long position in U.S. dollars and the higher volume of trading in U.S. dollars. We believe that the quality of the composition of our financial income improved during 2004 because of the increased share of our financial income deriving from private sector loans (increasing from 20% in 2003 to 29% in 2004) and a corresponding reduction in the proportion of our income derived from government and private securities (which decreased from 72% in 2003 to 37% in 2004).
 
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2003 and 2002. Our financial income in 2003 was substantially lower than our financial income in 2002 reflecting primarily the impact of the inflation adjustment on our 2002 results. Government and private securities accounted for 72% of total financial income in 2003 due to the very high interest rates on government securities, in particular LEBACs (the average interest rate of which was 25.5%) and trading gains. Private credit demand remained moderate. We invested our excess liquidity in LEBACs as a result of low credit demand in the private sector, increasing our stock of LEBACs by Ps.1,359 million during 2003, for a total stock of Ps.1,925 million at the end of 2003. The high level of financial income in 2002 was the result of our net position in U.S. dollars at the end of 2002 and the mark to market at the high U.S. dollar to peso exchange rate. In addition, we realized trading gains in U.S. dollars. Our strong U.S. dollar position in 2002 was due to our acquisition of Banco Bansud. See “— Principal Trends Affecting Our Business— Acquisitions.” In addition, in 2002 we registered in “financial income from government and private securities— net,” amounts related to the compensation given by the government for the effects of the asymmetric pesification. In 2003, the value of the U.S. dollar declined and is reflected in financial expense. We generated lower trading gains in 2003 compared to 2002 as the demand for U.S. dollars decreased. Indexation by CER decreased in 2003 by Ps.235 million as the CER index increased only 3.7% in 2003 as compared to 40.5% in 2002. Finally, inflation adjustments did not materially affect our financial income during 2003, as inflation adjustments ended on February 28, 2003.
Financial expenses
Financial expenses decreased 45% in 2004 as compared to 2003 and 53.2% in 2003 as compared to 2002. The components of our financial expenses for the years ended December 31, 2004, 2003 and 2002 were as follows:
                         
    Year ended December 31,
     
    2002(1)   2003(1)   2004
 
    (in thousands of pesos)
Interest on checking accounts
    3,524       2,759       2,335  
Interest on savings accounts
    6,214       3,269       3,161  
Interest on time deposits
    62,796       84,979       49,253  
Interest on financing from the financial sector
    4,258       3,342       79  
Interest on other liabilities from financial intermediation(2)
    18,022       2,528       9,959  
Other interest(3)
    34,819       20,598       9,646  
Net loss from options
          803       5  
Indexation by CER(4)
    355,898       41,551       25,336  
Other(5)
    29,653       81,323       33,430  
                   
Total financial expenses
    515,184       241,152       133,204  
                   
 
(1) In constant pesos as of February 28, 2003.
 
(2) Includes lines of credit from other banks, repurchase agreements and liquidity assistance from the Central Bank.
 
(3) Includes subordinated corporate bonds issued by us.
 
(4) Includes CER accrued for all the liabilities subject to adjustment by CER.
 
(5) Includes deposits in the form of government securities and CEDROs.
2004 and 2003. Our financial expenses decreased in 2004 as compared to 2003 primarily as a result of a decline in average interest rates on time deposits from 8.3% in 2003 to 3.3% in 2004, the
 
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continued decrease in our stock of CEDROs, which reduced CER indexation expense by Ps.6 million, and the lower exchange rate loss recorded under “Other” financial expenses in 2003 due to a rise in the value of the peso.
2003 and 2002. In 2003, our financial expenses decreased primarily due to the elimination of inflation adjustments beginning in February 2003 and a lower CER adjustment due to a lower stock of CEDROs (the stock of which had decreased to Ps.88 million at the end of 2003). “Other” financial expenses for 2003 included the exchange rate loss described above and an additional adjustment of Ps.11.5 million relating to a liability with Argentina’s export credit agency. Financial expenses in 2003 were also affected by an Ps.85 million increase in interest paid on time deposits as a result of the increase in time deposits from an average of Ps.661 million during 2002 to an average of Ps.1,363 million in 2003, offset by a significant decline in average interest rates from 41.7% to 8.3%.
Our financial expenses of Ps.515.2 million in 2002 were very high due primarily to the inflation adjustment. The CER indexation (which increased by 40.5% in 2002) was further adjusted by inflation and, as a result, accounted for 69% of our total financial expenses. The increase in our CER adjustment was due to an increase in our stock of CEDROs, and the liability to the Central Bank to acquire BODEN 2012 from the government.
Provision for loan losses
We increased our provisions for loan losses in 2002, reflecting our concern about the quality of our loan portfolio during the crisis. In 2003 and 2004, our provisions returned to lower levels, reflecting adequate provisions in the prior year, as well as the beginning of a new credit cycle. For a description of our loan loss provisioning policy, see “—Six months ended June 30, 2005 compared to six months ended June 30, 2004—Provision for loan losses”.
Service charge income
The following table provides a breakdown of our service charge income by category for the years ended December 31, 2004, 2003 and 2002:
                         
    Year ended December 31,
     
    2002(1)   2003(1)   2004
 
    (in thousands of pesos)
Service charges on deposit accounts
    97,960       82,529       99,537  
Debit and credit card income
    10,793       18,552       23,277  
Other fees related to foreign trade
    6,327       4,926       5,789  
Credit-related fees
    933       3,978       7,867  
Capital markets and securities activities
    847       727       788  
Lease of safe-deposit boxes
    1,612       2,643       2,816  
Fees related to guarantees
    991       655       675  
Other(2)
    18,293       11,712       13,676  
                   
Total service charge income
    137,756       125,722       154,425  
                   
 
(1) In constant pesos as of February 28, 2003.
 
(2) Includes insurance income.
The primary component of our service income is our charge on deposits accounts, which represented 64% of our total service charge income in 2004. In 2004, service charge income increased primarily due to an increase in overall deposits and, to a lesser degree, to an increase in debit and credit card
 
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income and our financial agency services to three Argentine provincial governments (revenues from which increased from Ps.23 million in 2003 to Ps.27 million in 2004) and credit-related fees, which increased from Ps.4 million in 2003 to Ps.8 million in 2004. The inflation adjustment affected our level of service income during 2002, limiting a direct comparison with our service income in 2003 and 2004.
Service charge expenses
Service charge expenses include gross receipts tax levied by the City of Buenos Aires and certain Argentine provinces and credit card companies’ fees. In 2004, service charges increased by 24.8%, reflecting an increase in the volume of our operations. The elimination of inflation indexation in February 2003 explains the decrease in service charge expenses in 2003 as compared to 2002. Setting aside the effects of inflation indexation, service charge expenses declined from approximately Ps.23 million in 2002 to Ps.20 million in 2003 because of lower gross taxes.
Administrative expenses
The components of our operating expenses for the years ended December 31, 2004, 2003 and 2002 are reflected in the following table:
                           
    Year ended December 31,
     
    2002(1)   2003(1)   2004
 
    (in thousands of pesos)
Personnel expenses
    144,116       112,493       132,910  
Directors and statutory auditors fees
    7,126       5,608       5,861  
Other professional fees
    14,257       15,560       16,729  
Advertising and publicity
    2,891       5,991       12,048  
Taxes
    3,480       3,175       3,353  
Bank premises and equipment depreciation
    21,126       16,619       16,442  
Amortization of organization and development expenses
    15,921       15,131       13,595  
Maintenance, conservation and repair expenses
    7,937       9,124       11,504  
Security services
    8,078       8,473       10,086  
Electric power and communications
    11,161       9,388       9,206  
Lease payments
    5,344       4,255       4,514  
Insurance
    3,146       4,195       4,079  
Stationery and office supplies
    4,705       3,806       3,837  
Other
    10,887       7,978       10,816  
                   
 
Total administrative expenses
    260,175       221,796       254,980  
                   
 
(1) In constant pesos of February 28, 2003.
Personnel expenses account for the majority of our total operating expenses. Our operating expenses increased in 2004 as compared to 2003 due to salary increases and increased severance payments, partially offset by a reduction in our average work force. Our personnel expenses in 2003 decreased as compared to 2002 due to the end of the inflation adjustment. Following our merger with Banco Bansud in 2002 and the acquisition of Nuevo Banco Suquía in 2004, our operating expenses were also affected by increased advertising expenses, which rose from Ps.3 million in 2002 to Ps.6 million in 2003 and to Ps.12 million in 2004.
 
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Net other income
Our net other income has included since 2002 the amortization over a five-year period, at a rate of Ps.73 million per year, of Ps.366 million of negative goodwill relating to our acquisition of Banco Bansud to reflect the difference between the purchase price and the book value of the net assets acquired. The amortization of this liability gave rise to income. In 2004, we recorded a provision of Ps.42 million to reflect the possibility that we will have to make a payment in respect of a liability that we contended was pesified. In 2003, we reversed an obligation to Banamex for Ps.65 million relating to our acquisition of Banco Bansud from Banamex.
Additionally, in 2003 we reviewed our loan and contingent liabilities portfolio, and, as a result, we reversed provisions by Ps.47 million, which is recorded in net other income.
Income tax
During the period between 2002 and 2004, we recorded losses for purposes of income tax. As a result, only income taxes for our subsidiaries, primarily Macro Securities S.A. Sociedad de Balsa, formerly Sud Valores, have been recorded. In 2002, Banco Bansud’s income tax totaled Ps.3.2 million.
Monetary loss
Our monetary loss during 2002 and the first two months of 2003 related to losses generated by inflation on our net monetary position during those periods. From March 1, 2003, this calculation was no longer made due to the end of inflation accounting.
Net income
Our net income declined 3.5% from 2003 to 2004, reflecting primarily an increase in gross intermediation margin more than offset by a decline in net other income. Our net income declined 65.1% from 2002 to 2003 reflecting the effect of the substantial devaluation of the peso on our net asset position in U.S. dollars, partially offset by the impact of inflation on our net monetary position.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and capital resources
Our main source of liquidity consists of deposits, which totaled Ps.6,565 million as of December 31, 2005. These deposits include deposits generated by our branch network, from institutional and very large corporate clients and from provincial governments for whom we act as financial agent. We consider the deposits generated by our branch network and the provincial deposits to be stable.
Additionally, in January 2005, we obtained a US$50 million loan from Credit Suisse First Boston with an 18-month term at LIBOR plus 2.7%. We have also drawn down freely available lines of credit with eight foreign banks totaling US$42 million and additional lines for the issuance of letters of credit for unspecified amounts with 20 additional banks worldwide.
Funding kept increasing at a fast pace during 2005 mainly driven by the increase in total deposits, which grew 23% during the year. These deposits were used primarily for financing the growth in credit for the private sector, with the remainder being invested in profitable liquid assets, such as LEBACs and NOBACs, short term loans to highly rated companies, Central Bank repurchase obligations and cash. This approach has enabled us to maintain a high liquidity to deposits ratio of 60% as of December 31, 2005 while awaiting a return to stronger demand for private sector loans.
 
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In September 2005, the government delivered the remaining BODEN that were pending settlement. We have taken advantage of higher market prices of Argentine public debt to sell a significant share of our holdings of government bonds (mainly BOGAR) and the resulting additional liquidity has been invested in LEBAC. Due to the continued attractiveness of LEBAC returns during 2005, we have shifted our liquidity to these instruments, increasing our holdings from Ps.519 million at December 31, 2004 to Ps.2,240 million at December 31, 2005. Thus our exposure to the public sector net of Central Bank bills decreased to 15% of total assets by the end of December 2005, well below the financial system’s average of 33%.
The CFO manages the excess liquidity by analyzing interest rates from a limited number of liquid and short-term assets including Central Bank Bills, deposits with the Central Bank and overnight loans to highly rated companies. The amount allocated to overnight loans is determined by the amount of deposits received from institutional investors, and as such, there is a high degree of volatility in our overnight allocations.
We have developed a program to manage our liquidity by securitizing personal loans, most recently through the Macro Personal Financial Trust V, which was created in May 2005. We sold personal loans to the trust totaling Ps.70 million and sold trust certificates totaling Ps.51 million prior to December 31, 2005.
We believe that we have adequate working capital to meet our current and reasonably foreseeable needs. At December 31, 2005, we had excess capital of Ps.1,126 million (208% of minimum capital requirement). Nevertheless, we believe that as the demand for credit grows and our loan portfolio expands, we will need to continue to expand our capital resources. In addition, we would expect to need additional capital resources to take advantage of strategic acquisitions.
 
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Minimum capital requirements
Our excess capital (representing the amount in excess of minimum reserve requirements of the Central Bank) is as set forth in the table below:
                           
    As of December 31,
     
    2003(1)   2004   2005
     
    (in thousands of pesos, except
    ratios and percentages)
Calculation of excess capital:
                       
 
Allocated to assets at risk
    78,554       165,757       251,394  
 
Allocated to Bank premises and equipment, intangible assets and equity investment assets
    60,482       47,309       64,247  
 
Market risk
    43,241       19,607       21,011  
 
Interest rate risk
    20,449       7,034       15,136  
 
Public sector and securities in investment account
    7,262       11,073       14,296  
                   
 
Required minimum capital under Central Bank Rules
    209,988       250,780       366,084  
                   
 
Basic net worth
    1,026,205       1,064,325       1,226,908  
 
Complementary net worth
    128,032       186,093       243,124  
 
Deductions
    179,548       110,819       21,638  
                   
 
Total capital under Central Bank Rules
    1,333,785       1,361,237       1,491,670  
                   
 
Excess capital
    1,123,797       1,110,457       1,125,586  
                   
Selected capital and liquidity ratios:
                       
 
Regulatory capital/risk weighted assets
    43.79 %     35.71 %     31.03 %
 
Average shareholders’ equity as a percentage of average total assets
    21.78 %     20.67 %     14.25 %
 
Total liabilities as a multiple of total stockholders’ equity
    3.47 x     6.00 x     5.37 x
 
Cash as a percentage of total deposits
    22.27 %     25.80 %     18.11 %
 
Liquid assets as a percentage of total deposits(2)
    65.12 %     53.69 %     63.68 %
 
Loans as a percentage of total assets
    20.91 %     32.68 %     36.12 %
 
(1) In constant pesos as of February 28, 2003.
 
(2) Liquid assets include cash, cash collateral, LEBACs, NOBACs, and interbanking loans. Since 2004, we include overnight loans to highly rated companies.
We believe that our capital resources are sufficient for our present requirements on an individual and a consolidated basis.
MARKET RISK
Market risk is the risk of loss arising from fluctuations in financial markets variables, such as interest rates, foreign exchange rates and other rates or prices. This risk is a consequence of our lending, trading and investments businesses and mainly consists of interest rate risk and foreign exchange risk.
We evaluate, upgrade and improve market risks measurements and controls on a daily basis. In order to measure significant market risks (whether they arise in trading or non-trading portfolios), we use the value at risk methodology, or VaR. This methodology is based on statistical methods that take into account many variables that may cause a change in the value of our portfolios, including interest rates, foreign exchange rates, securities prices, volatility and any correlation among them. VaR is an estimation of potential losses that could arise from reasonably likely adverse changes in market conditions. It expresses the maximum amount of loss expected (given a confidence interval) over a specified time period, or “time horizon,” if that portfolio were held unchanged over that time period.
 
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All VaR models, while forward-looking, are based on past events and are dependent upon the quality of available market data. The quality of our VaR models is therefore continuously monitored. As calculated, VaR is an estimate of the expected maximum loss in the market value of a given portfolio over a five-day time horizon at a one-tailed 99% confidence interval. We assume a five-day holding period and adverse market movements of 2.32 standard deviations as the standard for risk measurement and comparison.
The following table and graph shows the five-day 99% confidence VaR for our combined trading portfolios for 2004 (in millions of pesos):
         
Minimum
    8.5  
Maximum
    40.4  
Average
    19.8  
As of December 31, 2004
    33.8  
Daily Evolution of VaR—2004
DAILY EVOLUTION GRAPH
Over the course of 2004 we had an average VaR of 19.8.
In order to take advantage of good trading opportunities, we have sometimes increased risk; however during periods of uncertainty, we have also reduced it. The main source of our VaR is our fixed rate securities portfolio.
In December 2004, we acquired Nuevo Banco Suquía and this acquisition had an impact on VaR levels, as the graph above indicates.
Interest rate risk
Interest rate risk is the effect on our net interest income of fluctuations of market interest rates. Sensitivity to interest rates arises in our normal course of business as the repricing characteristics of our interest-earning assets do not necessarily match those of our interest-bearing deposits and other borrowings. The repricing structure of assets and liabilities is matched when an equal amount of assets and liabilities are repriced for any given period. Any excess of assets or liabilities over these matched items results in a gap or mismatch.
 
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Our interest rate sensitivity analysis measures the risk arising from the different sensitivities of assets and liabilities when interest rate changes occur. It covers all the assets and liabilities, excluding tradeable portfolios. In this case, our VaR model or maximum potential loss in the net economic value of the portfolio of assets and liabilities due to interest rate risk increases, considering a three-month time horizon and a confidence level of 99%.
Our methodology also captures the real interest rate risk, that is the risk arising from the mismatch produced as a consequence of an imperfect correlation between inflation rate movements and financing interest rate variations.
The following chart shows the three-month 99% confidence VaR for our combined trading portfolios for 2004 (in millions of pesos):
         
Minimum
    2.9  
Maximum
    16.5  
Average
    8.4  
As of December 31, 2004
    3.4  
Our gap position refers to the mismatch of interest-earning assets and interest-bearing liabilities and is described in the table below.
The negative gap of Ps.511 million in the 1-year term is mainly explained by the maturity of certificates of deposits, which are our most significant liability. Even though in contractual terms their maturities are less than one year, 78% of certificates of deposits consist of retail deposits (50% of total deposits) and public sector deposits (28% of total deposits) that represent a very stable funding base. Hence, in practice their actual maturity is longer.
 
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The following table shows our exposure to a positive interest rate gap:
                                         
    Remaining Maturity at December 31, 2004
     
    0-1 Year   1-5 Years   5-10 Years   Over 10 Years   Total(2)
 
    (In thousands of pesos, except percentages)
Interest-earning assets
                                       
Interest-bearing deposits in Central Bank
    625,915       0       0       0       625,915  
Interest-bearing deposits in other banks
    418,279       0       0       0       418,279  
Government Securities
    856,636       527,532       358,427       336,964       2,079,559  
Goods in financial leasing
    0       47,033       13,830       59       60,922  
Loans to the Public Sector(1)
    52,090       116,220       410,873       230,394       809,577  
Loans to the Private and Financial Sector(1)
    1,720,034       510,589       54,747       5,438       2,290,808  
Other Assets
    49,868       15,864       340       86,518       152,590  
                               
Total Interest-Earning Assets
    3,722,822       1,217,238       838,217       659,373       6,437,650  
                               
Interest-bearing liabilities
                                       
Savings
    (842,270 )     0       0       0       (842,270 )
Certificates of Deposits
    (2,849,620 )     (417 )     (10 )     (2 )     (2,850,049 )
Investments Accounts
    (48,858 )     (126 )     0       0       (48,984 )
Subordinated corporate bonds
    (7,810 )     (7,991 )     (615 )     0       (16,416 )
Liabilities with Central Bank
    (172,806 )     (276,128 )     (53,433 )     0       (502,367 )
Liabilities with local financial companies
    (32,730 )     (8,400 )     (14,945 )     (14,187 )     (70,262 )
Liabilities with Banks and international organizations
    (13,248 )     (1,650 )     0       0       (14,898 )
Other Liabilities
    (266,754 )     (96,686 )     (72,514 )     0       (435,954 )
                               
Total Interest-Bearing Liabilities
    (4,234,096 )     (391,398 )     (141,517 )     (14,189 )     (4,781,200 )
                               
Asset/ Liability Gap
    (511,274 )     825,840       696,700       645,184       1,656,450  
Cumulative Asset/ Liability Gap
    (511,274 )     315,566       1,011,266       1,656,450          
Cumulative sensitivity gap as a percentage of total interest-earning assets
    (7.94 )%     4.89 %     15.71 %     25.73 %        
Additionally, the following tables detail our exposure to an interest rate gap, including CER-adjusted securities, which may differ from ordinary interest rate securities behavior. We maintain a positive gap in CER-adjusted securities represented mainly by public sector loans and bonds. Therefore, we benefit from increases in the inflation rate.
 
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The table below shows our exposure to a interest rate gap in pesos:
                                         
    Remaining Maturity at December 31, 2004
     
    0-1 Year   1-5 Years   5-10 Years   Over 10 Years   Total(2)
 
    (in thousands of pesos, except percentages)
Interest-earning assets in national currency
                                       
Interest-bearing deposits in Central Bank
    369,624       0       0       0       369,624  
Interest-bearing deposits in other banks
    35,035       0       0       0       35,035  
Government Securities
    831,991       476,561       332,733       329,584       1,970,869  
Goods in financial leasing
    0       47,033       13,830       59       60,922  
Loans to the Public Sector(1)
    52,090       116,220       410,873       230,394       809,577  
Loans to the Private and Financial Sector(1)
    1,396,069       480,598       48,698       5,438       1,930,803  
Other Assets
    48,706       15,849       245       76,632       141,432  
                               
Total Interest-Earning Assets
    2,733,515       1,136,261       806,379       642,107       5,318,262  
                               
Interest-bearing liabilities in national currency
                                       
Savings
    (753,400 )     0       0       0       (753,400 )
Certificates of Deposits
    (2,075,873 )     (186 )     (10 )     (2 )     (2,076,071 )
Investments Accounts
    (48,688 )     (126 )     0       0       (48,814 )
Subordinated corporate bonds
    (7,810 )     (7,991 )     (615 )     0       (16,416 )
Liabilities with Central Bank
    (172,806 )     (276,128 )     (53,433 )     0       (502,367 )
Liabilities with local financial companies
    (2,958 )     (8,400 )     (14,945 )     (14,187 )     (40,490 )
Other Liabilities
    (216,677 )     (96,686 )     (72,514 )     0       (385,877 )
                               
Total Interest-Bearing Liabilities
    (3,278,212 )     (389,517 )     (141,517 )     (14,189 )     (3,823,435 )
                               
Asset/ Liability Gap
    (544,697 )     746,744       664,862       627,918       1,494,827  
Cumulative Asset/ Liability Gap
    (544,697 )     202,047       866,909       1,494,827          
Cumulative sensitivity gap as a percentage of total interest-earning assets
    (10.24 )%     3.80 %     16.30 %     28.11 %        
 
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The table below shows our exposure to an interest rate gap in foreign currency:
                                         
    Remaining Maturity at December 31, 2004
     
    0-1 Year   1-5 Years   5-10 Years   Over 10 Years   Total(2)
 
    (In thousands of pesos, except percentages)
Interest-earning assets in foreign currency
                                       
Interest bearing deposits in Central Bank
    256,291       0       0       0       256,291  
Interest bearing deposits in other banks
    383,244       0       0       0       383,244  
Government Securities
    24,645       50,971       25,694       7,380       108,690  
Loans to the Private and Financial Sector(1)
    323,965       29,991       6,049       0       360,005  
Other Assets
    1,162       15       95       9,886       11,158  
                               
Total Interest-Earning Assets
    989,307       80,977       31,838       17,266       1,119,388  
                               
Interest-bearing liabilities in foreign currency
                                       
Savings
    (88,870 )     0       0       0       (88,870 )
Certificates of Deposits
    (773,747 )     (231 )     0       0       (773,978 )
Investments Accounts
    (170 )     0       0       0       (170 )
Liabilities with local financial companies
    (29,772 )     0       0       0       (29,772 )
Liabilities with Banks and international organizations
    (13,248 )     (1,650 )     0       0       (14,898 )
Other liabilities
    (50,077 )     0       0       0       (50,077 )
                               
Total Interest-Bearing Liabilities
    (955,884 )     (1,881 )     0       0       (957,765 )
                               
Asset/ Liability Gap
    33,423       79,096       31,838       17,266       161,623  
Cumulative Asset/ Liability Gap
    33,423       112,519       144,357       161,623          
Cumulative sensitivity gap as a percentage of total interest-earning assets
    2.99%       10.05 %     12.90 %     14.44 %        
 
(1) Loan amounts are stated before deducting the allowance for loan losses. Non-accrual loans are included with loans as interest-earning assets.
 
(2) Includes instruments issued by the Central Bank.
Foreign exchange risk
At December 31, 2004, our total net asset foreign currency position was US$208.6 million. This position is to a large extent the result of the asymmetric pesification of certain assets and liabilities, which changed the currency denomination of certain of our assets and liabilities and the compensation for the effects of the asymmetric pesification, through U.S. dollar-denominated bonds (BODEN 2012). See “Selected statistical data.”
 
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Equity and commodity price risk
Equity and commodity price risks are the risks associated with adverse movements in the value of equity securities and commodities or related indexes. We do not have any material exposure to either of them.
CONTRACTUAL OBLIGATIONS
The following table represents our contractual obligations and commercial commitments as of December 31, 2004:
                                         
    Payments due by period
     
        Less than       After
    Total   1 year   1-3 years   3-5 years   5 years
 
    (in thousands of pesos)
Central Bank
    502,367       172,806       123,693       152,435       53,433  
Banks and international organizations
    14,898       13,248       1,650              
Financing received from Argentine financial institutions
    70,262       32,730       4,758       3,642       29,132  
Other
    204,634 (1)     35,434       48,343       48,343       72,514  
Subordinated corporate bonds
    16,416       7,810       6,762       1,229       615  
                               
Total contractual cash obligations
    808,577       262,028       185,206       205,649       155,694  
                               
Commercial commitments
                                       
Lines of credit
    22,702       22,702                    
Guarantees
    92,620       63,533       13,053       1,537       14,497  
Standby letters of credit
    38,617       38,291       326              
                               
Total commercial commitments
    153,939       124,526       13,379       1,537       14,497  
                               
 
(1) Includes Ps.204.6 million of a liability that we have assumed to the Central Bank, reflecting the face value of the BODEN 2012 to be purchased at a discounted price of Ps.1.40 to US$1.00, plus CER.
CRITICAL ACCOUNTING POLICIES
Our accounting and reporting policies comply with Central Bank Rules, which differ in certain significant respects from U.S. GAAP. See note 35 to the financial statements for the year ended December 31, 2004 included in this prospectus for a reconciliation of our audited financial statements to U.S. GAAP. The preparation of our financial statements requires management to make estimates and assumptions. Our financial position and results of operations can be affected by these estimates and assumptions, which are integral to understanding our financial position.
Critical accounting policies are those policies that management believes are the most important to the portrayal of our financial condition and results of operations, and require management to make estimates that are subjective or complex. Most accounting policies are not considered by management to be critical accounting. Several factors are considered in determining whether or not a policy is critical in the preparation of our financial statements. These factors include, among others, whether the estimates are material to our financial statements, the nature of the estimates, the ability to readily validate the estimates with other information including information from third-parties or available prices, and sensitivity of the estimates to changes in economic conditions and whether alternative accounting methods may be utilized under Central Bank Rules. Significant accounting policies are discussed in note 4 to our audited consolidated financial statements.
 
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Loan loss reserve
The loan loss reserve represents the estimate of probable losses in the loan portfolio. Determining the loan loss reserve requires significant management judgments and estimates including, among others, identifying impaired loans, determining customers’ ability to pay and estimating the fair value of underlying collateral or the expected future cash flows to be received. Actual events will likely differ from the estimates and assumptions used in determining the loan loss reserve. Additional loan loss reserve could be required in the future.
The loan loss reserve is maintained in accordance with the Central Bank’s applicable regulatory requirements. This results from evaluating the degree of debtors’ compliance and the guarantees and collateral supporting the respective transactions.
Increases in the reserve are based on the deterioration of the quality of existing loans, while decreases in the reserve are based on regulations requiring the write-off of non-performing loans classified as “non-recoverable” after a certain period of time and on management’s decisions to write off non-performing loans evidencing a very low probability of recovery.
Under the Central Bank Rules, a minimum loan loss reserve is calculated primarily based upon the classification of commercial loan borrowers and upon delinquency aging (or the number of days the loan is past due) for consumer and housing loan borrowers. Although we are required to follow the methodology and guidelines for determining the minimum loan loss reserve, as set forth by the Central Bank, we are allowed to establish additional loan loss reserve.
For commercial loans, we are required to classify all commercial loan borrowers. In order to classify them, we must consider different parameters related to each of those customers. In addition, based on the overall risk of the portfolio, we consider whether or not additional loan loss reserves in excess of the minimum required are warranted.
For the consumer loan portfolio, we classify loans based upon delinquency aging, consistent with the requirements of the Central Bank. Minimum loss percentages required by the Central Bank are also applied to the totals in each loan classification.
We register provisions after evaluating the loan portfolio in terms of delay (for consumer loans) or constant surveillance (for commercial loans). This process determines whether an increase or decrease in charges for non-performing loans is required based on our estimate of whether the credit is worsening or improving, or whether the loan is repaid. Our loan loss charges have been historically stable (absent the impact of the Argentine crisis), accommodating qualitative and quantitative changes in the composition of our loan portfolio. We believe that, as a result of the stabilization of the macroeconomic environment, there will not be substantial changes in the assumptions we will make to determine the allowances for loan losses. As a result, we do not believe that more current information will result in our actual results being materially different from our estimates, and therefore, we do not expect the provisions for loan losses to have a significant impact on our net income.
In addition, we have applied the following methods to reconcile Central Bank Rules to U.S. GAAP:
Credit card loans
We establish a reserve for credit card loans based on the past due status of the loan. All loans without preferred guarantees past due over 180 days have been reserved at 50%, in accordance with Central Bank Rules. Under U.S. GAAP, the Bank adopted a policy to charge off loans which are 180 days past due.
 
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Impaired loans—nonfinancial private sector and residents abroad
The Bank apply SFAS No. 114, “Accounting by Creditors for Impairment of a Loan” and SFAS No. 118, “Accounting by Creditors for Impairment of a Loan—Income Recognition and Disclosures” for computing U.S. GAAP adjustments. SFAS No. 114, as amended by SFAS No. 118, requires a creditor to measure impairment of a loan based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. SFAS No. 114 is applicable to all loans (including those restructured in a troubled debt restructuring involving amendment of terms), except large groups of smaller-balance homogenous loans that are collectively evaluated for impairment. Loans are considered impaired when, based on management’s evaluation, a borrower will not be able to fulfill its obligation under the original loan terms.
Interest recognition—non-accrual loans
The method applied to recognize income on loans is described in note 4.4.e of our audited consolidated financial statements. Additionally, the accrual of interest is discontinued generally when the related loan is non-performing and the collection of interest and principal is in doubt, generally after 90 days of being past due. Accrued interest remains on our books and is considered a part of the loan balance when determining the loan loss reserve.
Under U.S. GAAP, the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectibility of principal or interest, even though the loan is currently performing. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the provision for loan losses.
Certain assets receivable from the government sector
In accordance with Central Bank Rules, we classify our portfolio of government securities into trading and investment securities, unlisted government securities and securities issued by the Central Bank.
Realized and unrealized gains and losses and interest income on government securities are included as “Net Income/(Loss) from Government Securities” in our financial statements.
Guaranteed loans
We acquired additional guaranteed loans in the market and also through the business combinations described in note 35 of our audited consolidated financial statements for the years ended December 31, 2004. The difference between the cost of each acquired loan and its expected future cash flows is accounted for in accordance with PB 6—Amortization of Discounts on Acquired Loans.
Secured bonds
We have a significant amount of outstanding secured bonds to the Argentine government. Pursuant to Central Bank Rules, these loans do not require a loan loss reserve. However, beginning March 2003, Communiqué “A” 3,911 required these loans to be valued at the lower of their book value or their net present value calculated using an increasing discount rate specified by such Communiqué and supplementary rules. For more information, see note 4 to our audited consolidated financial statements.
Under U.S. GAAP, as mentioned above, and in light of the characteristics of the transaction, we considered this transaction to be in line with SFAS No. 15 “Accounting by Debtors and Creditors for Troubled Debt Restructurings.”
 
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According to SFAS No. 15, a creditor in a troubled debt restructuring involving only a modification of terms of a receivable-that is, not involving receipt of assets (including an equity interest in the debtor)-shall account for the troubled debt restructuring in accordance with the provisions of Statement No. 114.
As of December 31, 2002, considering that such assets were presented but not documented or finally accepted, as established by such exchange regulations, they were not considered as government securities.
In accordance with SFAS No. 114 “Accounting by Creditors for Impairment of a Loan”, as of December 31, 2001, and 2002, we measured impairment based on the present value of expected future cash flows discounted at the asset’s effective interest rate, with a corresponding charge to bad-debt expense or by adjusting an existing valuation allowance for the impaired assets with a corresponding charge or credit to bad-debt expense.
During 2003, we received government securities known as Secured Bonds (BOGAR), which are securities available for sale and accounted for in accordance with SFAS No. 115.
As of December 31, 2004, and 2003, these BOGAR are classified by us for U.S. GAAP purposes as available-for-sale securities and carried at fair value with the unrealized gain or loss, net of income tax, recognized as a charge or credit to equity through other comprehensive income. We used quoted market values to estimate the fair value of the BOGAR.
Income tax
In estimating accrued taxes, we assess the relative merits and risks of the appropriate tax treatment considering statutory, judicial and regulatory guidance in the context of the tax position.
Because of the complexity of tax laws and regulations, interpretation can be difficult and subject to legal judgment and given specific facts and circumstances. It is possible that, others, given the same information, may at any point reach different reasonable conclusions regarding the estimated amounts of accrued taxes.
Changes in the estimate of accrued taxes occur periodically due to changes in tax rates, interpretations of the status of examinations being conducted by various taxing authorities, and newly-enacted statutory and regulatory guidance that impact the relative merits and risks of tax positions. These changes, when they affect accrued taxes, can be material to our operating results.
As explained in note 5 to our audited consolidated financial statements, Central Bank Rules do not require the recognition of deferred tax assets and liabilities and, therefore, income tax is recognized on the basis of amounts due in accordance with Argentine tax regulations and no deferred tax and liabilities are recognized.
For purposes of U.S. GAAP reporting, the Bank applies SFAS No. 109 “Accounting for income taxes”. Under this method, income tax is recognized based on the liability method whereby deferred tax assets and liabilities are recorded for temporary differences between the financial reporting and tax basis of assets and liabilities at each reporting date. A valuation allowance is provided for the deferred tax assets to the extent that it is more likely than not that they will not be realized.
The carrying amounts of those deferred tax assets are subject to management’s judgment based on available evidence that realization is more likely than not and they are reduced, if necessary, by a valuation reserve.
 
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Management’s discussion and analysis of financial condition and results of operations
 
In the event that all or part of our net deferred tax assets in the future become realizable under U.S. GAAP, an adjustment to our deferred tax assets would be credited to income tax expense in the period when the determination was made.
Business combination
We acquire financial institutions and, in some circumstances, acquire the assets and liabilities or branches of other financial institutions. According to Central Bank Rules, such transactions are recorded considering the values of the assets acquired, which are valued according to such rules and the price paid. In the process of these acquisitions, the Bank may record intangibles.
Negative goodwill, if any, is being amortized under the straight-line method over 5 years or charged to income depending on the reasons therefor.
The Central Bank established the methods for disclosure and amortization of negative goodwill, as well as the treatment thereof in the merger process. Such amortization methods depend on the reasons that originated such negative goodwill and are summarized: (a) for differences between book and fair values of government securities and guaranteed loans over the period of convergence of these values; (b) for differences between book and current values of the loan portfolio during the effective period thereof; (c) for expected future losses, upon occurrence thereof; or (d) for differences between book and current values of nonmonetary assets, during the amortization term of these assets. Positive goodwill, if any, is amortized based on the estimated useful life.
Under U.S. GAAP a business combination occurs when an entity acquires net assets that constitute a business or acquires equity interests of one or more entities and obtains control over that entity or entities. The acquisition of all or part of a financial institution that meets the definition of a business combination shall be accounted for by the purchase method.
The cost of an acquired entity shall be allocated to the assets acquired and liabilities assumed based on their estimated fair values at date of acquisition. Prior to that allocation, the acquiring entity shall (a) review the purchase consideration if other than cash to ensure that it has been valued in accordance with the requirements; and (b) identify all of the assets acquired and liabilities assumed, including intangible assets that meet the recognition criteria, regardless of whether they had been recorded in the financial statements of the acquired entity.
The difference between the purchase price and the fair value of the net assets acquired resulted in a negative goodwill or positive goodwill. The negative goodwill can be applied to reduce on a pro rata basis the amounts assigned to the noncurrent assets acquired and the surplus, if any, is charged to income for the year. Positive goodwill, if any, should be analyzed to determine whether it is amortizable and in which periods it is amortized, or if it continues not to be amortized its recoverability is tested every year.
 
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The Argentine banking industry
The Argentine banking industry was severely impacted by the recent crisis. See “The Crisis and recovery in Argentina.” However, the current recovery has led to positive trends in the sector in terms of scale, profitability, solvency and asset quality.
CRISIS AND RECOVERY IN THE BANKING INDUSTRY
Scale
Assets and deposits have experienced an important recovery since 2001. We believe the public in general has regained confidence in the financial system, as evidenced by the growth in deposits. Total deposits increased to Ps.134,574 million as of December 2005 after declining from Ps.180,134 million as of December 2000 to Ps.75,609 million as of December 2002. However, the rebound of credit activity has been slower, with levels of private credit-to-GDP of 9.9% (and 9.1% for the year), as of December 2005, well below the 23.3% for 2000. Average annual deposit interest rates (30-day time deposits less than Ps.100,000) declined substantially from 12.2% in 2001 to 4.2% for the year ended December 31, 2005. At the same time, the average net worth of the financial system was reduced from Ps.37,533 million in 2001 to Ps.25,945 million in December 2005, while earnings, which began to fall in 1998 (Ps.1,146 million) as a consequence of the economic recession, collapsed to a system-wide loss of Ps.588 million in 2001 and Ps.19,287 million in 2002.
                                                 
    2000(1)   2001(1)   2002(1)   2003(1)   2004   2005
     
    (in millions of pesos)
Total Assets(2)
    361,847       325,720       234,860       185,740       200,179       218,453  
Total Deposits(2)
    189,405       173,414       97,111       85,758       108,151       127,382  
Gross Private Sector Loans(2)
    145,232       127,504       60,274       34,205       36,917       47,972  
 
Source: Central Bank
(1) In constant pesos as of February 28, 2003.
(2) Twelve-month average.
Profitability
In 2002, the Argentine banking system lost Ps.19,287 million in total. Out of then 100 banks in existence, only 25 recorded profits, totaling Ps.1,144 million, while the remaining 75 lost approximately Ps.20,431 million in total. Although the number of profitable banks increased to 45 and 58 in 2003 and 2004, respectively, the financial system continued having losses of Ps.5,487 million and Ps.657 million, respectively.
 
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In 2005, the Argentine banking system has shown accumulated profits of Ps.1,932 million, representing a return on equity of 7.5% and a return on assets of 0.9%.
                                                 
    2000(1)   2001(1)   2002(1)   2003(1)   2004   2005
     
Net (loss) income (1) (in millions of pesos)
    (109 )     (588 )     (19,287 )     (5,487 )     (657 )     1,932  
Return on average equity
    (0.3 )%     (1.6 )%     (57.4 )%     (23.6 )%     (3 )%     7.5 %
Return on average assets
    (0.0 )%     (0.2 )%     (8.2 )%     (3.0 )%     (0.3 )%     0.9 %
 
Source:     Central Bank
(1) In millions of constant pesos as of February 28, 2003.
Competitive landscape
There are six institutions that consistently rank in the top ten based on private sector loans, equity and private sector deposits: Banco de la Nación Argentina and Banco de la Provincia de Buenos Aires, which are both public banks, Banco Macro Bansud and Banco de Galicia y Buenos Aires, which are both domestic banks, and Banco Río de la Plata and BBVA Banco Francés, which are both foreign-owned banks. Only three of these (Banco de la Nación Argentina, Banco de la Provincia de Buenos Aires and Banco Macro Bansud) also ranked among the ten banks with the largest net income during 2005. Below are the rankings of these banks across these metrics:
                         
            Market Share
            (% share of total
            private sector
        loans for the
Private Sector Loans   Ps.   Argentine
(As of December 31, 2005)   Million   financial system)
 
  1     BANCO DE LA NACION ARGENTINA(1)     6,656       11.9 %
  2     BANCO DE LA PROVINCIA DE BUENOS AIRES(1)     5,170       9.3 %
  3     BANCO RIO DE LA PLATA S.A.      5,046       9.1 %
  4     BANCO DE GALICIA Y BUENOS AIRES S.A.      4,041       7.3 %
  5     BBVA BANCO FRANCES S.A.      3,772       6.8 %
  6     BANKBOSTON, NATIONAL ASSOCIATION     3,190       5.7 %
 
  7     BANCO MACRO BANSUD S.A.(2)     2,701       4.8 %
 
  8     CITIBANK N.A.      2,280       4.1 %
  9     HSBC BANK ARGENTINA S.A.      2,277       4.1 %
  10     BANCO HIPOTECARIO S.A.      2,078       3.7 %
        OTHER     18,501       33.2 %
                   
        TOTAL     55,713       100.0 %
                   
                         
            Market Share
            (% share of
        equity for the
Equity   Ps.   Argentine
(As of December 31, 2005)   Million   financial system)
 
  1     BANCO DE LA NACION ARGENTINA(1)     5,000       18.2 %
  2     BANCO HIPOTECARIO S.A.      2,217       8.1 %
  3     BBVA BANCO FRANCES S.A.      1,802       6.6 %
 
  4     BANCO MACRO BANSUD S.A.     1,490       5.4 %
 
  5     BANCO DE GALICIA Y BUENOS AIRES S.A.      1,389       5.1 %
  6     BANCO RIO DE LA PLATA S.A.     1,292       4.7 %
  7     BANCO DE LA PROVINCIA DE BUENOS AIRES(1)     1,282       4.7 %
  8     BANCO DE LA CIUDAD DE BUENOS AIRES(1)     1,180       4.3 %
  9     BANKBOSTON, NATIONAL ASSOCIATION     970       3.5 %
  10     BANCO DE INVERSION Y COMERCIO EXTERIOR S.A.(1)     954       3.5 %
        OTHER     9,833       35.9 %
                   
        TOTAL     27,409       100.0 %
                   
 
Source:     Central Bank
(1) Public sector banks.
 
(2) Includes the sum of Banco Macro Bansud’s plus Nuevo Banco Suquía’s financial statements from the Central Bank.
 
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            Market Share
            (% share of
            tangible assets
        for the
Tangible Assets(3)   Ps.   Argentine
(As of December 31, 2005)   Million   financial system)
 
  1     BANCO DE LA NACION ARGENTINA(1)     44,720       20.9 %
  2     BANCO DE GALICIA Y BUENOS AIRES S.A.      23,525       11.0 %
  3     BANCO DE LA PROVINCIA DE BUENOS AIRES(1)     20,827       9.7 %
  4     BBVA BANCO FRANCES S.A.      13,564       6.3 %
  5     BANCO RIO DE LA PLATA S.A.      12,619       5.9 %
 
  6     BANCO MACRO BANSUD S.A.(2)     9,418       4.4 %
 
  7     BANCO DE LA CIUDAD DE BUENOS AIRES(1)     8,942       4.2 %
  8     BANCO HIPOTECARIO S.A.      8,027       3.7 %
  9     BANKBOSTON, NATIONAL ASSOCIATION     6,836       3.2 %
  10     CITIBANK N.A.      5,599       2.6 %
        OTHER     60,295       28.1 %
                   
        TOTAL     214,371       100.0 %
                   
                         
            Market Share
            (% share of
            tangible equity
        for the
Tangible Equity(4)   Ps.   Argentine
(As of December 31, 2005)   Million   financial system)
 
  1     BANCO DE LA NACION ARGENTINA(1)     3,688       16.8 %
  2     BANCO HIPOTECARIO S.A.      2,212       10.0 %
 
  3     BANCO MACRO BANSUD S.A.     1,419       6.4 %
 
  4     BBVA BANCO FRANCES S.A.      1,200       5.4 %
  5     BANCO DE LA CIUDAD DE BUENOS AIRES(1)     1,150       5.2 %
  6     BANCO DE INVERSION Y COMERCIO EXTERIOR S.A.     952       4.3 %
  7     BANCO DE GALICIA Y BUENOS AIRES S.A.      938       4.3 %
  8     BANCO DE LA PROVINCIA DE BUENOS AIRES(1)     831       3.8 %
  9     BANCO PATAGONIA S.A.      827       3.8 %
  10     BANCO RIO DE LA PLATA S.A.     781       3.5 %
        OTHER     8,019       36.4 %
                   
        TOTAL     22,017       100.0 %
                   
 
Source:     Central Bank
(1)  Public sector banks.
 
(2)  Includes the sum of Banco Macro Bansud’s plus Nuevo Banco Suquía’s financial statements from the Central Bank.
 
(3)  Tangible equity is defined as total shareholders’ equity minus intangible assets.
 
(4)  Tangible assets is defined as total assets minus intangible assets.
 
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            Market Share
            (% share of total
            private sector
        deposits for the
Private Sector Deposits   Ps.   Argentine
(As of December 31, 2005)   Million   financial system)
 
  1     BANCO DE LA NACION ARGENTINA(1)     15,290       15.0 %
  2     BBVA BANCO FRANCES S.A.      10,606       10.4  
  3     BANCO RIO DE LA PLATA S.A.      9,484       9.3  
  4     BANCO DE LA PROVINCIA DE BUENOS AIRES(1)     8,286       8.1  
  5     BANCO DE GALICIA Y BUENOS AIRES S.A.      8,007       7.9  
 
  6     BANCO MACRO BANSUD S.A.(2)     5,737       5.6  
 
  7     BANCO DE LA CIUDAD DE BUENOS AIRES(1)     5,296       5.2  
  8     BANKBOSTON, NATIONAL ASSOCIATION     4,895       4.8  
  9     CITIBANK N.A.      4,385       4.3  
  10     HSBC BANK ARGENTINA S.A.     3,818       3.8  
        OTHER     25,889       25.5  
                   
        TOTAL     101,692       100.0  
                   
                 
Net Income   Ps.
(12 months ended December 31, 2005)   Milion
 
  1     BANCO DE LA CIUDAD DE BUENOS AIRES(1)     311  
 
  2     BANCO MACRO BANSUD S.A.(2)     263  
 
  3     BANCO HIPOTECARIO S.A.      253  
  4     BANCO DE LA PROVINCIA DE BUENOS AIRES(1)      250  
  5     BANCO DE LA NACION ARGENTINA(1)     244  
  6     BANCO PATAGONIA S.A.      235  
  7     BANCO DE GALICIA Y BUENOS AIRES S.A.      191  
  8     NUEVO BANCO SUQUIA S.A.      166  
  9     BANCO DE SAN JUAN S.A.      146  
  10     BBVA BANCO FRANCES S.A.     117  
        OTHER     (244 )
             
        TOTAL     1,932  
             
 
Source:     Central Bank
(1)  Public sector banks.
 
(2)  Includes the sum of Banco Macro Bansud’s plus Nuevo Banco Suquía’s financial statements from the Central Bank.
We were the second most profitable bank and the first most profitable among the private sector banks, measured by net income. In 2005, our return on average equity (calculated on a daily basis) was 19.7%, compared the 5.4% for private-sector banks and 7.5% of the banking system as a whole. Furthermore we had the fastest organic growth among our peers in 2004.
There is a large concentration of branches in the Buenos Aires metropolitan area, as the following table shows. We have the most extensive private-sector branch network in Argentina, and a leading regional presence in ten Provinces including Santa Fe, Córdoba, Mendoza, Entre Ríos, Río Negro,
 
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Chubut and Neuquén, in addition to Misiones, Salta and Jujuy where we are the largest bank in terms of branches.
                                         
    As of December 31, 2005
     
    Banking System   Banco Macro Bansud
         
            Market Share
            (% share of
            total number of
            branches in
Province   Branches   % of Total   Branches   % of Total   each province)
                     
Buenos Aires metropolitan area
    1,376       35.5 %     36       14.1 %     2.8 %
Buenos Aires (rest)
    604       15.6 %     16       6.3 %     2.2 %
Santa Fe
    425       11.0 %     40       16.6 %     9.4 %
Córdoba
    386       10.0 %     37       14.6 %     9.6 %
Mendoza
    133       3.4 %     12       4.7 %     9.2 %
Entre Ríos
    118       3.0 %     6       2.4 %     5.1 %
La Pampa
    106       2.7 %     2       0.8 %     1.9 %
Chubut
    72       1.9 %     4       1.6 %     5.6 %
Tucumán
    66       1.7 %     10 (1)     3.8 %     3.1 %
Chaco
    61       1.6 %     1       0.4 %     1.6 %
Corrientes
    61       1.6 %     3       1.2 %     4.9 %
Misiones
    60       1.5 %     29       11.4 %     48.3 %
Río Negro
    56       1.4 %     7       2.8 %     12.5 %
Neuquén
    51       1.3 %     4       1.6 %     7.8 %
Salta
    49       1.3 %     23       9.1 %     46.9 %
Santiago del Estero
    41       1.1 %     1       0.4 %     2.5 %
San Luis
    39       1.0 %     1       0.4 %     2.6 %
Santa Cruz
    37       1.0 %     2       0.8 %     5.4 %
San Juan
    34       0.9 %     1       0.4 %     2.9 %
Jujuy
    28       0.7 %     15       5.9 %     53.6 %
La Rioja
    24       0.6 %     1       0.4 %     4.2 %
Catamarca
    20       0.5 %     1       0.4 %     5.0 %
Formosa
    17       0.4 %     0       0.0 %     0.0 %
Tierra del Fuego
    15       0.4 %     2       0.8 %     13.3 %
                               
Total
    3,872       100.0 %     254 (1)     100.0 %     6.4 %
                               
 
Source: Central Bank
(1)  Includes the seven branches and the headquarters acquired from Banco Empresario de Tucumán but does not include the 25 branches and the headquarters included in the pending acquisition of Banco del Tucumán S.A.
Approximately 65% of the branches in the Argentine financial system are outside the Buenos Aires metropolitan areas while approximately 85% of our branches are outside the Buenos Aires metropolitan area. The ten largest banks, in terms of branches, account for 62.0% of the total amount of the system. Finally, we are second to Banco de la Nación Argentina in terms of market share outside the Buenos Aires metropolitan area, with a market share of 8.6%.
 
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                                Market    
                        Market       Share   % of
            Total   Market   Branches in   Share of   Branches   of   Branches
        Number of   Number   Share   BA   Branches   in the   Branches   in the
        Provinces   of   of Branches   metropolitan   in   Rest of   in Rest of   Rest of
        Served   Branches   in Argentina   area   BAMA   Country   Country   Country
 
  1     BANCO DE LA NACIÓN ARGENTINA(1)     24       623       16.1 %     119       8.6 %     504       20.1 %     80.9 %
  2     BANCO MACRO BANSUD S.A.(2)     23       254       6.5 %     38       2.8 %     216       8.6 %     85.0 %
  3     BANCO DE LA PROVINCIA DE BUENOS AIRES(1)     2       340       8.8 %     141       10.2 %     199       8.0 %     58.5 %
  4     NUEVO BANCO BISEL S.A.      8       158       4.1 %     1       0.1 %     157       6.3 %     99.4 %
  5     BANCO CREDICOOP COOPERATIVO LIMITADO     17       228       5.9 %     76       5.5 %     152       6.1 %     66.7 %
  6     BANCO DE LA PROVINCIA DE CORDOBA S.A.(1)     3       150       3.9 %     1       0.1 %     149       6.0 %     99.3 %
  7     NUEVO BANCO DE SANTA FE SOCIEDAD ANONIMA     3       107       2.8 %     1       0.1 %     106       4.2 %     99.1 %
  8     BANCO DE LA PAMPA SOCIEDAD DE ECONOMÍA MIXTA     5       101       2.6 %     2       0.1 %     99       4.0 %     98.0 %
  9     BANCO RIO DE LA PLATA S.A.      21       215       5.5 %     117       8.5 %     98       3.9 %     45.6 %
  10     BBVA BANCO FRANCES S.A.      24       232       6.0 %     135       9.8 %     97       3.9 %     41.8 %
        OTHER     24       1,471       37.9 %     745       54.1 %     726       29.0 %     49.4 %
        TOTAL     24       3,879       100.0 %     1,376       100.0 %     2,503       100.0 %     64.5 %
 
Source: Central Bank.
(1) Public sector banks.
 
(2) Includes the sum of Banco Macro Bansud plus Nuevo Banco Suquía.
 
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Business
OVERVIEW
We are one of the leading banks in Argentina. With the most extensive private-sector branch network in the country, we provide standard banking products and services to a nationwide customer base. We distinguish ourselves from our competitors by our strong financial position and by our focus on low-and middle-income individuals and small- and medium-sized businesses, generally located outside of the Buenos Aires metropolitan area, which we believe offer significant opportunity for continued growth in our banking business. According to the Central Bank, as of December 31, 2005, we were ranked fourth in terms of deposits and third in terms of equity among private-sector banks. As of December 31, 2005, on a consolidated basis, we had:
Ps.9,488 million (US$3,130 million) in total assets;
 
Ps.2,949 million (US$973 million) in gross private sector loans;
 
Ps.6,565 million (US$2,166 million) in total deposits;
 
Ps.1,490 million (US$492 million) in shareholders’ equity;
 
  approximately 880,000 households and 3,600 corporate customers that provide us with approximately 1.2 million clients; and
 
  approximately 440,000 employee payroll accounts for corporate customers and three provincial governments.
Our consolidated net income for 2004 was Ps.193.0 million (US$64 million), representing a return on average equity of 16.4% and a return on average assets of 3.4%. Our consolidated net income for 2005 was Ps.262.7 million (US$87 million), representing a return on average equity of 19.7% and a return on average assets of 2.8%.
In general, given the relatively low level of banking intermediation in Argentina currently, there are limited products and services being offered. We are focusing on the overall growth of our loan portfolio by expanding our customer base and encouraging them to make use of our lending products. We have a holistic approach to our banking business; we do not manage the bank by segments or divisions or by customer categories, by products and services, by regions, or by any other segmentation for the purpose of allocating resources and assessing profitability. We have savings and checking accounts, credit and debit cards, consumer finance loans and other credit-related products and transactional services available to our individual customers and small- and medium-sized businesses through our branch network. We also offer Plan Sueldo payroll services, lending, corporate credit cards, mortgage finance, transaction processing, and foreign exchange. In addition, our Plan Sueldo payroll processing services for private companies and the public sector give us a large and stable customer deposit base.
We emerged from the economic crisis of 2001 and 2002 as one of the strongest and largest banks in Argentina. In January 2002, in the midst of the crisis, Banco Macro S.A., our predecessor, acquired a controlling interest in Banco Bansud S.A. This acquisition tripled the size of our bank as measured by assets and expanded our geographic presence from the northern provinces of Argentina to the southern provinces. In December 2004, during the recovery period of the Argentine economy recovery, we completed the acquisition of Nuevo Banco Suquía S.A., the leading bank in the central provinces of Argentina, thereby becoming the private sector bank with the country’s most extensive branch network. The Nuevo Banco Suquía transaction increased our assets by 41% and our number of branches by 67%. Beginning at the end of 2002 and during the recovery years, we also experienced
 
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organic growth as our business in the provinces of Argentina suffered lower levels of volatility than our principal competitors in the Buenos Aires metropolitan area.
Our Class B shares trade on the Buenos Aires Stock Exchange. As of December 31, 2005, we had a total equity market value of Ps.3,263.9 million (US$1,076.7 million), calculated on the basis of the closing price of our Class B shares. We are one of three Argentine banks included in the MERVAL Index, which is an index of the shares of the largest companies trading on the Buenos Aires Stock Exchange.
Our competitive strengths
We believe we are well-positioned to benefit from the opportunities created by the improving economic and business environment in Argentina. Our competitive strengths include the following:
Strong financial position and consistent profitability. We believe we have emerged from the economic crisis as one of the strongest banks in Argentina, as measured by profitability and balance sheet strength.
  As of December 31, 2005, we have achieved profitability for the last 16 consecutive quarters, the only bank in Argentina to do so, with a return on average equity of 21.1%, 16.4% and 19.7% for 2003, 2004 and 2005, compared to -23.6%, -3.0% and 7.5%, respectively, for the Argentine banking system as a whole.
 
  Our shareholders’ equity at December 31, 2004 and June 30, 2005, as calculated under Central Bank Rules, was Ps.1,257.3 million and Ps.1,348.7 million, respectively and our shareholders’ equity under U.S. GAAP was Ps.857.7 million and Ps.947.1 million, respectively. Our shareholders’ equity at December 31, 2005 under Central Bank Rules was Ps.1,490 million.
Strong presence in fast-growing target customer market. We have achieved a leading position with low- and middle-income individuals and among small- and medium-sized businesses, generally located outside of the Buenos Aires metropolitan area, which have been relatively underserved by the banking system. As of December 31, 2005, loans for less than Ps.20,000 accounted for 31% of total private sector loans, almost double the corresponding receivable for the financial system as a whole (18%). Based on our experience, this target market offers significant growth opportunities and a stable base of depositors.
 
High exposure to export-led growth. Given the geographical location of the customers we target, we have acquired banks with a large number of branches outside of the Buenos Aires metropolitan area with the aim of completing our national coverage. As a result, we are currently the leading bank in the Argentine provinces of Salta, Jujuy and Misiones and one of the leading banks in Córdoba, Santa Fe, Mendoza, Entre Ríos, Río Negro, Chubut and Neuquén, based on the number of branches. Most of these provinces engage in economic activities primarily concentrated in areas, such as agriculture, mining, cargo transportation, edible oils, ranching and tourism, which have been benefiting from export-driven growth in the Argentine economy as a result of the devaluation of the peso.
 
  Largest private-sector branch network in Argentina. With 254 branches, we have the most extensive branch network among private-sector banks in Argentina. We consider our branch network to be our key distribution channel for marketing our products and services to our entire customer base with a personalized approach. In line with our strategy, approximately 85% of these branches are located outside of the Buenos Aires metropolitan area whereas only 65% of the total branches for the financial system as a whole are located outside this area, which we believe better positions us to focus on our target market. We expect to add 25 branches and the headquarters upon successful completion of our pending acquisition of Banco del Tucumán S.A. in the northern province of Tucumán.
 
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Loyal customer base. We have a loyal customer base, as evidenced in part by the quick recovery of our deposit base after the crisis. While our total deposits increased 51% during the twelve months after April 2003, the end of the corralón, deposits in the Argentine banking system as a whole grew by only 11% during that period. We believe that our customers are loyal to us due to our presence in traditionally underserved markets and to our Plan Sueldo payroll services. We have benefited from Argentine regulations that require all employees to maintain Plan Sueldo accounts for the direct deposit of their wages. In addition, we emphasize face-to-face relationships with our customers and offer them personalized advice.
 
  Exclusive financial agent for three Argentine provinces. We perform financial agency services for the governments of the provinces of Salta, Jujuy and Misiones in northern Argentina. As a result, each provincial government’s bank accounts are held in our bank and we provide all their employee Plan Sueldo accounts. Together, this gives us access to substantial low cost funding and a large number of loyal customers.
 
Strong and experienced management team and committed shareholders. We are led by a committed group of shareholders who have transformed our bank from a small wholesale bank to one of the strongest and largest banks in Argentina. Jorge Horacio Brito, Ezequiel Carballo and Fernando Sansuste, our controlling shareholders, have active senior executive roles in our management and each possesses more than 20 years of experience in the banking industry.
Our strategy
We believe that the ongoing recovery of the Argentine economy, increasing penetration of banking services and a return of bank lending to the private sector, offer a significant opportunity for us to further expand our business. In particular, we believe that the increase in fixed asset investment in 2005 is setting the stage for the recovery of the long-term loan market, following the growth of the short-term credit market. As the economy has grown, we are offering new products, such as floating rate loans and leasing, designed to meet the needs of a growing economy emerging from crisis and moving towards stability. Our strengths position us to better participate in this growth, which we believe will be stronger in our target market of low- and middle-income individuals and small- and medium-sized businesses and in the provinces outside the Buenos Aires Metropolitan area, where we have a leading presence.
Our goal is to promote the overall growth of the bank by increasing our customer base, expanding our loan portfolio and generating more fee income from transactional services. We achieve this goal by managing the bank on a holistic basis, focusing our growth strategy on the marketing and promotion of our standard banking products and services. We have pursued our growth strategy by acquiring banks throughout Argentina, which has enabled us to significantly expand our branch network and customer base. We make acquisition decisions in the context of our long-term strategy of focusing on low- and middle-income individuals and small- and medium-sized businesses and to complete our national coverage of Argentina, especially in provinces outside of the Buenos Aires metropolitan area. We have taken advantage of the opportunities presented by the Argentine financial system after the crisis, in particular its consolidation, to move into new locations by acquiring banks or absorbing branches from banks liquidated by the Central Bank. Since the crisis, our growth has been fueled by these acquisitions as well as organic growth, without the need to open or move branches.
We intend to continue enhancing our position as a leading Argentine bank by taking advantage of the ongoing recovery of Argentina and its financial system, which we believe will increase value to our shareholders and our competitiveness. The key elements of our strategy include:
  Focus on underserved markets with strong growth potential. We intend to continue focusing on both low- and middle-income individuals and small- and medium-sized businesses, most of which
 
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have traditionally been underserved by the Argentine banking system and are generally located outside of the Buenos Aires metropolitan area, where competition is relatively weaker and where we have achieved a leading presence. We believe that these markets offer attractive opportunities given the low penetration of banking services and limited competition. We believe the provinces outside of the Buenos Aires metropolitan area that we serve are likely to grow faster than the Argentine economy as a whole because their export-driven economies have benefited from the devaluation of the peso and higher prices for agricultural products and commodities.
Further expand our customer base. We intend to continue growing our customer base, which is essential to increasing interest and fee-based revenues. To attract new customers we will intend to:
  Utilize our extensive branch network. We intend to utilize our extensive branch network, which we consider our key distribution channel, to market our products and services to our entire customer base. We utilize a personalized approach to attract new customers by providing convenient and personalized banking services close to their homes and facilities.
 
  Offer medium- and long-term credit. We intend to use our strong liquidity and our capital base to offer a more readily available range of medium- and long-term credit products than our competitors.
 
  Expand Plan Sueldo payroll services. We will continue to actively market our Plan Sueldo payroll services, emphasizing the benefits of our extensive network for companies with nationwide or regional needs.
 
    Expand our financial agency services to new provinces. We intend to take advantage of our experience as financial agent to three provincial governments in Argentina to expand these services into new provinces. For example, we signed an agreement to acquire Banco del Tucumán S.A., which is currently the fiscal agent for the province of Tucumán with 140,000 clients.
 
  Offer personalized service. We offer our clients a menu of products and personalized, face-to-face advice to help them select the banking services that best respond to their needs.
Extend existing corporate relationships to their distributors and suppliers. We have established relationships with major corporations in Argentina and will focus our marketing efforts on providing services to their distributors, suppliers, customers and employees, including providing working capital financing and Plan Sueldo payroll services.
 
Increase cross-selling. We plan to increase cross-selling of products and services to our existing clients. Since almost all of our clients have a checking and savings account, we have a significant opportunity to expand our relationships with them through other products such as credit cards, loans and insurance. For example, strong cross-selling opportunities lie with our Plan Sueldo clients, of whom only 25% currently have personal loans from us.
 
Focus on efficiency and cost control. We intend to increase our efficiency by taking advantage of our economies of scale, and reducing costs in connection with the integration of Nuevo Banco Suquía. We are upgrading our information systems to reduce further our operating costs and to support larger transaction volumes nationally.
 
Strategically explore acquisition opportunities. While we focus our managerial resources on growing our existing businesses, we will continue to consider attractive acquisition opportunities that offer additional value and are consistent with or complementary to our business strategy. For example, we recently acquired assets and liabilities of a small bank, and are in the process of acquiring a second bank, both in Tucumán, and we intend to evaluate participating in the auctions for Banco de la Provincia de Córdoba and Nuevo Banco Bisel.
 
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Access the international capital markets. We believe that access to the international capital markets will give us a competitive advantage in funding the expansion of credit demand in Argentina that we believe will develop in the near future.
OUR HISTORY
Banco Macro
Our predecessor, Macro Compañía Financiera S.A., was authorized in 1977 to operate as a non-banking financial institution. In May 1988, it was granted the authorization to operate as a commercial bank and changed its name to Banco Macro S.A., or Banco Macro. Banco Macro’s shares traded on the Buenos Aires Stock Exchange since November 1994.
After a banking crisis in Argentina caused by the Mexican economic crisis in 1994, Banco Macro changed its business strategy, focusing on retail banking in underserved markets with high growth potential. Following this strategy, in 1996, Banco Macro began buying privatized provincial banks in Argentina’s northern provinces (including Banco de la Provincia de Salta, Banco de la Provincia de Misiones and Banco de la Provincia de Jujuy), which enabled it to expand the scope of its consumer finance banking services and establish a strong footprint in developing local economies. Banco Macro also participated in the restructuring of several banks (including Banco del Noroeste and Banco Israelita de Córdoba), thereby incorporating branches in the northern and central provinces of Argentina into its network.
Since the end of 2001, while in the process of becoming today’s Banco Marco Bansud, Banco Macro has acquired additional bank assets and merged with or acquired other banks (including, as described below, Banco Bansud and Nuevo Banco Suquía), thereby increasing its assets from Ps.1,375 million at December 31, 2001 to Ps.9,488 million as of December 31, 2005.
Banco Macro Bansud
In January 2002, Banco Macro acquired a majority of the capital stock of Banco Bansud, an Argentine bank founded in 1924. Banco Bansud’s shares traded on the Buenos Aires Stock Exchange from 1993 to the date of its merger. Prior to this acquisition, throughout its history, Banco Bansud had itself either acquired or merged with a number of other banks, including Banco Shaw S.A., and Banco Federal S.A. In June 2003, our shareholders decided to merge Banco Macro and Banco Bansud in order to create a financial institution with a presence extending throughout Argentina. The merger was completed in December 2003 and the combined entity was renamed Banco Macro Bansud S.A. The acquisition of Banco Bansud expanded the scope of our operations to southern Argentina.
Scotiabank Quilmes
In August 2002, in connection with the restructuring of Scotiabank Quilmes S.A., Banco Bansud purchased assets and acquired liabilities and 36 branches from Scotiabank Quilmes located throughout Argentina.
Nuevo Banco Suquía
Nuevo Banco Suquía was created in May 2002 from certain assets and liabilities originally belonging to Banco del Suquía S.A., which was founded in 1962 in the city of Córdoba as a savings and loan company focused on housing mortgage lending to individuals.
The run on bank deposits as a result of the economic crisis caused a liquidity crisis for the former Banco Suquía S.A. and its controlling shareholder at the time decided not to make additional contributions. As a result, the Central Bank suspended and then restructured Banco Suquía’s
 
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operations, creating the Nuevo Banco Suquía with certain of Banco Suquía’s assets and liabilities. The Central Bank then passed a resolution providing for the sale of Nuevo Banco Suquía and requiring that the purchaser commit to capitalize the bank. In December 2004, the Central Bank approved our acquisition of 100% of the capital stock of Nuevo Banco Suquía. Upon the acquisition of Nuevo Banco Suquía, we added a significant presence in the central provinces of Argentina, reinforcing the national scope of our operations, and we became the private sector bank with the largest branch network in Argentina.
OUR PRODUCTS AND SERVICES
We provide our customers with a combination of standard products and services that is designed specifically to suit individual needs. We have two broad categories of customers: retail customers, which include individuals and very small companies, and corporate customers, which include small, medium and large companies and major corporations. In addition, we provide services to three provincial governments. We offer a relatively narrow range of standard products, which are generally available to both our retail and corporate customers. We have a holistic approach to our banking business with a single commercial division responsible for all of our customers and our branch network; we do not manage the bank by segments or divisions or by customer categories, by products and services, by regions, or by any other segmentation for the purpose of allocating resources or assessing profitability. Our strategy is to grow our business, as demand for credit in Argentina increases, by focusing on cross-selling opportunities among our broad customer base. The following discussion of our business follows the broad customer categories of retail and corporate as a way to understand who our customers are and the products and services that we provide.
Retail Customers
Overview
Retail customers are individuals, entrepreneurs and very small companies (as companies with less than Ps.1 million in sales per year). We provide services to them throughout Argentina, in particular outside of the Buenos Aires metropolitan area, which has higher concentrations of low- and middle-income individuals who are traditionally underserved by large private banks. We serve our retail customers through our extensive, nationwide branch network. Approximately 85% of our branches are located, and 90% of our customers live, outside of the Buenos Aires metropolitan area.
Our retail customers provide us with a key source of funding as well as a significant interest and fee income. We believe that our large retail customer client base provides us with an excellent opportunity to expand the volume of our lending business. For example, of approximately 880,000 households that are customers, only 21% currently have a personal loan from us and only 33% currently have a credit card, and we believe there is strong potential to increase these percentages. In addition, we have approximately 8,700 very small companies as customers. As of December 31, 2005, we had 330,000 households and very small companies with an aggregate loan portfolio of Ps.1,292.9 million. Loans of Ps.20,000 or less accounted for 71.3% of this loan portfolio.
We offer our retail customers traditional banking products and services such as checking and savings accounts, time deposits, credit and debit cards, consumer finance loans (including personal loans), housing loans, auto loans, overdrafts, credit-related, home and auto insurance coverage, tax collection and utility payments, ATMs and money transfers.
During 2004 and 2005, our efforts were aimed at strengthening relations with our customers by offering them the products that are best suited to their needs and circumstances, based on our individualized, professional advice, which we believe is an important feature that distinguishes us in
 
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serving our target markets. As a result, during that period, we succeeded in increasing our portfolio of small time deposits (less than Ps.100,000) by 158%.
     Savings and checking accounts and time deposits
We generate fees from providing savings and checking account maintenance, account statements, check processing and other direct banking transactions, direct debits, fund transfers, payment orders and bank debit cards. In addition, our time deposits provide us with a strong and stable funding base. For information on average interest rates, please see “Selected statistical information.”
           
    Approximate number
    of retail accounts
Product   (as of December 31, 2005)
 
Savings
       
Total savings accounts
    724,000  
 
Plan Sueldo (private sector)
    174,000  
 
Plan Sueldo (public sector)
    268,000  
 
Retirees
    79,000  
 
Open market
    203,000  
Checking
       
Checking accounts
    42,000  
Electronic account access
       
Debit cards
    697,000  
     Lending products and services
We offer personal loans, advances, document discounts, mortgages (housing), overdrafts and car loans and credit card loans to our retail customers. At December 31, 2005, we had a 6.7% market share for personal loans, which ranked us fourth in the Argentine banking system in the provision of consumer loans and first among private sector banks. We intend to continue to increase our retail lending by focusing our marketing efforts on underserved target markets such as the low-and middle-income individuals and to cross-sell our retail lending products to our existing customers, particularly those who have savings and checking accounts with us because we provide payroll and pension services to their employers. Financings granted by us to these customers through consumer loans and Macroadelantos, which are advances on salaries, have a delinquency rate under 1% since the receipt of the borrower’s salary ensures the payment of the applicable loan installment prior to the release of the wages to the borrower. We are also a major credit card issuer, with approximately 471,000 cards in circulation as of December 31, 2005. One of our initiatives to expand lending is by encouraging low- and middle-income customers to use credit cards for larger purchases. The table below sets forth
 
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information about loans to retail customers (which we define here as loans to individuals and loans to very small companies in an amount up to Ps.20,000) as of December 31, 2005:
                                                         
    Loans to retail customers
    (as of December 31, 2005)
     
    Personal       Mortgage       Pledged   Credit card    
    loans   Documents(1)   loans   Overdrafts   loans(2)   loans   Others
 
Percentage of gross retail private sector loan portfolio
    37.2 %     7.6 %     13.9 %     6.5 %     10.9 %     18.5 %     5.4 %
Total customers with outstanding loans
    160,600       5,000       6,000       82,800       6,500       201,500       1,900  
Average gross loan amount
    2,600       4,800       28,700       700       20,300       1,100       33,900  
 
(1) Factoring, check cashing advances and loans with promissory notes.
 
(2) Primarily secured auto loans.
Interest rates and maturities vary across products. For example, personal loans for Plan Sueldo customers carry an average interest rate of 21.7% and an average maturity of 23 months.
Corporate Customers
     Overview
We provide our corporate customers with traditional banking products and services such as deposits, lending (including overdraft facilities), check cashing advances and factoring, guaranteed loans and credit lines for financing foreign trade and cash management services. We also provide them trust, payroll and financial agency services, corporate credit cards and other specialty products. We have four categories for our corporate customers: small companies, which have between Ps.1 million and Ps.6 million in sales per year, medium companies, which have between Ps.6 million and Ps.30 million in sales per year, large companies, which have between Ps.30 million and Ps.100 million in sales per year, and major companies, which have more than Ps.100 million in sales per year. Approximately 91% of our corporate customers are small businesses. Important sectors within our corporate customer base include the agro-industrial, transportation and food and beverage. Our corporate customer base also acts as a source of demand for our excess liquidity through overnight and short-term loans to major corporate customers. See “Management’s discussion and analysis of financial condition and results of operations— liquidity and capital resources.”
     Plan Sueldo payroll services
Since 2001, Argentine labor law has provided for the mandatory payment of wages through accounts opened by employers in the name of each employee with financial institutions within two kilometers of the workplace, in the case of urban areas, and ten kilometers of the workplace, in the case of rural areas. There are similar requirements in place for pension payments. We handle payroll processing for private sector companies and the public sector, or Macrosueldos, which requires employers to maintain an account with us for the direct deposit of employee wages. We administer the payroll services for the governments of the Argentine provinces of Misiones, Salta and Jujuy and for a total of 259,000 private sector clients (including retirees). Our payroll services provide us with a large and
 
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diversified depositor base with significant cross-selling potential. See “—Our Products and Services—Retail Customers.”
     Lending products and services
Our lending activities to the corporate sector (defined here as firms with loans outstanding in excess of Ps.20,000) totaled Ps.1,830 million. Most of our current lending activity consists of working capital loans to small- and medium-sized businesses. Our historic focus on small- and medium-sized businesses has enabled us to diversify our credit risk exposure, by granting smaller-sized loans to clients in diverse business sectors. As of December 31, 2005, the average principal amount of our corporate loans were Ps.280,000 and our 20 largest private sector loans accounted for 34.2% of our total corporate loans.
We offer short-term and long-term corporate lending products.
Short-term: Products include credit lines for up to 180 days and consist mainly of overdraft facilities, corporate credit and debit cards and factoring, as well as foreign trade related financing such as pre-export, post-shipment and import financing. These products also include contingency lines such as short-term guarantees (performance guarantees and bid bonds) and import letters of credit. The credit risk assigned to these kinds of transactions is the debtor rating described below, unless increased as a result of a pledge or a guarantee.
Medium- to long-term: Products include credit lines and specific lending facilities of more than 180 days. Credits are usually asset-based, such as leasing, whereby a credit enhancement is achieved by means of the underlying asset.
Medium- to long-term facilities risks are mitigated through different mechanisms that range from pledges and mortgages to structured deals through financial trusts whereby the debtor pledges the underlying asset, mostly future income flows. Regardless of the term and based on the fact that these credit lines are devoted to small- to medium-size companies, our policy is to require personal guarantees from the owners, although the underlying debtor rating remains unchanged.
As of December 31, 2005, our loans to corporate customers were as follows:
                 
    Loans to companies in excess of
    Ps.20,000, (as of December 31, 2005)
     
        Percentage of
        corporate loan
    (in millions of pesos)   portfolio
 
Overdrafts
    351.4       19.2 %
Documents(1)
    333.3       18.2  
Leasing
    147.9       8.1  
Pledged loans(2)
    95.5       5.2  
Mortgage loans
    146.1       8.0  
Other(3)
    754.9       41.2  
             
Corporate credit cards
    0.9       0.1  
             
Total
    1,830.0       100.0  
             
 
(1)  Factoring, check cashing advances and promissory notes.
 
(2)  Primarily securing cargo transportation equipment.
 
(3)  Mostly structured loans (medium- and long-term).
 
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     Transaction services
We offer transaction services to our corporate customers such as cash management, customer collections, payments to suppliers, payroll administration, foreign exchange transactions, foreign trade services, corporate credit cards, and information services such as our Datanet and Interpyme services. There are usually no credit risks involved in these transactions, except for intra-day gapping (payments done against incoming collections) as well as settlement and pre-settlement related to foreign exchange transactions which, in general, are approved following the debtor rating process explained above.
Payments to suppliers. Our payment to suppliers services enable our customers to meet their payment obligations to their suppliers on a timely basis through a simple and efficient system. This service also provides payment liquidations, tax payment receipts, invoices and any other documents required by the payer.
Collection services. Our collection services include cash or check deposits at our 254 branches, automatic and direct debits from checking or savings accounts and the transportation of funds collected from corporate customers to our branches for deposit. Our extensive branch network enables us to offer fast and efficient collection services throughout Argentina, which is of critical importance to both regional and nationwide companies.
Datanet and Interpymes. We provide our corporate clients with access to the Datanet service, which is an electronic banking network linking member banks in Argentina. These services permit our clients to obtain reliable on-line information on a real-time basis from their bank accounts in Datanet as well as perform certain transactions.
Interpymes is an electronic banking system designed to meet the needs of small businesses. It does not require special installation procedures and is easily accessible through the Internet, helping to simplify day-to-day operations for our customers.
Tax collection and financial agency services. We also have exclusive, long-term arrangements to provide tax collection and financial agency services to three provinces.
 
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OUR DISTRIBUTION NETWORK
We have a unique distribution network of 254 branches spread throughout Argentina, the largest private sector branch network in the country. In particular, in line with our strategy of expanding nationally, we have extensive coverage of the provinces of Argentina with 85% of our branches located outside of the Buenos Aires metropolitan area. Furthermore, we have 27 service points used for social security benefit payments and servicing of checking and savings accounts; 475 ATMs; 21 “Metrobanks” (which are small banking kiosks located in subway stations); 2 customer service centers located on the premises of corporate clients; a telemarketing center; telephone banking; and an internet banking service. The distribution of our branches is shown in the following map and the following table breaks down the current distribution of our branches per province and sets forth our market share for all banks in those provinces:
(BRANCH MAP GRAPH)
                         
    As of December 31, 2005
     
    Banco Macro Bansud
     
        Market Share of
        % of   Total Branches in
Province   Branches   Total(1)   Each Province(1)
             
Buenos Aires metropolitan area
    36       14.2 %     2.6 %
Buenos Aires (rest)
    16       6.3 %     2.6 %
Santa Fe
    40       15.7 %     9.4 %
Córdoba
    37       14.6 %     9.6 %
Misiones
    29       11.4 %     48.3 %
Salta
    23       9.1 %     46.9 %
Jujuy
    15       5.9 %     53.6 %
Mendoza
    12       4.7 %     9.0 %
Tucumán
    10(1 ) (36) (2)     3.9 %     15.2(54.5) (2) %
Río Negro
    7       2.8 %     12.5 %
Entre Ríos
    6       2.4 %     5.1 %
Chubut
    4       1.6 %     5.6 %
Neuquén
    4       1.6 %     7.8 %
Corrientes
    3       1.2 %     4.9 %
La Pampa
    2       0.8 %     1.9 %
Santa Cruz
    2       0.8 %     5.4 %
Tierra del Fuego
    2       0.8 %     13.3 %
Catamarca
    1       0.4 %     5.0 %
Chaco
    1       0.4 %     1.6 %
La Rioja
    1       0.4 %     4.2 %
San Juan
    1       0.4 %     2.9 %
San Luis
    1       0.4 %     2.6 %
Santiago del Estero
    1       0.4 %     2.4 %
                   
TOTAL
    254(1 ) (280) (2)     100.0 %     6.5(7.2) (2) %
                   
 
(1)  Includes the seven branches and the headquarters of Banco Empresario de Tucumán.
 
(2)  Includes both the seven branches and the headquarters of Banco Empresario de Tucumán and the 25 branches and the headquarters of Banco del Tucumán S.A.
 
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Consistent with our strategy to focus our operations on low- and middle-income individuals and small- and medium-sized businesses, we are increasing our presence in the northern province of Tucumán. In November 2005, we signed an agreement for the acquisition of Banco del Tucumán S.A., which has 59 ATM’s, 25 branches and a headquarters in Tucumán. We also have received approval for the acquisition from the Executive Authority of the province of Tucumán and the Central Bank and authorization from the Argentine antitrust authorities is pending. Upon completion of the acquisition, we will become the financial agent for the provincial government of Tucumán and we will own 54.5% of the branches in the province and our total number of branches will increase to 280 nationwide.
CREDIT RISK MANAGEMENT
Credit policy
Our board of directors approves our credit policy and credit analysis based on the following guidelines:
we seek to maintain a high quality portfolio that is diversified among customers;
 
decisions regarding loan amounts are made following conservative parameters based upon the customer’s capital, cash flow and profitability, in the case of companies, and the customer’s income and asset base, in the case of individuals;
 
the term of the loans offered to meet the customer’s needs must be appropriate for the purpose of the loan and the customer’s ability to repay the loan.
 
transactions must be appropriately secured according to the loan’s term and the level of risk involved, and in the case of lending to small- and medium-sized companies, we request personal guarantees from the company’s owners; and
 
we continuously monitor credit portfolios and customer payment performance.
Loan application process
We establish contact with loan applicants through a business unit officer, who is in charge of gathering the applicant’s information and documentation, visiting the applicant, obtaining the reasons for the loan request and making an initial assessment of the application. The loan proposal is then reviewed by the applicable banking manager and, if it complies with our credit policy, it is referred to our credit risk assessment management division, which prepares a risk report. The risk report is then provided to a committee in charge of reviewing and granting the loan. Depending upon the amount and type of loan involved, the responsible committee will be one of three committees acting under the supervision of our board of directors and responsible for reviewing and determining whether to approve the loan: a senior committee, a junior committee or a regional committee. The senior committee consists of members of senior management, including our chairman and vice chairman, and considers loan proposals in excess of Ps.1,000,000.
Our credit policies for individuals are based upon the applicable product lines, including credit cards, current account overdrafts, Macroadelantos, personal loans, chattel and real estate mortgage loans, and stipulate the permitted terms, maximum amounts available and interest rates. The amount of the customer’s indebtedness, loan repayment capability based on current income, and credit history are key tools used in assessing each application.
Credit risk rating
In order to determine the credit risk, our risk management division qualifies each company by means of a risk rating model, assigning to a debtor a rating that ranges from 1 to 10, 1 being the highest risk and 10 the lowest. The risk rating model takes into consideration quantitative as well as qualitative concepts. Our lending policy establishes that companies with debtor ratings of 1, 2, 3 and 4 are outside of our business scope, while middle market companies, our main target group, usually have ratings of 5 to 7.
 
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In addition to the debtor rating, a transaction rating is determined which, based on the former, takes into account credit enhancements or mitigations derived from the particular product profile (longer terms than those stated for the debtor rating, guarantees, currency, etc.).
Credit monitoring and review process
Credit monitoring involves carefully monitoring the use of the loan proceeds by the customer, as well as the customer’s loan repayment performance with the objective of preempting problems relating to the timely repayment of the loan. The credit monitoring and review process also aims to take all steps necessary to keep delinquent loans within the parameters established by our credit policy for curing the delinquency. If this objective is not accomplished, our credit management division will direct the collection of the loan to our pre-legal or legal collection unit. We standardize the early stages of the collection process by different measures (including contact by telephone and letter), beginning five days after maturity.
FUNDING
Our principal source of funding is deposits from individuals and businesses located in Argentina. Deposits include checking accounts, savings accounts and time deposits. The following table sets forth our sources of funding as of December 31, 2002, 2003, 2004 and 2005.
                                     
    As of December 31,
     
    2002(1)   2003(1)   2004   2005
    (in thousands of pesos)    
Deposits
                               
 
From the non-financial public sector
    218,264       382,195       809,764       822,687  
 
From the financial sector
    7,552       11,909       4,445       5,208  
 
From the non-financial private sector and residents abroad
                               
   
Checking accounts
    237,638       421,467       844,969       1,036,175  
   
Savings accounts
    135,773       237,469       729,234       1,100,633  
   
Time deposits
    588,457       1,583,920       2,588,546       3,222,011  
   
Investment accounts(2)
    20       51,627       48,598       29,826  
   
Other(3)(4)
    424,267       233,811       225,891       292,767  
 
Accrued interest, adjustments and foreign exchange differences payable
    148,771       104,847       67,550       56,019  
Borrowing from Central Bank and financial institutions
                               
 
Central Bank
                               
   
for liquidity support(5)
                266,746        
 
Other(6)
    10,355       2,353       235,621 (5)     217,481  
 
Banks and international institutions
    117,940       54,889       14,898       158,544  
 
Financing received from Argentine financial institutions
    36,186       64,026       70,262       42,259  
 
Other— liability for future subscription of BODEN 2012
    180,053       190,318       204,634          
Subordinated corporate bonds
    71,101       24,200       16,416       12,047  
Shareholders’ equity
    925,370       1,125,219       1,257,302       1,489,574  
                         
Total funding
    3,101,747       4,488,249       7,384,876       8,485,231  
                         
 
(1) Constant pesos as of February 28, 2003.
 
(2) Time deposits prepayable at the option of the depositor.
 
(3) As of December 31, 2002, 2003 and 2004 deposits include Ps.476.2 million, Ps.245.7 million and Ps.88.1 million, respectively, for CEDROs.
 
(4) Primarily includes CEDROs, expired time deposits, and judicial deposits.
 
(5) On February 2, 2005, Nuevo Banco Suquía repaid the credit lines.
 
(6) Represents amounts borrowed by Nuevo Banco Suquía from the Central Bank to purchase bonds to deliver to depositors in exchange for their CEDROs.
 
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TECHNOLOGY
We invest substantially in the development of technology so as to enable us to respond promptly to market requirements, reduce costs and increase revenues. We updated our core systems during 2004 and 2005, acquired a workflow system and enhanced our data warehouse system. Most of our technology investments during the last three years have related to the integration of operating platforms as a result of our acquisitions of other banks. Our primary technology-related goal for 2005 is to complete the integration of Nuevo Banco Suquía’s operating platform with our existing operating platform. We expect to invest approximately US$13.8 million in technology improvements during the next two years.
We are dedicated to improving our systems to provide our branch network with enhanced operating capacity. In addition, we are analyzing, developing and implementing the following technology initiatives:
defining long-term data processing solutions to ensure consolidation of data processing centers, particularly in light of our acquisition of Nuevo Banco Suquía;
 
unifying policies (operations, data-processing systems and security), technological standards, working operational models and metrics; and
 
upgrading our technology to maintain market level security standards.
SUBSIDIARIES
We have six subsidiaries (i) Nuevo Banco Suquía, our retail and commercial banking subsidiary in the central provinces of Argentina; (ii) Sud Bank & Trust, our subsidiary in the Bahamas through which we provide primarily private banking services; (iii) Macro Securities S.A. Sociedad de Bolsa, which is a member of the Buenos Aires Stock Exchange, and through which we provide investment research, securities trading and custodial services to our customers; (iv) Sud Inversiones & Análisis S.A., our subsidiary that acts as trustee and provides financial advisory and analysis services; (v) Sud Valores S.G.F.C.I. S.A. our asset management subsidiary; and (vi) Macro Valores S.A., which we plan to liquidate.
PROPERTY
We own 17,109 square meters of office space at Sarmiento 447 and 731-735, in Buenos Aires, Argentina, the headquarters for our management, accounting, administrative and investor relations personnel. Our branch network consisted of 254 branches in Argentina, 110 of which are leased by us and the remainder of which are owned by us. We expect to add 25 branches and the headquarters upon successful completion of our pending acquisition of Banco del Tucumán S.A. in the northern province of Tucumán.
COMPETITION
We believe that we have an important advantage over our competitors in providing banking products and services to small communities in the provinces of Argentina as a result of the close community relationships and strong loyalty we have developed over time with our customers in these areas. We consider Banco Río de la Plata S.A., Banco de Galicia y Buenos Aires S.A., Banco Patagonia S.A. and HSBC Argentina S.A. to be our main competitors. We also compete with regional banks. In the future, we expect competition to increase in corporate transactions products and long-term lending, mortgage lending and other secured financings, credit cards, specialized credit packages, salary payment services and investment management services. See “The Argentine banking industry.”
 
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LEGAL PROCEEDINGS
We are involved in normal collection proceedings and other legal proceedings in the ordinary course of business. We are not involved in any litigation or other legal proceedings that, if adversely determined, would individually or in the aggregate have a material adverse effect on our operations.
EMPLOYEES
As of December 31, 2005, we had 5,054 employees, 1,782 of whom worked at our headquarters and the remaining 3,272 at our branches. At June 30, 2005, approximately 97% of our employees were represented by a national bank union, which negotiates a collective bargaining agreement setting minimum wages for all of its members. We maintain good relations with our union and non-union employees and have never experienced a work stoppage. In connection with our offer in the public auction for Nuevo Banco Suquía we agreed not to lay off Nuevo Banco Suquía employees, however after the end of the fiscal year, unplanned layoffs occurred, not related to severance plans but to the normal course of business and the bank’s personnel policies. The payments related to the layoffs were immaterial.
                                 
    As of December 31,
Employees   2002   2003   2004   2005
 
Headquarters
    1,055       1,052       1,594       1,782  
Branches
    1,826       1,762       3,178       3,272  
                         
Total
    2,881       2,814       4,772       5,054  
                         
 
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Selected statistical information
AVERAGE BALANCE SHEETS, INTEREST EARNED ON INTEREST-EARNING ASSETS AND INTEREST PAID ON INTEREST-BEARING LIABILITIES
The following tables show average balances, interest amounts and nominal rates for our interest-earning assets and interest-bearing liabilities for the fiscal years ended December 31, 2004, 2003 and 2002.
                                                                           
    Fiscal Years Ended December 31,
     
    2002(2)   2003(2)   2004(1)
             
        Interest   Average       Interest   Average       Interest   Average
    Average   Earned/   Nominal   Average   Earned/   Nominal   Average   Earned/   Nominal
    Balance   (Paid)   Rate   Balance   (Paid)   Rate   Balance   (Paid)   Rate
 
    (In thousands of pesos, except percentages)
ASSETS
                                                                       
Interest-earning assets
                                                                       
Government securities(3)
                                                                       
 
Pesos
    286,074       175,600       61.38 %     1,068,617       271,072       25.37 %     1,656,910       193,247       11.66 %
 
Dollars
    227,122       (34,184 )     (15.05 )%     232,952       6,955       2.99 %     161,791       (3,833 )     (2.37 )%
                                                       
 
Total
    513,196       141,416       27.56 %     1,301,569       278,027       21.36 %     1,818,701       189,414       10.41 %
                                                       
Loans
                                                                       
Private Sector
                                                                       
 
Pesos
    527,188       232,448       44.09 %     484,494       77,030       15.90 %     1,045,151       115,465       11.05 %
 
Dollars
    273,604       17,202       6.29 %     121,346       9,854       8.12 %     227,031       11,238       4.95 %
 
Euros
                      2                   116              
                                                       
 
Total
    800,792       249,650       31.18 %     605,842       86,884       14.34 %     1,272,298       126,703       9.96 %
                                                       
Public Sector
                                                                       
 
Pesos
    513,383       151,313       29.47 %     468,494       18,110       3.87 %     381,186       34,713       9.11 %
                                                       
 
Total
    513,383       151,313       29.47 %     468,494       18,110       3.87 %     381,186       34,713       9.11 %
                                                       
Deposits with the Central Bank
                                                                       
 
Pesos
    122,810       2,198       1.79 %     215,873       1,018       0.47 %     78,588       3,711       4.72 %
 
Dollars
    23,658       1,293       5.47 %     105,460       1,050       1.00 %     2,569       25       0.97 %
                                                       
 
Total
    146,468       3,491       2.38 %     321,333       2,068       0.64 %     81,157       3,736       4.60 %
                                                       
Other assets
                                                                       
 
Pesos
    795,188       224,262       28.20 %     706,661       32,496       4.60 %     415,575       25,062       6.03 %
 
Dollars
    491,819       11,620       2.36 %     286,757       99       0.03 %     420,641       1,484       0.35 %
                                                       
 
Total
    1,287,007       235,882       18.33 %     993,418       32,595       3.28 %     836,216       26,546       3.17 %
                                                       
Total interest-earning assets
                                                                       
 
Pesos
    2,244,643       785,821       35.01 %     2,944,139       399,726       13.58 %     3,577,410       372,198       10.40 %
 
Dollars
    1,016,203       (4,069 )     (0.40 )%     746,515       17,958       2.41 %     812,032       8,914       1.10 %
 
Euros
                      2                   116              
                                                       
 
Total
    3,260,846       781,752       23.97 %     3,690,656       417,684       11.32 %     4,389,558       381,112       8.68 %
                                                       
 
Non interest-earning assets
                                                                       
Cash and due from banks
                                                                       
 
Pesos
    77,661                   85,787                   376,922              
 
Dollars
    190,095                   130,656                   438,169              
 
Other
                      1,907                   2,343              
 
Total
    267,756                   218,350                   817,434              
                                                       
 
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Selected statistical information
 
                                                                           
    Fiscal Years Ended December 31,
     
    2002(2)   2003(2)   2004(1)
             
        Interest   Average       Interest   Average       Interest   Average
    Average   Earned/   Nominal   Average   Earned/   Nominal   Average   Earned/   Nominal
    Balance   (Paid)   Rate   Balance   (Paid)   Rate   Balance   (Paid)   Rate
 
    (In thousands of pesos, except percentages)
Investments in other companies
                                                                       
 
Pesos
    2,797                   10,785                   12,734              
 
Dollars
    369                   327                   270              
                                                       
 
Total
    3,166                   11,112                   13,004              
                                                       
Property and equipment and miscellaneous and intangible assets and items pending collection
                                                                       
 
Pesos
    298,817                   347,071                   375,323              
 
Dollars
    6,053                   7,904                                
 
Euros
                      (1 )                 7              
                                                       
 
Total
    304,870                   354,974                   375,330              
                                                       
Allowance for loan losses
                                                                       
 
Pesos
    (175,925 )                 (219,363 )                 (150,212 )            
 
Dollars
    (29,878 )                 (4,606 )                 (13,727 )            
                                                       
 
Total
    (205,803 )                 (223,969 )                 (163,939 )            
                                                       
Other assets
                                                                       
 
Pesos
    149,472                   185,457                   149,855              
 
Dollars
    24,139                   120,202                   123,785              
 
Other
                      10                   515              
                                                       
 
Total
    173,611                   305,669                   274,155              
                                                       
Total non interest-earning assets
                                                                       
 
Pesos
    352,822                   409,737                   764,622              
 
Dollars
    190,778                   254,483                   548,497              
 
Other
                      1,916                   2,586              
 
Total
    543,600                   666,136                   1,315,984              
                                                       
TOTAL ASSETS
                                                                       
 
Pesos
    2,597,465                   3,353,876                   4,342,032              
 
Dollars
    1,206,981                   1,000,998                   1,360,529              
 
Other
                      1,918                   2,981              
 
Total
    3,804,446                   4,356,792                   5,705,542              
                                                       
 
LIABILITIES
                                                                       
Interest-bearing liabilities
                                                                       
Savings accounts
                                                                       
 
Pesos
    190,915       5,296       2.77 %     158,292       3,244       2.05 %     267,988       3,157       1.18 %
 
Dollars
    65,700       917       1.40 %     20,312       24       0.12 %     30,577       4       0.01 %
                                                       
 
Total
    256,615       6,213       2.42 %     178,604       3,268       1.83 %     298,565       3,161       1.06 %
                                                       
Certificates of Deposits
                                                                       
 
Pesos
    488,945       264,436       54.08 %     996,643       102,863       10.32 %     1,359,659       55,001       4.05 %
 
Dollars
    172,463       11,336       6.57 %     366,153       9,789       2.67 %     569,183       8,149       1.43 %
                                                       
 
Total
    661,408       275,772       41.69 %     1,362,796       112,652       8.27 %     1,928,842       63,150       3.27 %
                                                       
Borrowing from the Central Bank
                                                                       
 
Pesos
    776       278       35.82 %     427       13       3.04 %     9,844       897       9.11 %
                                                       
 
Total
    776       278       35.82 %     427       13       3.04 %     9,844       897       9.11 %
                                                       
 
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Selected statistical information
 
                                                                           
    Fiscal Years Ended December 31,
     
    2002(2)   2003(2)   2004(1)
             
        Interest   Average       Interest   Average       Interest   Average
    Average   Earned/   Nominal   Average   Earned/   Nominal   Average   Earned/   Nominal
    Balance   (Paid)   Rate   Balance   (Paid)   Rate   Balance   (Paid)   Rate
 
    (In thousands of pesos, except percentages)
Borrowings from other financial institutions
                                                                       
 
Pesos
    31,928       2,381       7.46 %     30,126       25,570       84.88 %     42,298       2,585       6.11 %
 
Dollars
    171,005       5,324       3.11 %     97,813       108       0.11 %     61,178       1,938       3.17 %
                                                       
 
Total
    202,933       7,705       3.80 %     127,939       25,678       20.07 %     103,476       4,523       4.37 %
                                                       
Liabilities for future acquisitions of bonds
                                                                       
 
Pesos
    118,640       95,872       80.81 %     226,869       9,452       4.17 %     215,050       14,310       6.65 %
                                                       
 
Total
    118,640       95,872       80.81 %     226,869       9,452       4.17 %     215,050       14,310       6.65 %
                                                       
Other liabilities
                                                                       
 
Pesos
    222,994       91,903       41.21 %     305,729       9,096       2.98 %     379,519       5,277       1.39 %
 
Dollars
    87,533       14,820       16.93 %     30,215       5,027       16.64 %     175,468       10,532       6.00 %
 
Pounds
                      1                                
 
Euros
                      15       1       6.67 %                  
                                                       
 
Total
    310,527       106,723       34.37 %     335,960       14,124       4.20 %     554,987       15,809       2.85 %
                                                       
Total Interest-bearing liabilities
                                                                       
 
Pesos
    1,054,198       460,166       43.65 %     1,718,086       150,238       8.74 %     2,274,358       81,227       3.57 %
 
Dollars
    496,701       32,397       6.52 %     514,493       14,948       2.91 %     836,406       20,623       2.47 %
 
Pounds
                      1                                
 
Euros
                      15       1       6.67 %                  
                                                       
 
Total
    1,550,899       492,563       31.76 %     2,232,595       165,187       7.40 %     3,110,764       101,850       3.27 %
                                                       
Non interest-bearing liabilities and stockholders’ equity
                                                                       
 
Demand deposits
                                                                       
 
Pesos
    221,933                       317,547                       765,741              
 
Dollars
    127                   150                   1,192              
                                                       
 
Total
    222,060                   317,697                   766,933              
                                                       
 
Other liabilities
                                                                       
 
Pesos
    1,130,654                   749,856                   564,262              
 
Dollars
    169,877                   107,596                   83,189              
 
Other
    1                   25                   783              
                                                       
 
Total
    1,300,532                   857,477                   648,234              
                                                       
 
Stockholders equity
                                                                       
 
Pesos
    730,955                   949,023                   1,179,611              
                                                       
 
Total
    730,955                   949,023                   1,179,611              
                                                       
Total non-interest-bearing liabilities and stockholders equity
                                                                       
 
Pesos
    2,083,542                   2,016,426                   2,509,614              
 
Dollars
    170,004                   107,746                   84,381              
 
Other
    1                   25                   783              
                                                       
 
Total
    2,253,547                   2,124,197                   2,594,778              
                                                       
 
113


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Selected statistical information
 
                                                                           
    Fiscal Years Ended December 31,
     
    2002(2)   2003(2)   2004(1)
             
        Interest   Average       Interest   Average       Interest   Average
    Average   Earned/   Nominal   Average   Earned/   Nominal   Average   Earned/   Nominal
    Balance   (Paid)   Rate   Balance   (Paid)   Rate   Balance   (Paid)   Rate
 
    (In thousands of pesos, except percentages)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
                                                                       
 
Pesos
    3,137,740                   3,734,512                   4,783,972              
 
Dollars
    666,705                   622,239                   920,787              
 
Other
    1                   41                   783              
 
Total
    3,804,446                   4,356,792                   5,705,542              
                                                       
 
(1) Nuevo Banco Suquía consolidated with Banco Macro Bansud from December 22, 2004.
 
(2) In constant pesos as of February 28, 2003.
 
(3) Includes instruments issued by the Central Bank.
 
114


Table of Contents

Selected statistical information
 
CHANGES IN INTEREST INCOME AND INTEREST EXPENSE; VOLUME AND RATE ANALYSIS
The following tables allocate, by currency of denomination, changes in our interest income and interest expense between changes in the average volume of interest-earning assets and interest-bearing liabilities and changes in their respective nominal interest rates for the fiscal year ended December 31, 2004 compared to the fiscal year ended December 31, 2003; for the fiscal year ended December 31, 2003 compared to the fiscal year ended December 31, 2002; and for the fiscal year ended December 31, 2002 compared to the fiscal year ended December 31, 2001.
                                                                           
    December 2002/December 2001   December 2003/December 2002   December 2004/December 2003
    Increase (Decrease) Due to   Increase (Decrease) Due to   Increase (Decrease) Due to
    Changes in   Changes in   Changes in
             
    Volume   Rate   Net Change   Volume   Rate   Net Change   Volume   Rate   Net Change
 
    (in thousands of pesos)
ASSETS
                                                                       
Interest-earning assets
                                                                       
Government securities
                                                                       
 
Pesos
    166,453       4,976       171,429       198,505       (103,033 )     95,472       68,613       (146,438 )     (77,825 )
 
Dollars
    (16,472 )     (25,250 )     (41,722 )     174       40,965       41,139       1,686       (12,474 )     (10,788 )
                                                       
 
Total
    149,981       (20,274 )     129,707       198,679       (62,068 )     136,611       70,299       (158,912 )     (88,613 )
                                                       
Loans
                                                                       
Private sector
                                                                       
 
Pesos
    67,142       77,353       144,495       (6,788 )     (148,630 )     (155,418 )     61,940       (23,505 )     38,435  
 
Dollars
    (1,083 )     (14,780 )     (15,863 )     (12,364 )     5,616       (7,348 )     5,231       (3,847 )     1,384  
                                                       
 
Total
    66,059       62,573       128,632       (19,152 )     (143,614 )     (162,766 )     67,171       (27,352 )     39,819  
                                                       
Public sector
                                                                       
 
Pesos
    144,746       770       145,516       (1,735 )     (131,468 )     (133,203 )     (7,951 )     24,554       16,603  
 
Dollars
          (9,344 )     (9,344 )                                    
                                                       
 
Total
    144,746       (8,574 )     136,172       (1,735 )     (131,468 )     (133,203 )     (7,951 )     24,554       16,603  
                                                       
Deposits with the Central
                                                                       
 
Bank
                                                                       
 
Pesos
    2,055       (103 )     1,952       439       (1,619 )     (1,180 )     (6,483 )     9,176       2,693  
 
Dollars
    (2,054 )     2,398       344       814       (1,057 )     (243 )     (1,001 )     (24 )     (1,025 )
                                                       
 
Total
    1       2,295       2,296       1,253       (2,676 )     (1,423 )     (7,484 )     9,152       1,668  
                                                       
Other assets
                                                                       
 
Pesos
    170,684       (6,359 )     164,325       (4,071 )     (187,695 )     (191,766 )     (17,554 )     10,120       (7,434 )
 
Dollars
    8,580       (4,747 )     3,833       (71 )     (11,450 )     (11,521 )     472       913       1,385  
                                                       
 
Total
    179,264       (11,106 )     168,158       (4,142 )     (199,145 )     (203,287 )     (17,082 )     11,033       (6,049 )
                                                       
Total interest-earning assets
                                                                       
 
Pesos
    551,080       76,637       627,717       186,350       (572,445 )     (386,095 )     98,565       (126,093 )     (27,528 )
 
Dollars
    (11,029 )     (51,723 )     (62,752 )     (11,447 )     33,474       22,027       6,388       (15,432 )     (9,044 )
                                                       
 
Total
    540,051       (24,914 )     564,965       174,903       (538,971 )     (364,068 )     104,953       (141,525 )     (36,572 )
                                                       
 
115


Table of Contents

Selected statistical information
 
                                                                           
    December 2002/December 2001   December 2003/December 2002   December 2004/December 2003
    Increase (Decrease) Due to   Increase (Decrease) Due to   Increase (Decrease) Due to
    Changes in   Changes in   Changes in
             
    Volume   Rate   Net Change   Volume   Rate   Net Change   Volume   Rate   Net Change
 
    (in thousands of pesos)
 
LIABILITIES
                                                                       
Interest-bearing liabilities
                                                                       
Savings accounts
                                                                       
 
Pesos
    2,099       (470 )     1,629       (669 )     (1,383 )     (2,052 )     1,292       (1,379 )     (87 )
 
Dollars
    777       (140 )     637       (54 )     (839 )     (893 )     1       (21 )     (20 )
                                                       
 
Total
    2,876       (610 )     2,266       (723 )     (2,222 )     (2,945 )     1,293       (1,400 )     (107 )
                                                       
Certificates of deposits
                                                                       
 
Pesos
    76,870       164,454       241,324       66,528       (228,101 )     (161,573 )     14,652       (62,514 )     (47,862 )
 
Dollars
    (22,694 )     (18,330 )     (41,024 )     5,137       (6,684 )     (1,547 )     2,857       (4,497 )     (1,640 )
                                                       
 
Total
    54,176       146,124       200,300       71,665       (234,785 )     (163,120 )     17,509       (67,011 )     (49,502 )
                                                       
Borrowings from the Central Bank
                                                                       
 
Pesos
    278             278       (11 )     (254 )     (265 )     858       26       884  
                                                       
 
Total
    278             278       (11 )     (254 )     (265 )     858       26       884  
                                                       
Borrowings from other financial institutions
                                                                       
 
Pesos
    2,301       (156 )     2,145       (1,529 )     24,718       23,189       744       (23,729 )     (22,985 )
 
Dollars
    4,899       (467 )     4,432       (81 )     (5,135 )     (5,216 )     (1,161 )     2,991       1,830  
                                                       
 
Total
    7,200       (623 )     6,577       (1,610 )     19,583       17,973       (417 )     (20,738 )     (21,155 )
                                                       
Liabilities for future acquisitions of bonds
                                                                       
 
Pesos
    95,872             95,872       4,509       (90,929 )     (86,420 )     (786 )     5,644       4,858  
                                                       
 
Total
    95,872             95,872       4,509       (90,929 )     (86,420 )     (786 )     5,644       4,858  
                                                       
Other liabilities
                                                                       
 
Pesos
    42,229       49,115       91,344       2,462       (85,269 )     (82,807 )     1,026       (4,845 )     (3,819 )
 
Euros
                      1             1             (1 )     (1 )
 
Dollars
    (11,905 )     21,020       9,115       (9,536 )     (257 )     (9,793 )     8,718       (3,213 )     5,505  
                                                       
 
Total
    30,324       70,135       100,459       (7,073 )     (85,526 )     (92,599 )     9,744       (8,059 )     1,685  
                                                       
Total interest-bearing liabilities
                                                                       
 
Pesos
    219,649       212,943       432,592       71,290       (381,218 )     (309,928 )     17,786       (86,797 )     (69,011 )
 
Euros
                      1             1             (1 )     (1 )
 
Dollars
    (28,923 )     2,083       (26,840 )     (4,534 )     (12,915 )     (17,449 )     10,415       (4,740 )     5,675  
                                                       
 
Total
    190,726       215,026       405,752       66,757       (394,133 )     (327,376 )     28,201       (91,538 )     (63,337 )
                                                       
 
116


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Selected statistical information
 
INTEREST-EARNING ASSETS: NET INTEREST MARGIN AND SPREAD
The following table analyzes, by currency of denomination, our levels of average interest-earning assets and net interest income, and illustrates the comparative margins and spreads for each of the fiscal years indicated.
                           
    Year Ended December 31,
     
    2002(1)   2003(1)   2004
 
    (in thousands of pesos, except percentages)
Average interest-earning assets
                       
 
Pesos
    2,244,643       2,944,139       3,577,410  
 
Dollars
    1,016,203       746,515       812,032  
 
Euros
          2       116  
                   
 
Total
    3,260,846       3,690,656       4,389,558  
                   
Net interest income(2)
                       
 
Pesos
    325,655       249,488       290,971  
 
Dollars
    (36,466 )     3,010       (11,709 )
 
Euros
          (1 )      
                   
 
Total
    289,189       252,497       279,262  
                   
Net interest margin(3)
                       
 
Pesos
    14.51 %     8.47 %     8.13 %
 
Dollars
    (3.59 )%     0.40 %     (1.44 )%
 
Euros
          (50.00 )%      
                   
Weighted average rate
    8.87 %     6.84 %     6.36 %
                   
Yield spread, nominal basis(4)
                       
 
Pesos
    (8.64 )%     4.83 %     6.83 %
 
Dollars
    (6.92 )%     (0.50 )%     (1.37 )%
 
Euros
          (6.67 )%      
                   
Weighted average rate
    (7.79 )%     3.92 %     5.41 %
                   
 
(1) In constant pesos as of February 28, 2003.
 
(2) Defined as interest earned less interest paid. Trading results from our portfolio of government securities are included in interest.
 
(3) Net interest income stated as a percentage of average interest-earning assets.
 
(4) Defined as the difference between the average nominal rate on interest-earning assets and the average nominal rate on interest-bearing liabilities.
 
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INVESTMENT PORTFOLIO: GOVERNMENT AND PRIVATE SECURITIES
We own, manage and trade a portfolio of securities issued by the Argentine and other governments and private issuers. The following table sets out our investments in Argentine and other governments and private securities as of December 31, 2004, 2003 and 2002 by type and currency of denomination. Securities are stated before deduction of allowances.
                             
    Year Ended December 31,
     
    2002(1)   2003(1)   2004
 
    (in thousands of pesos)
Government securities
                       
Holdings for trading or intermediation
                       
 
Province of Salta Consolidation Bonds in pesos
    25,696       13,261       17  
 
Social Security Consolidation Bonds payables in pesos
          6,407       11,557  
 
Federal Government Bonds (maturity 2007 and 2008)
(BODEN 2007 and BODEN 2008)
    3,673       98,218       1,277  
 
Secured Bonds in pesos
    6,485       4,020       5,649  
 
Argentine Republic External Bills
    979       2,089        
 
Guaranteed Bonds Decree 1,579/02 (BOGAR)
          3,348       18,351  
 
Medium-term T-Bonds 8.75%— maturity 2002(2)
    6,226              
 
Tax Credit Certificates Decree 2217/02
          2,003        
 
Other
    1,064       1,471       852  
                   
Subtotal holdings for trading or intermediation
    44,123       130,817       37,703  
                   
Unlisted government securities
                       
 
Secured Bonds Decree 1,579/02(3) (BOGAR)
          685,314       819,498  
 
Tax Credit Certificates under Decree 2,217/02AM, maturity 04/09/2002
    5,980       3,077       11,441  
 
Argentine Republic External Bills
                2,089  
 
Bonds issued by the Municipality of Bahía Blanca at 13.75%
    4,195       3,636       2,257  
 
Federal government bonds in pesos at 9%, maturity 2002(2)
    12       4,312        
 
Misiones Provincial T-Bills in U.S. dollars(2)
    10,668       39        
 
Argentine T-Bills with which provincial and federal governments settle payables to vendors and employees and which circulate in lieu of currency
    3,058              
 
Buenos Aires T-Bills under Provincial Law 12,727
    4,738              
 
Other
    1,942       597       301  
                   
Subtotal unlisted government securities
    30,593       696,975       835,586  
                   
Instruments issued by the Central Bank
                       
 
Listed Central Bank External Bills (LEBACs)
                994,944  
 
Unlisted Central Bank External Bills (LEBACs)
    491,076       1,097,022       102,636 (3)
                   
Subtotal instruments issued by the Central Bank
    491,076       1,097,022       1,097,580  
                   
   
Total government securities in pesos
    565,792       1,924,814       1,970,869  
                   
In foreign currency:
                       
Holdings in investment accounts
                       
 
Federal government bonds in U.S. dollars at LIBOR, maturity 2012—Compensation (BODEN 2012)
    170,368       143,976       53,856  
                   
Subtotal holdings in investment accounts
    170,368       143,976       53,856  
                   

(footnotes on following page)
 
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    Year Ended December 31,
     
    2002(1)   2003(1)   2004
 
    (in thousands of pesos)
Holding for trading or intermediation
                       
 
Argentine Republic External Bonds (BONEX)
    393       162       1,271  
 
Argentine Republic External Bills (LETRAS EXTERNAS)
    10,569       5,312        
 
Federal government bonds— (maturity 2005, 2006, 2012 and 2013) (BODEN 2005, BODEN 2006, BODEN 2012 and BODEN 2013)
    71,712       64,756       47,415  
 
Consolidation bonds
    4,385             1,298  
 
Other
    860       2,384       1,253  
                   
Subtotal holding for trading or intermediation
    87,919       72,614       51,237  
                   
Unlisted government securities
                       
 
Argentine Republic External Bills Coupons
                3,597  
 
Federal government bonds in U.S. dollars at LIBOR, maturity 2013 (BODEN 2013)
    3,960              
                   
Subtotal unlisted government securities
    3,960             3,597  
                   
   
Total government securities in foreign currency
    262,247       216,590       108,690  
                   
   
Total government securities
    828,039       2,141,404       2,079,559  
                   
Investments in listed private securities
                       
 
Shares
    1,496       8,285       3,951  
 
Corporate bonds
                14,872  
 
Debt securities in financial trusts
                10,069  
 
Certificates of participation in financial trusts
    42,342       9,214       757  
                   
 
Total private securities
    43,838       17,499       29,649  
                   
Total government and private securities
    871,877       2,158,903       2,109,208  
                   
Investments in unlisted private securities
                       
 
Corporate bonds— unlisted
    75,943       445       928  
 
Debt securities in financial trusts— unlisted
                33,106  
 
Certificates of participation in financial trusts— unlisted
    810,731       277,555       88,907  
                   
Total investments in unlisted private securities
    886,674       278,000       122,941  
                   
Total
    1,758,551       2,436,903       2,232,149  
                   
 
(1) In constant pesos as of February 28, 2003.
 
(2) Related to government securities originally denominated in U.S. dollars and pesified under Federal Executive Decree No. 471/02.
 
(3) As of December 31, 2004, these securities are shown as “Unlisted government securities”, although they are listed, because they are valued according to the Central Bank Rules.
 
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REMAINING MATURITY OF GOVERNMENT AND CORPORATE SECURITIES
The following table analyzes the remaining maturities of our investment portfolio as of December 31, 2004 in accordance with issuance terms (before allowances). We assume that those securities in default will expire after the coming ten years.
                                           
    Maturing
     
        After 1 Year   After 5 Years    
    Within   but Within   but Within   After    
    1 Year   5 Years   10 Years   10 Years   Total
    Book Value
 
    (in thousands of pesos)
Government securities
                                       
In pesos:
                                       
Holding for trading or intermediation
                                       
 
Consolidation bonds of Social Security payables in pesos (BOCON PREVISIONAL)
          11,283       259       15       11,557  
 
Federal government bonds (maturity 2007 and 2008) (BODEN 2007 and BODEN 2008)
          335       942             1,277  
 
Consolidation bonds in pesos (BOCON)
    86       1,662       1,770       2,131       5,649  
 
Guaranteed Bonds Decree 1,579/02 (BOGAR)
    734       3,524       7,231       6,862       18,351  
 
Other debt bonds
    19       46       3       801       869  
Unlisted government securities
                                       
 
Guaranteed Bonds Decree 1,579/02 (BOGAR)
    33,644       157,171       322,528       306,155       819,498  
 
Tax Credit Certificates under Decree 2,217/02AM, maturity 04/09/2002 (CCF)
                      11,441       11,441  
 
Argentine Republic External Bills (LETRAS EXTERNAS)
                      2,089       2,089  
 
Bonds issued by the Municipality of Bahía Blanca at 13.75%
    1,509       748                   2,257  
 
Other debt bonds
    124       87             90       301  
Instruments issued by the Central Bank
                                       
 
Listed Central Bank External Bills(1)
    722,695       272,249                   994,944  
 
Unlisted Central Bank External Bills(1)
    73,180       29,456                   102,636  
                               
 
Total government securities in pesos
    831,991       476,561       332,733       329,584       1,970,869  
                               
In foreign currency:
                                       
Investment account
                                       
 
Federal government bonds in U.S. dollars at LIBOR, maturity 2012— BODEN compensation (2012)
    8,712       25,796       19,348             53,856  
(footnotes on following page)
 
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    Maturing
     
        After 1 Year   After 5 Years    
    Within   but Within   but Within   After    
    1 Year   5 Years   10 Years   10 Years   Total
    Book Value
 
    (in thousands of pesos)
Holding for trading or intermediation
                                       
 
Argentine Republic External Bonds
                      1,271       1,271  
 
Federal government bonds— (maturity 2005, 2006, 2012 and 2013) (BODEN 2005, BODEN 2006, BODEN 2012, and BODEN 2013)
    15,915       25,154       6,346             47,415  
 
Consolidation Bonds
                      1,298       1,298  
 
Other debt bonds (BOCON)
    18       21             1,214       1,253  
Unlisted government securities
                                       
 
Argentine Republic External Bills Coupons (LETRAS EXTERNAS)
                      3,597       3,597  
                               
 
Total government securities in foreign currency
    24,645       50,971       25,694       7,380       108,690  
                               
 
Total government securities
    856,636       527,532       358,427       336,964       2,079,559  
                               
Corporate bonds
          4,891       95       9,886       14,872  
Debt securities in financial trusts
    9,667       402                   10,069  
Certificates of participation in financial trusts
    757                         757  
Shares
    3,951                         3,951  
Corporate bonds— unlisted
    113       570       245               928  
Debt securities in financial trusts— unlisted
    23,106       10,000                   33,106  
Certificates of participation in financial trusts— unlisted
    12,275                   76,632       88,907  
                               
Total private securities
    49,869       15,863       340       86,518       152,590  
                               
Weighted average IRR
    4.30 %     2.34 %     2.07 %     2.08 %        
 
(1) As of December 31, 2004, “Instruments Issued by the Central Bank” includes Ps.57,854 thousands to fall due in 30 days, Ps.215,026 thousands to fall due in 60 days, Ps.89,881 thousands to fall due in 90 days, Ps.94,274 thousands to fall due in 180 days, and Ps.338,840 thousands to fall due from 181 to 365 days.
 
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Selected statistical information
 
LOAN PORTFOLIO
The following table analyzes our loan portfolio (without considering leasing agreements) by type as of December 31, 2004, 2003 and 2002. Loans are stated before deduction of the allowance for loan losses.
                         
    Year Ended December 31,
     
    2002(1)   2003(1)   2004
 
    (in thousands of pesos)
To the non-financial public sector
    462,440       365,549       809,577  
To the financial sector(2)
    1,593       17,835       81,812  
To the non-financial private sector and residents abroad
                       
Advances(3)
    166,032       196,300       513,390  
Notes discounted and purchased(4)
    49,846       148,745       429,654  
Secured with mortgages
    69,478       49,853       231,603  
Security agreements(5)
    37,114       25,500       180,831  
Consumer loans(6)
    75,375       168,357       360,670  
Other loans
    106,532       120,041       412,079  
Less: Interest documented
    (2,021 )     (6,069 )     (6,759 )
Less: Unapplied collections
    (655 )                
Plus: Interest, adjustments and listed price differences accrued pending collection
    12,994       20,892       87,528  
Less: Allowance for loan losses
    (116,125 )     (56,279 )     (225,340 )
                   
Total loans
    862,603       1,050,724       2,875,045  
                   
 
(1) In constant pesos as of February 28, 2003.
 
(2) Financial loans are defined as loans to financial institutions.
 
(3) Advances include overdraft lines of credit resulting from checking accounts.
 
(4) Includes the face values of drafts, promissory notes and other bills transferred to us by endorsement for which the assignor is liable, whenever the latter is an Argentine resident within the financial sector. The difference between the face value of the bill and the amount effectively disbursed will be credited to “Loans— In Argentine pesos— Argentine residents— Financial sector— Principals— (Unearned discount).”
 
(5) Includes the principal amounts actually lent of automobile and other collateral loans granted, for which the obligor is part of the non-financial private sector.
 
(6) Consumer loans include credit card loans and other consumer loans. Overdrafts to individuals are included under “Advances.”
 
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Selected statistical information
 
MATURITY COMPOSITION OF THE LOAN PORTFOLIO
The following table analyzes our loan portfolio as of December 31, 2004 by type and by the time remaining to maturity. Loans are stated before deduction of the allowance for loan losses. We expect most loans to be repaid at maturity in cash or through refinancing at market terms.
                                   
        Maturing
         
            After    
    Amount as of       1 Year but    
    December 31,   Within   Within   After
    2004   1 Year   5 Years   5 Years
 
    (in thousands of pesos, except percentages)
To the non-financial public sector
    809,577       52,090       116,220       641,267  
To the financial sector
    81,812       74,648       7,164        
To the non-financial private sector and residents abroad
                               
 
Advances
    516,436       515,640       223       573  
 
Notes discounted and purchased(1)
    436,625       424,338       11,629       658  
 
Secured with mortgages
    258,722       74,207       138,947       45,568  
 
Security agreements(2)
    187,799       104,144       83,575       80  
 
Consumer loans(3)
    362,856       262,682       100,106       68  
 
Other loans
    446,558       264,375       168,945       13,238  
                         
 
Total loans
    3,100,385       1,772,124       626,809       701,452  
                         
 
Percentage of total loan portfolio
    100.0 %     57.2 %     20.2 %     22.6 %
 
(1) Includes the face values in Argentine pesos of drafts, promissory notes and other bills transferred to us by endorsement for which the assignor is liable, whenever the latter is an Argentine resident within the financial sector.
 
The difference between the face value of the bill and the amount effectively disbursed will be credited to “Loans— In Argentine pesos— Argentine residents— Financial sector— Principals— (Unearned discount).”
 
(2) Includes the principal amount actually lent of automobile and other collateral loans granted, for which the obligors are part of the non-financial private sector.
 
(3) Includes credit card loans and other consumer loans.
 
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Selected statistical information
 
LOANS— PORTFOLIO CLASSIFICATION
The following table presents our loan portfolio, before the deduction for the allowance for loan losses, using the classification system of the Central Bank in effect at the end of each fiscal year:
                                                 
    Year Ended December 31,
     
    2002(1)   %   2003(1)   %   2004   %
 
    (in thousands of pesos, except percentages)
Loan Portfolio
                                               
Categories
                                               
Normal compliance/ in normal situations
    783,196       80.02 %     999,691       90.31 %     2,870,768       92.59 %
Inadequate compliance/ subject to special monitoring— under observation— in negotiation or subject to refinancing agreements
    29,726       3.04 %     8,695       0.78 %     27,967       0.90 %
Deficient compliance/nonperforming
    15,094       1.54 %     27,385       2.47 %     38,401       1.24 %
Unlikely to be collected/ with high risk of uncollectibility
    100,739       10.29 %     39,150       3.54 %     38,698       1.25 %
Uncollectible
    42,762       4.37 %     28,920       2.61 %     120,619       3.89 %
Uncollectible, classified as such under regulatory requirements
    7,211       0.74 %     3,162       0.29 %     3,932       0.13 %
                                     
Total loans
    978,728       100 %     1,107,003       100 %     3,100,385       100 %
                                     
 
(1) In constant pesos as of February 28, 2003.
 
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Selected statistical information
 
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
The table below sets forth the activity in the allowance for loan losses for the fiscal years ended December 31, 2004, 2003, 2002, 2001 and 2000.
                                           
    Year Ended December 31,
     
    2000(3)   2001(3)   2002(3)   2003(3)   2004
 
    (in thousands of pesos, except percentages)
Balance at the beginning of the year
    76,590       55,689       40,312       116,125       56,279  
Provisions for loan losses
    22,765       21,363       116,756 (2)     35,504       201,253 (1)
Applications and reversals
    (43,666 )     (36,740 )     (40,943 )     (95,350 )     (32,192 )
 
Advances
    (1,422 )     (1,354 )     (1,470 )     (24,709 )     (4,374 )
 
Consumer
    (1,821 )     (1,629 )     (844 )     (3,765 )     (3,181 )
 
Credit Cards
    (475 )     (298 )     (455 )     (7,436 )     (865 )
 
Mortgage
    (659 )     (174 )     (732 )     (4,331 )     (1,252 )
 
Security Agreements
    (4,409 )     (1,516 )     (2,056 )     (8,298 )     (7,185 )
 
Notes discounted and purchased
    (559 )     (481 )     (1,729 )     (5,020 )     (8,696 )
 
Other
    (34,321 )     (31,288 )     (33,657 )     (41,791 )     (6,639 )
 
Balance at the end of year
    55,689       40,312       116,125       56,279       225,340  
                               
 
Charge-off/ average loans(4)
    2.90 %     2.78 %     8.97 %     3.26 %     2.22 %
 
Net charge-off/average loans(5)
    2.08 %     2.45 %     4.56 %     (4.58 )%     1.29 %
 
(1) Includes Ps.143,495 thousand of Nuevo Banco Suquía and Ps.154 thousand of Sud Bank & Trust.
 
(2) Includes Ps.52,796 thousand of Banco Bansud.
 
(3) In constant pesos as of February 28, 2003.
 
(4) Defined as charge-offs plus direct charge-offs.
 
(5) Defined as charge-offs plus direct charge-offs minus bad debts recovered.
 
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Selected statistical information
 
ALLOCATION OF THE ALLOWANCES FOR LOAN LOSSES
                                                   
    2002   2003   2004
 
    (in thousands of pesos, except percentages)
Overdrafts
    24,107       21 %     9,738       18 %     17,383       8 %
Notes
    22,446       19 %     17,499       31 %     56,448       25 %
Mortgage loans
    9,526       8 %     7,104       13 %     55,201       25 %
Collateral Loans
    15,185       13 %     10,525       19 %     32,598       14 %
Personal loans
    3,896       3 %     1,778       3 %     7,414       3 %
Credit cards
    4,561       4 %     1,626       3 %     2,885       1 %
Other
    36,404       32 %     8,009       13 %     53,411       24 %
                                     
 
TOTAL
    116,125       100 %     56,279       100 %     225,340       100 %
                                     
 
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Selected statistical information
 
LOANS BY ECONOMIC ACTIVITY
The table below analyzes our loan portfolio according to the borrowers’ main economic activity as of December 31, 2004, 2003 and 2002.
                                                 
    Year Ended December 31,
     
    2002   2003   2004
             
    Loan   % of Loan   Loan   % of Loan   Loan   % of Loan
    Portfolio   Portfolio   Portfolio   Portfolio   Portfolio   Portfolio
 
    (in thousands of pesos, except percentages)
Agriculture, cattle raising, hunting and forestry
    29,022       2.97 %     0       0.00 %     71,670       2.31 %
Animals keeping, cattle services (except veterinary and trading)
    2,420       0.25 %     18,687       1.69 %     69,467       2.24 %
Construction
    18,197       1.86 %     16,685       1.51 %     92,413       2.98 %
Crops, agricultural services and trading
    11,475       1.17 %     85,218       7.70 %     114,184       3.68 %
Elaboration and trading of chemical substances and products
    2,240       0.23 %     6,742       0.61 %     32,503       1.05 %
Elaboration and trading of foodstuff and beverages
    68,323       6.98 %     71,591       6.47 %     190,586       6.15 %
Electricity, gas, steam and hot water
    479       0.05 %     2,845       0.26 %     7,550       0.24 %
Extraction, exploitation and trading of petroleum’s related products
    28,822       2.94 %     21,497       1.94 %     56,098       1.81 %
Financial trading and other financial services
    18,864       1.93 %     68,545       6.19 %     326,924       10.54 %
Fishing, related services, elaboration and trading
    14       0.00 %     33       0.00 %     327       0.01 %
Given to persons not included in the other categories
    107,686       11.00 %     177,681       16.05 %     409,221       13.20 %
Hotels and restaurants
    1,630       0.17 %     4,435       0.40 %     11,772       0.38 %
Hunting and seizure of live animals, resettlement of hunting animals and related services, forestry, wood extraction and related services
    512       0.05 %     13       0.00 %     1,037       0.03 %
Manufacturing Industry
    6,158       0.64 %     0       0.00 %     0       0.00 %
Mass and retail trading, reparation of automotive vehicles, motorbikes, personal effects and domestic chattels
    2,830       0.29 %     0       0.00 %     0       0.00 %
Mass elaboration and production of machinery and equipment (all), electrical devices, radio equipment and devices, television and communications, medical, optical and pinpoint devices, watches
    3,098       0.32 %     3,685       0.33 %     60,773       1.96 %
Mass elaboration and production of automotive vehicles, trailers and semi- trailers and transportation
    885       0.09 %     1,125       0.10 %     24,915       0.80 %
 
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    Year Ended December 31,
     
    2002   2003   2004
             
    Loan   % of Loan   Loan   % of Loan   Loan   % of Loan
    Portfolio   Portfolio   Portfolio   Portfolio   Portfolio   Portfolio
 
    (in thousands of pesos, except percentages)
Mass elaboration and production of textile products and dresses, finishing and staining of skins, leathering and finishing of leathers, elaboration of footwear and saddlery articles and their parts
    11,566       1.18 %     24,438       2.21 %     34,130       1.10 %
Mass trading and/or on commission or consignment except automotive vehicles and motorbikes trading
    2,836       0.29 %     9,653       0.87 %     60,007       1.94 %
Mines and quarries exploitation and selling and making of extracted products (except petroleum and gas)
    13       0.00 %     1,516       0.14 %     1,951       0.06 %
Selling and making of extracted products
    473       0.05 %     829       0.07 %     2,443       0.08 %
Other
    38,096       3.89 %     68,036       6.15 %     131,022       4.23 %
Other services
    90,519       9.25 %     58,095       5.25 %     87,357       2.82 %
Public administration, compulsory guard and social security
    461,138       47.10 %     366,673       33.12 %     825,962       26.65 %
Real estate, owners and leasing
    1,500       0.15 %     13,996       1.26 %     93,750       3.02 %
Retail trading except automotive vehicles, motorbikes, personal effects and domestic chattels trading
    13,914       1.42 %     38,541       3.48 %     203,282       6.56 %
Teaching, social and healthcare
    2,150       0.22 %     1,433       0.13 %     34,076       1.10 %
Trading, maintenance and reparation of automotive vehicles, motorbikes, personal effects and domestic chattels
    951       0.10 %     2,219       0.20 %     33,014       1.06 %
Transportation, storage and communications
    50,269       5.14 %     40,158       3.63 %     114,755       3.70 %
Water catchment, purifying and distribution
    2,648       0.27 %     2,634       0.24 %     9,196       0.30 %
                                     
 
Total
    978,728       100.00 %     1,107,003       100.00 %     3,100,385       100.00 %
                                     
 
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COMPOSITION OF DEPOSITS
The following table sets out the composition of each category of deposits that exceeded 10% of average total deposits in each of the years ended December 31, 2004, 2003, and 2002.
                             
    Year Ended December 31,
     
    2002(1)   2003(1)   2004
 
    (in thousands of pesos)
Deposits in domestic bank offices
                       
Non-interest-bearing demand deposits(2)
                       
 
Average
                       
   
Pesos
    221,933       317,466       718,783  
   
Dollars
    58             809  
                   
   
Total
    221,991       317,466       719,592  
                   
Savings accounts
                       
 
Average
                       
   
Pesos
    190,915       158,292       267,988  
   
Dollars
    65,700       20,312       30,577  
                   
   
Total
    256,615       178,604       298,565  
                   
Certificates of deposits
                       
 
Average
                       
   
Pesos
    488,945       996,643       1,359,659  
   
Dollars
    141,311       318,150       421,292  
                   
   
Total
    630,256       1,314,793       1,780,951  
                   
Deposits in foreign banking offices
                       
Non-interest-bearing demand deposits
                       
 
Average
                       
   
Pesos
          81       46,958  
   
Dollars
    69       150       383  
                   
   
Total
    69       231       47,341  
                   
Certificates of deposits
                       
 
Average
                       
   
Dollars
    31,152       48,003       147,891  
                   
   
Total
    31,152       48,003       147,891  
                   
 
(1) In constant pesos as of February 28, 2003.
 
(2) Non-interest-bearing demand deposits consist of checking accounts.
 
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MATURITY OF DEPOSITS AT DECEMBER 31, 2004
The following table sets forth information regarding the maturity of our deposits at December 31, 2004.
                                         
    Maturing
     
        After 3   After 6    
        Within 3   but Within   but Within   After 12
    Total   Months   6 Months   12 Months   Months
 
    (in thousands of pesos)
Checking
    1,256,793       1,256,793                    
Savings
    842,270       842,270                    
Time deposits
    2,850,049       2,449,693       250,116       149,811       429  
Investment accounts
    48,984       26,195       16,603       6,060       126  
Other
    320,901       256,637       5,677       44,105       14,482  
                               
Total
    5,318,997       4,831,588       272,396       199,976       15,037  
                               
MATURITY OF DEPOSITS AT DECEMBER 31, 2004 OF OUTSTANDING TIME DEPOSITS
The following table sets forth information regarding the maturity of our time deposits and investment accounts in denominations of Ps.100,000 or more at December 31, 2004.
                                         
    Maturing
     
        After 3   After 6    
        Within 3   but Within   but Within   After 12
    Total   Months   6 Months   12 Months   Months
 
    (in thousands of pesos)
Domestic offices
    1,685,257       1,336,131       232,674       115,959       493  
Foreign offices
    234,867       214,773       19,927       167        
                               
Total
    1,920,124       1,550,904       252,601       116,126       493  
                               
 
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SHORT-TERM BORROWINGS
Our short-term borrowings totaled approximately Ps.213,000,000, Ps.133,100,000 and Ps.242,500,000 for the years ended December 31, 2004, 2003 and 2002, respectively. The table below shows those amounts at the end of each fiscal year.
                                                 
    At December 31,
     
    2002(1)   2003(1)   2004
             
        Annualized       Annualized       Annualized
    Amount   Rate   Amount   Rate   Amount   Rate
 
    (in thousands of pesos, except percentages
Central Bank of the Argentine Republic(2):
                                               
Total amount outstanding at the end of the reported period
    9,981       6.0 %     2,097       5.3 %     85,676       6.0 %
Average during year(3)
    10,284       5.9 %     2,323       5.4 %     22,741       6.4 %
Maximum month-end balance
    12,080               3,366               85,676          
Banks and international organizations:
                                               
Total amount outstanding at the end of the reported period
    110,995       3.8 %     53,374       4.8 %     13,247       3.4 %
Average during year(3)
    133,657       6.2 %     80,685       8.3 %     46,534       3.1 %
Maximum month-end balance
    167,259               96,890               66,634          
Financing received from Argentine financial institutions:
                                               
Total amount outstanding at the end of the reported period
    28,425       7.6 %     24,960       1.6 %     32,694       2.5 %
Average during year(3)
    29,687       7.6 %     6,589       2.8 %     9,863       2.7 %
Maximum month-end balance
    44,639               32,704               32,694          
Other(4)
                                               
Total amount outstanding at the end of the reported period
    44,100       1.9 %     43,943       1.7 %     73,597       2.0 %
Average during year(3)
    48,848       2.0 %     41,983       1.8 %     59,168       1.8 %
Maximum month-end balance
    55,004               43,943               73,597          
Subordinated corporate bonds:
                                               
Total amount outstanding at the end of the reported period
    49,017       7.6 %     8,758       7.8 %     7,810       7.7 %
Average during year(3)
    41,675       7.5 %     14,353       7.5 %     8,126       7.8 %
Maximum month-end balance
    49,017               26,301               8,461          
 
(1) In constant pesos as of February 28, 2003.
 
(2) On February 2, 2005, Nuevo Banco Suquía made the early repayment of the remainder of such credit lines.
 
(3) Average balances are calculated from quarterly-end balances.
 
(4) Includes liability to the Central Bank to acquire BODEN 2012.
 
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RETURN ON EQUITY AND ASSETS
The following table presents certain selected financial information and ratios for the years indicated.
                           
    Year Ended December 31,
     
    2002(1) 200   3(1) 2004    
 
    (in thousands of pesos, except percentages)
Net (loss)/ income
    572,114       199,849       192,977  
Average total assets
    3,804,446       4,356,792       5,705,542  
Average shareholders’ equity
    730,955       949,023       1,179,611  
Shareholders’ equity at the end of the fiscal year
    925,370       1,125,219       1,257,302  
Net income as a percentage of:
                       
 
Average total assets
    15.04 %     4.59 %     3.38 %
 
Average shareholders’ equity
    78.27 %     21.06 %     16.36 %
Declared cash dividends(2)
                60,894  
Dividend payout ratio(2)
                31.56 %
Average shareholders’ equity as a percentage of Average Total Assets
    19.21 %     21.78 %     20.67 %
 
(1) In constant pesos as of February 28, 2003.
 
(2) Declared cash dividends stated as percentage of net income. No cash dividend was declared for 2002 and 2001. In April 2002, the Central Bank suspended the payment of dividends. As of June 2, 2004, Communication A 4152 allows financial institutions to make distributions provided certain conditions are met.
 
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Argentine banking regulation
OVERVIEW
Founded in 1935, the Central Bank is the principal monetary and financial authority in Argentina. It is responsible for maintaining stability in the value of the domestic currency, establishing and implementing monetary policy and regulating the financial sector. It operates pursuant to its charter and the provisions of the Argentine Financial Institutions Law. Under the terms of its charter, the Central Bank must operate independently from the Argentine government.
Since 1977, banking activities in Argentina have been regulated primarily by the Argentine Financial Institutions Law, which empowers the Central Bank to regulate the financial sector. The Central Bank regulates and supervises the Argentine banking system through the Superintendencia de Entidades Financieras y Cambiarias, or the Superintendency of Financial and Exchange Entities, or the Superintendency. The Superintendency is responsible for enforcing Argentina’s banking laws, establishing accounting and financial reporting requirements for the banking sector, monitoring and regulating the lending practices of financial institutions and establishing rules for participation of financial institutions in the foreign exchange market and the issuance of bonds and other securities, among other functions. These powers of the Central Bank include the authority to fix minimum capital, liquidity and solvency requirements, approve bank mergers, approve certain capital increases and transfers of stock, grant and revoke banking licenses, and to authorize the establishment of branches of foreign financial institutions in Argentina and the extension of financial assistance to financial institutions in cases of temporary liquidity problems.
The Central Bank also establishes different “technical ratios” that must be observed by financial entities with respect to levels of solvency, liquidity, the maximum credits that may be granted per customer and foreign exchange assets and liability positions.
In addition, financial entities need the authorization of the Central Bank for the disposition of their assets, such as opening or changing branches or ATMs, acquiring share interests in other financial or non-financial corporations and establishing liens over their assets, among others.
As supervisor of the financial system, the Central Bank requires financial institutions to submit information on a daily, monthly, quarterly, semiannual and annual basis. These reports, which include balance sheets and income statements, information relating to reserve funds, use of deposits, classifications of portfolio quality (including details on principal debtors and any allowances for loan losses), compliance with capital requirements and any other relevant information, allow the Central Bank to monitor the business practices of financial entities. In order to confirm the accuracy of the information provided, the Central Bank is authorized to carry out inspections.
If the Central Bank’s rules are not complied with, various sanctions may be imposed by the Superintendency, depending on the level of infringement. These sanctions range from a notice of noncompliance to the imposition of fines or even the revocation of the financial entity’s operating license. Additionally, noncompliance with certain rules may result in the compulsory filing of specific adequacy or restructuring plans with the Central Bank. These plans must be approved by the Central Bank in order to permit the financial institution to remain in business.
The Central Bank is allowed to provide financial assistance to financial institutions with liquidity and/or solvency problems.
 
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BANKING REGULATION AND SUPERVISION
Central Bank supervision
Since 1994, the Central Bank has supervised the Argentine financial entities on a consolidated basis. Such entities must file periodic consolidated financial statements that reflect the operations of head offices or headquarters as well as those of their branches in Argentina and abroad, and of their significant subsidiaries, whether domestic or foreign. Accordingly, requirements in relation to liquidity and solvency, minimum capital, risk concentration and loan loss provisions, among others, should be calculated on a consolidated basis.
Permitted activities and investments
The Argentine Financial Institutions Law governs any individuals and entities that are part of the financial system, including commercial banks, investment banks, mortgage banks, financial companies, savings and loan companies for residential purposes and credit unions. Except for commercial banks, which are authorized to conduct all financial activities and services that are specifically established by law or by regulations of the Central Bank, the activities that may be carried out by Argentine financial entities are set forth in the Argentine Financial Institutions Law and related Central Bank regulations. Some of the activities permitted for commercial banks include the ability to (i) receive deposits from the public in both local and foreign currency; (ii) underwrite, acquire, place or negotiate debt securities, including government securities, in the over-the-counter market; (iii) make and receive loans; (iv) guarantee customers’ debts; (v) act as custodians of pension funds, or Administradoras de Fondos de Jubilaciones y Pensiones; (vi) conduct transactions in foreign currency; (vii) issue credit cards; (viii) act, subject to certain conditions, as brokers in real estate transactions; (ix) carry out commercial financing transactions; and (x) act as registrars of mortgage bonds. In addition, pursuant to the Argentine Financial Institutions Law, and Central Bank Communication A 3086, commercial banks are authorized to operate commercial, industrial, agricultural and other types of companies that do not provide supplemental services to the banking services (as defined by applicable Central Bank regulations) to the extent that the commercial bank’s interest in such companies does not exceed 12.5% of its voting stock or 12.5% of its capital stock. However, even when commercial banks’ interests do not reach such percentages, they are not allowed to operate such companies if (i) such interest allows them to control a majority of votes at a shareholders’ meeting, or (ii) the Central Bank does not authorize the acquisition.
Under Central Bank regulations, the total amount of the investments of a commercial bank in the capital stock of third parties, including interests in Argentine mutual funds, may not exceed 50% of such bank’s regulatory capital, or Responsabilidad Patrimonial Computable or RPC. In addition, the total amount of a commercial bank’s investments in the following: (i) unlisted stock, excluding interests in companies that provide services that are supplementary to the finance business and interests in state-owned companies that provide public services, (ii) listed stock and interests in mutual funds that do not give rise to minimum capital requirements on the basis of market risk, and (iii) listed stock that does not have a “largely publicly available market price,” taken as a whole, is limited to 15% of such bank’s RPC. To this effect, a given stock’s market price is considered to be “largely publicly available” when daily quotations of relevant transactions are available, which quotations would not be significantly affected by a disposition of the bank’s holdings of such stock.
Operations and activities that banks are not permitted to perform
The Argentine Financial Institutions Law prohibits commercial banks from: (a) creating liens on their assets without prior approval from the Central Bank, (b) accepting their own shares as security, (c) conducting transactions with their own directors or managers and with companies or persons
 
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related thereto under terms that are more favorable than those regularly offered to other customers, and (d) carrying out commercial or industrial activities without prior approval of the Central Bank, except those considered financially related activities under Central Bank regulations. Notwithstanding the foregoing, banks may own shares in other financial institutions with the prior approval of the Central Bank, and in public services companies, if necessary to obtain those services.
Liquidity and solvency requirements
Minimum capital requirements
The Central Bank requires that financial entities maintain minimum capital requirements, which are computed as a function of counterparty risk, interest rate risk and market risk of a financial entity’s assets.
Basic minimum capital
Pursuant to Central Bank Communication A 4368, dated June 17, 2005, the Central Bank classified by type and category the minimum capital requirements for financial entities. The categories were established in accordance with the jurisdiction in which the respective financial entity is located:
             
            Other
Category   Jurisdiction   Banks   Entities
 
I
  City of Buenos Aires   Ps.25 million   Ps.10 million
 
II
  Cities of Bahía Blanca, Mar del Plata, Neuquén and Río Cuarto. Greater Buenos Aires, Greater Córdoba, Greater Mendoza and Greater Rosario.   Ps.14 million   Ps.8 million
 
    Provinces of Chubut and Tierra del Fuego.        
 
III
  Cities of Corrientes, Salta, Santiago del Estero and Posadas. Greater Resistencia, Greater San Juan and Greater Tucumán. Provinces of Catamarca, Entre Ríos, La Pampa, La Rioja, Río Negro, San Luis and Santa Cruz. Cities and towns of the provinces of Buenos Aires, Córdoba, Mendoza, Neuquén and Santa Fe that are not included in any other category.   Ps.12.5 million   Ps.6.5 million
 
IV
  The rest of Argentina   Ps.10 million   Ps.5 million
For commercial banks acting as custodians of securities that represent investments in pension funds or as registrars of registered mortgage bonds, the regulatory capital shall be equal to the higher of:
   (i) Ps.50 million; or
 
  (ii) five percent of the amount of the securities held in custody or of the amount of registered mortgage bonds, as appropriate.
Financial entities that were operating on June 30, 2005 must meet the minimum capital requirement of their respective category provided that such requirement shall not be higher than Ps.15 million.
Counterpart risk
The capital requirement for counterpart risk is defined as:
Cer = k* [a* Ais + c* (Ci + Fspn) + r* (Vrf + Vrani)] + INC
The required capital to assets-at-risk ratio is 10% (“a”) for fixed assets (Ais) and 8% (“r”) for loans (Vrf), other claims from financial intermediation and other financing (Vrani). The same ratio (“c”) is
 
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applied to claims on the public sector-securities held in investment accounts (Ci) and loans (Fspn). The “INC” variable refers to incremental minimum capital requirements originated in excesses in other regulations (fixed assets, credit risk diversification and rating and limitations on transactions with related clients).
Each type of asset is weighted according to the level of risk assumed to be associated with it. The weights assigned to the different types of assets are:
         
Type of Asset   Weighting
 
Government Bonds
   
 
With market risk capital requirements
  0%
 
Other domestic bonds (without collateral)
  100%
 
OECD Central bonds— rated AA or investment grade
  20%
Loans
   
 
To the non-financial private sector
   
   
With preferred collateral under the form of:
   
   
Cash, term deposit certificates issued by the creditor entity and given as security
  0%
   
A guarantee by Reciprocal Guarantee Companies authorized by the BCRA, export credit insurance, documentary credits
  50%
   
Mortgages/ Pledges
  50%-100%
 
To the non-financial public sector
  100%
 
To the financial sector
   
   
Public financial entities with the collection of federal taxes as collateral
  50%
 
To foreign financial entities or to financial entities backed by them (rated AA or investment grade)
  0%-20%
Other credits from financial intermediation
  0%-100%
Guarantees and contingent liabilities
  0%-100%
Minimum capital requirements also depend on the CAMELS rating (1 strongest, 5 weakest) assigned by the Superintendency, which also determines the “k” value. This rating system complies with international standards and provides a broad definition of the performance, risks and perspectives of financial entities. Financial entities have to adjust their capital requirements according to the following “k” factors:
     
CAMEL L Rating   K Factor
 
1
  0.97
2
  1.00
3
  1.05
4
  1.10
5
  1.15
Interest rate risk
Financial entities must comply with minimum capital requirements regarding interest rate risk. These minimum capital requirements capture the various levels of risk arising from the different sensitivity of assets and liabilities affected by adverse or unexpected changes in interest rates. This regulation governs all the assets and liabilities not subject to the minimum capital requirements covering market risk.
When calculating the requirements, the cash flows of the financial entity’s transactions are assigned to different time bands taking into account their maturity. Financial entities with 1-3 CAMELS ratings
 
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may treat 50% of sight deposits as long term maturities (in the case of financial entities with a 3 rating, the assigned maturity cannot exceed 3 years).
Contracts with variable interest rates based on a foreign index are treated as if they had fixed interest rates. The risk arising from liability contracts with variable rates based on a domestic index are considered up to the first rate adjustment date.
Market risk
Minimum capital requirements for market risks are added to previously measured requirements. Minimum capital requirements are computed as a function of the market risk of financial entities’ portfolios, measured as their value at risk (VaR). The regulation covers only those assets usually traded in open markets and excludes those assets in investment accounts.
There are five categories of assets. Domestic assets are divided into equity and public bonds, the latter being classified according to whether their modified duration is less than or more than 2.5. Foreign equity and foreign bonds make up another two categories, which are also classified according to their duration. The fifth category is comprised of foreign exchange positions, differentiated according to currency involved.
Overall capital requirements in relation to market risk is the sum of the five amounts of capital necessary to cover the risks arising from each category.
Market risk minimum capital requirements must be met daily. Information must be reported to the BCRA on a monthly basis. As from May 2003, the US dollar has been included as a risk factor for the calculation of the market risk requirement, considering all assets and liabilities in that currency.
Temporary regulations
Minimum capital requirements have been temporarily reduced (via “Alpha coefficients”) for non-financial public sector financing granted before May 31, 2003. Minimum capital requirements for interest rate risk have also been temporarily diminished. The reduction coefficients to be applied converge to the unit according to an established schedule. These allowances have been introduced in order to reduce the impact on minimum capital requirements of those components that: (i) showed the biggest growth as a consequence of the 2002 crisis and (ii) are not present in international standards.
                 
Period   Alpha1 (applied to public sector financing)   Alpha2 (applied to interest rate risk)
 
January/ December 2004
    0.05       0.20  
January/ December 2005
    0.15       0.40  
January/ December 2006
    0.30       0.70  
January/ December 2007
    0.50       1.00  
January/ December 2008
    0.75        
As from January 2009
    1.00        
Consequences of a failure to meet minimum capital requirements
In the event of noncompliance with Capital requirements by an existing financial institution, Central Bank Communication A 3171 provides the following:
  (i) noncompliance reported by the institutions: the institution must meet the required capital no later than in the second month after noncompliance was incurred or submit a restructuring plan within 30 calendar days following the last day of the month in which such noncompliance occurred; and
 
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  (ii) noncompliance detected by the Superintendency: the institution must file its defense within 30 calendar days after being served notice by the Superintendency. If no defense is filed, or if the defense is disallowed, the noncompliance will be deemed to be final, and the procedure described in item (i) will apply.
In addition, noncompliance with minimum capital requirements will entail a number of consequences for the financial institution, including prohibition from opening branches in Argentina or in other countries, establishing representative offices abroad, or owning equity in foreign financial institutions, as well as a prohibition from paying cash dividends.
Minimum cash reserve
The minimum cash reserve requirement requires that a financial institution keep a portion of its deposits or obligations readily available and not allocated to lending transactions.
Pursuant to Central Bank Communication A 3498, as from March 1, 2002, the liquidity system based on the minimum cash reserve applies not only to demand transactions, but also to fixed-term transactions.
Minimum cash reserve requirements are applicable to demand and time deposits and other brokerage liabilities denominated in pesos, foreign currency, or government and corporate securities, and any unused balances of advances in checking accounts under formal agreements not containing any clauses that permit the bank to discretionally and unilaterally revoke the possibility of using such balances.
Minimum cash reserve obligations exclude amounts owed (i) to the Central Bank, domestic financial institutions, foreign banks (including their head offices, controlling domestic institutions and their branches), and (ii) under foreign trade financing facilities, cash purchases to be settled, forward purchases, (whether or not related to repurchase agreements) demand obligations for money orders and transfers from abroad pending payment and for overseas correspondent banking operations.
The liabilities subject to these requirements are computed on the basis of the effective principal amount of the transactions, excluding interest accrued, past due, or to become due on the liabilities, provided they were not credited to the account of, or made available to, third parties, and the amount accruing upon the adjustment rate known as CER is applied.
The basis on which the minimum cash reserve requirement is computed is the monthly average of the daily balances of the liabilities at the end of each day during each calendar month.
 
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The table below shows the percentage rates that should be applied to determine the required minimum cash reserve:
                     
        Rate (%)
    Rate (%)   (Foreign
Item   (Pesos)   Currency)
 
Checking account deposits
    17          
Savings account deposits
    17       30  
Legal custody accounts, special accounts for savings clubs, “Unemployment Fund for construction industry workers” and “Salary payment,” special checking accounts for legal entities and social security savings accounts
    17       30  
Other demand deposits and liabilities, including with foreign banks and correspondents, pension and social security benefits credited by ANSES (Government Social Security Agency) pending collection and immobilized reserve funds for liabilities covered by these regulations
    17       30  
Unused balances of advances in checking accounts under formal agreements
    17          
Deposits in checking accounts of non-bank financial institutions, computed for purposes of meeting their required minimum cash reserve
    100          
Time deposits, liabilities under acceptances, repurchase agreements, stock-exchange repos (cauciones y pases bursátiles pasivos), constant-term investments, with an option for early termination or for renewal for a specified term and variable income, and other fixed-term liabilities, except rescheduled deposits included in the following items 11 and 13 and 15 of this table:
               
   
(i)   Up to 29 days
    14       35  
   
(ii)   From 30 days to 59 days
    11       28  
   
(iii)  From 60 days to 89 days
    7       20  
   
(iv)  From 90 days to 179 days
    2       10  
   
(v)   From 180 days to 365 days
    1       6  
   
(vi)  More than 365 days
    0       0  
Liabilities owed due to foreign finances
    0          
Securities (including Negotiable Obligations)
               
 
a- Debt issued from 01/01/02, including restructured liabilities
               
   
(i)   Up to 29 days
    14       35  
   
(ii)   From 30 days to 59 days
    11       28  
   
(iii)  From 60 days to 89 days
    7       20  
   
(iv)  From 90 days to 179 days
    2       10  
   
(v)   From 180 days to 365 days
    1       6  
   
(vi)  More than 365 days
    0       0  
 
b- Others
               
Liabilities owing to the Trust Fund for Assistance to Financial and Insurance Institutions
    0          
Demand and time deposits made upon a court order with funds arising from cases pending before the court, and the related immobilized balances:
    8       15  
Special accounts denominated in dollars for the deposit of collateral required for futures and options consummated on markets subject to the CNV control
            100  
Time deposits in foreign currency
            100  
Deposits as assets of a mutual fund
    18       40  
Special deposits related to inflows of funds. Decree 616/2005
            100  
Deposits and other liabilities, which return is higher than the 75% of BADLAR rates average, corresponding to the preceding month
    100          
 
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The minimum cash reserve must be set up in the same currency to which the requirement applies, and eligible items include the following:
  (i)    Cash (bills and coin held on the bank’s own premises and in custody at other financial institutions).
 
  (ii)   Accounts maintained by financial institutions with the Central Bank in pesos.
 
  (iii)   Accounts of minimum cash maintained by financial institutions with the Central Bank in U.S. dollars, or other foreign currency.
 
  (iv)   Special guarantee accounts for the benefit of electronic clearing houses and to cover settlement of credit card and ATM transactions.
 
  (v)    Checking accounts maintained by non-bank financial institutions with commercial banks for the purpose of meeting the minimum reserve requirement.
 
  (vi)   Special guarantee accounts maintained with the Central Bank for transactions involving cheque cancelatorio (a check similar to a cashier’s check that may be purchased from a bank to pay a third party).
 
  (vii)   Special accounts maintained with the Central Bank by the Administración Nacional de la Seguridad Social, or the National Administration of Social Security, or ANSES.
Compliance with the minimum cash reserve requirement will be measured on the basis of the monthly average of the daily balances of eligible items maintained during the month to which the minimum cash reserve refers by dividing the aggregate of such balances by the total number of days in the relevant period.
The aggregate balances of the eligible items referred to from (ii) to (vii) above, maintained as of each daily closing, may not, on any one day during the month, be less than 50% of the total required cash reserve, excluding the requirement for incremental deposits, determined for the next preceding month, recalculated on the basis of the requirements and items in force in the month to which the cash reserves relate. Such daily requirement must be 70%.
Any deficiencies in meeting the required minimum cash reserve and the daily minimum reserve are subject to a penalty equal to twice the nominal annual interest rate in arrears arising from the Central Bank’s bill auctions, in pesos or in U.S. dollars, for deficiencies in Argentine currency or in foreign currency, respectively.
Internal liquidity policies of financial institutions
The regulations designed to limit liquidity risk provide that financial institutions should adopt management and control policies that ensure the maintenance of reasonable liquidity levels to efficiently manage their deposits and other financial commitments. Such policies should establish procedures for evaluating the liquidity of the institutions in the framework of prevailing market conditions to allow them to revise projections, take steps to eliminate liquidity constraints and obtain sufficient funds, at market terms, to maintain a reasonable level of assets over the long term. Such policies should also address (i) the concentration of assets and liabilities in specific customers, (ii) the overall economic situation, likely trends and the impact on credit availability, and (iii) the ability to obtain funds by selling government debt securities and/or assets.
Diversification of credit risk
The regulations on credit risk diversification prescribe minimum risk diversification standards in order to reduce such risk without significantly eroding average profitability.
 
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There are three types of ratios that limit a lender’s risk exposure, namely: risk concentration limits, limits on transactions with customers on the basis of the institution’s capital and credit limits on the basis of the customer’s net worth.
Concentration of risk means the aggregate amount of relevant transactions consummated with companies, individuals or groups of companies— whether affiliated or not— where such transactions, measured for each one of such customers, are at any time equal to or higher than 10% of the institution’s RC on the last day of the month prior to the relevant month. Public bonds received by financial entities as compensation up until December 31, 2005 are excluded.
Limitations are provided for in the case of transactions with customers, which may not exceed certain percentages applied on the basis of the institution’s RC as of the last day of the month prior to the relevant month.
The regulation sets forth a number of transactions that are excluded from the credit risk diversification rules.
In the case of credit limits based on the customers’ net worth, as a general rule the financial assistance may not exceed 100% of the customer’s net worth, although this basic margin may be increased to 300% provided it does not exceed 2.5% of the financial institution’s RC and the increase is approved by the board of directors of the relevant financial institution.
Any excess over the ceilings established by these three ratios will cause the regulations set forth in the section above entitled “Consequences of a failure to meet minimum capital requirements” to become applicable.
Foreign exchange system
During the first quarter of 2002, the Argentine government established certain foreign exchange controls and restrictions.
On February 8, 2002, Decree No. 260 was issued, establishing as of February 11, 2002, a Single Free Exchange Market system, through which all transactions involving the exchange of foreign currency are to be traded at exchange rates to be freely agreed upon.
On such date, the Central Bank issued Communications A 3471 and A 3473, which stated that single and free exchange transactions can only be performed with entities authorized by the Central Bank to operate in foreign exchange. Item 4 of Central Bank Communication A 3471 stated that the exchange sale transactions in the single and free exchange market shall be performed using peso bills.
Since January 2, 2003, there have been further modifications to the restrictions imposed by the Central Bank. See “Exchange rates and exchange controls”.
Foreign currency loans
The Regulations on the allocation of deposits in foreign currencies establish that the lending capacity from foreign currency deposits, including U.S. dollar-denominated deposits to be settled in pesos, must fall under one of the following categories: (a) pre-financing and financing of exports to be made directly or through principals or other brokers; (b) financing to manufacturers or processors of goods, provided that such transactions were consummated by a purchase agreement with an exporter in foreign money and the goods are in compliance with all the standard market requirements; (c) financing to manufacturers of goods to be exported, as final products or as part of other goods, by third-party purchasers, provided that such transactions are secured or collateralized in foreign currency by said third-party purchasers; (d) debt securities or financial trust participation certificates whose underlying assets are loans made with the above-mentioned conditions and under the “Préstamos BID
 
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N° 1192/ OC-AR” program; (e) foreign currency debt securities or financial trust participation certificates offered by means of a public offering and authorized by the CNV, whose underlying assets are securities bought by the fiduciary and guaranteed by reciprocal guarantee companies in order to finance export transactions; (f) financings included under the “Préstamos BID N° 1192/ OC-AR” program, provided that such financings shall not be higher than 10% of the credit capacity; and (g) loans made from one financial entity to another.
General exchange position
The General Exchange Position, or GEP, is comprised of reserves in gold, foreign currency and bills in Argentina and abroad; deposits and investments of any term with foreign banks; investments in foreign corporate and government bonds; other liquid investments abroad; and correspondent debit and credit balances. It also includes purchases and sales of these assets already arranged and pending settlement involving foreign exchange purchases and sales performed with customers within a term not exceeding two business days. It does not include, however, third parties’ foreign assets held in custody, correspondent balances for third-party transfers pending settlement, term sales and purchases of foreign currency or securities nor direct investments abroad.
The GEP ceiling is calculated every month and, therefore, updated the first business day of the month. Pursuant to the relevant reporting system regulations this ceiling is set at 15% of the amount equivalent in U.S. dollars to the computable equity at the end of the month immediately preceding the last month when filing with the BCRA has already expired. It will be increased by an amount equivalent in U.S. dollars to 5% of the total amount traded by the institution on account of the purchases and sales of foreign currency in the calendar month prior to the immediately preceding month, and by 2% of the total demand and time deposits locally held and payable in foreign bills, excluding deposits held in custody, recorded by the institution at the end of the calendar month prior to the immediately preceding month. If the ceiling does not exceed US$1.5 million, this figure will be considered its floor.
Floors will be raised by US$5.0 million when the financial institution performs foreign exchange operations with 15 or more locations. In addition, they will be cumulatively raised by up to the amount equivalent to US$2.0 million on account of foreign currency holdings other than U.S. dollars and/or Euro; by up to US$1.0 million for checks issued against foreign banks and purchased from third parties to be credited in accounts held with correspondent banks; and by up to the amount equivalent to US$3 million for U.S. dollar or Euro balances sent to the United States Federal Reserve or the European Central Bank, still to be credited 72 hours after they are sent.
Institutions authorized to trade in foreign currency failing to comply with the GEP ceilings or the exchange reporting regulations should refrain from trading in foreign currency until they are in compliance with the above.
Although certain exceptions are admitted, institutions authorized to trade in foreign currency require the Central Bank’s prior consent to perform their own purchases when payment is made against delivery of foreign currency or other foreign assets comprising the GEP.
Debt classification and loan loss provisions
Credit portfolio
The regulations on debt classification are designed to establish clear guidelines for identifying and classifying the quality of assets, as well as evaluating the actual or potential risk of a lender sustaining losses on principal and/or interest, in order to determine, taking into account any loan security, whether the provisions against such contingencies are adequate. Banks must classify their loan portfolios into two different categories: (i) consumer or housing loans and (ii) commercial loans.
 
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Consumer and housing loans include housing loans, consumer loans, credit-card financings and other types of installment credits to individuals. All other loans are considered commercial loans. Consumer or housing loans in excess of Ps.500,000 the repayment of which is linked to its projected cash flows are classified as commercial loans. Central Bank regulations allow financial institutions to apply the consumer and housing loan classification criteria to commercial loans of up to Ps.500,000, given with or without guarantees. If a customer has both kinds of loans (commercial and consumer and housing loans), the consumer and housing loans will be added to the commercial portfolio to determine under which portfolio they should be classified based on the amount indicated. In these cases, the credit backed by preferred guarantees is considered to be at 50% of its face value.
Under the current debt classification system, each customer, as well as the customer’s outstanding debts, are included within one of six sub-categories. The debt classification criteria applied to the consumer loan portfolio are primarily based on objective factors related to customers’ performance on their obligations or their legal standing, while the key criterion for classifying the commercial loan portfolio is each borrower’s paying ability based on its future cash flow.
Commercial loans classification
The principal criterion to evaluate a loan pertaining to the commercial portfolio is its borrower’s ability to repay it, whose ability is mainly measured by such borrower’s future cash flow. Pursuant to Central Bank regulations, commercial loans are classified as follows:
     
Classification   Criteria
 
Normal
  Borrowers for whom there is no doubt as to their ability to comply with their payment obligations.
 
Under special tracking/observation
  Borrowers who, although considered to be able to meet all their financial obligations, are sensitive to changes that could compromise their ability to honor debts absent timely corrective measures.
 
Under special tracking/negotiation or refinancing agreement   Borrowers who are unable to comply with their obligations as agreed with the bank and, therefore, formally state, within 60 calendar days after the maturity date, their intention to refinance such debts. The borrower must enter into a refinancing agreement with the bank within 90 calendar days (if up to two lenders are involved) or 180 calendar days (if more than two lenders are involved) after the payment default date. If no agreement has been reached within the established deadline, the borrower must be classified under the next category according to the indicators established for each level.
 
With problems
  Borrowers with difficulties honoring their financial obligations under the loan on a regular basis, which, if uncorrected, may result in losses to the bank.
 
With high risk of insolvency
  Borrowers who are highly unlikely to honor their financial obligations under the loan.
 
Non-recoverable loans
  Loans classified as unrecoverable at the time they are reviewed (although the possibility might exist that such loans might be collected in the future).
 
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Classification   Criteria
 
Technically non-recoverable
  (a) Borrower has defaulted on its payment obligations under a loan for more than 180 calendar days according to the corresponding report provided by the Central Bank, which report includes (1) financial institutions liquidated by the Central Bank, (2) residual entities created as a result of the privatization of public financial institutions, or in the privatization or dissolution process, and (3) financial institutions whose licenses have been revoked by the Central Bank and find themselves subject to judicial liquidation or bankruptcy proceedings and (4) trusts in which Seguro de Depósitos S.A. (SEDESA) is a beneficiary, and/or (b) certain kinds of foreign borrowers (including banks or other financial institutions that are not subject to the supervision of the Central Bank or similar authority of the country in which they are incorporated) that are not classified as “investment grade” by any of the rating agencies approved by the Central Bank.
Consumer and housing loans classification
The principal criterion applied to loans in the consumer and housing portfolio is the length of its duration. Under the Central Bank regulations, consumer and housing borrowers are classified as follows:
     
Classification   Criteria
 
Normal
  If all payments on loans are current or less than 31 calendar days overdue and, in the case of checking account overdrafts, less than 61 calendar days overdue.
 
Inadequate performance
  Loans upon which payment obligations are overdue for a period of more than 31, but less than 90, calendar days.
 
Deficient performance
  Loans upon which payment obligations are overdue for a period of more than 90, but less than 180, calendar days.
 
Difficult recovery
  Loans in respect of which a legal action seeking collection has been filed or loans having payment obligations overdue for more than 180 calendar days, but less than 365 calendar days.
 
With high risk of insolvency
  Borrowers who are highly unlikely to honor their financial obligations under the loan.
 
Non-recoverable loans
  Loans in which the debtor is insolvent, and, therefore, have no, or at least very little, possibility of recovery, through legal actions or bankruptcy proceedings involving the debtor, or in which payment obligations are more than 365 calendar days overdue.
 
Technically non-recoverable
  Same criteria as for commercial loans in the technically non-recoverable category.
 
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Minimum credit provisions
The following minimum credit provisions are required to be made by Argentine banks in relation to the credit portfolio category:
                 
    With Preferred   Without Preferred
Category   Guarantees   Guarantees
 
“Normal” and “Normal Performance”
    1%       1%  
“Under observation” and “Inadequate performance”
    3%       5%  
“Under negotiation or refinancing agreement”
    6%       12%  
“With Problems” and “Deficient Performance”
    12%       25%  
“With high risk of insolvency” and “Difficult recovery”
    25%       50%  
“Non-recoverable”
    50%       100%  
“Technically non-recoverable”
    100%       100%  
Minimum frequency for classification review
We are required to classify loans at least once a year in accordance with the Central Bank Rules. Nevertheless, a quarterly review is required for credits that amount to 5% or more of our RC and mid-year review for credits that amount to the lower of: (i) Ps.1 million or (ii) range between 1% and 5% of our RC.
Allowances for loan losses
The allowance for loan losses is maintained in accordance with applicable regulatory requirements of the Central Bank. Increases in the allowance are based on the level of growth of the loan portfolio, as well as on the deterioration of the quality of existing loans, while decreases in the allowance are based on regulations requiring the write-off of non-performing loans classified as “non-recoverable” after a certain period of time and on decisions of the management to write off non-performing loans evidencing a very low probability of recovery.
Priority rights of depositors
Under Section 49 of the FIL, in the event of judicial liquidation or bankruptcy of a bank, depositors have a general and absolute priority right to collect their claims over all other creditors, except claims secured by pledges or mortgages and certain employee liens. Additionally, the holders of any type of deposit have a special priority right over all other creditors of the bank, except certain employee creditors, to be paid out of (i) any funds of the branch that may be in the possession of the Central Bank as Minimum Cash Reserve, (ii) any other funds of the bank existing as of the date on which the bank’s license is revoked, or (iii) any proceeds resulting from the mandatory transfer of certain assets of the financial institution to another as determined by the Central Bank pursuant to Section 35 of the Argentine Financial Institutions Law, according to the following order of priority: (a) deposits of up to Ps.50,000 per person (including all amounts such person deposited in one financial entity), or its equivalent in foreign currency, (b) all deposits of an amount higher than Ps.50,000, or its equivalent in foreign currency, and (c) all other deposits on a pro rata basis.
Mandatory deposit insurance system
Law No. 24,485, as amended by Law No. 25,089 and Decree No. 540, passed on April 12, 1995, created a Deposit Insurance System, or SSGD, which is mandatory for bank deposits, and delegated the responsibility for organizing and implementing the system to the Central Bank.
The SSGD has been implemented through the establishment of a Deposit Guarantee Fund, or FGD, managed by a private-sector corporation called Seguro de Depósitos Sociedad Anónima, or Deposit
 
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Insurance Corporation, or SEDESA. The shareholders of SEDESA are the federal government and a trust set up by the participating financial institutions. These institutions must pay into the FGD a monthly contribution determined by Central Bank regulations. The SSGD is financed through regular and additional contributions made by financial institutions, as provided for in Central Bank Communication A 3068, dated January 28, 2000.
The SSGD covers deposits made by individuals and legal entities in Argentine or foreign currency and maintained in accounts with the participating financial institutions, including checking accounts, savings accounts, and time deposits up to the amount of Ps.30,000.
Effective payment on this guarantee will be made within 30 business days after revocation of the license of the financial institution in which the funds are held; such payment is subsidiary, that is, not cumulative, to the exercise of the depositor’s priority rights.
In view of the circumstances affecting the financial system, Decree No. 214/2002 provided that SEDESA may issue registered securities for the purpose of offering them to depositors in payment of the guarantee in the event it should not have sufficient funds available.
The SSGD does not cover: (i) deposits maintained by financial institutions in other financial institutions, including certificates of deposit bought in the secondary market, (ii) deposits made by persons directly or indirectly affiliated with the institution, (iii) time deposits of securities, acceptances or guarantees, (iv) any transferable time deposits that have been transferred by endorsement, (v) any deposits benefiting from some incentive (e.g., car raffles) in addition to the agreed upon interest rate, and (vi) any deposits in which the agreed-upon interest rate is higher than the reference interest rates periodically released by the Central Bank for time deposits and demand deposit account balances.
Capital markets
Commercial banks are authorized to subscribe and sell debt securities. At present, there are no statutory limitations as to the amount of securities a bank may undertake to subscribe. However, under Central Bank regulations, underwriting of debt securities by a bank would be treated as “financial assistance” and, accordingly, until the securities are sold to third parties, such underwriting would be subject to limitations.
In 1990, the Buenos Aires securities market authorized firms organized as brokerage houses, or sociedades de bolsa, to operate as brokers on the Buenos Aires Stock Exchange in addition to individual stockbrokers. There are currently no restrictions on ownership of a sociedad de bolsa by a commercial bank, and, in fact, most of the principal commercial banks operating in Argentina have established their own sociedad de bolsa. All brokers, whether individuals or firms, are required to own at least one share of the MERVAL to be allowed to operate as a broker on the Buenos Aires Stock Exchange.
An agreement between the Buenos Aires Stock Exchange and representatives of the MAE dealers provides that trading in shares and other equity securities will be conducted exclusively on the Buenos Aires Stock Exchange and that all debt securities listed on the Buenos Aires Stock Exchange may also be traded on the MAE. Trading in Argentine government securities, which are not covered by the agreement, is conducted mainly on the MAE. The agreement does not extend to other Argentine exchanges.
Commercial banks may operate as both managers and custodians of Argentine fondos comunes de inversión or mutual funds; provided, however, that a bank may not act simultaneously as manager and custodian for the same fund.
 
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Financial institutions in economic difficulties
The Argentine Financial Institutions Law provides that any financial institution, including a commercial bank, operating at less than certain required technical ratios and minimum net worth levels or, in the judgment of the Central Bank, with impaired solvency or liquidity, must prepare a plan de regularización y saneamiento, or a restructuring plan. The plan must be submitted to the Central Bank on a specified date, not later than 30 calendar days from the date on which a request to that effect is made by the Central Bank. The Central Bank can appoint an interventor, or trustee, to the financial institution and restrict the distribution of dividends. In addition, to help ensure the feasibility of the plan, the Central Bank is empowered to grant a temporary exemption from compliance with technical regulations and/or payment of any fines that may arise from such noncompliance. Upon the institution’s failure to submit, secure regulatory approval of, or comply with, a restructuring plan, the Central Bank will be empowered to revoke the institution’s license to operate as such.
Dissolution and liquidation of financial institutions
As provided in the Argentine Financial Institutions Law, the Central Bank must be notified of any decision adopted by a financial institution’s legal or corporate authorities concerning its dissolution. The Central Bank, in turn, must then notify such decision to a competent court, which would then determine who will liquidate the entity: the corporate authorities or an independent liquidator appointed for the purpose. The court’s decision will be based on whether or not there is sufficient assurance that the corporate authorities are capable of carrying out such liquidation properly.
Pursuant to the FIL, the Central Bank no longer acts as liquidator of financial institutions. However, if a restructuring plan has failed or is not deemed feasible, or violations of local laws and regulations have been incurred, or significant changes have occurred in the institution’s condition since the original authorization was granted, then the Central Bank may revoke a bank’s license to operate as a financial institution. In this event, the law allows for judicial or extrajudicial liquidation. During the liquidation process and once the license to operate as a financial institution has been revoked, a court of competent jurisdiction may adjudge the former financial institution in bankruptcy or a petition in bankruptcy may be filed by any creditor of the bank after a period of 60 calendar days has elapsed since the license was revoked.
Money laundering
The concept of money laundering is generally used to denote transactions intended to introduce criminal proceeds into the institutional system and thus to transform profits from illegal activities into assets of a seemingly legitimate origin.
On April 13, 2000, the Argentine congress passed Law No. 25,246, which defines money laundering as a type of crime. In addition, the law, which supersedes several sections of the Argentine criminal code, created the so-called Financial Information Unit, establishing an administrative criminal system.
Money laundering is defined as a crime under the criminal code, which states that a crime will be committed whenever a person converts, transfers, manages, sells, encumbers, or otherwise uses money, or any other assets, stemming from a crime in which that person has not participated, with the possible result that the original or substituted assets may appear to be of a legitimate origin, provided the value of the assets exceeds Ps.50,000 whether such amount results from one or more transactions.
The main purpose of Law 25,246 is to prevent money laundering. In line with internationally accepted practice, it does not attribute responsibility for controlling these criminal transactions only to government agencies, but also assigns certain duties to diverse private sector entities such as banks,
 
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stockbrokers, brokerage houses and insurance companies. These duties consist basically in information capturing functions. The Central Bank regulation requires banks to take certain minimum precautions to prevent money laundering.
Each institution must appoint a senior management officer as the person responsible for money laundering prevention in charge of centralizing any information the Central Bank may require on its own initiative or at the request of any competent authority. In addition, this officer, or other person reporting to the general manager, the board of directors, or equivalent authority, will be responsible for the implementation, tracking and control of internal procedures to ensure compliance with the regulations.
In addition, financial institutions are required to report to the Superintendency any transaction that looks suspicious or unusual, or lacks economic or legal justification, or is unnecessarily complex, whether performed on isolated occasions or repeatedly. In July 2001, the Central Bank released a list of “non cooperative” jurisdictions so that financial institutions would pay special attention to transactions to and from those areas. Those jurisdictions are Myanmar, Nauru and Nigeria.
We comply with all applicable money laundering regulations as provided for by the Central Bank and the Financial Information Unit; in particular with Resolution N° 2 of the Financial Information Unit, dated October 25, 2002, which regulates Section 21 paragraphs a) and b) of Law 25,246 that provides for the gathering of information regarding suspicious operations and its report to the authorities.
Merger, consolidation and transfer of goodwill
Merger, consolidation and transfer of goodwill may be arranged between entities of the same or different type and will be subject to the prior approval of the Central Bank. The new entity must submit a financial-economic structure profile supporting the project in order to obtain authorization from the Central Bank.
Financial System Restructuring Unit
The Financial System Restructuring Unit was created to oversee the implementation of a strategic approach for those banks benefiting from assistance provided by the Central Bank. This unit is in charge of rescheduling maturities, determining restructuring strategies and action plans, approving transformation plans, and accelerating repayment of the facilities granted by the Central Bank.
 
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Management and corporate governance
GENERAL
We are managed by our board of directors, which is currently comprised of nine members and nine alternate members. For a description of the process for electing directors see “Description of Capital Stock — Election of directors.”
DUTIES AND LIABILITIES OF DIRECTORS
Under Argentine corporations law, directors have the obligation to perform their duties with the loyalty and the diligence of a prudent business person. Directors are jointly and severally liable to a corporation, the shareholders and third parties for the improper performance of their duties, for violating the law, the corporation’s bylaws or regulations, if any, and for any damage caused by fraud, abuse of authority or gross negligence. The following are considered integral to a director’s duty of loyalty: (i) the prohibition on using corporate assets and confidential information for private purposes; (ii) the prohibition on taking advantage, or to allow another to take advantage, by action or omission, of the business opportunities of the company; (iii) the obligation to exercise board powers only for the purposes for which the law, the corporation’s bylaws or the shareholders’ or the board of directors resolution have intended; and (iv) the obligation to take strict care so that acts of the board do not go, directly or indirectly, against the company’s interests. A director must inform the board of directors and the supervisory committee of any conflicting interest he may have in a proposed transaction and must abstain from voting thereon.
Under Argentine law, the board of directors is in charge of the management and administration of the Bank and, therefore, makes any and all decisions in connection therewith, as well as those decisions expressly provided for in the Argentine corporations law, the Bank’s bylaws and other applicable regulations. Furthermore, the board is generally responsible for the execution of the resolutions passed by shareholders meetings and for the performance of any particular task expressly delegated by the shareholders. In general, our board of directors is more involved in operating decision-making than might be customary in other jurisdictions.
BOARD OF DIRECTORS
The following table sets forth information about the members and alternate members of our board of directors, each of whom have terms that expire in April 2006:
                     
            Year of
Name   Position   Age   Appointment
 
Jorge Horacio Brito
  Chairman     53       2005  
Delfín Jorge Ezequiel Carballo
  Vice Chairman     53       2005  
Fernando Andrés Sansuste
  Director     53       2005  
Juan Pablo Brito Devoto
  Director     45       2005  
Jorge Pablo Brito
  Director     26       2005  
Luis Carlos Cerolini
  Director     52       2005  
Roberto Julio Eilbaum
  Director     61       2005  
Alejandro Macfarlane
  Director     40       2005  
Carlos Enrique Videla
  Director     60       2005  
Mario Eduardo Bartolomé
  Alternate director     60       2005  
 
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            Year of
Name   Position   Age   Appointment
 
Julia Inés Carreras
  Alternate director     55       2005  
Alejandro Guillermo Henke
  Alternate director     44       2005  
Ana M. M. Marcet
  Alternate director     45       2005  
Ernesto Eduardo Medina
  Alternate director     39       2005  
Sergio B. Patrón Costas Uriburu
  Alternate director     30       2005  
María Begoña Pérez de Solay
  Alternate director     34       2005  
Santiago Mario Portais
  Alternate director     44       2005  
Daniel Hugo Violatti
  Alternate director     43       2005  
The following family relationships exist within the board of directors: (i) Chairman Jorge Horacio Brito and Vice Chairman D. J. Ezequiel Carballo are brothers-in-law; (ii) Director Jorge Pablo Brito is the son of Chairman Jorge Horacio Brito and the nephew of vice chairman D. J. Ezequiel Carballo; and (iii) Chairman Jorge Horacio Brito and Director Juan Pablo Brito are cousins.
SENIOR MANAGEMENT
Our senior management oversees our day-to-day operations to ensure that our overall strategic objectives are being implemented and reports to our chief executive officer and our chief financial officer. In addition, we have the following committees comprised of different directors and senior management: internal audit committee; senior credit committee and operations and systems.
The following table sets forth certain relevant information of our current executive officers and our senior management.
                     
            Year of
Name   Position   Age   Appointment
 
Jorge Horacio Brito
  Chief Executive Officer     53       2005  
Delfín Jorge Ezequiel Carballo
  Chief Financial Officer     53       2005  
Fernando Andrés Sansuste
  Chief comptroller     53       2005  
Juan Pablo Brito Devoto
  Chief accounting officer     45       2005  
Guillermo Goldberg
  Commercial general manager     49       2005  
Julia Inés Carreras
  Operations and technology general manager     54       2005  
Alejandro Becka
  Credit risk manager     35       2005  
Mario Eduardo Bartolomé
  Human resources manager     60       2005  
Cármen Estévez
  Internal audit manager     48       2005  
Ana M. M. Marcet
  Credit portfolio manager     45       2005  
Ernesto Eduardo Medina
  Finance manager     39       2005  
Milagro Medrano
  Planning and management control manager/ Institutional relations manager     29       2005  
María Begoña Pérez de Solay
  Retail banking manager     34       2005  
Francisco Martín Sguera
  Legal manager     33       2005  
César Pablo Rossi
  Tax and subsidiaries manager     39       2005  
Daniel Hugo Violatti
  Accountancy manager     43       2005  
Set forth below are brief biographical descriptions of the members of our board of directors and our senior management. The business address of each of our current directors and management is Sarmiento 447, Buenos Aires, Republic of Argentina.
 
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Jorge Horacio Brito was born on July 23, 1952. He is the chairman of our board of directors and the senior member of our credit committee. He has been with our bank since June 1988. Mr. Brito is the chairman of Asociación de Bancos Argentinos, or Argentine Bank Association, or ADEBA, and he was the vice-chairman of Asociación de Bancos Públicos y Privados de la Argentina, or Public and Private Banks Argentine Association, or ABAPPRA. He also serves as chairman of the board of directors of Nuevo Banco Suquía, Sud Inversiones y Análisis S.A. and of Macro Securities S.A. Sociedad de Bolsa, and Inversora Juramento S.A. and director of Repsol Y.P.F.
Delfín Jorge Ezequiel Carballo was born on November 21, 1952. He is the vice-chairman of our board of directors and a member of our service credit committee. Mr. Carballo holds a law degree from the Law School of the Catholic University in Argentina. He has been with our bank since June 1988. Mr. Carballo also serves as vice-chairman of the board of directors of Nuevo Banco Suquía, Inversora Juramento S.A., Sud Inversiones y Análisis S.A., Macro Securities S.A. Sociedad de Bolsa and as chairman of the board of directors of Agropecuaria Macume S.A.
Fernando Andrés Sansuste was born on July 5, 1952. He is a member of our board of directors and a non-independent member of our audit committee and our internal audit committee. He has been with our bank since December 1988. Mr. Sansuste holds a public accountant degree from the School of Economics of the University of Buenos Aires in Argentina. Mr. Sansuste also serves as chairman of the board of directors of Macro Valores S.A., and director of Nuevo Banco Suquía, Sud Inversiones y Análisis S.A. and of Macro Securities S.A. Sociedad de Bolsa.
Juan Pablo Brito Devoto was born on March 25, 1960. He is a member of our board of directors, our internal audit committee and our operations and systems committee. He has been with our bank since December 1992. Mr. Brito Devoto holds a public accountant degree from the School of Economics of the University of Buenos Aires in Argentina. Mr. Brito Devoto also serves as director of Nuevo Banco Suquía, Macro Valores S.A., Macro Securities S.A. Sociedad de Bolsa and Sud Inversiones y Análisis S.A.
Jorge Pablo Brito was born on June 29, 1979. He is a member of our board of directors, our senior credit committee and our operations and systems committee. He has been a member of the board since June 2002. Mr. Brito also serves as director of Nuevo Banco Suquía and Inversora Juramento S.A., Macro Valores S.A. and as chairman of Macro Warrants S.A.
Luis Carlos Cerolini was born on January 27, 1954. He is a member of our board of directors and has been a member of the board since April 2000. Mr. Cerolini holds a law degree and a master in legal foreign affairs from the Law School of the National University of Córdoba in Argentina. Mr. Cerolini also serves as director of Nuevo Banco Suquía, Macro Warrants S.A. and Sud Inversiones y Análisis S.A. and as alternate director of Macro Securities S.A. Sociedad de Bolsa.
Roberto Julio Eilbaum was born on December 23, 1944. He is a member of our board of directors, and has been a member of the board since June 2002. Mr. Eilbaum holds a law degree from the Law School of the University of Buenos Aires in Argentina. Mr. Eilbaum also serves as director of Nuevo Banco Suquía.
Alejandro Macfarlane was born on August 16, 1965. He is a director and an independent member of our audit committee. Mr. Macfarlane has been on the board of directors since April 2005.
Carlos Enrique Videla was born on March 21, 1945. He is a member of our board of directors and an independent member of our audit committee and our internal audit committee. He has been a member of the board since December 1999. Mr. Videla holds a law degree from the Law School of the Catholic University of Argentina. Mr. Videla also serves as director of Sud Inversiones y Análisis S.A. and alternate director of Nuevo Banco Suquía.
 
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Mario Eduardo Bartolomé was born on August 12, 1945. He is an alternate member of our board of directors and our human resources manager. Mr. Bartolomé has served on the board of directors since July 2004.
Julia Inés Carreras was born on January 28, 1951. She is an alternate member of our board of directors and our operations and systems manager. She has been a member of our staff since September 2004. Ms. Carreras holds a scientific information technology engineering degree from the School of Science of the University of Buenos Aires in Argentina.
Alejandro Guillermo Henke was born on May 31, 1961. He is an alternate member of our board of directors, an alternate non-independent member of our audit committee. He has served on the board of directors since 2004. Mr. Henke holds an electronic engineering degree from the School of Science of the University of Buenos Aires in Argentina, a masters in finance, a business management masters and a PhD in economics (thesis pending) from the University of CEMA in Argentina.
Ana María Magdalena Marcet was born on February 24, 1961. She is an alternate member of our board of directors and is our credit manager, as well as the relations manager with the Central Bank. She has been a member of our staff since December 1996. Ms. Marcet holds a public accountant, economics and business administration degree from the School of Economics of the University of Buenos Aires and a master’s in banking management from the University of CEMA, both located in Argentina.
Ernesto Eduardo Medina was born on January 9, 1967. He is an alternate member of our board of directors, a member of our operations and systems committee and our finance manager. He has been a member of our staff since February 1989. Mr. Medina holds a public accountant and business administration degree from the School of Economics of the University of Buenos Aires in Argentina. In addition, Mr. Medina holds a degree in systems analysis from the University of Buenos Aires in Argentina. Mr. Medina also serves as director of Macro Securities S.A. Sociedad de Bolsa, MAE and as chairman of Sud Valores Sociedad Gerente de Fondos Comunes de Inversión S.A.
Sergio Benito Patrón Costas Uriburu was born on December 31, 1975. He is an alternate member of our board of directors and an alternate non-independent auditor of our audit committee. He has served on the board of directors since April 2004. Mr. Patrón Costas Uriburu holds a law degree from the School of Law of the University of Buenos Aires in Argentina.
María Begoña Pérez de Solay was born on March 28, 1971. She is an alternate member of our board of directors, a member of our operations and systems committee and our retail banking manager. She has served on the board of directors since July 2000. Ms. Pérez de Solay holds an architecture degree from the University of Belgrano in Argentina and a masters in business administration from the University of CEMA in Argentina.
Santiago Mario Portais was born on May 16, 1961. He is an alternate member of our board of directors and our financial entities manager. Mr. Portais has been a member of our staff since June 2002.
Daniel Hugo Violatti was born on May 27, 1962. He is an alternate member of our board of directors and our controller. He has been a member of our staff since December 1997. Mr. Violatti holds a public accountant degree from the School of Economics of the University of Buenos Aires in Argentina.
Cármen Esther Estévez was born on April 28, 1957. She is our internal audit manager and a member of our internal audit committee. Ms. Estévez holds a public accountant degree and a masters degree in system audits from the School of Economics of the University of Buenos Aires in Argentina. She has served on the board of directors since October 1997.
 
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Milagro Medrano was born on October 27, 1976. She is our planning and management control manager, our institutional relations manager and a member of our operations and systems committee. Ms. Medrano holds a business management degree from the Catholic University of Salta in Argentina. She has served on the board of directors since April 1997.
César Pablo Rossi was born in November 29, 1966. He is our tax and subsidiaries manager. Mr. Rossi holds a public accountant degree from the School of Economics of the University of Buenos Aires in Argentina. He has served on the board of directors since January 2005.
Francisco Martín Sguera was born on July 14, 1972. He is our legal manager. Mr. Sguera holds a law degree from the School of Law of the University of Buenos Aires, as well as a masters in trusts and a masters in banking law from Austral University in Argentina. Mr. Sguera has been with us since December 1996.
Guillermo Goldberg was born on January 30, 1957. Mr. Goldberg holds an economics degree from the School of Economics of the University of Buenos Aires in Argentina. Mr. Goldberg has been with us since July 2005.
Alejandro Becka was born on April 23, 1970. He is our credit risk manager and a member of our credit committee. Mr. Becka holds a public accounting degree from the School of Economics of the University of Buenos Aires in Argentina. In addition, he holds a post-graduate degree in finance from the Torcuato Di Tella University also in Argentina. Mr. Becka has been with us since September 1994.
Independence of the members of the board of directors and the supervisory committee
The members of the board of directors and the supervisory committee of a public company such as us must inform the CNV within ten days from the date of their appointment whether such members of the board of directors or the supervisory committee are “independent.” A director shall not be considered independent in certain situations, including where a director (i) owns a 35% equity interest in a company, or a lesser interest if such director has the right to appoint one or more directors of a company (hereinafter “significant participation”) or has a significant participation in a corporation having a significant participation in the company or a significant influence in the company, (ii) depends on shareholders, or is otherwise related to shareholders, having a significant participation in the company or of other corporations in which these shareholders have directly or indirectly a significant participation or significant influence, (iii) is or has been in the previous three years an employee of the company; (iv) has a professional relationship or is a member of a corporation that maintains professional relationships with, or receives remuneration (other than the one received in consideration of his performance as a director) from, a company or its shareholders having a direct or indirect significant participation or significant influence on the same, or with corporations in which the shareholders also have a direct or indirect significant participation or a significance influence; (v) directly or indirectly sells or provides goods or services to the company or to the shareholders of the same who have a direct or indirect significant participation or significant influence, for higher amounts than his remuneration as a member of the administrative body; or (vi) is the spouse or parent (up to second grade of affinity or up to fourth grade of consanguinity) of persons who, if they were members of the administrative body, would not be independent, according to the above listed rules.
Carlos Enrique Videla and Alejandro Macfarlane qualify as independent members of the board of directors under these criteria.
 
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Supervisory committee
Our bylaws provide for a supervisory committee, which consists of three syndics and three alternate syndics that serve for a term of one fiscal year. Pursuant to the Argentine corporate law, only lawyers and accountants admitted to practice in Argentina or civil partnerships composed of such persons may serve as syndics of an Argentine sociedad anónima, or limited liability corporation.
The primary responsibilities of the supervisory committee are to monitor the management’s compliance with Argentine corporate law, the bylaws, its regulations, if any, and the shareholders’ resolutions, and to perform other functions, including, but not limited to: (i) attending meetings of the board of directors, management committee and shareholders, (ii) calling extraordinary shareholders’ meetings when deemed necessary and ordinary and special shareholders’ meetings when not called by the board of directors and (iii) investigating written complaints of shareholders. In performing these functions, the supervisory committee does not control our operations or assess the merits of the decisions made by the directors.
The following table sets forth certain relevant information of the members of our supervisory committee, each who have terms that expire in April 2006.
                             
            Year of   Current
Name   Position   Age   Appointment   Term Ends
 
Fernando Aner
  Syndic     53       2005       April 2006  
Santiago Marcelo Maidana
  Syndic     76       2005       April 2006  
Ladislao Szekely
  Syndic     52       2005       April 2006  
Alejandro Almarza
  Alternate syndic     48       2005       April 2006  
Horacio Della Rocca
  Alternate syndic     52       2005       April 2006  
Carlos Marcelo Szpunar
  Alternate syndic     39       2005       April 2006  
Set forth below are brief biographical descriptions of the members of our supervisory committee.
Herman Fernando Aner is a syndic on our supervisory committee. Mr. Aner holds a public accountant degree from the School of Economics of the University of Buenos Aires in Argentina. Mr. Aner also serves as syndic of Nuevo Banco Suquía, Macro Securities S.A. Sociedad de Bolsa and Sud Inversiones y Análisis S.A. Mr. Aner was admitted to the Accountants Professional Association of the City of Buenos Aires in 1981.
Santiago Marcelo Maidana is a syndic on our supervisory committee. Mr. Maidana holds a law degree from the University of Buenos Aires in Argentina. Mr. Maidana was admitted to the Bar of the City of Buenos Aires in 1957.
Ladislao Szekely is a syndic on our supervisory committee. Mr. Szekely holds a public accountant degree from the School of Economics of the University of Buenos Aires in Argentina. Mr. Szekely also serves as syndic of Nuevo Banco Suquía, Macro Securities S.A. Sociedad de Bolsa and Sud Inversiones y Análisis S.A. Mr. Szekely was admitted to the Accountants Professional Association of the City of Buenos Aires in 1979.
Alejandro Almarza is an alternate syndic on our supervisory committee. Mr. Almarza holds a public accountant degree from the University of Buenos Aires in Argentina. Mr. Almarza was admitted to the Accountants Professional Association of the City of Buenos Aires in 1983.
Horacio Della Rocca is an alternate syndic on our supervisory committee. Mr. Della Rocca holds a public accountant degree from the School of Economics of the University of Buenos Aires in Argentina. Mr. Della Rocca was admitted to the Accountants Professional Association of the City of Buenos Aires in 1977.
 
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Carlos Marcelo Szpunar is an alternate syndic on our supervisory committee. Mr. Szpunar holds a public accountant degree from the School of Economics of the University of Buenos Aires in Argentina. Mr. Szpunar was admitted to the Accountants Professional Association of the City of Buenos Aires in 1989.
Audit committee
Our audit committee is comprised of three directors, two of whom have independent status according to CNV rules, and two alternate directors, both of whom are independent. The Argentine independence standards under CNV rules differ in many ways from the NYSE, NASDAQ or the U.S. federal securities law standards.
All of the members of our audit committee who were most recently appointed through a resolution of the board of directors dated May 2, 2005 were elected for one-fiscal year renewable terms.
The audit committee is responsible for the fulfillment of the duties within its powers, as set forth under the Argentine Decree No. 677/2001, including, among others, the following: (i) delivering an opinion regarding the board of director’s proposal of appointment of our external auditors and controlling their independent status, (ii) supervising the correct performance of our internal control and accounting systems, (iii) supervising the observance of the policies regarding information about our risk management, and (iv) delivering an opinion regarding transactions with related parties or transactions that may threaten any conflicts of interest. Furthermore, the audit committee has unlimited access to our books and registers and a right to request as much information as necessary for the performance of its duties.
The following table sets forth certain relevant information of the members of the audit committee, each of whom their current term ends in May 2006:
                         
            Year of    
Name   Position   Age   Appointment   Status
 
Fernando Andrés Sansuste
  Chairman     53       2005     Non-independent
Carlos Enrique Videla
  Vice-chairman     60       2005     Independent
Alejandro Macfarlane
  Member     40       2005     Independent
Alejandro Guillermo Henke
  Alternate member     44       2005     Non-independent
Sergio B. Patrón Costas Uriburu
  Alternate member     30       2005     Independent
 
Committees reporting to the board of directors and to the CEO and the CFO
The following committees are under the supervision of our board of directors: the internal audit committee, the operations and the systems committee and the senior credit committee.
Internal audit committee. The internal audit committee is responsible for supervising the correct functioning of our internal control systems and procedures. Furthermore, this committee reviews our annual and quarterly financial statements, the external auditor’s reports, the relevant financial information and the audit committee’s reports.
 
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The following table sets forth certain relevant information of the members of the internal audit committee.
     
Name   Position
 
Juan Pablo Brito Devoto
  Director
Fernando Andrés Sansuste
  Director
Carlos Enrique Videla
  Director (Independent)
Carmen Estévez
  Internal audit manager
Operations and systems committee. The operations and systems committee is responsible for the issuance of the operations and systems management policies. Furthermore, this committee verifies that the several management plans are in accordance with our business strategy and oversees the implementation of our strategic projects.
The following table sets forth certain relevant information of the members of the operations and systems committee.
     
Name   Position
 
Jorge Pablo Brito
  Director
Juan Pablo Brito Devoto
  Director
Julia Inés Carreras
  Operations and systems manager
Ernesto Eduardo Medina
  Finance manager
Milagro Medrano
  Planning and management control manager
María Begoña Pérez de Solay
  Retail banking manager
Daniel Hugo Violatti
  Accountancy manager
Senior credit committee. The senior credit committee is responsible for the issuance of our credit policy and credit analysis guidelines. Furthermore, this committee reviews and approves credit transactions in excess of Ps.1,000,000 and examines periodic reports related to our loan portfolio.
The following table sets forth certain relevant information of the members of the senior credit committee.
     
Name   Position
 
Jorge Horacio Brito
  Chairman
Delfín Jorge Ezequiel Carballo
  Vice chairman
Jorge Pablo Brito
  Director
Compensation
Argentine law provides that the compensation paid to all directors and syndics (including those directors who are also members of senior management) in a fiscal year may not exceed 5.0% of net income for such year, if the company is not paying dividends in respect of such net income. Argentine law increases the annual limitation on director compensation to up to 25.0% of net income based on the amount of such dividends, if any are paid. The board of directors determines the compensation of directors who are also members of senior management, with the affected directors abstaining. In the case of directors that perform duties at special commissions or perform administrative or technical tasks, the aforesaid limits may be exceeded if a shareholders’ meeting so approves and such issue is included in the agenda and is in accordance with the regulations of the CNV. In any case, the compensation of all directors and members of the supervisory committee requires shareholders’ ratification at an ordinary meeting.
 
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The aggregate amount of compensation paid by us to all of our directors, alternate directors and senior management during fiscal year 2004 was Ps.7,073,486.
Neither we nor any of our subsidiaries have entered into any agreement that provides for any benefit or compensation to any director after the expiration of his term.
Share Ownership
The persons who are currently members of our board of directors, our supervisory committee or are our senior management held as a group 366,047,531 shares of our capital stock as of November 30, 2005, the most recent date for which this information is available. This represented approximately 60% of our outstanding capital stock as of January 31, 2006. Other than Jorge Horacio Brito, Delfín Jorge Ezequiel Carballo, Fernando Andrés Sansuste, Juan Pablo Brito Devoto, Carlos Enrique Videla, and Alejandro Guillermo Henke, no member of our board of directors, the supervisory committee or any member of senior management beneficially owned shares as of January 31, 2006.
The following table sets forth the beneficial ownership of our shares by the members of our board of directors, our supervisory committee and members of senior management:
                 
        Percentage of
    Number of   capital stock on a
Shareholder Name   shares owned   fully-diluted basis (%)
 
Jorge Horacio Brito
    155,707,269       25.57%  
Delfín Jorge Ezequiel Carballo
    136,924,509       22.49%  
Fernando Andrés Sansuste
    62,442,843       10.25%  
Juan Pablo Brito Devoto
    10,963,809       1.80%  
Carlos Enrique Videla
    18,241       0.00%  
Alejandro Guillermo Henke
    17,860       0.00%  
 
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Principal and selling shareholders
As of January 31, 2006, we had 608,943,437 outstanding shares of common stock, consisting of 11,235,670 Class A shares and 597,707,767 Class B shares, all with a par value of Ps.1.00 per share. Following the global offering, we will have 683,943,437 outstanding shares of common stock, of which 11,235,670 will be Class A shares and 672,707,767 will be Class B shares. Each share of our common stock represents the same economic interests, except that holders of our Class A shares are entitled to five votes per share and holders of our Class B shares are entitled to one vote per share. As of January 31, 2006, we had 4,333 holders of record of our shares.
The table below sets forth information concerning the ownership of our Class A and Class B shares as of January 31, 2006, and after giving effect to the global offering, for each of our shareholders that beneficially own 5% or more of our common stock.
                                                                 
                    Percentage of
            Percentage of   Percentage of    
                    Maximum   Maximum
        Voting   Capital   Minimum   Minimum   potential   potential
    Number of shares prior   power   stock   potential   potential   voting   capital
    to the offering   prior   prior   voting power   capital stock   power   stock
        to the   to the   after the   after the   after the   after the
    Class A   Class B   offering   offering   offering(1)   offering(1)   offering(1)   offering(1)
 
Jorge Horacio Brito(2)(3)
    4,110,747       151,596,522       26.3       25.6       20.0       18.9       21.7       20.8  
Delfín Jorge Ezequiel Carballo(2)
    3,795,903       133,128,606       23.3       22.5       17.7       16.7       19.3       18.3  
Fernando Andrés Sansuste
    2,015,826       60,427,017       10.8       10.3       8.2       7.6       8.9       8.3  
Juan Pablo Brito Devoto(3)
    281,590       10,682,219       1.8       1.8       1.4       1.3       1.5       1.5  
Other Shareholders
    1,031,604       241,873,403       37.8       39.9       52.6       55.5       48.5       51.1  
Total
    11,235,670       597,707,767       100.0       100.0       100.0       100.0       100.0       100.0  
 
(1) Potential holdings after the global offering will depend upon the amount of shares sold in the preferential subscription or purchased pursuant to the standby agreement, as the case may be, and the exercise of the overallotment option. Amounts shown in this table exclude the exercise of the overallotment option.
 
(2) Mssrs. Brito and Carballo are brothers-in-law.
 
(3) Mssrs. Brito and Brito Devoto are cousins.
The table below sets forth information concerning our selling shareholders.
                                                         
    Number of   Number of       Minimum potential   Maximum potential
    shares being   shares subject   Number of   holdings after   holdings after
    sold in   to the   shares subject   global offering(1)   global offering(1)
Selling   global   overallotment   to standby        
Shareholder(2)   offering   option   purchase   Class A %   Class B %   Class A %   Class B %
 
Jorge Horacio Brito
    26,488,000       6,074,791       12,864,392       36.6       18.6       36.6       20.5  
Delfín Jorge Ezequiel Carballo
    22,792,000       5,227,146       11,069,360       33.8       16.4       33.8       18.0  
Fernando Andrés Sansuste
    10,472,000       2,401,662       5,085,922       17.9       7.4       17.9       8.2  
Juan Pablo Brito Devoto
    1,848,000       423,823       897,516       2.5       1.3       2.5       1.4  
 
(1) Potential holdings after the global offering will depend upon the amount of shares sold in the preferential subscription or purchased pursuant to the standby agreement, as the case may be, and the exercise of the overallotment option. Amounts shown in this table exclude the exercise of the overallotment option.
 
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Principal and selling shareholders
 
(2) The address of each selling shareholder is Sarmiento 447, 1041 Buenos Aires, Argentina.
The table below represents the evolution of our capital stock and the material changes in equity participation of the controlling shareholders, in both cases, since June 30, 2002.
                         
Date   Capital Stock (Ps.)   Event   Controlling Shareholders
             
June 30, 2002
    64,410,357     Capital increase   Banco Macro S.A.
59.58%
January 31, 2003
    455,242,646     Capitalization of
irrevocable capital
contributions
  Banco Macro S.A.
81.23%
December 31, 2003     608,943,437     Merger with Banco Macro S.A.   Jorge H. Brito
30.93%
Delfín Jorge Ezequiel Carballo
25.73%
Fernando Andrés Sansuste
11.75%
Juan Pablo Brito Devoto
2.12%
 
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Related party transactions
We are not party to any transactions with, and have not made any loans to, any of our directors, key management personnel or other related persons, nor are there any proposed transactions with such persons, except for those permitted by applicable law. Some of our directors have been involved in certain credit transactions with us. The Argentine Corporations’ Law and Central Bank regulations allow directors of a corporation to enter into a transaction with such corporation if the transaction is in line with prevailing market practice. Additionally, lending to persons or entities affiliated with us is subject to the regulations of the Central Bank. These regulations set limits on the amount of credit that can be extended to affiliates based on, among other things, a percentage of our adjusted shareholders’ equity.
We are required by the Central Bank to present, on a monthly basis, a list of the outstanding amount of credit advanced to directors, controlling shareholders, officers and other related entities that is recorded in the minute book of the Board of Directors. Central Bank Rules establish that loans to directors, controlling shareholders, officers and other related entities must be granted on an equal basis with respect to rates, tenor and guarantees as loans granted to the general public.
For each of December 31, 2005, 2004, 2003 and 2002, an aggregate of Ps. 92.6 million, Ps. 66.8 million, Ps. 26.2 million and Ps. 17.0 million, respectively, in financial assistance granted by us (credit, including guarantees granted) was outstanding to related parties. “Related parties” is defined as our directors, our senior officers, our syndics, our controlling shareholders as well as individuals related to them and any entities directly or indirectly affiliated with any of these parties that are not required to be consolidated. The single largest amount of financial assistance outstanding as of December 31, 2005, was Ps. 42.21 million to Inversores Juramento S.A., a company owned by our controlling shareholders.
 
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Description of capital stock
Set forth below is certain information relating to our capital stock, including brief summaries of certain provisions of our bylaws, the Argentine corporate law and certain related laws and regulations of Argentina, all as in effect as at the date hereof. The following summary description of our capital stock does not purport to be complete and is qualified in its entirety by reference to our bylaws, the Argentine corporate law and the provisions of other applicable Argentine laws and regulations, including the CNV and the Buenos Aires Stock Exchange rules.
GENERAL
We are a financial institution incorporated on November 21, 1966 as a sociedad anónima, a stock corporation, duly incorporated under the laws of Argentina for a 99-year period and registered on March 8, 1967 with the Public Registry of Commerce of the City of Buenos Aires under Nr. 1154 of Book 2, Volume 75 of Sociedades Anónimas.
Our capital stock prior to this offering consists of Ps.608,943,437, represented by 11,235,670 common, book-entry Class A shares, with a par value of one peso each and the right to five votes per share, and 597,707,767 common, book-entry Class B shares, with a par value of one peso each and the right to one vote per share. Under our bylaws, we may issue different classes of shares of common stock entitled with one to five votes per share. However, as long as we remain public we cannot issue additional shares of any class of capital stock that could entitle the holder thereof to more than one vote per share. All outstanding shares are fully paid and our shareholders have authorized a capital increase of 75,000,000 Class B shares. Our Class B shares have been listed on the Buenos Aires Stock Exchange since 1993. Holders of Class A shares are permitted to convert their shares into Class B shares on a one-for-one basis.
CORPORATE PURPOSE
Our bylaws sets forth that our corporate purpose is to engage within or outside of Argentina in any banking transaction contemplated and authorized under the FIL, and other laws, rules and regulations governing banking activities in the place of performance, under the guidelines and with prior authorization, if appropriate, of the Central Bank. In addition, we are capable of acting as an agent in connection with securities in the open market, and in any exchange transactions contemplated under the legal provisions in effect governing the activity, under the guidelines and with the prior authorization, if appropriate, of the CNV. To that effect, we have full legal capacity to develop rights, incur obligations, and execute any kind of act and transaction related thereto. Furthermore, we are capable of having interests in other domestic or foreign financial institutions with the prior authorization of the Central Bank.
SHAREHOLDERS’ LIABILITY
Shareholders’ liability for losses of a company is limited to the value of their shareholdings in the company. Under Argentine corporate law, however, shareholders who voted in favor of a resolution that is subsequently declared void by a court as contrary to Argentine laws or a company’s bylaws (or regulations, if any) may be held jointly and severally liable for damages to such company, other shareholders or third parties resulting from such resolution. See also “Risk Factors— Our shareholders may be subject to liability for certain votes of their securities”.
 
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REDEMPTION AND RIGHTS OF WITHDRAWAL
Our shares are subject to redemption in connection with a reduction in capital by the vote of a majority of shareholders at an extraordinary shareholders’ meeting. Any shares so redeemed must be cancelled by us.
Whenever our shareholders approve a spin-off or merger in which we are not the surviving corporation, the change of our corporate legal status, a fundamental change in our corporate purpose, change of our domicile outside of Argentina, voluntary withdrawal from public offering or delisting, our continuation in the case of mandatory delisting or cancellation of the public offering authorization, or a total or partial recapitalization following a mandatory reduction of our capital or liquidation, any shareholder that voted against such action that was approved or did not attend the meeting at which the decision was taken, may withdraw and receive the book value of its shares, determined on the basis of our latest balance sheet prepared or that should have been prepared in accordance with Argentine laws and regulations, provided that such shareholder exercises its appraisal rights within a determined period. However, because of the absence of legal precedent directly on point, there is doubt as to whether holders of ADSs will be able to exercise appraisal rights either directly or through the depositary with respect to Class B shares represented by ADSs. Appraisal rights must be exercised within the five days following the adjournment of the meeting at which the resolution was adopted, in the event that the dissenting shareholder voted against such resolution, or within 15 days following such adjournment if the dissenting shareholder did not attend such meeting and can prove that he was a shareholder on the date of such meeting. In the case of merger or spin-off, appraisal rights may not be exercised if the shares to be received as a result of such transaction are authorized for public offering or listed. Appraisal rights are extinguished if the resolution giving rise to such rights is revoked at another shareholders’ meeting held within 75 days of the meeting at which the resolution was adopted.
Payment on the appraisal rights must be made within one year of the date of the shareholders’ meeting at which the resolution was adopted, except when the resolution was to delist our stock or to continue following a mandatory delisting, in which case the payment period is reduced to 60 days from the resolution date.
PREEMPTIVE AND ACCRETION RIGHTS
In the event of a capital increase, a holder of existing common shares of a given class has a preemptive right to subscribe for a number of shares of the same class sufficient to maintain the holder’s existing proportionate holdings of shares of that class.
In addition, shareholders are entitled to the right to subscribe on pro-rata basis for the unsubscribed shares remaining at the end of a preemptive rights offering, known as accretion rights.
Holders of ADSs may be restricted in their ability to exercise preemptive rights if a prospectus under the Securities Act relating thereto has not been filed or is not effective or an exemption is not available. Preemptive rights are exercisable during the 30 days following the last publication of notice to the shareholders in the Official Bulletin of the Republic of Argentina, or the Official Gazette and an Argentine newspaper of wide circulation. Pursuant to Argentine corporate law, in the case of public companies, such 30-day period may be reduced to a minimum of ten days if so approved by the company’s shareholders at an extraordinary shareholder’s meeting.
Shares not subscribed by the shareholders by virtue of their exercise of preemptive rights or accretion rights may be offered to third parties.
 
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VOTING RIGHTS
Under our bylaws, each Class A share entitles the holder thereof to five votes at any meeting of our shareholders and Class B shares entitle the holders thereof to one vote per share. However, according to Argentine corporate law, shares entitle the holder to only one vote per share to vote the approval of: an early dissolution, a merger or spin-off when we are not the surviving entity, a reduction of capital stock and redemption of shares, a transformation from one type of entity to another, a limitation of shareholders’ preemptive rights, a transfer of our domicile outside Argentina, and a fundamental change of our corporate purpose set forth in our bylaws. In such cases Class A shares are entitled to only one vote per share and Class B shares are entitled to only one vote per share. In addition, pursuant to Argentine applicable law, as long as we remain public we cannot issue additional shares of any class of capital stock that could entitle the holder thereof to more than one vote per share.
REGISTRATION REQUIREMENTS OF FOREIGN COMPANIES THAT HOLD CLASS B SHARES DIRECTLY
Under Argentine regulations, foreign companies that hold shares directly (and not as ADSs) in an Argentine company must register with the IGJ to exercise certain shareholder rights, including voting rights. The registration requires the filing of corporate and accounting documents in order to demonstrate that the foreign shareholder’s main activity is conducted outside of Argentina.
LIQUIDATION RIGHTS
In the case of our liquidation or dissolution we are requested to communicate such event to the Central Bank, and our assets will be applied to satisfy our outstanding liabilities and proportionally distributed first among our holders of preferred stock as per the terms of the preferred stock, if any. If any surplus remains, it will be proportionally distributed among holders of our common stock.
ORDINARY AND EXTRAORDINARY MEETINGS
Shareholders’ meetings may be ordinary meetings or extraordinary meetings. We are required to convene and hold an ordinary meeting of shareholders within four months of the close of each fiscal year to consider the matters specified in the first two paragraphs of Section 234 of the Argentine Corporation Law, such as the approval of our financial statements, allocation of net income for such fiscal year, approval of the reports of the board of directors and the statutory audit committee and election and remuneration of directors and members of the statutory audit committee. In addition, pursuant to Decree 677/2001, at an ordinary shareholders’ meetings, our shareholders must consider (i) the disposition of, or creation of any lien over, our assets as long as such decision has not been performed under the ordinary course of business; (ii) the execution of administration or management agreements; and (iii) whether to approve the payment of any agreement providing assets or services to us as long as such payment is material when measured against the volume of the ordinary course of business and our shareholders’ equity. Other matters which may be considered at an ordinary meeting convened and held at any time include the responsibility of directors and members of the statutory audit committee, capital increases and the issuance of certain corporate bonds. Extraordinary shareholders’ meetings may be called at any time to consider matters beyond the authority of an ordinary meeting, including amendment of the bylaws, issuance of debentures, early dissolution, merger, spin off, reduction of capital stock and redemption of shares, transformation from one type of entity to another and limitation of shareholders’ preemptive rights.
 
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NOTICES OF MEETINGS
Notices of shareholders’ meetings are governed by the provisions of Argentine Corporations Law. Furthermore, notice of shareholders’ meetings must be published for five days in the Official Gazette, in an Argentine newspaper of wide circulation and in the publications of Argentine exchanges or securities markets in which our shares are traded, at least twenty (20) but not more than forty five (45) days prior to the date on which the meeting is to be held. Such notice must include information regarding the type of meeting to be held, the date, time and place of such meeting and the agenda. If a quorum is not available at such meeting, a notice for a second meeting, which must be held within 30 days of the date on which the first meeting was called, must be published for three days, at least eight days before the date of the second meeting. The above-described notices of shareholders’ meetings may be effected simultaneously for the second meeting to be held on the same day as the first meeting, only in the case of ordinary meetings. Shareholders’ meetings may be validly held without notice if all shares of our outstanding capital stock are present and resolutions are adopted by unanimous vote of such shares.
QUORUM AND VOTING REQUIREMENTS
The quorum for ordinary meetings of shareholders on first call is a majority of the shares entitled to vote, and action may be taken by the affirmative vote of an absolute majority of the shares present that are entitled to vote on such action. If a quorum is not available at the first meeting a second meeting may be held at which action may be taken by the holders of an absolute majority of the shares present, regardless of the number of such shares. The quorum for an extraordinary shareholders’ meeting on first call is 60% of the shares entitled to vote, and if such quorum is not available, a second meeting may be held, for which the quorum is 20% of the shares entitled to vote.
Action may be taken at extraordinary shareholders’ meetings by the affirmative vote of an absolute majority of shares present that are entitled to vote on such action, except that: the approval of a majority of shares with voting rights (for these purposes non-voting preferred shares shall have voting rights), without application of multiple votes, is required at both the first and second meeting for: (i) the transfer of our domicile outside Argentina, (ii) a fundamental change of the corporate purpose set forth in our bylaws, (iii) our anticipated dissolution, (iv) the total or partial redemption of shares, (v) our merger or spin-off, if we are not the surviving entity, or (vi) the transformation of our corporate legal status, in which cases resolutions shall be adopted by the affirmative vote of the majority of shares with the right to vote. Preferred shares will be entitled to one vote in this circumstances.
Shareholders’ meetings may be called by the board of directors or the members of the statutory audit committee whenever required by law or whenever they deem it necessary. Also, the board or the members of the statutory audit committee are required to call shareholders’ meetings upon the request of shareholders representing an aggregate of at least five percent of our outstanding capital stock. If the board or the statutory audit committee fails to call a meeting following such a request, a meeting may be ordered by the CNV or by the courts. In order to attend a meeting, a shareholder must also deposit with us a certificate of book-entry shares registered in its name and issued by Caja de Valores S.A. at least three business days prior to the date on which the meeting is to be held. If so entitled to attend a meeting, a shareholder may be represented by proxy. Proxies may not be granted to our board, members of the statutory audit committee, officers or employees.
See also “Risk Factors— Our controlling shareholders have the ability to direct our business and their interests could conflict with yours”.
 
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ELECTION OF DIRECTORS
Currently, the shareholders present at any annual ordinary meeting may determine the size of the board of directors, provided that there shall be no less than three and no more than twelve directors. Any director so appointed will serve for one fiscal year. At the shareholders’ meeting on September 26, 2005, any director so appointed will serve for one fiscal year. At the shareholders’ meeting on September 26, 2005, our shareholders adopted an amendment to our bylaws that modifies the term for service and the process of election of directors. According to the amendment, each director’s term will be three fiscal years. If the shareholders elect more than eight board members, each director will be re-elected as a staggered board. At the time of the first annual meeting after the approval of the amendment in which the shareholders decide to elect more than eight board members, the shareholders will designate approximately one-third of the directors to be reelected one year later, one-third to be reelected two years later, and one-third to be reelected three years later. Each group must contain at least three directors. After the first term, directors shall be elected for three-year terms.
ANTI-TAKEOVER PROVISIONS
Our bylaws do not contain any provision that would (i) oblige us to disclose information regarding our shareholders; (ii) have the effect of delaying, deferring or preventing a change in control, the last of which may happen only in the event of a merger, acquisition or public offering for acquisition.
FORM AND TRANSFER
Our current capital stock is represented by book-entry shares. Our shareholders are required to hold their shares through book-entries directly made by Caja de Valores in the stock registry of the company carried by Caja de Valores or through book-entries with brokers, banks and other entities approved by the CNV that have accounts with Caja de Valores, or with the participants of the Caja de Valores. Caja de Valores is in charge of maintaining a stock registry on our behalf based on information received from shareholders that chose to hold their shares directly by registration on the stock registry of the company and from participants of the Caja de Valores, and in accordance with Argentine law only those holders listed in the stock registry either directly or through participants of the Caja de Valores will be recognized as shareholders. Shares held by participants of the Caja de Valores have the same rights as shares recorded in our shareholders’ register.
 
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Description of American depositary shares
AMERICAN DEPOSITARY RECEIPTS
The Bank of New York, as depositary, will execute and deliver the ADRs. Each ADR is a certificate evidencing a specific number of American Depositary Shares, also referred to as ADSs. Each ADS will represent ten Class B shares (or a right to receive ten Class B shares) deposited with the principal Buenos Aires office of Banco Rio De La Plata S.A., as custodian for the depositary in Argentina. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The depositary’s office at which the ADRs will be administered is located at 101 Barclay Street, New York, New York 10286.
You may hold ADSs either directly (by having an ADR registered in your name) or indirectly through your broker or other financial institution. If you hold ADSs directly, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADR holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.
As an ADR holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Argentine law governs shareholder rights. The depositary will be the holder of the Class B shares underlying your ADSs. As a holder of ADRs, you will have ADR holder rights. A deposit agreement among us, the depositary and you, as an ADR holder, and the beneficial owners of ADRs sets out ADR holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADRs.
The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. See “Where You Can Find More Information” for directions on how to obtain copies of those documents.
HOW WILL YOU RECEIVE DIVIDENDS AND OTHER DISTRIBUTIONS ON THE SHARES?
The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on Class B shares or other deposited securities, after deducting its fees and expenses described below. You will receive these distributions in proportion to the number of Class B shares your ADSs represent.
Cash. The depositary will convert, as promptly as practicable, any cash dividend or other cash distribution we pay on the Class B shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADR holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADR holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.
Before making a distribution, any withholding taxes that must be paid will be deducted. See “Taxation.” It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.
Shares. The depositary may distribute additional ADSs representing any Class B shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell Class B shares, which would require it to deliver a fractional ADS, and distribute the net proceeds in the same
 
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way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new Class B shares.
Rights to purchase additional Class B shares. If we offer holders of our securities any rights to subscribe for additional Class B shares or any other rights, the depositary may make these rights available to you. If the depositary decides it is not legal and practical to make the rights available but that it is practical to sell the rights, the depositary will use reasonable efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.
If the depositary makes rights to purchase Class B shares available to you, it will exercise the rights and purchase the shares on your behalf. The depositary will then deposit the shares and deliver ADSs to you. It will only exercise rights if you pay it the exercise price and any other charges the rights require you to pay.
U.S. securities laws may restrict transfers and cancellation of the ADSs representing Class B shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADRs described in this section except for changes needed to put the necessary restrictions in place.
Other Distributions. The depositary will send to you anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to you unless it receives satisfactory evidence from us that it is legal to make that distribution.
The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holders. We have no obligation to register ADSs, Class B shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADRs, Class B shares, rights or anything else to ADR holders. (See “Risk Factors— Risks Relating to our Class B shares and the ADSs”). This means that you may not receive the distributions we make on our Class B shares or any value for them if it is illegal or impractical for us to make them available to you.
DEPOSIT, WITHDRAWAL AND CANCELLATION
How are ADSs issued?
The depositary will deliver ADSs if you or your broker deposits Class B shares or evidence of rights to receive Class B shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADRs at its office to the persons you request.
How do ADS holders cancel ADSs and obtain shares?
If you surrender ADSs to the depositary, upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the Class B shares and any other deposited securities underlying the surrendered ADSs to you or a person you designate at the office of the custodian. At your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible.
 
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VOTING RIGHTS
How do you vote?
You may instruct the depositary to vote the shares underlying your ADRs. If we ask for your instructions, the depositary will notify you of the upcoming vote and arrange to deliver our voting materials to you. Otherwise, you will not be able to exercise your right to vote unless you withdraw the shares. However, you may not know about the meeting far enough in advance to withdraw the shares. We will use our best efforts to request that the depositary notify you of upcoming votes and ask for your instructions. The voting materials will describe the matters to be voted on and explain how you may instruct the depositary to vote the shares or other deposited securities underlying your ADRs as you direct by a specified date. For instructions to be valid, the depositary must receive them on or before the date specified. The depositary will try, as far as practical, subject to Argentine law and the provisions of our bylaws, to vote or to have its agents vote the shares or other deposited securities as you instruct. If the depositary does not receive voting instructions from you by the specified date, it will consider you to have authorized it to give a discretionary proxy to a person designated by us. The depositary will give a discretionary proxy in those circumstances to vote on all questions to be voted upon provided, however, that if the depositary is advised that it is not permitted pursuant to Argentine law or regulations to issue more than one proxy, then the depositary shall vote or cause to be voted the deposited securities for which no instructions shall have been received in accordance with the written instructions of a person designated by us, unless we notify the depositary that:
we do not wish such proxy given,
 
we think there is substantial shareholder opposition to the particular question; or
 
we think the particular question would have an adverse impact on our shareholders.
The depositary will only vote or attempt to vote as you instruct or as described in the preceding sentence.
 
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FEES AND EXPENSES
Persons depositing Class B shares or ADR holders will be required to pay certain fees as detailed in the following table:
     
Amount of Fees   Purpose of Fees
 
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)     Issuance of ADSs, including issuances resulting from a
     distribution of Class B shares, rights or other property
      Cancellation of ADSs for the purpose of withdrawal, including if
     the deposit agreement terminates
 
$.02 (or less) per ADS (to the extent not prohibited by the rules of any stock exchange on which the ADSs are listed for trading)     Any cash distribution to you
 
A fee equivalent to the fee that would be payable if securities distributed to you had been Class B shares and the shares had been deposited for issuance of ADSs     Distribution of securities distributed to holders of deposited
     securities which are distributed by the depositary to ADR holders
 
Registration or transfer fees     Transfer and registration of Class B shares on our share register
     to or from the name of the depositary or its agent when you
     deposit or withdraw Class B shares.
In addition, persons depositing Class B shares or ADR holders are required to pay the following expenses:
Expenses of the depositary including converting foreign currency to U.S. dollars, and cable, telex and facsimile transmissions (when expressly provided in the deposit agreement);
 
Taxes and other governmental charges the depositary or the custodian have to pay on any ADR or share of common stock underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes; and
 
Any charges incurred by the depositary or its agents for servicing the deposited securities; however, no charges of this type are currently made in the Argentine market.
PAYMENT OF TAXES
The depositary may deduct the amount of any taxes owed from any payments to you. It may also sell deposited securities, by public or private sale, to pay any taxes owed. You will remain liable if the proceeds of the sale are not enough to pay the taxes. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any proceeds, or send to you any property, remaining after it has paid the taxes.
 
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RECLASSIFICATIONS, RECAPITALIZATIONS AND MERGERS
     
If we:   Then:
  Change the nominal or par value of our Class B shares;

  Reclassify, split up or consolidate any of the deposited securities;

  Distribute securities on the Class B shares that are not distributed to
      you; or

  Recapitalize, reorganize, merge, liquidate, sell all or substantially
      all of our assets, or take any similar action.
  (1) The cash, shares or other securities received by the depositary will become deposited securities. Each ADS will automatically represent its equal share of the new deposited securities; and

(2) The depositary may distribute some or all of the cash, shares or other securities it received. It may also deliver new ADRs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.
AMENDMENT AND TERMINATION
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADR holders, it will not become effective for outstanding ADRs until 30 days after the depositary notifies ADR holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADRs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.
How may the deposit agreement be terminated?
The depositary will terminate the deposit agreement if we ask it to do so. The depositary may also terminate the deposit agreement if the depositary has told us that it would like to resign and we have not appointed a new depositary bank within 30 days. In either case, the depositary must notify you at least 30 days before termination.
After termination, the depositary and its agents will do the following under the deposit agreement but nothing else: (a) collect distributions on the deposited securities, (b) sell rights and other property, and (c) deliver Class B shares and other deposited securities upon cancellation of ADRs. Four months after termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement for the pro rata benefit of the ADR holders that have not surrendered their ADRs. It will not invest the money and has no liability for interest. The depositary’s only obligations will be to account for the money and other cash. After termination, our only obligations will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay.
 
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LIMITS ON OUR OBLIGATIONS AND THE OBLIGATIONS OF THE DEPOSITARY; LIMITS ON LIABILITY TO HOLDERS OF ADRS
The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:
are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;
 
are not liable if either of us is prevented or delayed by law or circumstances beyond our control from performing our obligations under the deposit agreement;
 
are not liable if either of us exercises discretion permitted under the deposit agreement;
 
have no obligation to become involved in a lawsuit or other proceeding related to the ADRs or the deposit agreement on your behalf or on behalf of any other party; and
 
may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party.
In the deposit agreement, we agree to indemnify the depositary for acting as depositary, except for losses caused by the depositary’s own negligence or bad faith, and the depositary agrees to indemnify us for losses resulting from its negligence or bad faith.
REQUIREMENTS FOR DEPOSITARY ACTIONS
Before the depositary will deliver or register a transfer of an ADR, make a distribution on an ADR, or permit withdrawal of Class B shares, the depositary may require:
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any Class B shares or other deposited securities;
 
satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
 
compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
The depositary may refuse to deliver ADSs or register transfers of ADSs generally when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.
YOUR RIGHT TO RECEIVE THE CLASS B SHARES UNDERLYING YOUR ADRS
You have the right to surrender your ADSs and withdraw the underlying Class B shares at any time except:
When temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of Class B shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our Class B shares.
 
When you owe money to pay fees, taxes and similar charges.
 
When it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADRs or to the withdrawal of Class B shares or other deposited securities.
This right of withdrawal may not be limited by any other provision of the deposit agreement.
 
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PRE-RELEASE OF ADRS
The deposit agreement permits the depositary to deliver ADSs before deposit of the underlying Class B shares. This is called a pre-release of the ADSs. The depositary may also deliver Class B shares upon cancellation of pre-released ADSs (even if the ADSs are surrendered before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying Class B shares are delivered to the depositary. The depositary may receive ADSs instead of Class B shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions: (a) before or at the time of the pre-release, the person to whom the pre-release is being made represents to the depositary in writing that it or its customer (i) owns the Class B shares or ADSs to be deposited, (ii) assigns all beneficial right, title and interest in such and for the benefit of the owners, and (iii) will not take any action with respect to such Class B shares or ADSs, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the depositary, disposing of such Class B shares or ADSs, as the case may be, other than in satisfaction of such pre-release); (b) the pre-release is fully collateralized with cash or other collateral that the depositary considers appropriate; and (c) the depositary must be able to close out the pre-release on not more than five business days’ notice. In addition, the depositary will limit the number of ADSs that may be outstanding at any time as a result of a pre-release, although the depositary may disregard the limit from time to time, if it thinks it is appropriate to do so.
 
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Taxation
The following discussion addresses the material Argentine and United States federal income tax consequences of acquiring, holding and disposing of our Class B shares or ADSs.
This discussion is not a comprehensive discussion of all the tax considerations that may be relevant to a decision to purchase our Class B shares or ADSs and is not applicable to all categories of investors, some of which may be subject to special rules, and does not specifically address all of the Argentine and United States federal income tax considerations applicable to any particular holder. It is based upon the tax laws of Argentina and the United States as in effect on the date of this prospectus, which are subject to change, possibly with retroactive effect, and to differing interpretations. Each prospective purchaser is urged to consult its own tax advisor about the particular Argentine and United States federal income tax consequences to it of an investment in our Class B shares or ADSs. This discussion is also based upon the representations of the depositary and on the assumption that each obligation in the deposit agreement among us, The Bank of New York, as depositary, and the registered holders and beneficial owners of our ADSs, and any related documents, will be performed in accordance with its terms.
Although there presently is no income tax treaty between Argentina and the United States, the tax authorities of the two countries have had discussions that may culminate in such a treaty. We cannot assure you, however, as to whether or when a treaty will enter into force or how it will affect holders of our Class B shares or ADSs.
MATERIAL ARGENTINE TAX CONSIDERATIONS
The following summary constitutes the opinion of our counsel as to Argentine tax matters, of the material Argentine tax considerations relating to the purchase, ownership and disposition of our Class B shares or ADSs.
Dividends tax
Dividends paid on our Class B shares or ADSs, whether in cash, property or other equity securities, are not subject to income tax withholding, except for dividends paid in excess of our taxable accumulated income at the previous fiscal period which are subject to withholding at the rate of 35% applicable on such excess and regarding both local and foreign shareholders.
Capital gains tax
Due to the amendments made to the Argentine Income Tax Law by Law 25,414, Decree 493/2001 (the “AITL”) and the abrogation of Law 25,414 by 25,556, it is not clear whether certain amendments are in effect. Although opinion No. 351 of the National Treasury General Attorney Office solved the most important matters related to capital gains, certain issues still remain unclear.
Resident individuals. Pursuant to a reasonable construction of the AITL: (i) income obtained from the sale, exchange or other disposition of our Class B shares or ADSs by resident individuals who do not sell or dispose of Argentine shares on a regular basis would not be subject to Argentine income tax; and (ii) although there still exists uncertainty regarding this issue, income obtained from the sale, exchange or other disposition of our Class B shares or ADSs by resident individuals who sell or dispose of Argentine shares on a regular basis should be exempt from Argentine income tax.
Foreign beneficiaries. Capital gains obtained by non-residents or foreign entities from the sale, exchange or other disposition of our Class B shares or ADSs are exempt from income tax. Pursuant to a reasonable construction of the AITL, and although the matter is not completely free from doubt, such treatment should also apply to those foreign beneficiaries that qualify as offshore entities.
 
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Local entities. Capital gains obtained by Argentine entities (in general, entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of non-Argentine entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina) derived from the sale, exchange or other disposition of our Class B shares or ADSs are subject to income tax at the rate of 35%. Losses arising from the sale of our Class B shares or ADSs can be offset against the same type of income.
Personal assets tax
Argentine entities, such as us, have to pay the personal assets tax corresponding to Argentine and foreign individuals and foreign entities for the holding of our shares at December 31 of each year. The applicable tax rate is 0.5% and is levied on the valor patrimonial proporcional, or the book value, of the shares arising from the last balance sheet. Pursuant to the Personal Assets Tax Law, the Argentine company is entitled to seek reimbursement of such paid tax from the applicable Argentine individuals and/or foreign shareholders.
Value added tax
The sale, exchange or other disposition of our Class B shares or ADSs and the distribution of dividends are exempted from the value added tax.
Transfer taxes
The sale, exchange or other disposition of our Class B shares or ADSs is not subject to transfer taxes.
Stamp taxes
Argentine residents may be subject to stamp tax in certain Argentine provinces in case transfer of our Class B shares or ADSs is performed or executed in such jurisdiction by means of written agreements. No stamp taxes are levied in the City of Buenos Aires.
Other taxes
There are no Argentine inheritance or succession taxes applicable to the ownership, transfer or disposition of our Class B shares or ADSs. In addition, neither the minimum presumed income tax nor any local gross turnover tax is applicable to the ownership, transfer or disposition of our Class B shares or ADSs.
Tax treaties
Argentina has signed tax treaties for the avoidance of double taxation with Australia, Austria, Belgium, Bolivia, Brazil, Canada, Chile, Denmark, Finland, France, Germany, Italy, the Netherlands, Norway, Spain, Sweden, Switzerland and the United Kingdom. There is currently no tax treaty or convention in effect between Argentina and the United States. It is not clear when, if ever, a treaty will be ratified or entered into effect. As a result, the Argentine tax consequences described in this section will apply, without modification, to a holder of our Class B shares or ADSs that is a U.S. resident. Foreign shareholders located in certain jurisdictions with a tax treaty in force with Argentina may be exempted from the payment of the personal asset tax.
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following summary constitutes the opinion of our U.S. counsel as to tax matters, of the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of our Class B shares or ADSs. This discussion applies only to beneficial owners of Class B shares or ADSs that are “U.S. holders” (as defined below) that hold Class B shares or ADSs as “capital assets” (generally, property held for investment). This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, final, temporary and proposed Treasury regulations, administrative
 
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pronouncements and judicial decisions, all as currently in effect and all of which are subject to change (possibly on a retroactive basis) and to different interpretations.
This discussion does not purport to address all U.S. federal income tax considerations that may be relevant to a particular holder, and you are urged to consult your own tax advisor regarding your specific tax situation. The discussion does not address the tax considerations that may be relevant to U.S. holders in special tax situations, such as:
  dealers in securities or currencies;
 
  insurance companies;
 
  tax-exempt organizations;
 
  traders in securities that elect to mark to market;
 
  certain financial institutions;
 
  partnerships or other pass-through entities;
 
  holders whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
 
  U.S. expatriates;
 
  holders that hold Class B shares or ADSs as part of a hedge, straddle or conversion transaction; or
 
  holders that own, directly, indirectly, or constructively, 10% or more of the total combined voting power of our shares.
This discussion does not address the alternative minimum tax consequences of holding Class B shares or ADSs or the indirect consequences to holders of equity interests in partnerships or other entities that own our Class B shares or ADSs, nor does this discussion does not address the state, local and foreign tax consequences of holding our Class B shares or ADSs.
You should consult your own tax advisor regarding the U.S. federal, state, local and foreign income and other tax consequences of purchasing, owning, and disposing of our Class B shares or ADSs in your particular circumstances.
You are a “U.S. holder” if you are a beneficial owner of Class B shares or ADSs and you are for U.S. federal income tax purposes:
  an individual who is a citizen or resident of the United States;
 
  a corporation, or any other entity taxable as a corporation, created or organized in or under the laws of the United States or any state thereof, including the District of Columbia; or
 
  an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
If a partnership holds our Class B shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. A prospective investor who is a partner of a partnership holding our shares should consult its own tax advisor.
In general, for U.S. federal income tax purposes, U.S. holders that are beneficial owners of ADSs will be treated as the beneficial owners of the Class B shares represented by those ADSs.
Taxation of Dividends. Distributions with respect to the Class B shares or ADSs (other than distributions in redemption of the Class B shares subject to Section 302(b) of the Code or in a liquidation of the bank) will, to the extent made from our current or accumulated earnings and profits as determined under U.S. federal income tax principles, constitute dividends for U.S. federal income tax purposes. Whether such current or accumulated earnings and profits will be sufficient for all such distributions on the Class B shares or ADSs to qualify as dividends for U.S. federal income tax
 
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purposes depends on our future profitability and other factors, many of which are beyond our control. We do not currently maintain calculations of our earnings and profits under U.S. federal income tax principles. Unless and until these calculations are made, distributions should be presumed to be taxable dividends for U.S. federal income tax purposes. As used below, the term “dividend” means a distribution that constitutes a dividend for U.S. federal income tax purposes. Subject to the passive foreign investment company (“PFIC”) rules discussed below, cash dividends (including amounts withheld in respect of Argentine taxes) paid with respect to:
  the Class B shares generally will be includible in the gross income of a U.S. holder as ordinary income on the day on which the dividends are received by the U.S. holder; or
 
  the Class B shares represented by ADSs generally will be includible in the gross income of a U.S. holder as ordinary income on the day on which the dividends are received by the depositary;
and, in either case, these dividends will not be eligible for the dividends received deduction allowed to corporations. To the extent that such a distribution exceeds the amount of our earnings and profits, it will be treated as a non-taxable return of capital to the extent of the U.S. holder’s adjusted tax basis in the Class B shares or ADSs, and thereafter as capital gain (provided that the Class B shares or ADSs are held as capital assets).
Subject to certain exceptions for short-term and hedged positions, the amount of dividends received by certain U.S. holders (including individuals) prior to January 1, 2009 with respect to the ADSs will be subject to taxation at a maximum rate of 15% if the dividends represent “qualified dividend income.” Dividends paid on the ADSs will be treated as qualified dividend income if (i) the ADSs are readily tradable on an established securities market in the United States and (ii) we were not in the year prior to the year in which the dividend was paid, and are not in the year in which the dividend is paid, a PFIC. Under current guidance recently issued by the Internal Revenue Service (“IRS”), the ADSs should qualify as readily tradable on an established securities market in the United States once and so long as they are listed on the New York Stock Exchange, but no assurances can be given that the ADSs will be or remain readily tradable under future guidance. See below for a discussion of our potential PFIC classification.
Based on existing IRS guidance, it is not entirely clear whether dividends received with respect to the Class B shares will be treated as qualified dividends, because the Class B shares are not themselves listed on a United States exchange. In addition, the United States Treasury Department has announced its intention to promulgate additional procedures pursuant to which holders of ADSs or Class B stock and intermediaries through whom such securities are held will be permitted to rely on certifications from issuers to establish that dividends are treated as qualified dividends. Because such procedures have not yet been issued, we are not certain that we will be able to comply with them. You should consult your own tax advisors regarding the availability of the preferential dividend tax rate in the light of your own particular circumstances.
Dividends paid in pesos will be includible in the gross income of a U.S. holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day they are received by the U.S. holder, in the case of Class B shares, or the depositary, in the case of Class B shares represented by ADSs, regardless of whether the payment is in fact converted to U.S. dollars. If dividends paid in pesos are converted into U.S. dollars on the day they are received by the U.S. holder or the depositary, as the case may be, U.S. holders should not be required to recognize foreign currency gain or loss in respect of the dividend income. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is included in the gross income of a U.S. holder through the date such payment is converted into dollars (or otherwise disposed of) will be treated as U.S. source ordinary income or loss. However, U.S. holders should consult their own tax advisors
 
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regarding the treatment of any foreign currency gain or loss if any pesos received by the U.S. holder or the depositary are not converted into U.S. dollars on the date of receipt.
Dividends received by most U.S. holders will constitute foreign source “passive income” or, in the case of some U.S. holders such as banks, “financial services income” for U.S. foreign tax credit purposes. U.S holders should note, however, that recently enacted legislation eliminates the “financial services income” category with respect to taxable years beginning after December 31, 2006. Under this legislation, the foreign tax credit limitation categories will be limited to “passive category income” and “general category income.” Subject to limitations under U.S. federal income tax law concerning credits or deductions for foreign taxes and certain exceptions for short-term and hedged positions, an Argentine withholding tax would be treated as a foreign income tax eligible for credit against a U.S. holder’s U.S. federal income tax liability (or at a U.S. holder’s election, may be deducted in computing taxable income if the U.S. holder has elected to deduct all foreign income taxes). The rules with respect to foreign tax credits are complex and U.S. holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances. The IRS has expressed concern that intermediaries in connection with depositary arrangements may be taking actions that are inconsistent with the claiming of foreign tax credits by U.S. persons who are holders of depositary shares. Accordingly, investors should be aware that the discussion above regarding the availability of foreign tax credits for Argentine withholding tax on dividends paid with respect to Class B shares represented by ADSs could be affected by future action taken by the IRS.
Taxation of Capital Gains. Deposits and withdrawals of Class B shares by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.
Subject to the discussion below under “—Passive Foreign Investment Companies,” gain or loss realized by a U.S. holder on the sale, redemption or other taxable disposition of Class B shares or ADSs will be subject to U.S. federal income taxation as capital gain or loss in an amount equal to the difference between the amount realized (including the gross amount of the proceeds of the sale or other taxable disposition before the deduction of any Argentine tax) on the taxable disposition and such U.S. holder’s adjusted basis in the Class B shares or the ADSs. Capital gains of certain non-corporate U.S. holders, including individuals, derived with respect to capital assets held for more than one year may be eligible for various reduced rates of taxation. For example, for capital assets held for over one year and sold or exchanged in taxable years beginning before January 1, 2009, the maximum rate of tax generally will be 15% (rather than the higher rates of tax generally applicable to items of ordinary income). The deductibility of capital losses is subject to limitations. Any gain or loss realized by a U.S. holder will generally be treated as a U.S. source gain or loss for U.S. foreign tax credit purposes.
If Argentine withholding tax is imposed on the sale or disposition of Class B shares or ADSs, the amount realized by a U.S. holder will include the gross amount of the proceeds of such sale or disposition before deduction of the Argentine withholding tax. The availability of U.S. foreign tax credits for these Argentine taxes and any Argentine taxes imposed on distributions that do not constitute dividends for U.S. tax purposes is subject to various limitations and involves the application of rules that depend on a U.S. holder’s particular circumstances. U.S. holders are urged to consult their own tax advisors regarding the application of the U.S. foreign tax credit rules to their investment in, and disposition of, Class B shares or ADSs.
Passive Foreign Investment Companies. U.S. holders should carefully consider the discussion below regarding our potential treatment as a PFIC for U.S. federal income tax purposes.
In general, if during any taxable year of a non-U.S. corporation, 75% or more of the corporation’s gross income consists of certain types of “passive” income, or the average value during a taxable year of the “passive assets” of the corporation (generally assets that generate passive income) is 50% or more of the average value of all the corporation’s assets, the corporation will be treated as a PFIC under U.S. federal income tax law. Passive income for this purpose generally includes interest,
 
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dividends, royalties, rents and gains from commodities and securities transactions. Certain exceptions are provided, however, for passive income derived in the conduct of an active business.
We are unable to determine if we are a PFIC because the application of the PFIC rules to banks is unclear under present U.S. federal income tax law. Banks generally derive a substantial part of their income from assets that are interest bearing or that otherwise could be considered passive under the PFIC rules. The IRS has issued a notice and has proposed regulations that exclude from passive income any income derived in the active conduct of a banking business by a qualifying foreign bank (the “active bank exception”). The IRS notice and proposed regulations have different requirements for qualifying as a foreign bank, and for determining the banking income that may be excluded from passive income under the active bank exception. Moreover, the proposed regulations have been outstanding since 1994 and will not be effective unless finalized.
Because final regulations have not been issued and because the notice and the proposed regulations are inconsistent, our status under the PFIC rules is subject to considerable uncertainty. While we conduct, and intend to continue to conduct, a significant banking business, there can be no assurance that we will satisfy the specific requirements for the active bank exception under either the IRS notice or the proposed regulations. In this regard, we presently derive significant income from securities that may not constitute banking income for purposes of the active bank exception. Accordingly, U.S. holders could be subject to U.S. federal income tax under the rules described below. U.S. holders should consult their tax advisors regarding this issue.
If we are treated as a PFIC for any taxable year, a U.S. holder would be subject to special rules (and may be subject to increased tax liability and form filing requirements) with respect to (a) any gain realized on the sale or other disposition of Class B shares or ADSs, and (b) any “excess distribution” made by us to the U.S. holder (generally, any distribution during a taxable year in which distributions to the U.S. holder on the Class B shares or ADSs exceed 125% of the average annual distributions the U.S. holder received on the Class B shares or ADSs during the preceding three taxable years or, if shorter, the U.S. holder’s holding period for the Class B shares or ADSs). Under those rules, (a) the gain or excess distribution would be allocated ratably over the U.S. holder’s holding period for the Class B shares or ADSs, (b) the amount allocated to the taxable year in which the gain or excess distribution is realized and to taxable years before the first day on which we became a PFIC would be taxable as ordinary income, (c) the amount allocated to each prior year in which we were a PFIC would be subject to U.S. federal income tax at the highest tax rate in effect for that year and (d) the interest charge generally applicable to underpayments of U.S. federal income tax would be imposed in respect of the tax attributable to each prior year in which we were a PFIC. In addition, as discussed above, a U.S. holder would not be entitled to (if otherwise eligible for) the preferential reduced rate of tax payable on certain dividend income.
These effects may be mitigated if such U.S. holder makes an election to be taxed currently on its pro rata portion of the corporation’s income, whether or not such income is distributed in the form of dividends (a “QEF election”), or otherwise makes a “mark-to-market” election with respect to the corporation’s stock as permitted by the Code. A QEF election will probably not be available, however, because the information necessary to make this election will probably not be provided.
A U.S. holder may also mitigate these effects by electing mark-to-market treatment for its ADSs or Class B shares, provided the relevant shares constitute “marketable stock” as defined in Treasury regulations. Our ADSs and our Class B shares will be “marketable stock” if they are “regularly traded” on a “qualified exchange or other market”. The term “qualified exchange or other market” includes the New York Stock Exchange. Our ADSs will be “regularly traded” if they are traded on at least 15 days during each calendar quarter, other than in de minimis quantities. For the calendar year of our initial public offering, our ADSs will be regularly traded if they are regularly traded, other than in de minimis amounts, on 1/6 of the days remaining in the quarter in which the offering occurs, and
 
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on at least 15 days during each remaining quarter of the calendar year. No assurance can be provided that our ADSs will be characterized as regularly traded on a qualified exchange or other market for this purpose. Our Class B shares will be treated as listed on a “qualified exchange or other market” for purposes of the relevant Treasury regulations if the exchange on which they are listed has sufficient trading volume, listing, financial disclosure and surveillance, is regulated or supervised by a governmental authority of the country in which the market is located, and meets certain other characteristics. It is unclear whether the Buenos Aires Stock Exchange would meet these requirements and whether there would be sufficient trading of the Class B shares for the Class B shares to be characterized as “regularly traded.” It is therefore unclear whether a U.S. holder would be able to elect mark-to-market treatment for the Class B shares.
A U.S. holder electing the mark-to-market regime generally would compute gain or loss at the end of each taxable year as if the Class B shares or ADSs had been sold at fair market value. Any gain recognized by the U.S. holder under mark-to-market treatment, or on an actual sale, would be treated as ordinary income, and the U.S. holder would be allowed an ordinary deduction for any decrease in the value of Class B shares or ADSs as of the end of any taxable year, and for any loss recognized on an actual sale, but only to the extent, in each case, of previously included market-to-market income not offset by previously deducted decreases in value. Any loss on an actual sale of Class B shares or ADSs would be a capital loss to the extent in excess of previously included mark-to-market income not offset by previously deducted decreases in value. A U.S. holder’s tax basis in Class B shares or ADSs would increase or decrease by gain or loss taken into account under the mark-to-market regime.
A mark-to-market election under the PFIC rules applies to all future years of an electing U.S. holder during which the Class B shares or ADSs are regularly traded on a qualifying exchange, unless revoked with the IRS’s consent.
If we are characterized as a PFIC and, at any time, we have non-U.S. subsidiaries that are classified as PFICs, U.S. holders generally will be deemed to own, and also would be subject to the PFIC rules with respect to, their indirect ownership interests in that lower-tier PFIC. If we are characterized as a PFIC, the U.S. holder could incur liability for the deferred tax and interest charge described above if either (1) we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or (2) the U.S. holder disposes of all or part of its Class B shares or ADSs. A mark-to-market election under the PFIC rules with respect to shares would not apply to a lower-tier PFIC, and a U.S. holder would not be able to make such a mark-to-market election in respect of its indirect ownership interest in that lower-tier PFIC. Consequently, U.S. holders of shares could be subject to the PFIC rules with respect to income of the lower-tier PFIC the value of which already had been taken into account indirectly via mark-to-market adjustments.
Information Reporting and Backup Withholding. Information reporting requirements will apply to dividends in respect of the Class B shares or ADSs or the proceeds from the sale, exchange, or redemption of the Class B shares or ADSs paid within the United States (and, in some cases, outside of the United States) to U.S. holders, unless, in either case, the U.S. holder is an exempt recipient (such as a corporation). A 28% backup withholding tax may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number or to report interest and dividends required to be shown on its federal income tax returns. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a credit against the U.S. holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.
 
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Underwriting
The global offering described in this prospectus consists of (i) an international offering of 94,182,810 Class B shares, in the form of 9,418,281 ADSs, in the United States and other jurisdictions outside Argentina, (ii) an underwritten offering in Argentina of 12,500,000 Class B shares and (iii) a preferential subscription to minority shareholders, and any standby purchase, in Argentina of 29,917,190 Class B shares.
We and the selling shareholders have entered into an international underwriting agreement with UBS Securities LLC and Raymond James & Associates, Inc., the representatives of the international underwriters and the joint book-running managers of the international offering. Subject to the terms and conditions of the international underwriting agreement, each of the international underwriters has severally agreed to purchase from us and the selling shareholders the number of the Class B shares (in the form of ADSs) listed next to its name in the following table:
         
    Number of
International underwriters   Class B shares
 
UBS Securities LLC
       
Raymond James & Associates, Inc.
       
       
Total
       
       
We have entered into an Argentine underwriting agreement with Raymond James Argentina Sociedad de Bolsa S.A. providing for the concurrent offer and sale of our Class B shares in Argentina. The closings of this international offering and the Argentine underwritten offering are conditioned upon each other.
Under Argentine law, our existing shareholders have preemptive rights and accretion rights in connection with any capital increase by us. Accordingly, we will grant our existing shareholders the opportunity to subscribe for 75,000,000 Class B shares at the peso equivalent of the public offering price per Class B share of the international and Argentine offerings. The subscription period will begin on or about March 22, 2006 and expire on or about March 31, 2006. In order to facilitate the international and Argentine offerings, the selling shareholders will, pursuant to an assignment of rights agreement, assign their preemptive rights to subscribe for 45,082,810 Class B shares with respect to the capital increase to the international and Argentine underwriters, and the international and Argentine underwriters, subject to closing conditions set forth in the international and Argentine underwriting agreements, respectively, will exercise such rights in order to acquire such Class B shares, to be offered in the international offering (in the form of ADSs) and the Argentine offering. Additionally, in order to ensure that we obtain the estimated net proceeds expected from the global offering, the selling shareholders, pursuant to a standby purchase agreement, have agreed, subject to closing conditions set forth in such agreement, to purchase from us at the public offering price per Class B share any of the 29,917,190 Class B shares not purchased by minority shareholders pursuant to their preferential subscription rights.
We intend to settle any preferential rights exercised prior to the settlement date of the offer price and allocations of the ADSs and Class B shares in the international and Argentine underwritten offerings on or about the closing of those offerings. We intend to settle any other preferential rights exercised after such settlement date on or about the expiration date of the preferential subscription period. We intend to settle any accretion rights exercised in the preferential subscription on or about three business days following the expiration of the preferential subscription period. We intend to settle any
 
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Underwriting
 
standby purchase on or about the fifth business day following the expiration of the preferential subscription period.
The international and Argentine underwriters have entered into an inter-syndicate agreement which governs matters relating to the global offering. Under this agreement, each international underwriter has agreed that, as part of its distribution of ADSs and subject to permitted exceptions, it has not offered or sold, and will not offer to sell, directly or indirectly, any Class B shares or ADSs or distribute any prospectus relating to the Class B shares or ADSs to any person in Argentina or to any other dealer who does not so agree. Each Argentine underwriter similarly has agreed that, as part of its distribution of our Class B shares and subject to permitted exceptions, it has not offered or sold, and will not offer to sell, directly or indirectly, any Class B shares or distribute any prospectus relating to our Class B shares to any person outside of Argentina or to any other dealer who does not so agree. These limitations do not apply to stabilization transactions or to transactions between the international and Argentine underwriters, who have agreed that they may sell Class B shares or ADSs, as the case may be, between respective underwriting syndicates. The number of Class B shares or ADSs, as the case may be, actually allocated to each offering may differ from the amount offered due to reallocation between the international and Argentine underwritten offerings.
CONDITIONS OF THE OFFERING
The international underwriting agreement provides that the international underwriters must buy all of the ADSs if they buy any of them. However, the international underwriters are not required to take or pay for the ADSs covered by the international underwriters’ over-allotment option described below.
The ADSs are offered subject to a number of conditions, including:
receipt and acceptance of the ADSs by the international underwriters; and
 
the international underwriters’ right to reject orders in whole or in part.
We have been advised by the representatives that the international underwriters intend to make a market in our ADSs but that they are not obligated to do so and may discontinue making a market at any time without notice.
In connection with this international offering, certain of the international underwriters or securities dealers may distribute prospectuses electronically.
OVER-ALLOTMENT OPTION
The selling shareholders have granted the international underwriters an option to buy up to an aggregate of 1,412,742 additional ADSs, representing 14,127,422 Class B shares. The international underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with this international offering. The international underwriters have 30 days from the date of this prospectus to exercise this option. If the international underwriters exercise this option, they will each purchase additional ADSs approximately in proportion to the amounts specified in the table above.
COMMISSION AND DISCOUNTS
ADSs purchased in this international offering will be initially offered at the offering price for ADSs set forth on the cover of this prospectus. Any ADSs sold by the international underwriters to securities dealers may be sold at a discount of up to US$               per ADS from the public offering price. Any of these securities dealers may resell any ADSs purchased from the international underwriters to other brokers or dealers at a discount of up to US$               per ADS from the public offering price. Sales of
 
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Underwriting
 
ADSs made outside the United States may be made by affiliates of the international underwriters. If all ADSs are not sold at the public offering price, the representatives may change the offering price and the other selling terms. Upon execution of the international underwriting agreement, the international underwriters will be obligated to purchase the ADSs at the prices and upon the terms stated therein and, as a result, will thereafter bear any risk associated with changing the offering price to the public or other selling terms. The representatives of the international underwriters has informed us that they do not expect to sell more than an aggregate                   ADSs to accounts over which it exercises discretionary authority.
The following tables show the per ADS and total underwriting discounts and commissions we and the selling shareholders will pay to the international underwriters assuming both no exercise and full exercise of the international underwriters’ option to purchase up to an additional 1,412,742 ADSs.
         
Paid by Us   No Exercise
 
Per ADS
  US$    
Total
  US$    
                 
Paid by the Selling Shareholders   No Exercise   Full Exercise
 
Per ADS
  US$       US$    
Total
  US$       US$    
In the event that a payment made by us or the selling shareholders to the underwriters under the international underwriting agreement is subject to withholding or deduction for or on account of any Argentine taxes, duties or governmental charges, we and the selling shareholders have agreed to pay to the underwriters, on an after-tax basis, such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction will equal the amounts that would have been received if no withholding or deduction had been made. Such additional amounts received by the underwriters will not in the aggregate exceed 9% of the amount of the global offering.
We estimate that the total expenses of this global offering, not including the underwriting discounts and commissions, will be approximately US$2,876,000.
NO SALES OF SIMILAR SECURITIES
We, our directors, including the selling shareholders, and certain members of senior management, have entered into lock-up agreements with the international underwriters. Under these agreements, subject to certain exceptions, we and each of these persons may not, without the prior written approval of UBS Securities LLC and Raymond James & Associates, Inc., offer, sell, contract to sell or otherwise dispose of or hedge shares of our capital stock or ADSs or securities convertible into or exercisable or exchangeable for shares of our capital stock or ADSs. These restrictions do not apply to the Class B shares to be sold in the concurrent Argentine offering. These restrictions will be in effect for a period of 180 days after the date of this prospectus. At any time and without public notice, UBS Securities LLC and Raymond James & Associates, Inc. may in their sole discretion release all or some of the securities from these lock-up arrangements.
INDEMNIFICATION AND CONTRIBUTION
We and the selling shareholders have agreed to indemnify the international underwriters and their controlling persons against certain liabilities, including liabilities under the Securities Act, or to contribute to payments which the international underwriters and their controlling persons may be required to make in respect of those liabilities.
 
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Underwriting
 
LISTING
Our Class B common stock is listed on the Buenos Aires Stock Exchange under the symbol “BSUD”. We have applied to list the ADSs for trading on the NYSE under the trading symbol “BMA”.
PRICE STABILIZATION, SHORT POSITIONS
In connection with this international offering, the international underwriters may engage in activities that stabilize, maintain or otherwise affect the price of our Class B shares and ADSs, including:
stabilizing transactions;
 
short sales;
 
purchases to cover positions created by short sales;
 
imposition of penalty bids; and
 
syndicate covering transactions.
Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our ADSs while this international offering is in progress. These transactions may also include making short sales of our ADSs, which involve the sale by the international underwriters of a greater number of ADSs than they are required to purchase in this international offering. Short sales may be “covered short sales,” which are short positions in an amount not greater than the international underwriters’ over-allotment option referred to above, or may be “naked short sales,” which are short positions in excess of that amount.
The international underwriters may close out any covered short position either by exercising their over-allotment option, in whole or in part, or by purchasing ADSs in the open market. In making this determination, the international underwriters will consider, among other things, the price of ADSs available for purchase in the open market compared to the price at which they may purchase ADSs through the over-allotment option.
Naked short sales are in excess of the over-allotment option. The international underwriters must close out any naked short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the international underwriters are concerned that there may be downward pressure on the price of the ADSs in the open market that could adversely affect investors who purchased in this international offering.
The international underwriters also may impose a penalty bid. This occurs when a particular international underwriter repays to the international underwriters a portion of the underwriting discount received by it because the representatives have repurchased ADSs sold by or for the account of that underwriter in stabilizing or short covering transactions.
As a result of these activities, the price of our Class B shares and ADSs may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the international underwriters at any time. The international underwriters may carry out these transactions on the New York Stock Exchange, in the over-the-counter market or otherwise.
AFFILIATIONS
The international underwriters and their affiliates may from time to time in the future engage in transactions with us and perform services for us in the ordinary course of their business.
One of our subsidiaries, Macro Securities Sociedad de Bolsa S.A., will be a dealer in the Argentine underwritten offering.
 
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Expenses of the global offering
We estimate that our expenses in connection with the global offering, other than underwriting discounts and commissions, will be as follows:
                   
        Percentage of Net
    Amount   Proceeds of This
Expenses   (in US$)   Offering (%)
 
Securities and Exchange Commission registration fee
    30,643        
NYSE listing fees
    150,000        
National Association of Securities Dealers filing fee
    29,138        
Printing and engraving expenses
    290,000        
Legal fees and expenses
    1,250,000        
Accountant fees and expenses
    1,000,000        
Miscellaneous costs
    125,000        
             
 
Total
  US$ 2,874,781       1.0%  
             
All amounts in the table are estimated except the Securities and Exchange Commission registration fee, the NYSE listing fee, the NASD filing fee and the Argentine CNV and Buenos Aires Stock Exchange fees. The depositary has agreed to pay some of these expenses on our behalf, subject to the closing of the global offering.
The total underwriting discounts and commissions that we are required to pay will be US$           million or     % of the gross proceeds of the global offering.
 
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Validity of the securities
The validity of the ADSs and certain matters of U.S. law will be passed upon for us by Shearman & Sterling LLP, New York, New York. The validity of the Class B shares and other matters governed by Argentine law will be passed upon for us by Bruchou, Fernández Madero, Lombardi & Mitrani Abogados, Buenos Aires, Argentina. The underwriters have been represented by Simpson Thacher & Bartlett LLP, New York, New York and Cabanellas, Etchebarne, Kelly & Dell’Oro Maini, Buenos Aires, Argentina.
 
Experts
The consolidated financial statements of Banco Macro Bansud S.A. at December 31, 2003 and 2004 and for each of the three years ended December 31, 2004, the financial statements of Nuevo Banco Suquía S.A. at December 31, 2003 and 2004 and for the two years ended December 31, 2004, and the consolidated financial statements as of December 31, 2005 and for each of the two years ended December 31, 2005 appearing in this prospectus and registration statement, have been audited by Pistrelli, Henry Martin y Asociados S.R.L., member firm of Ernst & Young Global, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere in this prospectus, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
 
Enforcement of judgments against foreign persons
We are incorporated under the laws of Argentina. Substantially all of our assets are located outside the United States. The majority of our directors and all our officers and certain advisors named herein reside in Argentina or elsewhere outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons.
Enforcement of foreign judgments would be recognized and enforced by the courts in Argentina provided that the requirements of Article 517 of the Federal Civil and Commercial Procedure Code (if enforcement is sought before federal courts) are met, such as (i) the judgment, which must be final in the jurisdiction where rendered, was issued by a court competent in accordance with the Argentine principles regarding international jurisdiction and resulted from a personal action, or an in rem action with respect to personal property if such was transferred to Argentine territory during or after the prosecution of the foreign action, (ii) the defendant against whom enforcement of the judgment is sought was personally served with the summons and, in accordance with due process of law, was given an opportunity to defend against the foreign action, (iii) the judgment must be valid in the jurisdiction where rendered and its authenticity must be established in accordance with the requirements of Argentine law, (iv) the judgment does not violate the principles of public policy of Argentine law, and (v) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court.
We have been advised by our Argentine counsel, Bruchou, Fernández Madero, Lombardi & Mitrani Abogados, that judgments of United States courts for civil liabilities based upon the federal securities laws of the United States may be, subject to the requirements described above, enforced in Argentina. A judgment against us obtained outside Argentina would be enforceable in Argentina without reconsideration of the merits.
 
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Where you can find more information
We have filed with the Commission a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed.
Upon completion of this offering, we will become subject to the informational requirements of the U.S. Securities Exchange Act of 1934, or the Exchange Act. Accordingly, we will be required to file reports and other information with the Commission, including annual reports on Form 20-F and reports on Form 6-K. You may inspect and copy reports and other information to be filed with the Commission at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549 and at the Commission’s regional offices at 175 W. Jackson Boulevard, Suite 900, Chicago, IL 60604 and 3 World Financial Center, Room 4-300, New York, NY 10281. Copies of the materials may be obtained from the Public Reference Room of the Commission at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. The public may obtain information on the operation of the Commission’s Public Reference Room by calling the Commission in the United States at 1-800-SEC-0330. In addition, the Commission maintains an Internet website at http://www.sec.gov, from which you can electronically access the registration statement and its materials.
As a foreign private issuer, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act. For example, we are not required to prepare and issue quarterly reports. However, we intend to furnish our shareholders with annual reports containing financial statements audited by our independent auditors and to make available to our shareholders quarterly reports containing unaudited financial data for the first three quarters of each fiscal year. We plan to file quarterly financial statements with the Commission within two months of the end of the first three quarters of our fiscal year, and we will file annual reports on Form 20-F within the time period required by the Commission, which is currently six months from December 31, the end of our fiscal year.
We will send the depositary a copy of all notices that we give relating to meetings of our shareholders or to distributions to shareholders or the offering of rights and a copy of any other report or communication that we make generally available to our shareholders. The depositary will make all these notices, reports and communications that it receives from us available for inspection by registered holders of ADSs at its office. The depositary will mail copies of those notices, reports and communications to you if we ask the depositary to do so and furnish sufficient copies of materials for that purpose.
We also file financial statements and other periodic reports with the CNV and the MERVAL in Argentina.
 
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Banco Macro Bansud S.A.
 
Index to consolidated financial statements
           
Banco Macro Bansud S.A.
       
 
Report of Independent Registered Public Accounting Firm
    F-2  
 
Consolidated Balance Sheets as of December 31, 2003 and 2004
    F-3  
 
Consolidated Statements of Income for the years ended December 2002, 2003 and 2004
    F-8  
 
Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2002, 2003 and 2004
    F-10  
 
Consolidated Statements of Cash Flows for the years ended December 2002, 2003 and 2004
    F-11  
 
Notes to the Consolidated Financial Statements
    F-12  
 
Condensed Consolidated Balance Sheets at December 31, 2004 and June 30, 2005
    F-111  
 
Condensed Consolidated Statements of Income for the six months ended June 30, 2004 and 2005
    F-116  
 
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2004 and 2005
    F-118  
 
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2005
    F-120  
 
Notes to Interim Consolidated Financial Statements
    F-121  
 
Report of Independent Registered Public Accounting Firm
    F-173  
 
Consolidated Balance Sheets at December 31, 2004 and December 31, 2005
    F-174  
 
Consolidated Statements of Income for the two years ended December 31, 2005
    F-178  
 
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2004 and 2005
    F-180  
 
Consolidated Statements of Cash Flows for the years ended December 31, 2004 and 2005
    F-181  
 
Notes to Consolidated Financial Statements
    F-182  
Banco Nuevo Banco Suquía S.A.
       
 
Report of Independent Registered Public Accounting Firm
    F-234  
 
Balance Sheets as of December 31, 2003 and 2004
    F-235  
 
Statements of Income for the years ended December 31, 2003 and 2004
    F-239  
 
Statements of Changes in Shareholders’ Equity for the years ended December 31, 2003 and 2004
    F-241  
 
Statements of Cash Flows for the years ended December 31, 2003 and 2004
    F-242  
 
Notes to Financial Statements
    F-243  
 
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BANCO MACRO BANSUD S.A.
Consolidated financial statements as of and for the three years ended December 31, 2004, together with the report of independent registered public accounting firm
 
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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Directors of
BANCO MACRO BANSUD S.A.
Sarmiento 447
City of Buenos Aires
We have audited the accompanying consolidated balance sheets of BANCO MACRO BANSUD S.A. (a bank organized under Argentine legislation) and its subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Bank’s Management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Bank’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Banco Macro Bansud S.A. and its subsidiaries as of December 31, 2004 and 2003, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in accordance with the accounting principles prescribed by the Central Bank of Argentine Republic applicable to the consolidated financials statements, which differ in certain respects from the accounting principles generally accepted in the United States of America (see Note 35 to the consolidated financial statements).
City of Buenos Aires,
September 9, 2005
  PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L.
  Member of Ernst & Young Global
 
  NORBERTO M. NACUZZI
  Partner
 
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Table of Contents

Banco Macro Bansud and Subsidiaries
 
Consolidated balance sheets
As of December 31, 2004 and 2003
                   
    2004   2003(1)
 
    (stated in thousands of pesos)
ASSETS
               
 
CASH
               
 
Cash on hand
    327,959       179,695  
 
Due from banks and correspondents
    1,044,194       494,605  
 
Other
    105        
             
      1,372,258       674,300  
             
 
GOVERNMENT AND PRIVATE SECURITIES
               
 
Holdings in investment accounts
    53,856       143,976  
 
Holdings for trading or financial intermediation
    88,940       203,431  
 
Unlisted government securities
    839,183       696,975  
 
Instruments issued by the Central Bank of Argentina
    1,097,580       1,097,022  
 
Investments in listed private securities
    29,649       17,499  
 
Less: Allowances
    (2,471 )     (3,137 )
             
      2,106,737       2,155,766  
             
 
LOANS
               
 
To the non-financial government sector
    809,577       365,549  
 
To the financial sector
    81,812       17,835  
 
To the non-financial private sector and foreign residents
               
 
Overdrafts
    513,390       196,300  
 
Documents
    429,654       148,745  
 
Mortgage loans
    231,603       49,853  
 
Pledged loans
    180,831       25,500  
 
Personal loans
    255,553       107,305  
 
Credit cards
    105,117       61,052  
 
Other
    412,079       120,041  
 
Accrued interest, adjustments and foreign exchange differences receivable
    87,528       20,892  
 
Less: Unearned discount
    (6,759 )     (6,069 )
 
Less: Allowances
    (225,340 )     (56,279 )
             
      2,875,045       1,050,724  
             
 
OTHER RECEIVABLES FROM FINANCIAL INTERMEDIATION
               
 
Central Bank of Argentina
    123,291       69,398  
 
Amounts receivable from spot and forward sales pending settlement
    733,995       39,663  
 
Securities and foreign currency receivable from spot and forward purchases pending settlement
    206,561       13,011  
 
Premiums on options taken
    421        
 
Unlisted corporate bonds
    928       445  
 
Other receivables not covered by debtors classification regulations
    756,968       533,532  
 
Receivables from forward transactions without delivery of underlying asset
    931        
 
Other receivables covered by debtors classification regulations
    83,002       15,953  
 
Accrued interest receivable not covered by debtors classification regulations
    657        
 
Less: Allowances
    (107,530 )     (134,145 )
             
      1,799,224       537,857  
             
 
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Table of Contents

Banco Macro Bansud and Subsidiaries
 
                   
    2004   2003(1)
 
    (stated in thousands of pesos)
 
ASSETS SUBJECT TO FINANCIAL LEASES
               
 
Assets subject to financial leases
    60,922        
 
Less: Allowances
    (609 )      
             
      60,313        
             
 
INVESTMENTS IN OTHER COMPANIES
               
 
In financial institutions
    416       275  
 
Other
    15,047       12,634  
 
Less: Allowances
    (719 )     (2 )
             
      14,744       12,907  
             
 
OTHER RECEIVABLES
               
 
Receivables from sale of assets
    1,822       767  
 
Other
    139,704       230,192  
 
Accrued interest and adjustments receivable from sale of assets
    176       21  
 
Other accrued interest and adjustments receivable
    48       27  
 
Less: Allowances
    (6,201 )     (3,630 )
             
      135,549       227,377  
             
 
BANK PREMISES AND EQUIPMENT, NET
    193,697       157,680  
             
 
OTHER ASSETS
    158,142       124,154  
             
 
INTANGIBLE ASSETS
               
 
Goodwill
    2,485       3,324  
 
Organization and development costs, including amparos
    79,046       78,861  
             
      81,531       82,185  
             
 
ITEMS PENDING ALLOCATION
    515       2,077  
             
 
TOTAL ASSETS
    8,797,755       5,025,027  
             
 
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Table of Contents

Banco Macro Bansud and Subsidiaries
 
                     
    2004   2003(1)
 
    (stated in thousands of pesos)
LIABILITIES
               
DEPOSITS
               
 
From the non-financial government sector
    809,764       382,195  
 
From the financial sector
    4,445       11,909  
 
From the non-financial private sector and foreign residents
               
   
Checking accounts
    844,969       332,318  
   
Savings accounts
    729,234       326,618  
   
Time deposits
    2,588,546       1,583,920  
   
Investment accounts
    48,598       51,627  
   
Other
    225,891       233,810  
   
Accrued interest, adjustments and foreign exchange differences payable
    67,550       104,847  
             
      5,318,997       3,027,244  
             
 
OTHER LIABILITIES FROM FINANCIAL INTERMEDIATION
               
 
Central Bank of Argentina—Other
    485,267       2,353  
 
Banks and international institutions
    14,668       54,873  
 
Amounts payable for spot and forward purchases pending settlement
    153,661       21,150  
 
Securities and foreign currency to be delivered under spot and forward sales pending settlement
    754,172       37,878  
 
Premiums on options sold
          301  
 
Financing received from Argentine financial institutions
    56,835       52,097  
 
Payables for forward transactions without delivery of underlying asset
    676        
 
Other
    343,665       275,592  
 
Accrued interest, adjustments and foreign exchange differences payable
    111,778       78,721  
             
      1,920,722       522,965  
             
 
OTHER LIABILITIES
               
 
Dividends payable
          231  
 
Other
    53,984       36,254  
 
Accrued interest, adjustments and foreign exchange differences payable
    78        
             
      54,062       36,485  
             
PROVISIONS
    225,699       285,128  
             
SUBORDINATED CORPORATE BONDS
    16,416       24,200  
             
ITEMS PENDING ALLOCATION
    4,554       3,783  
             
MINORITY INTEREST IN SUBSIDIARIES
    3       3  
             
TOTAL LIABILITIES
    7,540,453       3,899,808  
             
SHAREHOLDERS’ EQUITY
    1,257,302       1,125,219  
             
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
    8,797,755       5,025,027  
             
The accompanying notes 1 through 35 to the consolidated financial statements are an integral part of these statements.
 
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Table of Contents

Banco Macro Bansud and Subsidiaries
 
Consolidated balance sheets
As of December 31, 2004 and 2003
Memorandum accounts
                 
    2004   2003(1)
 
    (stated in thousands of pesos)
DEBIT-BALANCE ACCOUNTS
               
Contingent
               
—Loans borrowed (unused amounts)
    12,693       11,625  
—Guarantees received
    1,572,284       419,493  
—Contingent debit-balance contra accounts
    154,361       120,253  
             
      1,739,338       551,371  
             
 
Control
               
—Receivables classified as irrecoverable
    824,501       471,476  
—Other
    2,911,113       2,959,706  
—Control debit-balance contra accounts
    92,873       34,259  
             
      3,828,487       3,465,441  
             
 
Derivatives
               
—Notional value of put options taken
    10,453        
—Notional value of forward transactions without delivery of underlying asset
    22,304        
—Derivative debit-balance contra accounts
    144,359       125,009  
             
      177,116       125,009  
             
 
Trust Activity
               
—Trust funds
    16,782       15,993  
             
      16,782       15,993  
             
 
TOTAL
    5,761,723       4,157,814  
             
 
CREDIT-BALANCE ACCOUNTS
               
 
Contingent
               
—Unused portion of loans granted covered by debtors classification regulations
    (22,702 )      
—Guarantees provided to the Central Bank of Argentina
    (422 )     (1,430 )
—Other guarantees provided covered by debtors classification regulations
    (90,285 )     (84,904 )
—Other guarantees provided not covered by debtors classification regulations
    (2,335 )     (4,073 )
—Other covered by debtors classification regulations
    (38,617 )     (29,846 )
—Contingent credit-balance contra accounts
    (1,584,977 )     (431,118 )
             
      (1,739,338 )     (551,371 )
             
 
Control
               
—Checks to be credited
    (92,873 )     (34,259 )
—Control credit-balance contra accounts
    (3,735,614 )     (3,431,182 )
             
      (3,828,487 )     (3,465,441 )
             
 
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Banco Macro Bansud and Subsidiaries
 
                 
    2004   2003(1)
 
    (stated in thousands of pesos)
 
Derivatives
               
—Notional value of put options sold
    (122,055 )     (125,009 )
—Notional value of forward transactions without delivery of underlying asset
    (22,304 )      
—Derivatives credit-balance contra accounts
    (32,757 )      
             
      (177,116 )     (125,009 )
             
 
Trust activity
               
—Trust activity credit-balance contra accounts
    (16,782 )     (15,993 )
             
      (16,782 )     (15,993 )
             
 
TOTAL
    (5,761,723 )     (4,157,814 )
             
 
(1) See note 4.2.
The accompanying notes 1 through 35 to the consolidated financial statements are an integral part of these statements.
 
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Banco Macro Bansud and Subsidiaries
 
Consolidated statements of income
For the years ended December 31, 2004, 2003 and 2002
                         
    2004   2003(1)   2002(1)
 
    (stated in thousands of pesos)
FINANCIAL INCOME
                       
Interest on cash and due from banks
    1,570       1,892       3,658  
Interest on loans to the financial sector
    3,327       1,819       15,927  
Interest on overdrafts
    25,970       21,731       75,767  
Interest on documents
    11,523       9,804       10,007  
Interest on mortgage loans
    6,887       6,794       14,001  
Interest on pledged loans
    1,641       1,727       3,501  
Interest on credit card loans
    6,011       7,832       22,425  
Interest on other loans
    61,763       29,383       32,638  
Interest on other receivables from financial intermediation
    5,611       1,971       8,804  
Income from government and private securities, net
    156,794       303,500       298,347  
Income from guaranteed loans—Presidential Decree No. 1,387/01
    14,600       4,183       24,820  
C.E.R. (Benchmark Stabilization Coefficient) adjustment
    91,435       19,118       254,718  
C.V.S. (Salary Variation Coefficient) adjustment
    508       24        
Other
    40,260       10,122       858,736  
                   
      427,900       419,900       1,623,349  
                   
 
FINANCIAL EXPENSE
                       
Interest on checking accounts
    2,335       2,759       3,524  
Interest on savings accounts
    3,161       3,269       6,214  
Interest on time deposits
    49,253       84,979       62,796  
Interest on financing from the financial sector
    79       3,342       4,258  
Interest on other liabilities from financial intermediation
    9,959       2,528       18,022  
Other interest
    9,646       20,598       34,819  
Net loss from options
    5       803        
C.E.R. adjustment
    25,336       41,551       355,898  
Other
    33,430       81,323       29,653  
                   
      133,204       241,152       515,184  
                   
 
GROSS INTERMEDIATION MARGIN— GAIN
    294,696       178,748       1,108,165  
                   
 
PROVISION FOR LOAN LOSSES
    36,467       35,009       117,767  
                   
 
SERVICE-CHARGE INCOME
                       
Related to lending transactions
    7,867       3,978       933  
Related to deposits
    99,537       82,529       97,960  
Other fees
    7,414       6,308       8,165  
Other
    39,607       32,907       30,698  
                   
      154,425       125,722       137,756  
                   
 
SERVICE-CHARGE EXPENSE
                       
Fees
    4,989       3,651       9,043  
Other
    19,974       16,354       21,606  
                   
      24,963       20,005       30,649  
                   
 
MONETARY LOSS ON FINANCIAL INTERMEDIATION
          (3,899 )     (317,530 )
                   
 
ADMINISTRATIVE EXPENSES
                       
Personnel expenses
    132,910       112,493       144,116  
 
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Banco Macro Bansud and Subsidiaries
 
                         
    2004   2003(1)   2002(1)
 
    (stated in thousands of pesos)
Director’s and statutory auditor’s fees
    5,861       5,608       7,126  
Other professional fees
    16,729       15,560       14,257  
Advertising and publicity
    12,048       5,991       2,891  
Taxes
    3,353       3,175       3,480  
Other operating expenses
    74,256       71,388       77,563  
Other
    9,823       7,581       10,742  
                   
      254,980       221,796       260,175  
                   
 
MONETARY LOSS ON OPERATING EXPENSES
          (107 )     (9,468 )
                   
 
NET INCOME FROM FINANCIAL INTERMEDIATION
    132,711       23,654       510,332  
                   
 
OTHER INCOME
                       
Income from long-term investments
    27       678       16,071  
Penalty interest
    1,339       1,717       3,013  
Recovered loans and allowances reversed
    88,398       157,296       130,932  
C.E.R. adjustment
          8       115  
Other
    19,825       80,923       16,411  
                   
      109,589       240,622       166,542  
                   
 
OTHER EXPENSES
                       
Penalty interest and charges payable to the Central Bank of Argentina
    146       174       173  
Charge for other-receivables uncollectibility and other allowances
    3,920       21,730       80,678  
Amortization of differences from amparos
    11,665       6,258        
Other
    32,920       35,095       56,070  
                   
      48,651       63,257       136,921  
                   
 
MINORITY INTEREST
                2  
 
MONETARY LOSS ON OTHER OPERATIONS
          (337 )     35,760  
                   
 
INCOME BEFORE INCOME TAX
    193,649       200,682       575,715  
                   
 
INCOME TAX
    672       833       3,601  
                   
 
NET INCOME FOR THE FISCAL YEAR
    192,977       199,849       572,114  
                   
 
NET INCOME PER SHARE(2)— stated in pesos
    0.32       0.33       1.78  
                   
 
(1) See note 4.2.
 
(2) See note 10.
The accompanying notes 1 through 35 to the consolidated financial statements are an integral part of these statements.
 
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Banco Macro Bansud and Subsidiaries
 
Statements of changes in shareholders’ equity
For the fiscal years ended December 31, 2004, 2003 and 2002
                                                                         
        Non-capitalized contributions                    
                             
            Irrevocable                    
            contributions                    
            on account   Adjustments            
        Share       of future   to   Earnings reserved        
    Capital   issuance   Merger   capital   shareholders’       Unappropriated    
Changes   stock(1)   premium   premium   increases   equity   Legal   Voluntary   earnings(4)   Total
 
    (stated in thousands of pesos)
Balances as of December 31, 2001
                                                                       
—Banco Macro S.A. 
    35,500             657               43,325       54,836       211       117,846       252,375  
—Banco Bansud S.A. 
    64,410       96,017                     233,157                   (248,107 )     145,477  
Irrevocable contributions on account of future capital increases
                            391,132       414,350                               805,482  
Capital stock increase approved by the shareholders’ meeting of Banco Bansud S.A. held on May 29, 2002
                                                                       
—Capitalization of irrevocable contributions’
    333,242                   (333,242 )                              
—Minority shareholders’ contributions
    57,590                         426                         58,016  
Merger effects(2)
    118,201       (96,017 )     (657 )     (57,890 )     (686,747 )                 (184,984 )     (908,094 )
Distribution of unappropriated retained earnings approved by the Shareholders’ meeting of Banco Macro S.A, held on June 10, 2002:
                                                                       
—Legal reserve
                                            3,513               (3,513 )      
Net income for the year
                                                            572,114       572,114  
                                                       
Balances as of December 31, 2002(4)
    608,943                         4,511       58,349       211       253,356       925,370  
                                                       
Distribution of unappropriated retained earnings approved by the Shareholders’ Meeting of Banco Macro held on July 2, 2003:
                                                                       
—Legal reserve
                                            116,280               (116,280 )      
Net income for the year
                                                            199,849       199,849  
                                                       
Balances as of December 31, 2003(4)
    608,943                         4,511       174,629       211       336,925       1,125,219  
                                                       
Distribution of unappropriated retained earnings approved by the Shareholders’ Meeting held on April, 30 and July 21, 2004:
                                                                       
—Legal reserve
                                            47,480               (47,480 )      
—Cash dividends(3)
                                                            (60,894 )     (60,894 )
Net income for the year
                                                            192,977       192,977  
                                                       
Balances as of December 31, 2004
    608,943                         4,511       222,109       211       421,528       1,257,302  
                                                       
 
(1) See note 10.
 
(2) See note 3.1.
 
(3) Through resolution of July 20, 2004, the Central Bank authorized the above mentioned cash dividends distribution.
 
(4) Modified from its original version to apply the adjustments to prior years income to these consolidated financial statements (See notes 4.2. and 7.).
The accompanying notes 1 through 35 to the consolidated financial statements are an integral part of these statements.
 
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Banco Macro Bansud and Subsidiaries
 
Consolidated statements of cash flows
For the fiscal years ended December 31, 2004, 2003 and 2002
                             
    2004   2003(1)   2002(1)
 
    (stated in thousands of pesos)
Cash provided by (used in) operating activities
                       
 
Financial income collected
    412,864       419,026       1,634,931  
 
Service-charge income collected
    159,501       124,294       139,635  
 
Other sources of cash(2)
    370,215       92,208       76,164  
Less:
                       
 
Financial expenses paid
    (188,416 )     (156,782 )     (318,237 )
 
Services-charge expenses paid
    (24,895 )     (19,849 )     (32,171 )
 
Administrative expenses paid
    (220,498 )     (177,658 )     (230,508 )
 
Other uses of cash
    (33,685 )     (43,184 )     (53,554 )
                   
   
Net cash provided by operating activities
    475,086       238,055       1,216,260  
                   
Plus:
                       
Cash provided by (used in) investing activities
                       
 
Decrease/ (increase) in government and private securities
    474,860       (1,287,874 )     (539,823 )
 
(Increase)/ decrease in loans
    (904,902 )     (168,144 )     776,951  
 
(Increase )/ decrease in other receivables from financial intermediation
    (838,470 )     604,231       257,632  
 
(Increase)/ decrease in other assets
    (25,323 )     (47,245 )     (539,486 )
                   
   
Net cash used in investing activities
    (1,293,835 )     (899,032 )     (44,726 )
                   
Plus:
                       
Cash provided by (used in) financing activities
                       
 
Capital increase
                805,482  
 
Increase/ (decrease) in deposits
    807,032       1,190,515       (1,239,772 )
 
(Decrease)/ increase in other liabilities
    (9,039 )     (49,061 )     60,054  
 
Increase/ (decrease) in other liabilities from financial intermediation
    779,608       (127,787 )     (419,398 )
 
Cash dividends paid
    (60,894 )            
                   
   
Net cash provided by/ (used in) financing activities
    1,516,707       1,013,667       (793,634 )
                   
 
Monetary loss generated on cash and due from banks
          (4,343 )     (291,238 )
                   
 
Increase in cash and cash equivalents
    697,958       348,347       86,662  
                   
 
Cash and cash equivalents at the beginning of fiscal year (restated)
    674,300       325,953       239,291  
 
Increase in cash and cash equivalents
    697,958       348,347       86,662  
                   
 
Cash and cash equivalents at the end of the fiscal year
    1,372,258       674,300       325,953  
                   
 
(1) See Note 4.2.
 
(2) Includes 336,266 related to cash of Nuevo Banco Suquía S.A., as of December 21, 2004 (for further details see note 2.).
The accompanying notes 1 through 35 to the consolidated financial statements are an integral part of these statements.
 
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Banco Macro Bansud and Subsidiaries
 
Notes to the consolidated financial statements
As of December 2004 and 2003
(Stated in thousands of pesos, except otherwise indicated)
1. THE BANK, THE ARGENTINE MACROECONOMIC ENVIRONMENT AND FINANCIAL SYSTEM
1.1.    Overview of the Bank
Macro Compañía Financiera S.A. was created in 1977 as a non banking financial institution. On May 30, 1988, it was granted the authorization to operate as a commercial bank, and was incorporated, under the name of Banco Macro S.A. Banco Macro S.A.’s shares have been traded in the Buenos Aires Stock Exchange since November 1994.
After 1994, Banco Macro S.A.’s target market was primarily focused on regional areas outside the city of Buenos Aires. Following this strategy, in 1996, Banco Macro S.A. began the process of acquiring the assets and liabilities of privatized provincial and other banks.
On December 19, 2001 Banco Macro agreed to acquire 59.58% of the capital stock and 76.17% of the voting rights of Banco Bansud. The acquisition was effective January 4, 2002 upon approval of the Central Bank of Argentina.
During 2003, the shareholders decided to merge both financial institutions with the strategic objective of creating a financial institution with a presence throughout Argentina. In December 2003 the merger of Banco Macro S.A. with and into Banco Bansud S.A. was authorized by the Central Bank of Argentina (the Central Bank) and the name was changed to Banco Macro Bansud S.A. (the Bank or Banco Macro Bansud S.A.).
The Bank offers traditional commercial banking products and services to small and medium sized companies and companies operating in regional economies, and to low and middle income individuals.
Banco Macro Bansud conducts certain operations through subsidiaries, including Nuevo Banco Suquía S.A. (a bank acquired in December 2004— for further information see note 2.), Sud Bank & Trust Corporate Limited, Sud Valores Sociedad de Bolsa S.A., Sud Inversiones & Análisis S.A., Sud Valores S.G.F.C.I. S.A. The chart showing the organizational structure as of December 31, 2004, 2003, and 2002 is disclosed in note 4.1., with the percentages indicating the ownership interests and voting rights in each subsidiary.
1.2.    The Argentine macroeconomic environment and the financial system
The Argentine economic and financial situation worsened in 2001, when the Argentine Government (the Federal Government) suspended payments on the sovereign debt and imposed severe restrictions on cash withdrawals from financial institutions.
In early 2002, the Argentine Congress enacted Public Emergency and Foreign Exchange System Reform Law No. 25,561. This law introduced significant changes to the economic model implemented until that date and amended the Convertibility Law (the currency board that pegged the Argentine peso at parity with the US dollar). In addition, different mechanisms were implemented to convert foreign-currency payables and deposits into pesos (known as pesification) and severe foreign exchange restrictions.
Subsequently, the Federal Government has instituted a significant amount of other measures such as compensation for the asymmetrical pesification and application of C.E.R./ C.V.S. (Coeficiente de
 
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Banco Macro Bansud and Subsidiaries
 
Estabilización de Referencia/ Coeficiente de Variación Salarial) adjustments (consumer price coefficients based on inflation and salary levels), the government debt restructuring, signing of the Letter of Intent with the International Monetary Fund, relaxation of foreign-exchange controls, final exchange phase of provincial debt instruments, restructuring of private-sector debts and lifting of restrictions on bank deposits.
On January 14, 2005, the Federal Government started the restructuring process for a substantial part of Argentina’s sovereign debt, in default since late 2001. The process included a significant reduction in the principal owed as well as reduction in interest rates and extension of payment terms. For this purpose, the Federal Government offered three types of bonds in exchange for the defaulted securities, as established by Presidential Decree No. 1,753/04. Additionally, the Government announced that it was not planning to make any payments on the debt not submitted to the restructuring process. The exchange period came to an end on February 25, 2005. The acceptance level by the sovereign debt holders received by the exchange offer was significant. On March 3, 2005, the Federal Government announced the outcome of the exchange, the degree of acceptance of which amounted to 76%. This implied that Argentina was no longer in default on its sovereign debt.
The presentation of the financial statements requires Management to make estimates and assumptions that affect the reported figures of assets, liabilities income, expenses and contingencies. The actual amounts and results could differ from these estimates.
These consolidated financial statements should be read in the light of the events explained above.
The following are the measures implemented by the Argentine Government since the late 2001 economic crisis. Certain measures are still prevailing as of the date of these financial statements. Additionally, below are descriptions of the actions implemented by the Bank to address such effects.
a)     Financial compensation to financial institutions
1)     As to devaluation and compulsory conversion into pesos (“pesification”)
Under Law No. 25,561 and the Presidential Decrees No. 214/02, No. 494/02, No. 905/02 and No. 2,167/02, the Federal Government established a compensation mechanism for financial institutions, because of:
The losses caused by the conversion into pesos of a significant portion of their liabilities at the Ps. (Argentine pesos or ARS) 1.40 per U.S. dollar, greater than the exchange rate of Ps.1 per U.S. dollar established for the conversion into pesos of a significant portion of its dollar-denominated assets. The compensation mechanism would be achieved through the issuance and delivery of a peso-denominated Compensatory Bond maturing in 2007 (Boden 2007).
 
The currency mismatch generated by the compulsory pesification of different portions of financial institutions’ assets and liabilities. This would be achieved through the conversion of the originally peso- denominated Compensatory Bond into a dollar-denominated Compensatory Bond and, if necessary, through the subscription of a dollar-denominated Coverage Bond (which entailed obtaining a loan from the Central Bank). To achieve this the government established the issuance of dollar-denominated bonds maturing in 2012 (Boden 2012).
During 2002, the Central Bank established the compensation procedure through Communications “A” 3,650 and “A” 3,716 and complementary regulations.
In this respect, the Bank requested “Federal Government Bonds in Argentine pesos at 2%, maturing in 2007”, “Federal Government Compensation Bonds in U.S. dollars at LIBOR, maturing in 2012” and “Argentine Government Coverage Bonds in U.S. dollars at LIBOR, maturing in 2012” which were partially credited to Banco Macro and Banco Bansud by the Central Bank in 2002, pending final review and calculation by the Central Bank.
 
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Such final calculation and reviews were issued, through Communiqué “A” 4,165, as supplemented, in August 2004, and the compensation requested by the Bank did not differ significantly from the Central Bank’s calculation.
Subsequently, as mentioned in notes 7. and 11., as of December 31, 2004, the Bank made an additional adjustment to the compensation requested.
The amounts recorded in the consolidated financial statements related to such compensation mechanisms are as follows:
                           
    Amounts as of   Amounts as of    
    December 31,   December 31,    
Recorded in   2004   2003   Description
 
Government securities—Holdings in
investment accounts
    53,856       141,001       Portion of the compensation received  
 
•  Boden 2012—Compensation
    53,856       141,001          
Other receivables from financial
intermediation—Securities and foreign
currency receivable from spot and
forward purchases pending settlement
    91,454             Portion of the compensation received  
 
•  Boden 2012—Compensation
    91,454                
Other receivables from financial
intermediation— Other receivables not
covered by debtor classification
regulations
    609,791       255,977                                Compensation and Coverage bonds
                           to be issued to the Bank.
 
•  Boden 2012— Coverage
    280,088       255,977          
 
•  Boden 2007— Compensation
    184,691                
 
•  Boden 2012— Compensation
    145,012                
                   
Total assets
    755,101       396,978          
                   
 
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    Amounts as of   Amounts as of    
    December 31,   December 31,    
Recorded in   2004   2003   Description
 
Other liabilities from financial
intermediation— Other and Accrued
interest, adjustments and foreign
exchange and quoted price differences
payable
    38,162       36,889     Obligation to repay to the Central
Bank (recorded offsetting
the amounts mentioned above).
 
•  Boden 2012— Compensation
    30,928       30,013      
 
•  Boden 2007— Compensation
    7,234       6,876      
Other liabilities from financial
intermediation— Other and Accrued
interest, adjustments and foreign
exchange and quoted price differences
payable
    204,634       190,320     Liability with the Central Bank for the
future subscription of Boden 2012
(Coverage Bond)
 
•  Boden 2012— Coverage
    204,634       190,320      
                 
Total liabilities
    242,796       227,209      
                 
In the opinion of the Bank’s Management, the amounts recorded for such compensation included the events and situations known as of the date of issuance of these financial statements. These financial statements include the effects of the compensation finally agreed with the Central Bank as of each balance sheet date.
2) Foreign currency accounts with the Central Bank and minimum liquidity requirements accounts with Deutsche Bank N.Y.
  To meet the minimum liquidity requirements established by the Central Bank, the Bank had funds deposited in an account with Deutsche Bank N.Y. Under Central Bank rules, minimum cash reserve requirements are applicable to demand and time deposits and other brokerage liabilities denominated in pesos, foreign currency, or government and corporate securities, and any unused balances of advances in checking accounts under formal agreements not containing any clauses that permit the bank to discretionally and unilaterally revoke the possibility of using such balances. At December 31, 2004 such reserve requirements amounted to $732,205 and USD110,576. At December 31, 2003 such requirements amounted to $406,955 and USD63,161. At both year-ends, they were included in “Due from banks and correspondents”.
 
  Presidential Decree No. 214/02, Presidential Decree No. 1,267/02 and the Central Bank, through Communiqué “A” 4,043, as supplemented, established a method to compute the amount to be reimbursed by the Central Bank itself or by financial institutions for converting into pesos the foreign currency accounts with the Central Bank and the minimum liquidity requirement accounts with Deutsche Bank N.Y.
 
  The final computation reported to the Central Bank on January 5, 2004, was that the Bank should pay 5,685. On March 1, 2004, the amount paid to the Central Bank was 5,825 (including accrued interest). This amount was recorded as a liability as of December 31, 2003.
 
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b)     Financial exposure to the Government sector
1)     Guaranteed Loans— Presidential Decree No. 1,387/01
In late 2001, Presidential Decrees No. 1,387/01 and 1,646/01 established the basic terms and characteristics of the exchange of Argentine public-sector debt securities and Loans for new loans called Guaranteed Loans. Subsequently, Presidential Decree No. 471/02 established, among other things, the pesification of all federal, provincial and municipal government obligations denominated in foreign currency under Argentine law, at the Ps.1.40 to USD1 exchange rate, or its equivalent in any other currency, the adjustments by C.E.R. (Coeficiente de Estabilización de Referencia— Benchmark Stabilization Coefficient) and the interest rate applicable to each type of government security and guaranteed loan, on the basis of its average life and original currency. “CER” is an inflation adjustment coefficient based on changes in the consumer price index, which became effective as from February 3, 2002 and it is published by I.N.D.E.C. (Instituto Nacional de Estadística y Censos— Argentine Institute of Statistics and Census).
The guaranteed loans were not subject to Ministry of Economy Resolution No. 73/02, which established the deferral of payments of the Federal Government debt.
As of December 31, 2004, and 2003, the guaranteed loans were presented in the consolidated financial statements in “Loans— To the non-financial government sector” account in an aggregate amount of 720,146 and 337,639, net of discounts, respectively. (See note 4.4.d)).
2)     Provincial debt exchange— Law No. 25,570
On August 27, 2002, through Decree No. 1579, the Federal Executive instructed the Provincial Development Trust Fund to voluntarily convert provincial debts in the form of Government Securities, Bonds, Treasury Bills, or Loans into Secured Bonds.
Later, on October 25, 2002, the Ministry of Economy issued Resolution No. 539/02 describing the mechanism to exchange eligible provincial debt provided in sections 1 and 12, Presidential Decree No. 1,579/02.
During the year ended December 31, 2003, the Bank received the bonds requested amounting to 722.931.
During the year ended December 31, 2004, the Bank applied a portion of its holdings of Secured Bonds to acquire the bonds to be given to its depositors in exchange for rescheduled deposits. (See note 1. c)).
As of December 31, 2004 and 2003, Secured Bonds were recorded in the consolidated financial statements in the “Unlisted government securities” account for 819,498 and 685,314, respectively (See Note 4.4.b)1)).
3)     Exchange of Federal government debt
Presidential Decrees Nos. 1,733/04 and 1,735/04 were issued on December 10, 2004. They established for the restructuring of the Argentine Government bonds; the payment of such bonds was deferred as provided for in Section 59, Law No. 25,827 through a domestic and international exchange transaction. Such transaction should be carried out within the scope and terms and conditions detailed in such decrees and in the offer prospectus.
The restructuring comprised a global exchange offer with holders in the United States, Argentina and several countries in Europe and Asia. The government securities eligible for restructuring include all securities issued before December 31, 2001. Three new debt securities would be issued with a separable unit linked to GDP.
 
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In January 2005, the exchange was launched in Argentina and the terms and conditions of the offer were presented to the bondholders. The terms for such offer were to last 5 weeks and the final date was February 25, 2005.
As of December 31, 2004, and 2003, the government securities subject to the abovementioned debt restructuring amount to 17,146 and 17,209, respectively, and are further described in note 21.
The following table condenses the main impacts of the above mentioned exchange transactions as of the date that each exchange occurred:
                                                         
                Other Receivables    
    Government       from Financial   Total
    Securities   Loans   Intermediation   cumulative
                effect
    Increase   Decrease   Increase   Decrease   Increase   Decrease   Gain/(loss)
 
Guaranteed Loans— Presidential Decree N° 1,387/01 (includes inflation adjustment)(note 1.2.b).1)           342,753       498,469       11,458             144,930       (672 )
Provincial Debt Exchange— Presidential Decree 1,579 (note 1.2.b).2)     708,413       36,655             119,220             552,538        
Exchange of Federal Government Debt— Presidential Decree 1,733/04 and 1,735/04 (note 1.2.b)3)     12,616       12,306                               310  
                                           
      721,029       391,714       498,469       130,678             697,468       (362 )
                                           
c)     Deposits— Rescheduling of Amounts— Exchange for Federal Government bonds (Exchanges I
and II)
As a result of the economic crisis, the Federal Executive issued Decree No. 1,570/01 establishing severe restrictions on cash withdrawal from financial institutions. Subsequently, a number of regulations were issued to reschedule the maturity of certain deposits existing in the financial system. These rescheduled deposits are known as CEDROS.
During 2002, as part of the process related to lifting restrictions on bank deposits, the Federal Executive Branch established Exchanges I and II for financial system deposits. Through those exchanges, holders of deposits could opt to receive government securities in consideration for their rescheduled deposits.
By Decree No. 739/03 of April 1, 2003, the Federal Executive granted depositors the option to secure the release of their rescheduled dollar denominated deposits pesified at the Ps.1.40 = USD1 exchange rate and adjusted by C.E.R. As of May 23, 2003, (deadline for exercising the option), the amount of deposits redeemed by the Bank was 122,427.
In relation to Exchanges I and II, the total of CEDROS settled by the Bank amounted to 353,389. As of December 31, 2004, practically all exchanges were settled.
As of December 31, 2004 and 2003, the Bank had 69,791 and 64,278 as other deposits, respectively, for rescheduled deposits which have not been exchanged (CEDROS plus adjustments by C.E.R. plus accrued interest).
 
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d)     Legal actions
The measures adopted by the Federal Executive in 2002 with respect to the situation of public emergency in political, economic, financial and foreign exchange matters triggered a number of legal actions brought by individuals and companies against the Federal Government, the Central Bank and financial institutions. The legal actions claimed that some of those measures infringed upon their constitutional rights. These actions are known as amparos.
In the particular case of deposits denominated in foreign currency, the trial courts ordered, in some cases, the partial or total reimbursement of such deposits, either in foreign currency or at the free-exchange rate at the time of reimbursement, until a final pronouncement was made as to the constitutionality of the pesification of foreign-currency deposits, as previously established.
Some of such claims were filed with the Argentine Supreme Court, which determined whether the judgments granted by the lower courts were constitutional or not, depending on each particular case. The last judgment by the Supreme Court established the constitutionality of the process but some aspects remained undefined. It should be noted that the effects of the Supreme Court’s judgment were limited to the parties to each case, which may change in the future. Nevertheless, lower courts usually follow and apply Supreme Court precedents.
If the courts make a final favorable decision on the constitutionality of pesification of foreign-currency deposits, the Bank would be entitled to require the reimbursement of the amounts paid in excess of the amount required by effective regulations. Conversely, if the courts decide that deposits should be settled in foreign currency at the higher rates, there may be further claims against the Bank. However, the Bank’s management believes that these additional payments should be eventually included in the compensation mechanisms implemented to compensate financial institutions for the effects of the asymmetrical pesification of their assets and liabilities.
As of the date of the respective reports, there still is uncertainty as to the final court decisions and their potential effects on: (i) the recoverability of the capitalized amounts— see below; (ii) court’s decisions which required the Bank to pay to certain depositors a portion of the original amount in US dollars; and (iii) the contingent risk of potential additional unasserted legal claims.
In light of the complexity of the issue, and considering that those situations may result in gain or loss contingencies, whose likelihood of occurrence is considered to be more than remote but less than probable, the related amount or range of the amount involved cannot be estimated.
According to Communiqué “A” 3,916 dated April 3, 2003, the Bank carried a net capitalized amount of 50,037 and 44,730 as of December 31, 2004, and 2003, respectively, as “Intangible assets”. These amounts represent the difference between the amount of the original foreign currency deposits converted at the higher exchange rate dictated by the courts and the amount converted at the lower exchange rate pursuant to the regulations (pesification at Ps.1.4 to USD1 exchange rate, or its equivalent in another currency, plus C.E.R.).
2. ACQUISITION OF NUEVO BANCO SUQUIA S.A.
On April 27, 2004, the Bank decided to participate in the bidding process for the purchase of Nuevo Banco Suquía S.A. to increase its market share, under the framework of a competitive bidding process in which three other bidders participated. The Evaluation Committee for the bidding process carried out by Banco de la Nación Argentina (B.N.A.) for the sale of 100% of the shares (15,000,000 shares of common stock entitled to one vote per share) of Nuevo Banco Suquía S.A. preliminarily awarded the winning bid to the Bank. The stock purchase agreement was signed on September 30, 2004.
 
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On December 9, 2004, Central Bank’s Board of Governors issued Resolution No. 361, whereby it approved the transfer of shares representing 100% of the capital stock of Nuevo Banco Suquía S.A. in favor of the Bank.
On December 22, 2004, the shares of Nuevo Banco Suquía S.A. were transferred to the Bank, in consideration of which the latter paid 16,407 in cash. Because Nuevo Banco Suquía S.A.’s shareholders’ equity (book value) amounted to 16,890, the Bank recorded a negative goodwill of 483.
Upon the transfer, pursuant to Central Bank’s rules, the value of Nuevo Banco Suquía S.A.’s assets and liabilities was as follows:
         
Cash
    336,266  
Government and private securities
    475,029  
Loans
    862,769  
Other receivables from financial intermediation
    428,163  
Investments in other companies
    1,893  
Other receivables
    21,872  
Bank premises and equipment
    47,678  
Other assets
    25,845  
       
Total assets
    2,199,515  
       
Deposits
    1,548,049  
Other liabilities from financial intermediation
    599,635  
Other liabilities
    11,949  
Provisions
    17,778  
Items pending allocation
    5,214  
       
Total liabilities
    2,182,625  
       
Total shareholders’ equity
    16,890  
       
Total liabilities and shareholders’ equity
    2,199,515  
       
On the same date, the Bank made an irrevocable capital contribution for future capital increases in the amount of 288,750, as agreed in the bid, and increased Nuevo Banco Suquía S.A.’s shareholders’ equity by the same amount. Additionally, on the same date, at the Regular and Special Shareholders’ Meeting of Nuevo Banco Suquía S.A. the former shareholders approved a motion to capitalize those irrevocable capital contributions, and, therefore, the capital stock increased to 303,750 (303,750,000 shares of common stock entitled to one vote per share).
The results of operations of Nuevo Banco Suquía S.A. were included in these consolidated financial statements as from December 22, 2004. As of December 31, 2004, the shareholders’ equity of Nuevo Banco Suquía S.A. amounted to 307,298.
The following pro forma information is presented to show the results of operations for the year ended December 31, 2004, if both banks had operated on a consolidated basis as from January 1, 2004. The balances for the year ended December 31, 2004 were considered and intercompany transactions were eliminated. These pro forma results are not necessarily indicative of the results of the consolidated entity may have in the future or would have had if merged as from January 1, 2004.
 
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    Banco Macro        
    Bansud S.A.—   Nuevo Banco   Pro Forma Central
    Consolidated   Suquía S.A. (*)   Bank’s Rules
 
Financial income
    427,900       181,191       609,091  
Financial expense
    (133,204 )     (105,315 )     (238,519 )
                   
Gross intermediation margin— Gain
    294,696       75,876       370,572  
Provision for loan losses
    (36,467 )     (124,644 )     (161,111 )
Service charge income
    154,425       90,924       245,349  
Service charge expense
    (24,963 )     (24,182 )     (49,145 )
Administrative expenses
    (254,980 )     (109,648 )     (364,628 )
                   
Net income/(loss) from financial intermediation
    132,711       (91,674 )     41,037  
Other income
    109,589       46,937       156,526  
Other expenses
    (48,651 )     (19,742 )     (68,393 )
                   
Net income/ (loss) before income tax
    193,649       (64,479 )     129,170  
Income Tax
    (672 )           (672 )
                   
Net income/ (loss) for the year
    192,977       (64,479 )     128,498  
                   
 
(*) Including income (loss) from January 1, 2004, through December 21, 2004 (prior to the acquisition date).
As of December 31, 2004, Nuevo Banco Suquía S.A. reported a payable to the Central Bank (resulting from the credit assistance for illiquidity) of 260,500. As of such date, these liabilities were recorded in the “Other liabilities from financial intermediation— Central Bank of Argentina” account. On February 2, 2005, in accordance with Central Bank Communiqué “A” 4,268, the Bank paid in cash to settle such debt.
On March 14, 2005, as established in Central Bank’s Board of Governors point 7 of Resolution No. 361. Banco Macro Bansud S.A. sold 50,000 shares of Nuevo Banco Suquía S.A. to three shareholders for 50; no gain or loss was recognized. Therefore, as from that date, Banco Macro Bansud S.A. holds 99.984% of the capital stock and votes of Nuevo Banco Suquía S.A.
Also, on April 8, 2005, in accordance with the ruling issued by Argentine anti-trust authorities dated March 7, 2005, the Department of Technical Coordination of the Ministry of Economy and Production authorized Banco Macro Bansud S.A. to acquire the capital stock of Nuevo Banco Suquía S.A.
3.     BANK OPERATIONS
3.1.    Acquisition of Banco Bansud S.A. and merger into Banco Macro S.A.
On December 19, 2001, the former Banco Macro S.A. and Banco Nacional de México S.A. (Banamex) executed a stock purchase agreement for 38,377,021 issued and outstanding shares, representing 59.58% of capital stock and 76.17% of voting rights in the former Banco Bansud S.A. (“Bansud”). The acquisition was effective January 4, 2002. The price for such purchase was set at 65,000 payable to Banamex on December 31, 2003. However, this price could be adjusted taking into account the final recovered value obtained by the Bank for the Subordinated Saneo Certificates. As of December 31, 2003, the liability originally recorded for 65,000 was reversed and credited to income for the year then ended because such contingent purchase price was not paid. On August 12, 2004, Banamex assigned the collection rights to third parties. The new creditor notified the Bank that there were no price adjustments to be made and no amount was due.
 
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Pursuant to the agreement mentioned above, all Banamex’s rights over the irrevocable contributions for future capital increases were assigned to former Banco Macro S.A.; therefore, considering such transaction, former Banco Macro S.A. acquired 81,225% of former Banco Bansud S.A.
On March 28, 2003, Banco Macro S.A. and Banco Bansud S.A. agreed to and announced the terms of their Merger. The Central Bank’s Board of Governors and the C.N.V. (Comisión Nacional de Valores— Argentine Securities and Exchange Commissions) authorized the merger of Banco Macro S.A. (absorbed company) with and into Banco Bansud S.A. (surviving company). The latter changed its name to Banco Macro Bansud S.A. In addition, the C.N.V. authorized the public offering of shares to be delivered in exchange as a result of the merger.
On December 17, 2003, the name change, the merger, the amendments to the bylaws of Banco Macro Bansud S.A. and the capital increase (see Note 10) were registered with the Public Registry of Commerce of the City of Buenos Aires.
In addition, through Communiqué “B” 8,085 dated December 19, 2003, the Central Bank reported that, as previously authorized effective December 17, 2003, Banco Macro S.A. merged with and into Banco Bansud S.A. and changed its name to Banco Macro Bansud S.A.
3.2.    Agreement with the Misiones Provincial Government
In 1997, due to the merger of Banco de Misiones S.A. with and into the former Banco Macro S.A., Banco Macro Bansud S.A., as surviving company, was appointed the Provincial Government’s exclusive financial agent, as well as revenue collection and obligation payment agent, for a term of five-year term as from January 1, 1996.
On November 25, 1999, the Bank and the Misiones Provincial Government executed a special-relationship extension agreement. The term agreement mentioned in the preceding paragraph was thereby through December 31, 2007, and the prices of the services to be rendered over such period were set. In addition, the Bank was given the option to extend the agreement a further two years, i.e. through December 31, 2009.
As of December 31, 2004 and 2003, the amounts of deposits held by the Misiones Provincial Government in the Bank are 257,465 (includes 21,816 of deposits subject to court proceedings) and 109,808 (includes 21,828 of deposits subject to court proceedings), respectively.
3.3.    Agreement with the Salta Provincial Government
Due to the merger of Banco de Salta S.A. with and into the former Banco Macro S.A., for a ten-year term as from March 1, 1996, Banco Macro Bansud S.A., as surviving company, became the Provincial Government’s exclusive financial agent and the mandatory channel for all the Province’s payments, deposits and collections.
In addition, on February 22, 2005, the Ministry of the Treasury and Publics Works of the Province of Salta approved the addendum to the special relationship agreement, which extended this agreement term, and its supplementary, extension and additional agreements for a ten-year term as 2005.
As of December 31, 2004 and 2003, the amounts of deposits held by the Salta Provincial Government in the Bank are 255,794 (includes 38,614 of deposits subject to court proceedings) and 140,097 (includes 32,899 of deposits subject to court proceedings), respectively.
3.4.    Agreement with the Jujuy Provincial Government
Due to the merger of Banco de Jujuy S.A. with and into the former Banco Macro S.A., for a term of ten years as from January 12, 1998, Banco Macro Bansud S.A., as surviving company, shall be the
 
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Provincial Government’s exclusive financial agent and the mandatory channel for all the Province’s payments, deposits and collections.
As of December 31, 2004 and 2003, the amounts of deposits held by the Jujuy Provincial Government in the Bank are 286,696 (includes 29,406 of deposits subject to court proceedings) and 126,067 (includes 20,800 of deposits subject to court proceedings), respectively.
3.5.    Acquisition of assets and liabilities of the former Scotiabank Quilmes S.A.
Through Resolution No. 523 of August 20, 2002, the Central Bank’s Board of Governors approved the formation of Laverc Trust and the transfer of certain assets of Scotiabank Quilmes S.A. (SBQ) into this trust. The trust issued Class “A”, “B” and “C” certificates of participation. In such resolution, the Central Bank also approved to the transfer of 35% of Class “A” and “B” certificates to the former Banco Bansud S.A., in compensation for the deposits assumed by the Bank. In addition, the abovementioned Resolution authorized the former Banco Bansud S.A. to incorporate 36 branches of SBQ.
The Bank incorporated Class “A” and “B” certificates of participation and the liabilities assumed at the values calculated according to Central Bank’s rules and the abovementioned resolutions, which were similar to the fair values thereof as of the transaction date. As a result, this transaction had no material effects on the Bank’s shareholders’ equity because assets acquired and liabilities assumed had the same value.
Related to this transaction, on August 31, 2002, Seguro de Depósitos S.A. (SEDESA) and the former Banco Bansud S.A. entered into a loan agreement, the latter thereby received 66,500 for a ten-year term. Such loan was guaranteed by government securities. In March 2003 and as established by the abovementioned agreement, the former Banco Bansud S.A. exercised its right to prepay the loan, assigning such securities to SEDESA. Upon assignment of the securities, they were recorded at their market value in the amount of 18,335. The difference between the book values of the liabilities paid and the securities assigned 48,165 was recorded under “Net income (loss) on government and private securities” in the statement of income for the year ended December 31, 2003.
As a result of the reconciliations made, and as evidence by the minutes of the meeting held at the Central Bank on January 4, 2005, the adjusted nominal value of Class “A” certificates of participation and the proportional interest held by Banco Macro Bansud S.A. over the total amount of certificates of participation were determined. Such meeting was attended by the court-appointed administrators of SBQ, Banco Macro Bansud S.A. and the trustee of the LAVERC Trust, among others.
As of December 31, 2004, the Bank recorded an amount of 6,774 determined as a result of the reconciliations mentioned above under “Other receivables from financial intermediation— Other not included in debtors classification standards”. This receivable was paid by the LAVERC trust after such year-end.
3.6.    Agreement and and purchase of certain assets of Sociedad Anónima del Atlántico Compañía Financiera (SADELA)
As a result of the effects of the economic and financial crisis undergone by Argentina since late 2001, which are further described in note 1.2., SADELA’s results of operations decreased, which caused it to lose almost all its equity by late 2003.
Accordingly, on October 9, 2003, the Central Bank, through Resolution No. 401, approved SADELA’s reorganization under the provisions of section 35 bis of Financial Institutions Law (reorganization of financial institutions) for the benefit of its depositors.
 
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On February 13, 2004, the Central Bank’s Board of Governors issued Resolution No. 46 regarding the transfer of secured assets and liabilities from SADELA under the framework of Financial Institutions Law section 35 bis, Title II (Exclusion Resolution).
The Exclusion Resolution, recital 36, recognized that the obligations undertaken by Banco Macro Bansud S.A. regarding the SADELA deposits shall be exclusively limited to the recorded balances thereof, and that the Bank shall not become successor to SADELA with respect to such deposits.
On March 18, 2004, Banco Macro Bansud S.A., SEDESA and SADELA executed the Agreement for the Sale and Assignment of certain assets of SADELA pursuant to Central Bank Resolution No. 46. In addition, on the same date, Banco Macro Bansud S.A. and SADELA executed the “Memorandum of Compliance with section 35 bis, Financial Institutions Law by SADELA”, for the purpose of setting rules, rights, obligations and conditions under which SADELA transferred and Banco Macro Bansud S.A. received the ownership of assets in the amount of 33,058, free from any encumbrance or title restriction. Such transaction did not bring about any significant effects on the Bank’s shareholders’ equity.
The Bank incorporated the assets and liabilities assumed at the values calculated according to Central Bank’s rules and the abovementioned resolutions, which were similar to the fair values thereof as of the transaction date. This transaction had no material effects on the Bank’s shareholders’ equity because assets and liabilities were assumed in the same amount.
3.7.    Uniones Transitorias de Empresas (JOINT VENTURES)
a)     Banco Macro—Siemens Itron
The Bank participates in the “Banco Macro— Siemens Itron— Unión Transitoria de Empresas” (a joint venture jointly controlled having an interest of 50%), under the agreement entered into by the former Banco Macro S.A. and Siemens Itron Business Services S.A. on April 7, 1998. The current subject-matter of the Unión Transitoria de Empresas (joint venture) agreement is to provide a provincial data processing center to manage tax-related assets, to modernize tax collection systems and procedures in the province of Salta, and to manage and recover the tax and municipal assessment debt.
As of December 31, 2004 and 2003, the net assets amounted to 3,930 and 2,957, respectively, and net income of the joint venture amounted to 3,738 and 2,272, respectively. Under Central Bank rules, this interest is consolidated through the proportionate consolidation method (both net assets and income).
b)     BMB M&A
On October 22, 2004, the Bank entered into a joint venture agreement named “BMB M&A— Unión Transitoria de Empresas” (jointly controlled having an interest of 50%) with Montamat & Asociados S.R.L. The subject-matter of such agreement will be to render audit services related to oil & gas royalties and tax easements in the province of Salta to optimize the collection thereof.
As of December 31, 2004, the joint venture had not yet begun operations.
4. SIGNIFICANT ACCOUNTING POLICIES
The preparation of the Bank’s financial statements requires Management to make, in certain cases, estimates and assumptions to determine the book amounts of assets and liabilities, as well as the disclosure of contingent assets or liabilities as of each of the dates of presentation of the accounting information included in these financial statements.
Management records entries based on the best estimates according to the likelihood of occurrence of different future events and the final amounts may differ from such estimates, which may have a positive or negative impact on future periods.
 
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4.1.    Consolidation and basis of presentation
The Consolidated Financial Statements have been prepared under accounting principles issued by the Central Bank (Central Bank’s rules).
Certain disclosures related to formal legal requirements for reporting in Argentina have been omitted for purposes of these Consolidated Financial Statements, since they are not required for the United States Securities and Exchange Commission (“SEC”) reporting purposes.
In accordance with Central Bank’s rules, the presentation of the parent company’s unconsolidated financial statements is mandatory. Consolidated financial statements are to be included as supplementary information to the unconsolidated financial statements. For the purpose of these financial statements, certain unconsolidated financial statements have been included in note 35.
Under Central Bank’s rules and F.A.C.P.C.E. (Federación Argentina de Consejos Profesionales de Ciencias Económicas— Argentine Federation of Professional Council in Economic Sciences) Technical Resolution No. 4, Banco Macro Bansud S.A. has consolidated the following subsidiaries:
                                         
            Percentage held of   Equity
            investment
    Shares       amounts as of
        Capital       December 31,
Company   Class   Number   stock   Votes   2004
 
Nuevo Banco Suquía S.A.(1)
    Common       303,750,000       100.000 %     100.000 %     306,815  
Sud Bank & Trust(4)
    Common       9,816,899       99.999 %     99.999 %     91,354  
Sud Valores S.A. Sociedad de Bolsa (2)(4)
    Common       940,500       99.000 %     99.000 %     8,853  
Sud Inversiones & Análisis S.A.(4)
    Common       199,998       99.999 %     99.999 %     2,756  
Sud Valores S.G.F.C.I.S.A.(3)(4)
    Common       47,750       19.100 %     19.100 %     249  
Macro Valores S.A.(4)
    Common       1,349,290       99.95 %     99.95 %     5,514  
 
(1) From December 22, 2004.
 
(2) Banco Macro Bansud S.A. has an indirect equity interest in Sud Valores S.A. Sociedad de Bolsa of 1% (through its subsidiary Sud Inversiones & Análisis S.A.— S.I.A.S.A.), in addition to the direct equity interest of 99% in such company.
 
(3) Consolidated through S.I.A.S.A., its parent company (percentage held of capital stock and votes: 80.90%).
 
(4) Consolidated as of December 31, 2002, 2003 and 2004.
The intercompany transactions have been eliminated.
As of December 31, 2004, 2003, and 2002, prior to consolidation, the financial statements of Sud Bank & Trust were conformed to accounting principles generally accepted in the City of Buenos Aires, Argentina (Argentine GAAP) and Central Bank’s rules. As they were originally stated in United States Dollars, they were translated into pesos following the procedures indicated below:
  a)     Assets and liabilities were translated at Central Bank’s benchmark US dollar exchange rate as of the closing date on the last business day of the year.
 
  b)     Capital stock, additional paid-in capital and irrevocable contributions were translated at the effective exchange rate as of the date on which such contributions were made.
 
  c)     Retained earnings were estimated by the difference between assets, liabilities and owners’ contributions as indicated above.
 
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  d)     The amounts of income statement accounts were translated into pesos, as described in a) above. The difference between the addition of amounts and the lump-sum income (loss) for each period (difference between retained earnings at beginning of year and retained earnings as of period-end) was recorded in the consolidated statements of income in the “Financial income— Other” or “Financial expense— Other” accounts, as the case may be.
4.2.    Comparative information
The Bank’s consolidated financial statements as of December 31, 2003, and 2002, were retroactively restated to include prior period adjustments for the items included in note 7.
Additionally, the preparation of the Bank’s stand-alone financial statements as of December 31, 2002, was changed for comparative purposes, since the merger with and into former Banco Bansud S.A. was given retroactive effect to January 1, 2002.
4.3.    Restatement in constant pesos
Argentine GAAP requires financial statements to be stated in constant pesos. In a monetary stability context, the nominal currency is used as constant currency, but, in an inflationary or deflationary context, the financial statements should be stated in pesos reflecting the purchasing power as of their closing date by recognizing the changes in the domestic WPI (Wholesale Price Index) published by the I.N.D.E.C. under F.A.C.P.C.E. Technical Resolution No. 6 restatement method.
The Bank’s consolidated financial statements as of December 31, 2003, and 2002, recognize the changes in the peso purchasing power until February 28, 2003, under Presidential Decree No. 664/03, I.G.J. General Resolution No. 4/03, C.N.V. 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. See note 6.a) 1).
The accounting information is restated in constant currency on a monthly basis, using INDEC’s domestic WPI measurements.
The restatement coefficient for a given month will result from dividing the index value at the end of the month by the value at the beginning.
The procedure is as follows:
  i)     Assets and liabilities are classified into monetary and non-monetary. Monetary assets and liabilities are those that are not adjusted for inflation, but generate a monetary gain (loss). The effect of inflation is broken down depending on its origin, i.e., monetary gain (loss) on financial intermediation, monetary gain (loss) on other transactions and monetary gain (loss) on other operating expenses.
 
  ii)     Non-monetary assets and liabilities, shareholders’ equity and statement-of-income accounts are restated.
4.4.    Valuation methods
Main valuation methods used to prepare the consolidated financial statements under Central Bank’s rules are the following:
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 year-end. Additionally, assets and liabilities denominated in other foreign currencies were converted at Central
 
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Bank’s benchmark exchange rate. Foreign exchange differences were recorded in the income statement for each year-end as foreign exchange, net.
b)     Government and private securities:
b.1)     Government securities:
Listed:
  i)     Holdings in investment accounts— compensation received from the Federal government: They were stated at face values, plus interest accrued under the issuance terms. Under Central Bank Communiqué “A” 3,785, they were translated into pesos, as described in Note 4.4.a),
 
  ii)     Holdings in investment accounts— bonds received from customers as loan settlements: As of December 31, 2003, they were valued under Central Bank Communiqué “A” 3,671, as supplemented, at the settlement value, calculated as instructed by Central Bank Communiqué “A” 3,828 and updated by C.E.R. value accrued as of such date. These bonds were recorded at the same book value as the loans settled.
 
  iii)     Other holdings for trading or intermediation transactions: they were stated at the effective quoted price for each security as of each year-end. Differences in quoted market values were recorded in the income statement.
Unlisted:
  i)     Secured bonds under Presidential Decree No. 1,579/02: as of December 31, 2004, and 2003, they were valued as established by Central Bank Communiqué “A” 3,911, as supplemented, as explained in note 4.4.c) In addition, as of December 31, 2003, this includes secured bonds to be submitted for the subscription for the direct exchange of federal government bonds to be delivered to depositors, which were stated at the settlement value of liabilities.
 
  ii) Argentine External Bills Coupons 2004 series 74, Tax Credit Certificates, other expired and unpaid government securities and other holdings: as of December 31, 2004, they were valued under Central Bank Communiqué “A” 4,084, as supplemented. As of December 31, 2003, they were valued under Central Bank Communiqué “A” 3,911, as supplemented, as explained in note 4.4.c).
Instruments issued by the Central Bank:
  i)     Listed— LEBAC (Letras del Banco Central— Central Bank bills): they were valued at the effective quoted price as of December 31, 2004. Market value differences were recorded in the income statement.
 
  ii)     Unlisted— LEBAC: they were valued at their face value, adjusted by C.E.R., plus interest accrued until each year-end, applying the rates stipulated in their issuance conditions.
 
  iii)     Listed— NOBAC (Notas del Banco Central— Central Bank notes): they were valued at their effective quoted price of the respective note as of December 31, 2004. Market value differences were recorded in the income statement.
 
  iv)     Unlisted— NOBAC (Notas del Banco Central— Central Bank notes, adjusted by C.E.R.): as of December 31, 2004, they were valued at their face value, adjusted by C.E.R., plus interest accrued until year end, applying the rates stipulated in their issuance conditions.
 
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b.2)     Investments in listed private securities:
Corporate bonds: As of December 31, 2004, they were valued at the effective quoted price at year-end. Market value differences were recorded in the income statement.
 
Debt securities of financial trusts: They were valued at the effective quoted price at year-end. Market value differences were recorded in the income statement.
 
Certificates of participation in financial trusts: As of December 31, 2004, they were valued at the effective quoted price at year-end. As of December 31, 2003, they were valued at acquisition cost, plus income accrued as of year-end. As of December 31, 2003, the necessary allowances were recorded, pursuant to Central Bank Communiqué “A” 2,729, as supplemented. Such net value does not exceed the value arising from the shareholders’ equities of the respective trusts’ financial statements as of December 31, 2003, considering the Bank’s percentage of holdings.
 
Shares: they were valued at their closing market price. Market value differences were recorded in the income statement.
 
Mutual funds: valued at the value of the shares as of each year-end. Value differences were recorded in the income statement.
The Bank uses the specific identification method in determining the cost of investments sold (not classified as trading).
c)     Assets included in Central Bank Communiqué “A” 3,911, as supplemented:
As of December 31, 2004, such assets include: (i) secured bonds under Presidential Decree No. 1,579/02, (ii) unlisted government securities— other holdings, (iii) guaranteed loans under Presidential Decree No. 1,387/01; (iv) assistance granted to the non-financial provincial government sector and (v) other assistance granted to the non-financial government sector.
As of December 31, 2003, such assets include: (i) secured bonds under Presidential Decree No. 1,579/02 (except for secured bonds to be submitted for the subscription of federal government bonds to be delivered to depositors); (ii) unlisted government securities— other holdings; and (iii) assets for the debt exchange provided in Presidential Decree No. 1,387/01 (guaranteed loans), financial assistance granted to the non-financial provincial governments sector submitted for the provincial debt exchange and other financial assistance granted to the non-financial government sector.
The assets valued under Central Bank Communiqué “A” 3,911 were valued at the lower of their present values or notional values. If the present value is greater than the notional value (as defined in point 4 of Central Bank Communiqué “A” 3,911), the amount is debited to asset account and the credit is recorded in an asset offset account. If the present value is less 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 account are adjusted each month based on the values calculated in accordance with the communiqué.
In the case of peso-denominated instruments which include indexation clauses, the present value was calculated based on cash flows according to the contractual conditions (taking into account, if applicable, the accumulated C.E.R. accrual by month-end), discounted at the interest rates established in point 2 of such Communiqué (for the year ended December 31, 2004: 3.50% and for the year ended December 31, 2003: 3%). Such calculations were made following specific guidelines established in such Communiqué (present value rate, certain effects determined for the aggregation of securities and guaranteed loans, among others).
 
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In the case of peso-denominated instruments which do not include indexation clauses, Central Bank Communiqué “A” 4,163 established the methodology to calculate their present values. Thus, the interest rate used to discount the cash flows for the fiscal year ended December 31, 2004, was 3.71%.
d)     Loans and Other Assets from the Non-Financial Government Sector:
d.1)     Guaranteed Loans (established by Presidential Decree No. 1,387/01)
Such Guaranteed Loans were valued, as explained in note 4.4.c) under Central Bank Communiqué “A” 3,911, as supplemented. As of December 31, 2004 and 2003 the technical value, carrying amount and discount of such loans were as follows:
                         
    Technical value   Carrying amount   Discount
 
2004
    754,933       720,146       34,787  
2003
    337,639       337,639        
d.2)     Loans to the non-financial government sector and Other financial exposure to the non-financial government sector:
They were valued, as explained in note 4.4.c) under Central Bank Communiqué “A” 3,911, as supplemented.
e)     Interest accrual:
Interest has been accrued based on the compound interest method when earned or incurred. Interest on foreign currency and instruments whose maturity does not exceed 92 days is accrued based on a simple interest formula.
The Bank suspends the accrual of interest generally when the related loan is non-performing and the collection of interest and principal is in doubt, generally after 90 days. Accrued interest remains on the Bank’s books and is considered a part of the loan balance when determining the allowances for loan losses. Interest is then recognized on a cash basis after reducing the receivable of accrued interest, if applicable.
f)     C.E.R. accrual:
As of December 31, 2004, and 2003, receivables and payables were adjusted by C.E.R. as follows:
Guaranteed loans: as explained in note 4.4.d)1).
 
Other loans and receivables from sale of assets: Under Central Bank Communiqué “A” 3,507, as supplemented, the payments through September 30, 2002, were made under the original terms of each transaction and were recorded as prepayments. From February 3, 2002, the principal was adjusted by C.E.R. prevailing on December 31, 2004, and 2003, as the case may be.
 
Deposits and other assets and liabilities: C.E.R. adjustment was applied as of December 31, 2004, and 2003, respectively.
g)     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. This results from evaluating the degree of debtor’s compliance with payment terms and the guarantees and collateral supporting the respective transactions under Central Bank Communiqué “A” 2,950, as supplemented.
In cases where loans with specifically allocated provisions are settled and the specific provisions that had been established in previous years are greater than what is deemed necessary, the excess is reversed and recorded in current year profit.
 
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Recoveries on charged off loans are recorded directly to income.
The Bank also assesses the credit risk associated with off-balance sheet contingent commitments and determines the appropriate amount of credit loss liability that should be recorded. The liability for off-balance sheet credit exposure related to contingent commitments is included in the “Provision for contingent commitments” account.
h)     Loans and deposits of government securities:
They were valued at the quoted price of each type of security, plus accrued interest. Market value differences were recorded in the income statement.
i)     Other receivables from financial intermediation and Other liabilities from financial intermediation:
i.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 related premiums accrued as of each year-end.
i.2)     “Securities and foreign currency receivable from spot and forward purchases pending settlement” and “Securities and Foreign currency to be delivered under spot and forward sales pending settlement”:
They were valued at the quoted prices of the respective securities and foreign currency as of such dates. Market value differences were recorded in the income statement.
i.3)     Compensation and Federal Government Coverage Bonds (BODEN 2012) to be received (Presidential Decree No. 905/02):
The Compensation and Federal Government Coverage Bonds to be received by the Bank were recorded under “Other receivables from financial intermediation— Other receivables not covered by debtors classification regulations”. They were stated at their nominal value, plus interest accrued according to the issuance conditions, translated into pesos as described in note 4.4.a), and net of adjustments proposed by the Central Bank in calculating the compensation (see note 1.2.a)). The related liabilities of Federal Government Compensation Bonds payable in Argentine pesos maturing in 2007 (BODEN 2007) are presented in “Other liabilities from financial intermediation”.
i.4)     Debt securities and certificates of participation in financial trusts:
Laverc: the Bank carried receivables from the Laverc Financial Trust amounting to 6,774 (collected after year-end) and 20,172, as of December 31, 2004 and 2003, respectively. In addition, as of December 31, 2003, the Bank carried Class “A” and “B” certificates of participation, amounting to 46,669. Such assets have been valued at their cost amount plus the related indexation and interest, less payments and redemptions made by the trust.
 
Lujan: Certificates of participation were valued at the face value of the certificates transferred to the Bank, plus interest accrued as of each year-end amounting to 20,588 and 41,979, as of December 31, 2004 and 2003, respectively.
 
San Isidro A, B and C: Class “A” and “B” certificates of participation were valued at the face value of the certificates transferred to the Bank. They were increased by accrued interest plus C.E.R. adjustment through each year-end and thus amounting to 13,101 and 12,312, respectively. Class “C” certificates of participation were valued at the face value of the certificates transferred to the Bank. They were increased by the interest accrued through each year-end, thus amounted to 3,681 as of such dates. This value does not exceed the one included in the financial statements of the trust.
 
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  Saneo Series 01 Commercial Portfolio: as of December 31, 2003, they were valued based on their acquisition cost, considering the accrued income receivable as of each year-end, net of collections and the allowances for impairment in value set by the trust. They were recorded as of December 31, 2003 in the net amount of 12,041.
 
  Other: they were valued on the basis of their cost, considering the income accrued as of each year-end, net of collections and allowances recorded.
i.5)     Other Unlisted Corporate Bonds:
They were valued at acquisition cost plus income accrued as of each year-end.
j)     Assets subject to financial leases:
As of December 31, 2004, they were valued at the net investment in the lease less unearned income and calculated in accordance with the conditions agreed upon in the respective agreements, by applying the interest rate imputed therein.
k)     Investments in other companies:
k.1)     Non-controlled financial institutions (less than 50% ownership interest), supplementary and authorized activities:
In Argentine pesos: they were valued at acquisition cost, plus the nominal value of dividends received, restated as explained in note 4.3.
In foreign currency: they were valued at the acquisition cost in foreign currency, plus the nominal value of dividends received, converted into pesos in accordance with the criterion stated in note 4.4.a).
k.2)     In other non-controlled companies (less than 50% ownership interest): they were valued at acquisition cost, plus the nominal value of dividends received, restated as described in note 4.3., 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.
l)     Other receivables— Federal Government Bonds receivable:
As of December 31, 2004, the Bank acquired from its depositors subscription rights over Federal Government Bonds in US dollars at LIBOR maturing in 2005, 2012 and 2013, and in Argentine Pesos maturing in 2007, for an amount of 19,706. In addition, as of December 31, 2003, it had acquired subscription rights over Federal Government Bonds in US dollars at LIBOR maturing in 2006 and 2013, for an amount of 124,704.
As of December 31, 2004, the subscription rights over Federal Government Bonds in US dollars at LIBOR maturing in 2005, 2012 and 2013 and in Argentine Pesos maturing in 2007 were valued at their respective quoted prices at year-end. As of December 31, 2003 the subscription rights over Federal Government Bonds in US dollars at LIBOR maturing in 2006 and 2013 were valued taking into consideration the quoted prices at year-end.
m)     Bank premises and equipment and other assets:
They were valued at acquisition cost, restated as explained in note 4.3., less the related accumulated depreciation calculated under the straight line method and based on the estimated months of their useful life.
The cost of maintenance and repairs is charged to expense as incurred. The cost of significant renewals and improvements is added to the carrying amount of the respective fixed assets.
 
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n)     Intangible assets:
n.1)     Goodwill and organization and development costs (except differences due to court orders (amparos)— Non-deductible for the determination of the computable equity): valued at their acquisition cost restated as explained in note 4.3., less the related accumulated amortization based on the estimated months of useful life.
n.2)     Differences due to court orders (amparos)— Non-deductible for the determination of the computable equity: as of December 31, 2004, and 2003, the “Intangible Assets— Organization and development costs” account includes 50,037 (net of amortization for 17,916) and 44,730 (net of amortization for 6,258), respectively. These amounts resulted from the difference between the amount of the original foreign currency converted at the exchange rate (higher) applied upon payment of the constitutional right protection actions (known as amparos) and the amount recorded under regulations effective upon the payment date (pesification at Ps.1.4 to USD1 exchange rate, or its equivalent in other currency, plus C.E.R.). Additionally, and as disclosed in Communiqué “A” 3,916, as from April 2003, the amount recorded is amortized straight line over 60 months.
o)     Valuation of options
o.1)     Put options taken: As of December 31, 2004, they were valued at the agreed-upon strike price (accrual method). In addition, as of December 31, 2004, the premiums accrued were recorded under “Other receivables from financial intermediation”.
o.2)     Put options sold: Such options were stated at the values of the exchange of the bonds, plus interest and C.E.R. adjustment accrued as of those dates (accrual method). Their notional value relates to amounts representing contingent obligations assumed by the Bank under put options sold on the Federal Government Bond coupons established in Presidential Decrees Nos. 905/02 and 1,836/02, as supplemented, whose holders have requested such option Management has estimated that such guarantees have a fair value of zero. Under Central Bank rules, these are recorded in memorandum accounts.
o.3)     Forward transactions offset: As of December 31, 2004, they were valued at their quoted prices, effective at year-end (accrual method). Any quoted price-differences were charged to income for the year.
p)     Severance payments:
The Bank charges these payments directly to income when incurred.
q)     Provisions for liabilities:
As mentioned in note 3.1., the acquisition of Banco Bansud S.A. by Banco Macro S.A. gave rise to an original recording of negative goodwill of 365,560, which is the difference between the purchase price and the book value of the net equity acquired.
On July 24, 2003, the Central Bank issued Communiqué “A” 3,984, which established the methods for disclosure and amortization of negative goodwill, as well as the treatment thereof in the merger process. Such amortization methods depend on the reasons that originated such negative goodwill and are summarized below:
  For differences between book and fair values of government securities and guaranteed loans over the period of convergence of these values.
 
  For differences between book and carrying values of the loan portfolio during the effective period thereof.
 
For expected future losses, upon occurrence thereof.
 
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For differences between book and fair values of non-monetary assets, during the amortization term of these assets.
The amount reversed for the fiscal year may not exceed the amount, which would have been amortized on a straight-line basis over 60 months.
Therefore, if these conditions are met, such goodwill will continue to be amortized.
As of December 31, 2004, and 2003, the referred goodwill is disclosed under “Provisions” in liabilities in the aggregate amounts of 146,224 and 219,336, respectively, net of accumulated amortization. Therefore, as of December 31, 2004, 2003 and 2002, the Bank amortized such goodwill and credited 73,112 to “Other Income— Recovered loans and allowances reversed”, using the proportion of the cap of 20% per year established in such Communiqué.
As mentioned in note 2, the acquisition of Nuevo Banco Suquía S.A. by Banco Macro Bansud S.A. gave rise to an original recording of negative goodwill of 483, which is the difference between the purchase price of the net assets acquired and the book value to those assets
Additionally, the Bank has certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving labor and other matters. The Bank accrues liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated.
r)     Shareholders’ equity accounts:
They are restated as explained in note 4.3., except for the “Capital Stock” account which is presented at its original value. The adjustment resulting from its restatement as explained in note 4.3. is included in the “Adjustments to Shareholders’ Equity” account.
s)     Consolidated Statement of Income Accounts:
Accounts reflecting monetary transactions (financial income and expenses, service-charge income and service-charge expenses, administrative expenses, loan losses, etc.) occurred during the fiscal year ended December 31, 2004, were computed at their historical cost; whereas for the fiscal years ended December 31, 2003, and 2002, they were restated as explained in note 4.3.
Accounts reflecting the effects of the sale, retirement or consumption of non-monetary assets were computed on the basis of the restated amounts of such assets, restated as mentioned in note 4.3.
The effect of inflation on monetary assets and liabilities through February 28, 2003, has been recognized in three accounts called “Monetary loss on financial intermediation”, “Monetary loss on operating expenses” and “Monetary loss on other operations”. These accounts include monetary transactions which were restated by applying the adjustment coefficient to the historical amounts on a monthly basis.
t)     Consolidated statement of cash flows:
For the purpose of reporting cash flows, cash and cash equivalents include amounts set forth under “Cash” (“Cash on hand”, “Due from banks Correspondents” and “Others”). The consolidated statements of cash flows were prepared using the measurement methods prescribed by the Central Bank. Cash and cash equivalents represent instruments which are readily convertible to known amounts of cash and have original maturities of 90 days or less.
The Bank paid income tax of 429, 701 and 31 for the years ended December 31, 2004, 2003 and 2002 respectively. Additionally, for such periods, the Bank paid minimum presumed income tax of 10,218 and 6,543 respectively.
 
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The Bank paid interest expense of 61,424, 120,989 and 113,545 as of December 31, 2004, 2003 and 2002 respectively.
5. INCOME TAX AND MINIMUM PRESUMED INCOME TAX (TOMPI)
a)     As required by Central Bank’s rules, the Bank calculates the income tax charge by applying the 35% rate to taxable income for the year, without giving effect to temporary differences between book and taxable income.
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; while the latter is levied on the taxable income for the year, minimum presumed income tax is a minimum levy assessment by applying the current 0.2% rate to the book value of certain assets. Therefore, the Bank’s tax obligation for each year will be equal to the higher of these taxes. However, if minimum presumed income tax exceeds income tax in a given year, the excess may be credited as a payment towards any income tax in excess of minimum presumed income tax that may occur in any of the following ten years, once accumulated tax loss carry forwards (NOLs) have been used.
The Bank calculated accumulated income tax NOLs. Minimum presumed income tax of 20,658 and 12,271, for 2004 and 2003 respectively, was capitalized under “Other receivables.”
As of December 31, 2004, the minimum presumed income tax credit is considered to be an asset because Management estimates it will be used within ten years, which is the period allowed by the Central Bank Communiqué “A” 4,295, as amended.
The consolidated amounts of minimum presumed income tax credit and NOLs accumulated as of December 31, 2004 will mature as follows:
             
Minimum presumed income tax credit
 
Amount       Expiration year
 
8,108
        2009  
5,859
        2010  
3,804
        2011  
8,613
        2012  
12,271
        2013  
20,658
        2014  
           
59,313
           
           
             
NOLs
 
Amount       Expiration year
 
80,854
        2006  
284,589
        2007  
243,155
        2008  
83,225
        2009  
           
691,823
           
           
 
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b) A.F.I.P. (Administración Federal de Ingresos Públicos— Argentine Tax Authorities) and other agencies’ administrative proceedings have had different interpretations regarding the tax treatment of the effect of the pesification and C.E.R. adjustment of guaranteed loans. The Bank believes that the income related to such items is not subject to income tax and therefore has no provided for such effect in the financial statements.
6. DIFFERENCES BETWEEN CENTRAL BANK’S RULES AND PROFESSIONAL ACCOUNTING STANDARDS EFFECTIVE IN THE CITY OF BUENOS AIRES, ARGENTINA
Through Resolution C.D. No. 87/03 of June 18, 2003, the C.P.C.E.C.A.B.A. (Consejo Profesional de Ciencias Económicas de la Ciudad Autónoma de Buenos Aires— Professional Council in Economic Sciences of the City of Buenos Aires) approved the revised professional accounting standards mandatory in the City of Buenos Aires (Technical Resolutions Nos. 6, 8, 9, 16, 17, 18, 20, and 21). In particular, with respect to the financial institutions governed by the Central Bank, the C.P.C.E.C.A.B.A. kept in force Resolution C. No. 98/93, which does not require the net present value (discounting) of beginning and end-of-year balances of monetary receivables and payables generated by financial transactions and refinancing, and of other monetary receivables and payables not generated by trading of goods or services.
As of the date of these consolidated financial statements, the Central Bank has not adopted the valuation and disclosure changes provided by these professional accounting standards, and their application in the financial statements of financial institutions is, therefore, not required. For this reason, the Bank did not quantify the net effects on shareholders’ equity or income (loss) caused by all the differences between such accounting standards and Central Bank’s rules.
Below are the main differences between professional accounting standards and Central Bank’s rules as of December 31, 2004, 2003 and 2002:
a)     Valuation aspects
1)     The Bank has not recognized the effects of changes in the peso purchasing power from March 1, 2003 through October 1, 2003. Such recognition is required by Argentine G.A.A.P.
Had the effects of changes in the peso purchasing power, as mentioned above, been recognized, the shareholders’ equity as of December 31, 2004, would have decreased by 7,858, whereas income for the year ended December 31, 2004, would not have been affected significantly and income for the year ended December 31, 2003, would have increased by 14,547. The accounts as of December 31, 2002, presented for comparative purposes, would have been restated to recognize the effects of the changes in the peso purchasing power through September 30, 2003.
2)     The Bank assesses income tax by applying the effective rate to the estimated taxable income without considering the effect of temporary differences between book and taxable income. Under professional accounting standards, income tax should be recognized through the deferred tax method.
3)     As of December 31, 2004, and 2003, the Bank kept an amount of 50,037 (net of amortization for 17,916) and 44,730 (net of amortization for 6,258), respectively, capitalized in the “Intangible assets— Organization and development costs” account. This amount is related to the compliance with legal decisions on amparos. In accordance with professional accounting standards, if the amounts are realizable they should have been recorded in “Other receivables”, should not have been amortized and should have been stated at market value. If the amounts are not realizable, they should be recorded as losses.
4)     Holdings of government securities and loans to the non-financial government sector are valued in accordance with rules and regulations issued by the Federal Government and the Central Bank In particular, Central Bank Communiqué “A” 3,911, as supplemented, establishes a present-value criteria,
 
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applying regulated discount rates, for the valuation of unlisted government securities and certain receivables from the non-financial government sector. Furthermore, the Central Bank’s rules for recognition of allowance for loan losses provide that receivables from the non-financial government sector are not subject to provisions for loan losses.
In accordance with the professional accounting standards, the assets indicated in (i) through (vi) above should have been stated at their market values.
The Bank’s particular situation in this regard was as follows:
  i)     As of December 31, 2004, 2003, and 2002, the Bank recorded in “Government securities— Holdings in investment accounts” and “Other receivables from financial intermediation— Securities and foreign currency receivable from spot and forward purchases pending settlement” the securities received for the compensation established by Presidential Decree No. 905/02 in the aggregate amounts of 145,310, 141,001 and 165,157, respectively. The quoted market prices of such securities amounted to 122,414, 89,430 and 75,972 as of December 31, 2004, 2003, and 2002, respectively.
 
  ii)     As of December 31, 2003 and 2002, the Bank classified a portion of its holdings of government securities as “Holdings in investment accounts” in the aggregate amount of 2,975 and 5,211. The quoted prices of such securities amounted to 2,726 and 2,397 as of December 31, 2003, and 2002, respectively.
 
  iii)     As of December 31, 2002, the Bank valued a portion of its government securities portfolio according to Central Bank Communiqué “A” 3,398, totaling 30,948. The quoted price of such securities amounted to 8,424 as of December 31, 2002.
 
  iv)     As of December 31, 2002, the Bank classified Consolidation Bonds Series 1 in pesos at their face value, plus income accrued as of that date totaling 1,191. The quoted price of such bonds amounted to 619 as of December 31, 2002.
 
  v)     As disclosed in note 1.2.b) 2), as of December 31, 2004, the Bank recorded in “Unlisted government securities” secured bonds under Presidential Decree No. 1,579/02, under Central Bank Communiqué “A” 3,911, as supplemented and other unlisted government securities held that were valued under Central Bank Communiqué “A” 3,911 as supplemented and Central Bank’s Communiqué “A” 4,084, as the case may be, for an amount of 839,183. As of December 31, 2003, the securities and bonds mentioned above were recorded in “Government Securities” and “Loans” (considering that the provincial debt exchange was still pending) for an amount of 528,932, net of secured bonds to be submitted for subscription for the direct exchange to be delivered to depositors. As of December 31, 2002, such securities and bonds were recorded in the “Government Securities”, “Loans” and “Other receivables from financial intermediation” accounts (because the provincial-government debt exchange was pending implementation) in the amount of 696,375.
 
  vi)     As disclosed in note 1.2.b)1), as of December 31, 2004, the Federal Government Guaranteed Loans from the exchange established by Presidential Decree No. 1,387/01, and Other loans to the non-financial government sector are recorded in the “Loans— To the non-financial government sector” account in the net aggregate amount of 809,577. As of December 31, 2003, such loans were recorded under “Loans— To the non-financial government sector” for 362,901. As of December 31, 2002, the Federal Government secured loans derived from the exchange established by Presidential Decree No. 1,387/01 were recorded in the “Loans— To the non-financial government sector” account in the amount of 299,821.
 
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  vii)     As of December 31, 2004, 2003, and 2002, the Bank recorded in “Other receivables from financial intermediation”, other assistance to the non-financial government sector in the aggregate amounts of 435, 1,453, and 871, respectively.
 
  viii)     As disclosed in note 1.2.a)1), as of December 31, 2004, the Bank recorded in “Other receivables from financial intermediation— Other receivables not covered by debtors classification regulations” the remaining right to receive securities as compensation established by Presidential Decree No. 905/02 in the amount of 609,791. Additionally, the Bank recorded in “Other liabilities from financial intermediation— Other” account a liability reflecting the reimbursement to the Central Bank, for 38,162. As of December 31, 2003, such right was recorded in “Other receivables from financial intermediation— Other receivables not covered by debtors classification regulations” for 255,977. Additionally, the liability for the reimbursement to the Central Bank for 36,889 (see note 1.2.a)1)) was recorded in “Other Liabilities from financial intermediation— Other”. As of December 31, 2002, such right was recorded in “Other receivables from financial intermediation— Other receivables not covered by debtors classification regulations” for 292,802.
The bank recorded adjustments to prior years income. In accordance with the professional accounting standards, such adjustments should have being recorded as income (loss) as of the date of determination.
5)     As mentioned in Note 4.4.q), the acquisition of Banco Bansud S.A. by Banco Macro S.A. gave rise originally to the recording of negative goodwill of 365,560. This resulted from the difference between the purchase price and the book value of the net equity acquired according to Central Bank’s rules. Subsequently, as mentioned in the referred note, under Central Bank Communiqué “A” 3,984, the Bank retroactively applied the valuation and disclosure regulations established in such Communiqué and amortized, as of December 31, 2004, 60% of the aggregate amount of such goodwill (the maximum amortization allowed per annum is 20%). This negative goodwill generated gains on inflation through February 28, 2003.
In addition, as mentioned in note 4.4.q), the acquisition of Nuevo Banco Suquía S.A. by Banco Macro Bansud S.A. generated negative goodwill of 483, resulting from the difference between the purchase price and the value of the net assets acquired applying Central Bank’s rules.
Under professional accounting standards effective in the City of Buenos Aires, Argentina, when the cost of an investment is lower than fair value of the related identifiable assets, such difference shall be either deferred (as negative goodwill) and amortized subsequently as appropriate, on the basis of the specific circumstances of the transaction that originated such difference, or be considered a gain for the year.
b)     Disclosure aspects
There are certain disclosure differences between the criteria established by Central Bank and Argentine professional accounting standards.
The Bank has not presented the adjustment for changes in the Argentine peso purchasing power in each respective account in the statements of income.
7. PRIOR PERIOD ADJUSTMENTS
The consolidated financial statements include adjustments to prior-year income related to: (i) the reversal of 20% of the negative goodwill under Central Bank Communiqué “A” No. 3,984; (ii) the reallocation, of the unrealized valuation difference, which had been originated by the adjustments to the compensation received under sections 28 and 29, Presidential Decree No. 905/02, equivalent to
 
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40% of the net position in foreign currency as of December 31, 2001; and (iii) the additional adjustments arising from the effects of the asymmetrical pesification and the compensation mentioned in notes 1.2.a)1) and 11.
The amounts of such adjustments were a net (decrease) to net assets of (91,170) and (53,625) as of December 31, 2003 and 2002, respectively.
8. RESTRICTED AND PLEDGED ASSETS
Some of the Bank’s assets are restricted as follows:
a)     As of December 31, 2004 and 2003, the “Government Securities” account includes:
  1.     Federal Government Bonds in US dollars at LIBOR maturing in 2012 received in compensation (see note 1.2.a)1)) for 1,746 and 4,686, respectively, as security for the subscription of bonds belonging to depositors who opted for the exchange (see note 1.2.c)).
 
  2.     Government Bonds in US dollars at LIBOR maturing in 2012 received as compensation (see note 1.2.a)1)) for 40,597 and 30,110, respectively.
 
  3.     Consolidation Bonds in Pesos— First Series amounting to 1,775 and 3,754, respectively, assigned to settle payables to the Central Bank and safety-net financing originated in the acquisition of assets and liabilities from the former Banco Federal Argentino (B.F.A.).
 
  4.     Secured Bonds for 34,282 and 35,970 (face value of Ps. 24,400,000), respectively, as collateral for the loan granted by Banco de Inversión y Comercio Exterior S.A. (B.I.C.E.) to finance the public work “Paso San Francisco”.
b)     As of December 31, 2004, and 2003, the “Loans” account includes:
  1.     Loans secured by mortgages in the amount of 422 and loans secured by pledges in the amount of 1,430, respectively, in turn provided as security in favor of the Federal Treasury Department under the Global Credit Program for Small-sized and Micro-enterprises.
 
  2.     Federal Government Guaranteed Loans in the amount of 16,940 and 16,140, respectively, provided by the former Banco Macro S.A. as security to the Central Bank for the exchange of compensation received in Federal Government Bonds in Pesos at a 2% rate per year, maturing in 2007, for BODEN requested by depositors, under Central Bank Communiqué “B” 7,594.
c)     Additionally, as of December 31, 2004, the “Loans” account includes Federal Government Guaranteed Loans in the amount of 3,931 as security in favor of the Central Bank for the loan mentioned in note 3.6.
d)     The “Other receivables from financial intermediation” account includes Central Bank restricted deposits for 552 as of both years, as set forth by Communiqué “A” 1,190. The Bank has recorded allowances for 100% of this receivable.
e)     Additionally, as of December 31, 2004, the Bank had recorded under “Other receivables from financial intermediation— Central Bank,” 121,317 related to the amounts in the special guarantee accounts with the Central Bank for transactions related to electronic clearing houses and other similar transactions.
f)     As of December 31, 2004, the “Other Receivables” account includes a seizure of 1,292 of blocked assets.
 
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g)     As of December 31, 2004, Nuevo Banco Suquía S.A. carried 5,313 related to credit card transactions and 1,636 related to other guarantee deposits as guarantees, which were booked as “Guarantee deposits” under the “Miscellaneous receivables” account.
h)     As of December 31, 2004, Nuevo Banco Suquía S.A. had used the class “A” certificate of participation in the Suquía trust as guarantee for the loan granted by the Central Bank to the Bank to purchase Government bonds maturing in 2005, 2007 and 2012. Those bonds would be used for the deposit exchange option exercised by the holders of depositors with Nuevo Banco Suquía S.A. This guarantee covers principal, adjustments and interest up to the maximum amount of 178,056. The original value of the loan was 161,869, and the book-value as of December 31, 2004, was 233,464.
i)     As of December 31, 2004, and 2003, the “Investments in other companies” account includes:
  1.     Irrevocable contributions to Tunas del Chaco S.A., Emporio del Chaco S.A. and Prosopis S.A. in the amount of 450 (150 in each company), under the federal taxes deferment, subscribed according to the 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 commencing on January 1 of the year subsequent to that when the investment was made (investment year: 2003).
 
  2.     Irrevocable contributions to El Taura S.A. for 61 and 90, respectively, which are exempt from provincial taxes according to the standards regulating the tourism promotion system of the Province of Salta pursuant to Provincial Law No. 6,064 (ratified by Provincial Decree No. 1,465/97 issued by the Executive of the Province of Salta), which establishes that the investment should be maintained in assets for a term of at least one year as from the payment date.
 
  3.     Two shares in Mercado de Valores de Buenos Aires S.A., in the amount of 1,452 (owned by Sud Valores S.A. Sociedad de Bolsa) were pledged in favor of “La Buenos Aires Cía. Argentina de Seguros S.A.” to cover the security granted in connection with the Sud Valores S.A. Sociedad de Bolsa’s failure to comply with its obligations.
j)     On March 9, 2004, Nuevo Banco Suquía S.A. gave secured bonds and guaranteed loans to the Central Bank as collateral for the loan for temporary illiquidity, granted through Resolution No. 315/02, dated March 21, 2002. As of December 31, 2004, the value of secured bonds and guaranteed loans amounted to 154,709 and 197,270, respectively.
 
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9. TRANSACTIONS WITH RELATED PARTIES
As of December 31, 2004, 2003, and 2002, the amounts and income (loss) of the transactions performed with subsidiaries and related companies according to the provisions of Law No. 19,550 are as follows:
                                                                           
            Sud                        
    Nuevo       Valores       Sud                
    Banco       S.A.       Valores   Macro            
    Suquía       Sociedad   Sud Bank   S.G.F.C.I.   Valores   Total   Total   Total
    S.A.   S.I.A.S.A.   de Bolsa   & Trust   S.A.   SA.   2004   2003   2002
 
ASSETS
Cash and due from banks and correspondents
                      2,131                   2,131       2,756       170  
Loans
                                                1,566       1,584  
Other receivables from financial intermediation
                14,503                         14,503       7,352        
Other Receivables
    4,670                                     4,670              
                                                       
 
Total Assets
    4,670             14,503       2,131                   21,304       11,674       1,754  
                                                       
 
LIABILITIES
Deposits
    3       931       2,639       101       1,272       730       5,676       3,627       4,242  
Other liabilities from financial intermediation
                1,478       1,654                   3,132       4,762       4,368  
                                                       
 
Total Liabilities
    3       931       4,117       1,755       1,272       730       8,808       8,389       8,610  
                                                       
MEMORANDUM ACCOUNTS
                                                                       
Control debit accounts
                      6,382                   6,382       1,038       80  
                                                       
Total Memorandum Accounts
                      6,382                   6,382       1,038       80  
                                                       
INCOME/EXPENSE
                                                                       
Financial income
    4             54       21                   79       501       1,514  
Financial expense
    (7 )                 (5,437 )     (37 )           (5,481 )     (8,471 )     (646 )
Service-charge income
          1       27       1       1       3       33       10       120  
Service-charge expense
                (45 )     (13 )                 (58 )     (112 )     (2 )
Other income
                                                    8  
                                                       
      (3 )     1       36       (5,428 )     (36 )     3       (5,427 )     (8,072 )     994  
                                                       
During 2004 and 2003, the Bank granted loans to certain companies related to executive officers and directors of the Bank and its subsidiaries. Loans granted to those related parties as of December 31, 2004 and 2003 totaled 55,908 and 23,485, respectively. It is the Bank’s policy that such loans are granted in the ordinary course of business at normal credit terms, including interest rate and collateral requirements.
As of December 31, 2004 and 2003, the outstanding deposits of related parties were 36,713 and 7,111, respectively.
 
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10. CAPITAL STOCK
As of December 31, 2004, and 2003, the capital structure is as follows:
                                   
Shares   Capital stock
     
    Votes    
    per   Issued and    
Class   Number   share   outstanding(1)   Paid-in(1)
 
Registered Class A shares of common stock
    11,235,670       5       11,236       11,236  
Registered Class B shares of common stock
    597,707,767       1       597,707       597,707  
                         
 
Total 2004
    608,943,437               608,943       608,943  
                         
 
Total 2003
    608,943,437               608,943       608,943  
                         
 
(1) Related to Ps.608,943,437
Net income per common share for the fiscal years ended December 31, 2004, 2003, 2002, was computed by dividing net income by the weighted average number of outstanding common shares for each year, considering the retroactive effect of the merger mentioned in notes 3.1. and 4.2.
11. CORPORATE BONDS ISSUANCE
The amounts recorded in the consolidated financial statements related to corporate bonds are as follows:
                                   
Corporate bonds   As of December, 31
     
    Original        
Class   face value   Ref.   2004   2003
 
Subordinated corporate bonds
    USD60,000,000       11.a)              
Subordinated corporate bonds
    USD23,000,000       11.a)       12,665       20,052  
Subordinated corporate bonds
    USD4,000,000       11.b)       3,751       4,148  
                         
 
Total
                    16,416       24,200  
                         
Maturities of the corporate bonds as of December 31, 2004, are as follows:
         
Fiscal year   2004
 
2005
    7,810  
2006
    6,147  
2007
    615  
2008
    615  
2009
    615  
2010
    614  
       
Total
    16,416  
       
a)     On February 19, 1996, the Regular and Special Stockholders’ Meeting of the former Banco Bansud S.A. authorized issuing Subordinated Corporate Bonds for up to a face value of USD 60,000,000.
After various negotiations between the parties, on April 16, 2003, the former Banco Bansud S.A. paid off at the due date, at the USD1 = ARS1 exchange rate, the last installment of the Subordinated Corporate Bond.
 
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In addition, on April 12, 1995, the Regular Shareholders’ Meeting of the former Banco Macro S.A. approved creating a global program for the issuance of simple corporate bonds, subordinated or not, non-convertible into shares for up to an aggregate of USD50,000,000, and it entrusted the Board of Directors the responsibility of setting the terms of the referenced bonds (price, form, payment and placement conditions, among others).
On July 20, 1998, the former Banco Macro S.A. received the funds related to a loan that it had requested from the F.F.C.B., now Assistance Trust Fund for Financial Institutions and Insurance (F.F.A.E.F. y S.), in the amount of USD5,000,000, and Banco Macro Bansud S.A. issued Subordinated Corporate Bonds in order to finance the acquisition of Banco de Jujuy S.A.
Pursuant to the request made by the Bank to the F.F.C.B.’s Managing Committee on July 26, 1999, to restructure the financing previously granted, a loan agreement was executed on December 29, 1999 by B.N.A., as F.F.C.B.’s trustee, and the former Banco Macro S.A. Under such agreement, the F.F.C.B. granted the Bank a subordinated loan of USD18,000,000, which was used by the Bank to strengthen computable equity.
The former Banco Macro S.A. undertook to repay in full the new loan convertible into subordinated corporate bonds in five annual, equal and successive instalments, the first instalment falling due on December 29, 2002. In addition, the loan will accrue compensatory interest at 180 days LIBOR plus 3% per year on balances, payable in arrears on an annual basis starting a year after the disbursement date.
On March 17, 2000, the former Banco Macro S.A. requested the C.N.V.’s authorization to issue the fifth series of subordinated corporate bonds in the amount of USD18,000,000, under the Corporate Bonds issuance global program for an aggregate amount of USD50,000,000 as mentioned in point b), in order to repay the loan granted by the FFCB on December 29, 1999.
As of December 31, 2004, the Bank had paid the equivalent of USD14,800,000.
The Managing Committee of the trust fund objected to the pesification of 50% of its loans, therefore requesting re-assessment of all payments made. The former Banco Macro S.A. has submitted all necessary information to the trust fund and rejected the request of such entity.
On March 8, 2004, the Managing Committee of the F.F.R.E. (Fondo Fiduciario para Reconstrucción de Empresas— Enterprise Reconstruction Trust Fund), through B.N.A. in its capacity as trustee for such fund, notified the former Banco Macro S.A. that it had rejected the appeals that such bank had filed against such Committee’s decision of May 28, 2003 (Records of Proceedings No. 88) and thus confirmed the original decision. On May 12, 2004, the Bank amplified the refutation grounds presented to the Managing Committee of the trust fund.
The Ministry of Economy and Production, by Resolution No. 25 of January 17, 2005, rejected the administrative appeal that the Bank had brought against the abovementioned Record of Proceedings No. 88 of May 28, 2003, and stated that such resolution exhausted all administrative proceedings and opened the possibility of recourse to the courts.
The Bank believes that there are ample grounds to consider inappropriate and inapplicable the decision adopted by the Trust Fund’s Managing Committee and supported by the resolution of the Ministry of Economy and Production. However, pursuant to such resolution, the Bank has recorded provisions that reflect the probable increase in the amount payable by the Bank.
In the opinion of the Bank’s Management and under Law No. 25,561 these obligations were pesified at the USD1 = Ps.1 exchange rate and accrue C.E.R. adjustment as from February 3, 2002. Consequently, as of December 31, 2004, the Bank carried these payables in the “Subordinated Corporate Bonds” account for 8,200 in principal plus 4,465 in interest and C.E.R. adjustment accrued
 
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through year-end. In addition, the Bank carries 41,905 in Liabilities, in the “Provisions— Other Contingencies” account, to recognize the adjustment mentioned above. The recognition of this liability generated an adjustment to prior year income (see note 7).
b)     The Special Shareholders’ Meeting of Banco de Salta S.A. (bank merged with and into the former Banco Macro S.A.) held on January 20, 1997, 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 executed with Banco Provincial de Salta (in liquidation) on June 28, 1996. As required by the bank, through Resolution No. 1006, dated December 19, 1997, the C.N.V. authorized the entry of Banco de Salta S.A. into the public offering regime 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 C.N.V. authorized the transfer in favor of Banco Macro Misiones S.A. (bank merged with and into the former Banco Macro S.A.), of the authorization granted to 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 Banco de Salta S.A. for the public offering of its corporate bonds.
As of December 31, 2004, the former Banco Macro S.A. had paid the equivalent of USD 1,600,000.
12. ITEMS IN CUSTODY
12.1.    Portfolio management
a)     On March 1, 1996, Banco de Salta S.A. (bank merged with and into the former Banco Macro S.A.) and the Government of the Province of Salta executed an “Agreement to Manage the Loan Portfolio of Banco Provincial de Salta (in liquidation)” related to the non-financial private sector. Former Banco Macro S.A. thereby undertook to perform all the necessary acts to manage such portfolio. In consideration, the Province of Salta assigned the former Banco Macro S.A. a percentage of the amounts effectively recovered.
As of December 31, 2004, and 2003, the loan portfolio managed amounted to 460,702 and 462,741, respectively.
b)     By virtue of the agreement executed on August 11, 1998 between Banco de Jujuy S.A. (merged with and into the former Banco Macro S.A.) and the Province of Jujuy, the former Banco Macro S.A. undertook to perform all necessary acts to manage the loan portfolio of the former Banco de la Provincia de Jujuy and to provide the province of Jujuy with a monthly report on the tasks performed. In consideration thereof, the Province of Jujuy assigned to the former Banco Macro S.A., for all accounts and as a one-time and total consideration, a variable fee determined as a percentage of the amounts actually recovered.
As of December 31, 2004, and 2003, the loan portfolio managed amounted to 49,382 and 50,260, respectively.
c)     In order to securitize personal signature (unsecured) loans in Argentine Pesos granted to individuals through the “Cuenta sueldo” (loan system whereby the instalment payment is automatically debited from the same account into which the Bank credits the salary), the former Banco Macro S.A. created several trusts. These trusts issued debt securities and/or certificates of participation of different classes, which were authorized by the C.N.V., for public offering. The detail is as follows:
  i)     On December 20, 1999, a trust agreement was executed with MBA Banco de Inversiones S.A., as trustee. A trust labeled “Fideicomisos Financieros MBA Asset Backed Securities Serie Banco Macro Créditos I” was set up. To such end, debt securities and certificates of participation were issued for a face value of Ps.35,000,000. As of December 31, 2003, the
 
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  loan portfolio managed amounted to 420. As of December 31, 2004 there are no remaining balances related to this loan portfolio.
 
  ii)     On February 21, 2000, a trust agreement was executed with Banco Sudameris Argentina S.A., as trustee. A trust labeled “Macro Personal I” was thereby set up. To such end, class “A” and “B” certificates of participation were issued for a face value of Ps.59,134,000 and Ps.14,783,000, respectively. As of December 31, 2003, the loan portfolio managed amounted to 1,081. As of December 31, 2004 there are no remaining balances related to this loan portfolio.
 
  iii)     On November 1, 2000, a trust agreement was executed with Banco Sudameris Argentina S.A., as trustee. A trust labeled “Macro Personal II” was thereby set up. To such end, class “A” and “B” certificates of participation were issued for a face value of Ps.49,019,000 and Ps.12,255,000, respectively. As of December 31, 2003, the loan portfolio managed amounted to 2,291. As of December 31, 2004 there are no remaining balances related to this loan portfolio.
 
  iv)     On April 30, 2001, a trust agreement was executed with Banco Sudameris Argentina S.A., as trustee. A trust labeled “Macro Personal III” was thereby set up. To such end, class “A”, “B” and “C” certificates of participation were issued for a face value of Ps.35,667,000, Ps.4,458,000 and Ps.4,458,000, respectively. As of December 31, 2003, the loan portfolio managed by the Bank amounted to 2,319. As of December 31, 2004 there are no remaining balances related to this loan portfolio.
 
  v)     On November 1, 2001, a trust agreement was executed with Banco Sudameris Argentina S.A., as trustee. A trust labeled “Macro Personal IV” was thereby set. To such end, class “A”, “B” and “C” certificates of participation were issued for a face value of Ps.20,957,000, Ps.2,620,000 and Ps.2,620,000, respectively. As of December 31, 2003, the loan portfolio managed by the Bank amounted to 2,133. As of December 31, 2004 there are no remaining balances related to this loan portfolio.
Considering the managed portfolio of the trust funds mentioned at c) i) to v), the Bank requested from the trustee the settlement in advance of the portfolio which took place through the refund by the trustee to the holders of certificates of participation of the residual value of the trust funds portfolio.
d)     On April 6, 2001, through 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 I.P.D.U.V. (Instituto Provincial de Desarrollo Urbano y Vivienda— Provincial Institute of Urban and Housing Development) executed on March 27, 2001, between such agency and the former Banco Macro S.A. Through that extension, the Bank will provide to I.P.D.U.V., among others, the service of collecting the instalments payable by successful bidders for housing and a service of performing collection procedures related to such Institute’s receivables. In consideration thereof, the I.P.D.U.V. recognizes a percentage of the amounts effectively recovered to the former Banco Macro S.A.
The loan portfolio managed as of December 31, 2004 and 2003, amounted to 85,916 and 87,339, respectively.
e)     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. executed an agreement for the financial trust LAVERC collection administration and management, whereby the management of the assets related to branches transferred to former Banco Bansud S.A. will be carried out by the former Banco Bansud S.A. (for further information see note 3.5.)
 
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As of December 31, 2004 and 2003, the portfolio managed by the Bank amounted to 222,574 and 150,767, respectively.
In addition, as of December 31, 2004 and 2003, there are other portfolios managed by the Bank in the aggregate amount of 39,752 and 33,824, respectively.
12.2.    Mutual Funds
As of December 31, 2004, the Bank, in its capacity as depository institution, held in custody the shares of interest subscribed by third parties and securities from the following mutual funds:
                         
    Shares of   Shareholders    
    interest   equity   Investments(1)
 
PIONERO CRECIMIENTO
    1,396,633       2,601       2,551  
PIONERO RENTA
    7,943,689       11,960       8,820  
PIONERO FINANCIERO DÓLARES
    17,635       55       42  
PIONERO PESOS
    158,612,002       161,546       79,675  
PUENTE HNOS. 
    12,545,833       15,202       11,980  
COPERNICO
    14,267,094       49,934       40,843  
 
(1) These amounts reflect the funds’ investment portfolios and are recorded under “Debit-balance accounts— Control— Other— Assets in custody”.
13. BANK DEPOSITS GUARANTEE INSURANCE SYSTEM
Law No. 24,485 and Presidential Decree No. 540/95, provided for the organization of a Bank Deposit Guarantee Insurance System. This system is characterized as being limited, mandatory and for valuable consideration. It is designed to provide protection for risks inherent in bank deposits, subsidiary and supplementary to the one offered by the system of bank deposit priorities and protection established by Financial Institutions Law. Law 24,485 provided for the organization of SEDESA to manage the FGD (Fondo de Garantía de los Depósitos— Deposit Guarantee Fund). In August 1995, SEDESA was organized. The Bank holds a 3.6630% equity interest therein, according to the percentages set forth in Central Bank communiqué “B” 8,192 published on April 30, 2004.
This system covers deposits in Argentine pesos and foreign currency made in participating institutions as checking accounts, savings accounts, time deposits or any other modes determined by the Central Bank, as long as they fulfill the requirements of Presidential Decree No. 540/95 and any others established by the enforcement agency. Additionally, the Central Bank issued regulations excluding from the deposits guarantee system those deposits made by other financial institutions, those made by entities related to the Bank, deposits of securities, among others.
14. TRUST ACTIVITIES
Banco Macro Bansud S.A., either directly or through its subsidiary Sud Inversiones & Análisis S.A., acts as trustee. In no case, will the trustee be liable with its own assets or for any obligations undertaken in the performance of the trust. These obligations do not constitute any debt for the trustee and will be satisfied only with the corpus assets. Additionally, the trustee may not levy any encumbrance on the corpus assets or dispose of them beyond the limits set forth in the abovementioned trust agreements. The fees earned by the Bank in its capacity as trustee are calculated under the terms of the respective trust agreements.
As of December 31, 2004, 2003 and 2002, fees earned by the Bank and its subsidiary were not material.
 
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The following are certain characteristics of the main trusts where the Bank or its subsidiary acts as trustee:
14.1.     Trust Fund for the Economic Development of the Province of Jujuy
The purpose of the formation of the trust was to provide financial assistance to the productive sectors in the Province of Jujuy. In consequence, on May 11, 2000, the Economy Department of the Province of Jujuy (as trustor) and former Banco de Jujuy S.A. (as trustee) entered into a trust agreement (which was later amended on June 6, 2000). The trustor thereby transferred in trust the following:
  (i)     the right to be assigned by the Provincial Government to the proceeds from the Federal Tax Revenue Sharing System to guarantee the settlement of the consolidated debt that flows into the Trust Fund for the Economic Development of the Province of Jujuy (up to a face value of 10,000) or the debt provided in exchange, and
 
  (ii)     the profits arising from Trust activities.
The Bank only acts as trustee (managing the trust’s assets) and, therefore, no assets or liabilities were recorded in the consolidated financial statements. In addition, as of December 31, 2004 and 2003, the Trust managed assets amounting to 6,547 and 6,003, respectively.
Due to the characteristics of the transaction, the Trust did not issue certificates of participation or debt certificates.
14.2.     Transporte Automotor Plaza S.A. Trust
The purpose of formation of the Trust was to secure the guarantee provided by the former Banco Bansud S.A. to Transporte Automotor Plaza S.A. on certain bills of exchange issued for acquiring passenger transportation buses from Scania Latinoamérica Ltda.
In consequence, on May 7, 1998, S.I.A.S.A., Transporte Automotor Plaza S.A. and the former Banco Bansud S.A., in their capacities as trustee, trustor and beneficiary, respectively, signed a trust agreement. The trustor thereby transferred in trust the following:
  (i)     The rights to 15% of daily revenues from the exploitation of the public passenger transportation service, and
 
  (ii)     a daily amount equivalent to the value of the bills to fall due in the six-month period divided by the number of working days of such period.
The trustee deposits the funds collected as mentioned in (ii) above in a trust account. The funds mentioned in (i) above are immediately reimbursed to the trustor provided there are no events of default or delay in the fulfillment of any obligation assumed towards the beneficiary.
The Bank records as loan payments the disbursements made by such trust. This trust has not operated since September 2003 and has no assets and liabilities since that time. Due to the characteristics of the transaction (to secure the payment of the financing granted by the Bank to Transporte Automotor Plaza S.A.), the Trust did not issue certificates of participation or debt certificates.
14.3.     San Isidro Trust
The purpose of the San Isidro Trust is the sale of the real property received to pay for the equity certificates issued by the trust. This means that the main cash flow for the repayment of the certificates of equity participation will come from the sale of the property mentioned above. In consequence, on June 4, 2001, the former Banco Macro S.A., as trustee (today Sud Inversiones & Análisis S.A. is the trustee), and República S.A. de Finanzas, as trustor, executed a trust agreement. The “San Isidro” financial trust was thereby set up. Under such agreement, the trustor assigned in trust to the trustee
 
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the real property and plot of land located in the San Isidro district to realize them and use the proceeds therefrom to redeem the certificates of participation issued by the trust.
The certificates of participation were delivered to Banco Macro Bansud S.A. (the Bank holds 100% of the certificates issued by the Trust) for the repayment of loans previously granted to República S.A. de Finanzas. This represents effectively a foreclosure since the former owner of the assets relinquished all rights to the assets to the trust and the Bank holds 100% of the trust certificates.
The Bank recorded its holdings of San Isidro Trust certificates of participation in the account “Other receivables not covered by debtors classification standards”, as explained in note 4.4.i.4). In addition, as of December 31, 2004 and 2003, the assets managed by the Trust amounted to 16,782 and 15,993, respectively.
The Trust issued classes “A”, “B” and “C” certificates of participation which represent the legal instrument whereby Banco Macro Bansud S.A. is entitled to receive the cash flow established in the Trust Agreement.
14.4.     Municipal Finance Reorganization Trust Fund
The purpose of the formation of the trust was to provide financial assistance to municipalities and municipal commissions in the Province of Jujuy. Consequently, on December 29, 2004, the Finance Minister of the Province of Jujuy, representing the trustor, i.e. the Provincial Government, and Banco Macro Bansud S.A., as trustee, executed a trust agreement. The trustor thereby transferred in trust the following:
  (i)     Contributions from the Provincial Treasury in cash, in real property and the proceeds from the sale of real property belonging to the Provincial Government.
 
  (ii)     One half, i.e. 50%, of property tax collections up to the annual amount of six million pesos.
 
  (iii)     Amounts recovered from loans granted to municipalities and municipal commissions.
 
  (iv)     Other resources assigned to the Provincial Government from its own resources, the federal government, or financing from abroad.
 
  (v)     Proceeds from the investment of the trust fund assets.
 
  (vi)     Whatever assets the municipalities and municipal commissions may transfer in trust, under the scope of Provincial Law No. 5,435.
The Bank only acts as trustee (managing the trust’s assets) and, therefore, no assets or liabilities were recorded in the consolidated financial statements.
Additionally, due to the characteristics of the transaction, the Trust did not issue certificates of participation or debt certificates.
14.5.     Lujan Trust
The Luján Trust was created for the purpose of reducing the customer’s uncollectibility risk of the loan granted to Federalia S.A. de Finanzas. Consequently, on May 20, 2003, the former Banco Bansud S.A. signed a trust agreement with Federalia S.A. de Finanzas, in its capacity as trustor, and Sud Inversiones & Análisis S.A., in its capacity as trustee, whereby a financial trust named “Luján” was created to sell the corpus assets transferred to the trust by the trustor, in accordance with the terms of
 
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the agreement. The proceeds, net of trust expenses, were to be used to pay off the certificates of participation equity issued by the Trust, subject to their order of preference. The corpus assets are made up of different real property and plots of land located in the Province of Buenos Aires, Argentina.
The Bank recorded its holdings of Lujan Trust certificates of participation in the account “Other receivables not covered by debtors classification standards”, as explained in note 4.4.i.4).
The Trust originally issued classes “Nuevo A”, “A Prima” and “B” certificates of participation. The “A Prima” and “B” certificates are subordinated to the other certificates and are held by Federalia and the Bank has “Nuevo A” certificates.
14.6.     Trusts with depositors of former Banco Bansud S.A.
The purpose of the formation of these trusts was to acquire the rights to subscribe federal government bonds from depositors of former Banco Bansud S.A., who opted for participating in the exchange of deposits described in note 1.2.c).
Consecuently, during 2002 and 2003, certain trust agreements were executed between Sud Inversiones & Análisis S.A. (in its capacity as trustee), the former Banco Bansud S.A. (in its capacity as beneficiary) and depositors of the former Banco Bansud S.A. (in their capacity as Trustors). Such agreement provided that:
  a)     The Bank acquired from the depositors the rights to subscribe Federal government bonds.
 
  b)     The trustee undertook to accept such financial instrument and/or any other type of credit, obligation or security that the Federal Government may issue to exchange such deposits, which would be then transferred to the beneficiary.
As of December 31, 2004, two agreements (rights to subscribe Federal government bonds) were outstanding for a total amount of USD 112,303 and were recorded as “other receivables” on the Bank’s balance sheet.
Additionally, due to the characteristics of the transaction, the Trust did not issue certificates of participation or debt certificates.
14.7.     Mypes II (a) Trust
The purpose of the trust is to provide financial assistance to small-and medium-size enterprises (Mypes) (SMEs).
Consequently, on May 28, 2004, a trust agreement was executed between the Ministry of Economy, in its capacity as trustor and beneficiary, the Ministry of Production, Department of SMEs and Regional Development, in its capacity as executor and organizer and Sud Inversiones & Análisis S.A., in its capacity as trustee. An ordinary trust called “Mypes II (a)” was thereby created according to the Loan Agreement BID 1,192/OC. By virtue of this trust, the trustor and beneficiary assigned in trust the following assets:
  1)     The funds contributed by the trustor and beneficiary;
 
  2)     The loans made by the intermediary financial institutions.
The Bank only records as “Loans” the loans directly made to the SME’s according to the Loan Agreement mentioned above.
Additionally, due to the characteristics of the transaction, the Trust did not issue certificates of participation or debt certificates.
 
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14.8.     Northia Trust
The purpose of the trust is to secure the repayment of the loan granted by Banco Macro Bansud S.A. to Laboratorios Northia S.A.C.I.F.I.A.
On December 31, 2004, Sud Inversiones & Análisis S.A., in its capacity as trustee, Laboratorios Northia S.A.C.I.F.I.A., in its capacity as trustor and/or debtor and Banco Macro Bansud S.A., in its capacity as beneficiary, executed a guarantee trust agreement called “Northia Trust”, the purpose of which was: (i) to ensure punctual compliance with the obligations assumed by the trustor under the terms of the loan agreement; and (ii) to establish a mechanism that would allow settling the trustor’s payment obligations under the loan agreement, according to the payment schedule and the corpus assets distribution system provided for in the trust agreement. The trustor assigned and transferred in trust the following:
  (i)     The collection rights derived from the sales of products made (but not yet paid) and those to be made by the trustor in the future;
 
  (ii)     The amounts the trustor was entitled to collect under the manufacturing and/or medicine provision agreements;
 
  (iii)     The trustor’s collection of its present and future billing;
 
  (iv)     The amounts that the trustor was entitled to collect for any reason and for whatever items related to and/or directly or indirectly resulting from the trustor’s products or business activities;
 
  (v)     The amounts that the trustor was entitled to collect for any reason whatsoever, either past and/or present and/or future (collectively referred to with the preceding items as the “Collection Rights”) related to the production and sale of its products.
As of December 31, 2004, the Bank recorded in “Loans” the loan granted to Laboratorios Northia S.A.C.I.F.I.A. At December 31, 2004 the Trust had no assets and liabilities.
In addition, due to the characteristics of the transaction (the purpose of which is to secure the repayment of the loan granted by the Bank to Laboratorios Northia S.A.C.I.F.I.A.), the Trust did not issue certificates of participation or debt certificates.
14.9.     Fenoglio trust and Desarrollo PI trust
The purpose of the Fenoglio Trust is to secure the payment to an individual of the shares in Fenoglio S.A. acquired by Desarrollo PI S.A.
In this respect, on December 30, 2004, Sud Inversiones & Análisis S.A., in its capacity as trustee, the individual, in her capacity as trustor, and the individual and Desarrollo PI S.A. in their capacity as beneficiaries A and B, respectively, executed a guarantee trust agreement called “Fenoglio Trust”.
In turn, the purpose of the Desarrollo PI S.A. Trust is to secure the repayment of the loan granted by Banco Macro Bansud S.A. to Desarrollo PI S.A. to purchase the shares in Fenoglio S.A.
Consequently, on December 30, 2004, Sud Inversiones & Análisis S.A., in its capacity as trustee, Desarrollo PI S.A., in its capacity as trustor and Banco Macro Bansud S.A., in its capacity as beneficiary, executed a guarantee trust agreement called “Desarrollo PI trust”. The trustor assigned and transferred in trust the following:
  (i)     All rights related to the trustor in its capacity as beneficiary B of the Fenoglio trust.
 
  (ii)     Shares.
 
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As of December 31, 2004, the Bank recorded in “Loans” the credit assistance granted to Desarrollo PI S.A. to purchase the shares in Fenoglio S.A.
Additionally, due to the trusts’ operating characteristics, no certificates of participation or debt certificates were issued.
14.10.     Pulte Trust
The purpose of the trust is to secure the repayment of the loan granted by Banco Macro Bansud S.A. to Pulte S.R.L.
On January 6, 2005, Sud Inversiones & Análisis S.A., in its capacity as trustee, Pulte S.R.L., in its capacity as trustor and/or residual beneficiary and Banco Macro Bansud S.A., in its capacity as beneficiary, executed a guarantee trust agreement called “Pulte Trust”, the purpose of which was: (i) to ensure punctual compliance with the guaranteed obligations; and (ii) to establish a mechanism that would allow settling the trustor’s payment obligations under the loan agreement, according to the payment schedule and the corpus assets distribution system provided for in the trust agreement. The trustor assigned and transferred in trust the following:
  (i)     Real property, including: (a) the receivables and proceeds from the real property insurance; (b) the right to obtain and use the authorizations and any type of permissions in connection with the real property; (c) the prospective sale price and/or any other way of legal divestiture of real property.
 
  (ii)     Certain Shares.
The Bank recorded in “Loans” the loans provided to Pulte S.R.L.
In addition, due to the operating characteristics of the trust (the purpose of which is to secure the repayment of the loan granted by the Bank to Pulte S.R.L.), no certificates of participation or debt certificates were issued.
15.  COMPLIANCE WITH REGULATIONS TO ACT AS OVER-THE-COUNTER MARKET AGENT
The Bank’s shareholders’s equity exceeds the minimum amount required by C.N.V. Resolution No. 368/01, to act as over-the-counter market agent.
16. RESTRICTION ON EARNINGS DISTRIBUTION
16.1 Through Communiqué “A” 4,152, the Central Bank provided that those institutions that wish to distribute earnings must request Argentine Superintendency of Financial and Foreign Exchange Institutions (S.E.F. y C’s) prior authorization and meet the requirements set forth in such Communiqué.
16.2.     As established by the Central Bank, as of December 31, 2004:
  a)     20% of income for the year, plus/less adjustment to prior-year income (loss), shall be appropriated to the legal reserve. Consequently, at the Shareholders’ Meeting held on April 28, 2005 shareholders of Banco Macro Bansud approved the transfer of 23,193 from unappropriated retained earnings to increase the legal reserve.
 
  b)     Banco Macro Bansud may only pay dividends after making the appropriations required by the law and the Bank’s by laws. Additionally, Banco Macro Bansud may not pay dividends related to the difference between the book value and quoted price of the Federal Government Bonds in US dollars at LIBOR maturing in 2012 (Boden 2012) received under Presidential Decree No. 905/02, Title VI, sections 28 and 29, which was 22,896 at December 31, 2004.
 
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  c)     As established in Central Bank Communiqué “A” 4,295, to determine the amounts to be distributed it will be necessary to deduct the assets recorded by Banco Macro Bansud for minimum presumed income tax from unappropriated retained earnings. Such balance amounted to 38,137.
 
  Accordingly, the Bank’s unappropriated retained earnings as of December 31, 2004, are restricted by 84,226.
16.3.     As stated in note 11, under the agreements executed with the Trust Fund for Assistance to Financial Institutions and Insurance Companies (F.F.A.E.F.y S.), Banco Macro Bansud may not distribute as cash dividends (i) an amount exceeding 50% of liquid and realized income or (ii) an amount exceeding 25% up to 50% of liquid and realized income (as defined in regulations), unless it redeems in advance subordinated corporate bonds for an amount equivalent to 50% of the total cash dividends distributed.
16.4.     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 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.
17. BANK CHECKING-ACCOUNT REGULATIONS
Under Law No. 24,760 and Central Bank Communiqué “A” 2,514, as supplemented, regulating bank checking accounts, a system of penalties was established for those financial institutions that, at any time after January 13, 1997, maintained checking accounts open when they should have been closed or opened checking accounts for disqualified holders.
Enforcing Communiqué “A” 2,909 and under Presidential Decree No. 347/99, the Central Bank required financial institutions that, through error or omission, had maintained open checking accounts of disqualified individuals or legal persons, from January 13, 1997, through April 16, 1999, and that had not been previously reported, file a brief reporting the total amount payable on account of the cases detected, with a 15floor and a 2,000cap, taking into account the amounts already paid in such respect. The Bank duly complied with this requirement.
Due to an injunction ordered in a legal action to which the former Banco Bansud S.A. is not a party and which put a stay on the effects of the abovementioned decree, the Central Bank demanded payment of the amount previously reported by the former Banco Bansud S.A., as mentioned in the preceding paragraph. In view of this situation, on October 21, 1999, the Bank paid the amount of 344 (not restated) assessed on the basis established by the Presidential Decree No. 347/99. Additionally the Bank addressed a letter to the oversight agency requesting that the latter reconsider the decision to claim the full amount reported by the Bank, until a definitive judgment had given legal certainty that the decree was valid and effective.
Subsequently, the former Banco Bansud S.A. filed with different courts requesting them to issue an injunction to maintain the status quo against the Central Bank in connection with the collection of such fines.
Management believes that it is not probable that these issues will result in additional losses and therefore no additional amounts have been accrued.
 
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18. CLAIMS FROM THE A.F.I.P—D.G.I (FEDERAL PUBLIC REVENUE ADMINISTRATION—FEDERAL TAX BUREAU)
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 payment in instalment plan system provided by Presidential Decree No. 1,384/01 to settle the taxes payable assessed by the authorities ex-officio according to a resolution of December 19, 2001. The abovementioned claim related to income tax differences of the former Banco del Sud for the 1993 and 1994 tax years, and it was based on having challenged certain methods applied that, in the former Banco Bansud S.A.’s opinion, were consistent with the guidelines set by the relevant regulations.
The amount the Bank has requested to settle is 10,780 in 120 monthly instalments. The amount in question was charged to expense in year ended December 31, 2001. As of December 31, 2004, the unpaid instalments of such settlement were recorded in the “Other liabilities” account.
Between 2002 and 2004, the former Banco Bansud S.A. and Banco Macro Bansud S.A. filed appeals and administrative remedies with the Federal Administrative Tax Court against A.F.I.P.—D.G.I. against resolutions which, in accordance with the position mentioned in the preceding paragraphs, had questioned the tax calculation for fiscal years 1995 through 1998.
The issue under discussion and on which the A.F.I.P. bases its position, that is, the requirement that court-enforced collection proceedings before a court must have been started for unpaid loans to be deducted from income tax, has been recently addressed by the Federal Administrative Tax Court, which ruled that this is not the only condition that would permit such deduction.
Management believes that it is not probable that these issues will result in additional losses and therefore no additional amounts have been accrued.
19. BALANCES IN FOREIGN CURRENCY
The balances of assets and liabilities denominated in foreign currency are as follows:
                 
    As of December 31,
     
    2004   2003
 
ASSETS
               
Cash and due from banks
    715,907       370,655  
Government and private securities
    116,347       221,821  
Loans
    361,549       160,828  
Other receivables from financial intermediation
    763,920       275,150  
Investments in other companies
    99,893       104,541  
Other receivables
    25,439       136,739  
Items pending allocation
          63  
             
Total
    2,083,055       1,269,797  
             
 
LIABILITIES
               
Deposits
    1,008,586       588,893  
Other liabilities from financial intermediations
    404,543       168,690  
Other liabilities
    930       1,281  
Items pending allocation
    48        
Other subsidiaries’ liabilities
          181  
             
Total
    1,414,107       759,045  
             
 
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20. INTEREST-BEARING DEPOSITS WITH OTHER BANKS
20.1.     Included in “Cash and Due from Banks” there are: (a) interest-bearing deposits with the B.C.R.A. totaling 625,906 and 304,741 as of December 31, 2004 and 2003, respectively and (b) interest-bearing deposits in foreign banks totaling 360,206 and 167,539 as of December 31, 2004 and 2003, respectively.
The interest-bearing deposits with the B.C.R.A. yielded a nominal annual interest rate of 2,05% and 0,80% as of December 31, 2004 and 2003, respectively, and the interest-bearing deposits in foreign banks yielded a nominal annual interest rate of approximately 0,625% and 2,00% as of December 31, 2004 and 2003, respectively.
20.2.     Included in “Other Receivables from Financial Transactions” there are other interest-bearing deposits with B.C.R.A. totaling 98,339 and 69,370 as of December 31, 2004 and 2003, respectively.
 
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21. GOVERNMENT AND PRIVATE SECURITIES
                   
    As of December 31,
     
    2004   2003
 
GOVERNMENT SECURITIES
               
Holdings in investment accounts
               
In foreign currency:
               
 
Federal government bonds in USD at LIBOR, maturity 2012—Compensation (BODEN 2012)
    53,856       143,976  
             
Subtotal holdings in investment accounts
    53,856       143,976  
             
Holdings for trading or intermediation
               
In pesos:
               
 
Province of Salta consolidation bonds in pesos
    17       13,261  
 
Consolidation bonds of social security payables in pesos
    11,557       6,407  
 
Federal government bonds (maturity 2007 and 2008) (BODEN 2007 and BODEN 2008)
    1,277       98,218  
 
Consolidation bonds in pesos
    5,649       4,020  
 
Argentine Republic external bills(1)
          2,089  
 
Secured bonds Decree 1,579/02
    18,351       3,348  
 
Tax credit certificates Decree 2217/02(1)
          2,003  
 
Other
    852       1,471  
             
Subtotal holdings for trading or intermediation—In pesos
    37,703       130,817  
             
In foreign currency:
               
 
Argentine Republic external bonds
    1,271       162  
 
Argentine Republic external bills(1)
          5,312  
 
Federal government bonds—(maturity 2005, 2006, 2012 and 2013)
    47,415       64,756  
 
Consolidation bonds
    1,298        
 
Argentine Republic external bills coupons—Series 74(1)
          416  
 
Other
    1,253       1,968  
             
Subtotal holding for trading or intermediation—In foreign currency
    51,237       72,614  
             
Subtotal holding for trading or intermediation
    88,940       203,431  
             
(footnotes on following page)
 
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    As of December 31,
     
    2004   2003
 
Unlisted government securities
               
In pesos:
               
 
Tax credit certificates under Decree 2,217/02AM, maturity 04/09/02(1)
    11,441       3,077  
 
Argentine Republic external bills coupons(1)
    2,089        
 
Federal government bonds—survey rate—3rd Series(1)
    19        
 
Secured bonds Decree 1,579/02(2)
    819,498       685,314  
 
Bonds issued by the Municipality of Bahía Blanca at 13.75%
    2,257       3,636  
 
Federal government bonds in pesos at 9%, maturity 2002 (1)(3)
          4,312  
 
Misiones Provincial T-Bills (CEMIS) in USD(3)
          39  
 
Other
    282       597  
             
Subtotal unlisted government securities—In pesos
    835,586       696,975  
In foreign currency:
               
 
Argentine Republic external bills coupons(1)
    3,597        
 
Federal government bonds in USD at Libor, maturity 2013
           
             
Subtotal unlisted government securities—In foreign currency
    3,597        
Subtotal unlisted government securities
    839,183       696,975  
             
Instruments issued by Central Bank
               
In pesos:
               
 
Listed Central Bank external bills (LEBAC)
    994,944        
 
Unlisted Central Bank external bills (NOBAC)
    102,636       1,097,022  
             
Subtotal instruments issued by Central Bank
    1,097,580       1,097,022  
             
Total government securities
    2,079,559       2,141,404  
             
PRIVATE SECURITIES
               
Investments in listed private securities
               
 
Shares
    3,951       8,285  
 
Corporate bonds
    14,872        
 
Debt securities in financial trusts
    10,069        
 
Certificates of participation in financial trusts
    757       9,214  
             
Total private securities
    29,649       17,499  
             
Total government and private securities, before allowances
    2,109,208       2,158,903  
             
Allowances
    (2,471 )     (3,137 )
             
Total government and private securities
    2,106,737       2,155,766  
             
 
(1) Relate to the holdings submitted for the Argentine government debt restructuring process mentioned in note 1.2.b)3).
 
(2) As of December 31, 2004, these securities were disclosed as “Unlisted government securities” albeit listed, because they are valued under Central Bank Communiqué “A” 3911 as supplemented.
 
(3) Related to government securities originally denominated in US dollars and converted into pesos under Federal Executive Decree No. 471/02.
 
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    Maturing
     
        After 1 year   After 5 years    
    Within 1   but within   but within 10   After 10    
    year   5 years   years   years   Total
 
    Book value
    (in thousands of pesos)
Government securities
                                       
 
in pesos:
                                       
Holding for trading or intermediation
    839       16,850       10,205       9,809       37,703  
 
Consolidation bonds of social security payables in pesos
          11,283       259       15       11,557  
 
Federal government bonds (maturity 2007 and 2008)
          335       942             1,277  
 
Consolidation bonds in pesos
    86       1,662       1,770       2,131       5,649  
 
Secured bonds Decree 1,579/02
    734       3,524       7,231       6,862       18,351  
 
Other debt bonds
    19       46       3       801       869  
Unlisted government securities
    35,277       158,006       322,528       319,775       835,586  
 
Secured bonds Decree 1,579/02
    33,644       157,171       322,528       306,155       819,498  
 
Tax credit certificates under Decree 2,217/02AM, maturity 04/09/02
                      11,411       11,411  
 
Argentine Republic external bills
                      2,089       2,089  
 
Bonds issued by the Municipality of Bahía Blanca at 13.75%
    1,509       748                   2,257  
 
Other debt bonds
    124       87             120       331  
Instruments issued by Central Bank
    795,875       301,705                   1,097,580  
 
Listed Central Bank external bills
    722,695       272,249                   994,944  
 
Unlisted Central Bank external bills
    73,180       29,456                   102,636  
                               
 
Total government securities in pesos
    831,991       476,561       332,733       329,584       1,970,869  
                               
In foreign currency:
                                       
Investment account
    8,712       25,796       19,348             53,856  
Federal government bonds in USD at LIBOR, maturity 2012—Compensation (BODEN 2012)
    8,712       25,796       19,348             53,856  
Holding for trading or intermediation
    15,933       25,175       6,346       3,783       51,237  
Argentine Republic external bonds
                      1,271       1,271  
Federal government bonds—(maturity 2005, 2006, 2012 and 2013)
    15,915       25,154       6,346             47,415  
Consolidation bonds
                      1,298       1,298  
Other debt bonds
    18       21             1,214       1,253  
Unlisted government securities
                      3,597       3,597  
Argentine Republic external bills coupons
                      3,597       3,597  
                               
Total government securities in foreign currency
    24,645       50,971       25,694       7,380       108,690  
                               
Total government securities
    856,636       527,532       358,427       336,964       2,079,559  
                               
 
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    Maturing
     
        After 1 year   After 5 years    
    Within 1   but within   but within 10   After 10    
    year   5 years   years   years   Total
 
    Book value
    (in thousands of pesos)
Corporate bonds
          4,891       95       9,886       14,872  
Debt securities in financial trusts
    9,667       402                   10,069  
Certificates of participation in financial trusts
    757                         757  
Shares
    3,951                         3,951  
                               
Total private securities
    14,375       5,293       95       9,886       29,649  
                               
Total government and private securities, before allowances
    871,011       532,825       358,522       346,850       2,109,208  
                               
Allowances
                                    (2,471 )
                               
Total government and private securities
                                    2,106,737  
                               
22. LOANS
Description of certain categories of loans in the accompanying Balance Sheets include:
  a.     Non-financial government sector: loans to the government sector, excluding government owned financial institutions;
 
  b.     Financial sector: short-term loans to other banks and short-term loans from foreign branches to banks outside Argentina.
 
  c.     Non financial private sector and foreign residents: loans given to the private sector (excluding financial institutions) and residents outside Argentina.
The classification of the loan portfolio in this regard was as follows:
                 
    As of December 31,
     
    2004   2003
 
Non-financial government sector
    809,577       365,549  
Financial sector
    81,812       17,835  
Non-financial private sector and foreign residents
               
Commercial
               
—With Senior “A” guarantees
    13,707       9,762  
—With Senior “B” guarantees
    214,308       33,455  
—Without Senior guarantees
    1,139,969       438,031  
Consumer
               
—With Senior “A” guarantees
    8,622       945  
—With Senior “B” guarantees
    347,982       56,464  
—Without Senior guarantees
    484,408       184,962  
Less: Allowance
    (225,340 )     (56,279 )
             
Total loans, net of allowance
    2,875,045       1,050,724  
             
 
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Senior “A” guarantees consist mainly of cash guarantees, gold guarantees, warrants over primary products and other forms of self-liquidating collateral.
Senior “B” guarantees generally consist of mortgages and other forms of collateral pledged to secure the loan amount.
“Without senior guarantees” consist, in general, of unsecured third-party guarantees.
A breakdown of total loans by geographical location of borrowers is as follows:
                 
    2004   2003
 
Argentina
    3,087,000       1,103,796  
Chile
    7        
Ecuador
    4        
Thailand
    2,651        
Taiwan
    637        
United States of America
    1,054        
Brazil
    207       2,417  
Uruguay
    8,825       696  
France
          58  
United Kingdom
          36  
Less: Provision for loan losses
    (225,340 )     (56,279 )
             
Total loans, net of allowances
    2,875,045       1,050,724  
             
A breakdown of total loans by sector activity classified according to the principal business of the borrowers is as follows:
                 
Economic Activity   2004   2003
 
Agricultural livestock—Forestry—Fishing—Minery—Hunting
    261,078       106,296  
Foodstuff and beverages
    190,586       71,591  
Mass productions of products
    119,193       18,023  
Chemicals
    100,356       28,239  
Other
    759,110       359,630  
Electricity, oil, water
    16,746       5,479  
Construction
    90,236       16,685  
Retail and consumer products
    282,367       50,413  
Governmental services
    860,039       368,442  
Financial sector
    326,924       68,209  
Real estate, business and leases
    93,750       13,996  
             
Total loans
    3,100,385       1,107,003  
Less: Allowance
    (225,340 )     (56,279 )
             
Total loans, net of Allowance
    2,875,045       1,050,724  
             
 
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23. ALLOWANCES FOR LOAN LOSSES
The activity in the allowance for loan losses for the fiscal years presented is as follows:
                         
    As of December 31,
     
    2004   2003   2002
 
—Balance at the beginning of the fiscal year
    56,279       116,125       40,312  
—Provision for loan losses(1)
    36,467       35,009       117,767  
—Allowances for loan losses from acquisition of Banco Bansud S.A. 
                52,796  
—Allowances for loan losses from acquisition of Nuevo Banco Suquía S.A. 
    143,457              
—Allowances for loan losses for purchased loans
    21,329       495       (53,807 )
—Applications
    (32,164 )     (64,887 )     (11,025 )
—Reversals(1)
    (28 )     (29,608 )      
—Monetary gain generated on allowances
          (855 )     (29,918 )
                   
—Balance at the end of the fiscal year(2)
    225,340       56,279       116,125  
                   
 
(1) As disclosed in note 31, under US SEC requirements, the amount of loan loss provision includes above amounts less recovered loans of 11,332.
 
(2) As disclosed in note 31, under US SEC requirements, the amount of allowance for loan losses includes the allowance for assets subject to financial lease (See note 27).
24. OTHER RECEIVABLES FROM FINANCIAL INTERMEDIATION
The breakdown of other banking receivables by guarantee type is as follows:
                 
    As of December 31,
     
Description   2004   2003
 
With preferred guarantees
    521,013        
Without preferred guarantees
    1,385,741       672,002  
Allowances
    (107,530 )     (134,145 )
             
      1,799,224       537,857  
             
The breakdown of private securities recorded in Other receivables by financial intermediation is as follows:
                 
    As of December 31,
     
Description   2004   2003
 
Corporate bonds— Unlisted
    928       445  
Debt securities in financial trusts— Unlisted
    33,106        
Certificates of participation in financial trusts— Unlisted
    88,907       277,555  
             
Total investments in unlisted private securities
    122,941       278,000  
             
 
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As of December 31, 2004, maturities for the private securities disclosed above are as follows:
                                         
    Maturing
     
        After 1 year   After 5 years    
    Within 1   but within 5   but within 10   After 10    
    year   years   years   years   Total
 
Corporate bonds—Unlisted
    113       570       245             928  
Debt securities in financial trusts—Unlisted
    23,106       10,000                   33,106  
Certificates of participation in financial trusts—Unlisted
    12,275                   76,632       88,907  
                               
Total investments in unlisted private securities
    35,494       10,570       245       76,632       122,941  
                               
The Bank enters into forward transactions related to government securities and foreign currencies. The Bank recognizes cash, security or currency amount to be exchanged in the future as a receivable and payable at the original transaction date.
The assets and liabilities related to such transactions are as follows:
                   
    As of December 31,
     
Description   2004   2003
 
Amounts receivable from spot and forward sales pending settlement
               
 
Receivables from repurchase agreements of government securities
    637,782       3,346  
 
Receivable from spot sales of government and private securities pending settlement
    40,378       19,640  
 
Receivables from other repurchase agreements
    1,151       7,270  
 
Receivables from forward sales of government securities
    54,684       9,407  
             
      733,995       39,663  
             
Securities and foreign currency receivable from spot and forward purchases pending settlement
               
 
Forward purchases of securities under repurchase agreements
    202,334       3,434  
 
Spot purchases of government and private securities pending settlement
    4,227       9,554  
 
Other forward purchases
          23  
             
      206,561       13,011  
             
Amounts payable for spot and forward purchases pending settlement
               
 
Payables for spot purchases of foreign currency pending settlement and forward purchases of foreign currency
    1        
 
Payables for forward purchases of securities under repurchase agreements
    126,762       3,446  
 
Payables for spot purchases of government securities pending settlement
    3,631       6,417  
 
Payables under repo transactions
    22,678       11,287  
 
Payable for spot purchases of government and private securities awaiting settlement
    589        
             
      153,661       21,150  
             
 
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    As of December 31,
     
Description   2004   2003
 
Securities and foreign currency to be delivered under spot and forward sales pending settlement
               
 
Forward sales of government securities under repurchase agreements
    690,539       11,588  
 
Forward sales of government securities
    58,870       13,432  
 
Forward sales of government securities under other repurchase agreements
    1,551       7,822  
 
Spot sales of government and private securities pending settlement
    3,212       5,013  
 
Other forward Sales
          23  
             
      754,172       37,878  
             
These instruments consist of foreign currency forward purchase and sale contracts and securities repurchase agreements, whose valuation method is disclosed in note 4.4.i).
The fair value of these instruments held during the years ended December 31, 2004, and 2003, was:
                 
    End-of-year fair
    value
     
    2004   2003
 
Assets
    206,560       12,988  
Liabilities
    453,432       29,400  
Premiums on these instruments have been included in the “Financial income” and “Financial expense” captions of the consolidated statement of income of each year.
25. PREMISES AND EQUIPMENT AND OTHER ASSETS
25.1.    Premises and equipment
The major categories of the Bank’s premises and equipment, and related accumulated depreciation are presented in the following table:
                         
    As of December, 31,
     
    Estimated    
    useful life    
Description   (years)   2004   2003
 
Buildings
    50       198,284       152,649  
Furniture and facilities
    10       59,017       45,429  
Machinery and equipment
    5       219,068       177,161  
Vehicles
    5       19,024       16,127  
Other
          514        
Accumulated depreciation
            (302,210 )     (233,686 )
                   
Total
            193,697       157,680  
                   
Depreciation expense was 16,570, 16,638 and 21,126 as of December 31, 2004, 2003 and 2002, respectively.
 
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25.2.    Other assets
Other assets consisted of the following as of December 31, 2004 and 2003:
                         
    As of December, 31,
     
    Estimated    
    useful life    
Description   (years)   2004   2003
 
Works in progress
          3,832       181  
Works of art
          962       837  
Prepayments for the purchase of assets
          693       186  
Assets acquired by attachment in aide of execution
          20,864       1,318  
Leased buildings
    50       8,236       19,523  
Stationery and office supplies
          1,193       738  
Other assets(1)
    50       147,033       125,297  
Accumulated depreciation
          (24,671 )     (23,926 )
                   
Total
            158,142       124,154  
                   
 
(1) Mainly includes buildings acquired by attachment in aide of execution, which under Central Bank rules are included in this line after a period of 6 months from the acquisition.
Depreciation expense was 2,311, 2,473, and 2,492 at December 31, 2004, 2003 and 2002, respectively.
25.3.    Operating leases
As of December 31, 2004, the Bank’s branch network includes certain branches that were located in properties leased to the Bank (some of which are renewable for periods between 2 and 6 years).
The estimated future lease payments in connection with these properties are as follows:
         
    In thousands
Fiscal year end   of Ps.
 
2005
    6,328  
2006
    4,724  
2007
    3,555  
2008
    1,913  
2009
    1,122  
2010 and after
    324  
       
Total
    17,966  
       
As of December 31, 2004, 2003 and 2002, rental expenses amounted to 4,338, 3,575 and 4,611, respectively. As of such dates, there are no contractual obligations with separate amounts of minimum rentals, contingent rentals, and sublease rental income.
 
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26. INTANGIBLE ASSETS
26.1.    Goodwill:
As of December 31, 2004 and 2003 goodwill breakdown is as follows:
                         
    As of December 31,
     
    Estimated    
    useful life    
Description   (years)   2004   2003
 
Goodwill for the purchase of Banco de Jujuy S.A., net of accumulated amortization of 5,828 as of December 31, 2004
    7       2,485       3,324  
Amortization expense on goodwill was 839 both as of December 31, 2004 and 2003 and 995 as of December 31, 2002.
On January 12, 1998, Banco Macro acquired 80% of the capital stock of Banco de Jujuy in the amount of Ps.5.1 million. The assets transferred amounted to Ps.30 million and the liabilities assumed amounted to Ps.28 million (historical values).
Under Central Bank Rules, this transaction resulted in Banco Macro’s positive goodwill amounting to Ps.3.5 million, which is amortized in seven years and no impairment is required.
Under U.S. G.A.A.P., as a result of the economic crisis undergone by Argentina since 2001, the Bank concluded that such goodwill was fully impaired and wrote off the total amount of that goodwill and the amortization expenses recognized under Central Bank rules were reversed for U.S. G.A.A.P. purposes. Such adjustment is included in note 35.7.d).
26.2.    Organization and development costs:
As of December 31, 2004 and 2003, of organization and development costs breakdown as follows:
                         
    As of December 31,
     
    Estimated    
    useful life    
Description   (years)   2004   2003
 
Differences due to courts orders— no deductible for the determination of computable equity
    5       50,037       44,730  
Cost from information technology projects
    5       24,941       27,624  
Organizational cost
    5       2,698       5,575  
Other capitalized cost
    5       1,370       932  
                   
Total
            79,046       78,861  
                   
Amortization expense was 25,267, 21,511 and 15,921 as of December 31, 2004, 2003 and 2002, respectively.
 
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Intangible assets changed as follows during fiscal years ended December 31, 2004, 2003 and 2002:
                         
    Fiscal year ended December 31,
     
    2004   2003   2002
 
Balance at the beginning of the fiscal year
    82,185       37,809       33,103  
Additions
    25,445       74,187       15,199  
Decreases
          (7,583 )      
Amortization expense
    (26,099 )     (22,228 )     (10,493 )
                   
Balance at the end of the fiscal year
    81,531       82,185       37,809  
                   
27. OTHER ALLOWANCES AND PROVISIONS
The activity of the following allowances deducted from assets or included in liabilities, in accordance with Central Bank rules, are as follows:
Government and private securities
Recorded to cover possible impairment risk arising out of government securities.
                         
    As of December 31,
     
    2004   2003   2002
 
Balance at the beginning of the fiscal year
    3,137       3,844       6,718  
Allowances for government and private securities losses from acquisition of Banco Bansud S.A. 
                1,839  
Allowances for government and private securities losses from acquisition of Nuevo Banco Suquía S.A. 
    2,471              
Write off
    (2,997 )           (1,059 )
Reversals
    (140 )     (679 )      
Monetary gain generated on allowances
          (28 )     (3,654 )
                   
Balance at the end of the fiscal year
    2,471       3,137       3,844  
                   
Other receivables from financial intermediation
Recorded in compliance with the provision of Communication “A” 2950, as supplemented, of the Central Bank, taking into account note 4.4.g).
                         
    As of December 31,
     
    2004   2003   2002
 
Balance at the beginning of the fiscal year
    134,145       118,532       785  
Provision for other receivables for financial intermediation losses
    716       18,215       378  
Provision for other receivables for financial intermediation losses from acquisition of Banco Bansud S.A. 
                117,907  
Provision for other receivables for financial intermediation losses from acquisition of Nuevo Banco Suquía S.A. 
    102,767              
Write off
    (130,098 )     (43 )     (30 )
Reversals
          (1,687 )      
Monetary gain generated on allowances
          (872 )     (508 )
                   
Balance at the end of the fiscal year
    107,530       134,145       118,532  
                   
 
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Assets subject to financial lease
Recorded in compliance with the provision of Communication “A” 2950, as supplemented, of the Central Bank, taking into account note 4.4.g)
                         
    As of December 31,
     
    2004   2003   2002
 
Balance at the beginning of the fiscal year
                 
Provision for assets subject to financial lease
    609              
                   
Balance at the end of the fiscal year(1)
    609              
                   
 
(1) Under U.S. S.E.C. requirements, they were included in “Assets— Allowance for loan losses”.
Investment in other companies
Recorded to cover possible impairment risk arising out of investments in other companies.
                         
    As of December 31,
     
    2004   2003   2002
 
Balance at the beginning of the fiscal year
    2       6        
Provision for investment in other companies losses
    3,003              
Allowances for investment in other companies losses from acquisition of Banco Bansud S.A. 
                6  
Allowances for investment in other companies losses from acquisition of Nuevo Banco Suquía S.A. 
    321              
Write off
    (2,607 )     (4 )      
                   
Balance at the end of the fiscal year
    719       2       6  
                   
Other receivables
Following is a summary of amounts recorded to cover uncollectability risk of other receivables. Amounts include allowances on the receivables recovered from Suquía Trust.
                         
    As of December 31,
     
    2004   2003   2002
 
Balance at the beginning of the fiscal year
    3,630       3,256       738  
Provision for other receivables losses
    1,223       583       227  
Allowances for other receivables losses from acquisition of Banco Bansud S.A
                2,726  
Allowances for other receivables losses from acquisition of Nuevo Banco Suquía S.A. 
    1,689              
Applications
    (341 )     (185 )     (43 )
Monetary gain generated on allowances
          (24 )     (392 )
                   
Balance at the end of the fiscal year
    6,201       3,630       3,256  
                   
 
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Provisions—Contingencies and Commitments
Following is a rollforward of the allowance recoded under Central Bank’s rules to cover contingent losses related to loan commitments. These amounts have been accrued in accordance with Central Bank’s rules, which are similar to SFAS No. 5.
                         
    As of December 31,
     
    2004   2003   2002
 
Balance at the beginning of the fiscal year
    5,342       25,562       971  
Provision for contingent commitments losses
    843       2,139       1,165  
Allowances for contingent commitments losses from acquisition of Banco Bansud S.A
                24,216  
Allowances for contingent commitments losses from acquisition of Nuevo Banco Suquía S.A. 
    48              
Applications
          (293 )      
Reversals
    (3,113 )     (21,879 )      
Monetary gain generated on allowances
          (187 )     (790 )
                   
Balance at the end of the fiscal year
    3,120       5,342       25,562  
                   
Provisions—Negative Goodwill
Following is the rollforward of the amounts recorded to cover the difference between the purchase price and the book value of the net equity acquired of Banco Bansud:
                         
    As of December 31,
     
    2004   2003   2002
 
Balance at the beginning of the fiscal year
    219,336       295,156        
Allowances
    483             672,595  
Amortization
    (73,112 )     (73,112 )     (73,654 )
Monetary gain generated on allowances
          (2,708 )     (303,785 )
                   
Balance at the end of the fiscal year
    146,707       219,336       295,156  
                   
Provisions—Other loss contingencies
Principally includes labor litigation and customer and other third-parties claims. The amounts have been accrued in accordance with Central Bank’s rules, which are similar to SFAS No. 5.
                         
    As of December 31,
     
    2004   2003   2002
 
Balance at the beginning of the fiscal year
    60,450       70,860        
Provision for other contingent losses
    3,211       3,445        
Provision for other contingent losses from acquisition of Banco Bansud S.A
                70,860  
Provision for other contingent losses from acquisition of Nuevo Banco Suquía S.A. 
    16,948              
Applications
    (1,492 )     (2,627 )      
Reversals
    (3,245 )     (11,084 )      
Monetary gain generated on allowances
          (144 )      
                   
Balance at the end of the fiscal year
    75,872       60,450       70,860  
                   
Total of provisions
    225,699       285,128       391,578  
                   
 
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28. DEPOSITS AND OTHER LIABILITIES FROM FINANCIAL INTERMEDIATION
28.1.    Deposits
The aggregate amount of time deposits and investment accounts exceeding Ps.100 or more as of December 31, 2004 is 1,920,000.
28.2.    Central Bank of Argentina
The Bank borrowed funds under various credit facilities from the Central Bank for specific purposes, as follows:
                                                 
    As of December 31,
     
    2004   2003
         
    Principal   Interest   Rate   Principal   Interest   Rate
 
Short-term liabilities
    72,162       13,514       4,11 %     2,088       9       4,83 %
Long-term liabilities
    329,561       70,030       4,18 %     256             0,90 %
                                     
Total
    401,723       83,544               2,344       9          
                                     
Accrued interest and adjustments on the above liabilities amounts to 83,544 and 9 as of December 31, 2004, and 2003, respectively, and is included in “Accrued interest, adjustments and foreign exchange differences payable” under the “Other liabilities from financial intermediation” in the accompanying consolidated balance sheets.
Maturities of the long-term liabilities in the table above for each of the following fiscal years are as follows:
                 
    As of December 31,
     
Fiscal year   2004   2003
 
2006
    71,614       118  
2007
    52,107       138  
2008
    80,880        
2009
    71,527        
2010
    17,811        
As from 2010
    35,622        
             
Total
    329,561       256  
             
28.3.    Banks and international institutions
                                                 
    As of December 31,
     
    2004   2003
         
    Principal   Interest   Rate   Principal   Interest   Rate
 
Short-term liabilities
    13,017       230       3,42 %     53,245       129       2,97 %
Long-term liabilities
    1,651             2,98 %     1,628             2,97 %
                                     
Total
    14,668       230               54,873       129          
                                     
Accrued interest and adjustments are included in the “Accrued interest, adjustments and foreign exchange differences payable” account. Amounts are unsecured.
Long-term liabilities expire in 2007.
 
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In January, 2005 the Bank obtained a USD 50 million loan from Credit Suisse First Boston with an 18-month term at the LIBOR rate plus 2.7%.
28.4.    Financing received from Argentine financial institutions
The Bank borrowed funds under various credit facilities from the Central Bank for specific purposes, as follows:
                                                 
    As of December, 31
     
    2004   2003
         
    Principal   Interest   Rate   Principal   Interest   Rate
 
Short-term liabilities
    32,021       673       2,49 %     24,292       599       1,50 %
Long-term liabilities
    24,814       14,945       2,05 %     27,805       11,731       4,64 %
                                     
Total
    56,835       15,618               52,097       12,330          
                                     
Accrued interest and adjustments are included in “Accrued interest, adjustments and foreign exchange differences payable” under the “Other liabilities from financial intermediation” in the accompanying consolidated balance sheets. Amounts are unsecured.
Maturities of the long-term liabilities in the table above for each of the following fiscal years are as follows:
                 
    As of December 31,
     
Fiscal year   2004   2003
 
2005
          2,671  
2006
    2,775       2,764  
2007
    4,210       1,952  
2008
    1,821       1,786  
2009
    1,821       1,786  
2010
    2,579       2,530  
2011
    2,731       2,679  
2012
    2,731       2,679  
2013
    2,731       2,679  
2014
    4,173       4,093  
2015
    4,461       4,376  
2016
    4,461       4,376  
2017
    4,461       4,376  
2018
    804       789  
             
Total
    39,759       39,536  
             
29. EMPLOYEE BENEFIT PLANS
The Bank does not maintain pension plans for its personnel. The Bank is required to pay employer contributions, determined on the basis of total monthly payroll.
These expenses aggregated 17,988, 14,826 and 16,671 for the fiscal years ended December 31, 2004, 2003 and 2002, respectively, and are included in the “Operating Expenses—Payroll expenses” account in the Consolidated Statements of Income.
 
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30. MINIMUM CAPITAL REQUIREMENTS
Under Central Bank’s rules, the Bank is required to maintain individual and consolidated minimum levels of equity capital (“minimum capital”). As of December 31, 2004 and 2003, the consolidated minimum capital is based upon risk-weighted assets and also considers interest rate risk and market risk. The required consolidated minimum capital and the consolidated Bank’s capital calculated under the Central Bank’s rules are as follows:
                         
            Excess of actual
            minimum
            capital over
    Required       required
    minimum   Computable   minimum
    capital   capital   capital
 
December 31, 2004
    250,780       1,361,237       1,110,457  
December 31, 2003
    209,988       1,333,785       1,123,797  
31. CONSOLIDATED INCOME STATEMENTS AND BALANCE SHEET
The presentation of consolidated financial statements under Central Bank’s rules differs significantly from the format required by the U.S. Securities and Exchange Commission (SEC) under Rules 9-03 and 9-04 of Regulation S-X (“Article 9”). The following consolidated financial statements were restated into constant pesos, as explained in note 4.3. These consolidated financial statements were prepared using the measurement methods provided by Central Bank, but under US SEC requirements:
                           
Consolidated statements of income   2004   2003   2002
 
Interest and fees on loans
    144,833       111,024       392,835  
Interest on interest-bearing deposits with other banks
    1,570       1,892       3,658  
Interest on other receivables from financial intermediation
    18,953       34,045       208,512  
Interest on securities and foreign exchange purchased under resale agreements
    3,539       780       2,933  
Government securities and other trading gains, net
    216,937       275,988       171,317  
Foreign exchange, net
    27,954       (65,498 )     835,003  
Other interest income
    6,139       2,951       5,341  
                   
 
Total interest income
    419,925       361,182       1,619,599  
                   
Interest on deposits
    73,899       124,854       379,446  
Interest on short-term borrowings
    4,602       4,245       7,996  
Interest on long-term debt
    11,394       6,368       24,248  
Other interest expense
    34,659       45,462       100,902  
Monetary loss on financial intermediation
          3,899       317,530  
                   
 
Total interest expense
    124,554       184,828       830,122  
                   
 
Net interest income
    295,371       176,354       789,477  
                   
Provision for loan losses, net
    (25,107 )     7,497       (67,306 )
                   
 
Net interest income after provision for loan losses
    270,264       183,851       722,171  
                   
Service charges on deposit accounts
    81,503       82,529       97,960  
Credit-card service charges and fees
    41,310       18,653       15,672  
Other commissions
    4,362       4,047       3,451  
Foreign currency exchange trading income
    5,928       4,926       6,326  
Income from equity in other companies
    3,765       2,950       18,548  
Negative Goodwill
    73,112       73,112       73,112  
 
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Consolidated statements of income   2004   2003   2002
 
Other
    29,649       128,010       30,954  
Monetary loss on other operations
                35,760  
                   
 
Total non-interest income
    239,629       314,227       281,783  
                   
Commissions
    4,989       3,651       9,043  
Salaries and payroll taxes
    132,910       112,493       144,116  
Outside consultants and services
    16,729       15,560       14,257  
Depreciation of bank premises and equipment
    18,881       19,111       23,619  
Rent
    4,898       4,501       5,344  
Stationery and supplies
    3,902       3,807       4,712  
Electric power and communications
    9,366       9,391       11,164  
Advertising and publicity
    12,048       5,991       2,891  
Taxes
    3,353       3,175       3,480  
Management Fee
    5,861       5,608       7,126  
Insurance
    4,096       4,195       3,146  
Security services
    10,184       8,473       8,077  
Maintenance, conservation and repair expenses
    11,638       9,130       8,072  
Amortization of organization and development expenses
    26,106       22,351       16,916  
Provision for losses on other receivables and other allowances
    3,920       21,730       80,678  
Other
    47,363       47,785       76,132  
Monetary loss on operating expense
          107       9,468  
Monetary loss on other operations
          337        
                   
 
Total non-interest expense
    316,244       297,396       428,241  
                   
Minority interest of subsidiaries
                2  
                   
Income before income tax expense
    193,649       200,682       575,715  
                   
Income tax expense
    672       833       3,601  
                   
Income from continuing operations
    192,977       199,849       572,114  
                   
Net income
    192,977       199,849       572,114  
                   
Earnings per common share
    0.32       0.33       1.78  
                   
 
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Central Bank’s rules also require certain classifications of assets and liabilities, which are different from those required by Article 9. The following table discloses the Bank’s consolidated balance sheets as of December 31, 2004, and 2003, as if the Bank followed the balance sheet disclosure requirements under Article 9:
                     
    2004   2003
 
ASSETS
               
 
Cash and due from banks
    385,004       201,455  
 
Interest-bearing deposits in other banks
    1,084,451       541,650  
 
Securities purchased under resale agreements of similar arrangements
    853,992       14,050  
 
Other short-term investments
    928       445  
 
Trading account assets
    116,118       220,768  
 
Investment securities available for sale
    1,990,619       1,928,920  
 
Loans
    3,181,895       1,152,507  
 
Allowance for loan losses
    (225,949 )     (56,279 )
 
Premises and equipment
    351,506       283,757  
 
Due from customers on acceptances
    38,617       29,846  
 
Other assets
    689,637       362,694  
             
   
Total assets
    8,466,818       4,679,813  
             
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
 
Interest-bearing deposits
    3,942,971       2,358,654  
 
Non interest-bearing deposits
    1,376,026       668,590  
 
Securities sold under repurchase agreements
    841,530       34,143  
 
Other short-term borrowings
    167,053       87,432  
 
Long-term borrowings
    610,200       224,737  
 
Contingent liabilities
    79,475       65,792  
 
Other liabilities
    137,225       61,197  
 
Bank acceptances outstanding
    38,617       29,846  
 
Subordinated corporate bonds
    16,416       24,200  
 
Minority interest in consolidated subsidiaries
    3       3  
             
   
Total liabilities
    7,209,516       3,554,594  
             
 
Common shares
    608,943       608,943  
 
Retained appropriated earnings
    222,320       174,840  
 
Retained unappropriated earnings
    421,528       336,925  
 
Other shareholders’ equity
    4,511       4,511  
             
   
Total shareholders’ equity
    1,257,302       1,125,219  
             
   
Total liabilities and shareholders’ equity
    8,466,818       4,679,813  
             
 
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32. OPERATIONS BY GEOGRAPHICAL SEGMENT
The principal financial information, classified by country of office where transactions originate, is shown below:
                         
    As of December 31,
     
    2004   2003   2002
 
Total revenues
    691,914       786,244       1,927,647  
Argentina
    678,380       774,920       1,922,694  
Bahamas
    13,534       11,324       4,953  
 
Net income
    192,977       199,849       572,114  
Argentina
    195,920       207,070       600,990  
Bahamas
    (2,943 )     (7,221 )     (28,876 )
 
Total assets
    8,797,755       5,025,027       3,818,074  
Argentina
    8,353,264       4,814,982       3,665,791  
Bahamas
    444,491       210,045       152,283  
33. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The Bank enters into various transactions involving off-balance-sheet financial instruments. These instruments could be used to meet the risk management, trading and financing needs of customers or for the Bank’s proprietary trading and asset and liability management purposes, and could be subject to varying degrees of credit and market risk. Credit risk and market risk associated with on- and off-balance-sheet financial instruments are monitored on an aggregate basis.
The Bank uses the same credit policies in determining whether to enter or extend call and put option contracts, commitments, conditional obligations and guarantees as it does for granting loans.
Derivatives
In the normal course of business, the Bank enters into a variety of transactions principally in the foreign exchange and stock markets. Most counterparts in the derivative transactions are banks and other financial institutions.
These instruments include:
Options: they confer the right to the buyer, but no obligation, to receive or pay a specific quantity of an asset or financial instrument for a specified price at or before a specified date. Options may be traded on a stock exchange or under Over-the-Counter (OTC) agreements.
 
Forwards: they are agreements to deliver or take delivery at a specified rate, price or index applied against the underlying asset or financial instrument, at a specific date. Forwards are traded on stock exchange at standardized amounts of the underlying asset or financial instrument.
Pursuant to Central Bank’s rules, forward transactions must be recorded under “Other receivables from financial intermediations” and “Other liabilities from financial intermediations” in the accompanying consolidated balance sheets and they were valued as mentioned in note 4.4.i) (accrual method).
The notional contractual amount of these instruments represents the volume of outstanding transactions and do not represent the potential gain or loss associated with the market or credit risk of such transactions. The market risk of derivatives arises from the potential for changes in value due to fluctuations in market prices.
 
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The credit risk of derivatives arises from the potential of the counterparty to default on its contractual obligations. The effect of such a default varies as the market value of derivative contracts changes. Credit exposure exists at a particular point in time when a derivative has a positive market value. The Bank attempts to limit its credit risk by dealing with creditworthy counterparts and obtaining collateral, where appropriate. The following table shows, the notional value of outstanding forward contracts as of December 31, 2004, and 2003:
                 
    As of December 31,
     
    2004   2003
 
Put options taken
    10,453 (a)      
Forward sales of foreign exchange
    22,304 (b)      
Forward purchases of foreign exchange
    22,304 (b)      
Put options sold
    122,055 (c)     125,009  
 
(a) The Company acquired from another financial institution the rights to receive government bonds -  Boden 2013. In order to mitigate the risk generated by the possible delay of delivery of the underlying bonds, the Bank acquired a put option for the same face value. Under Central Bank rules, they were valued at their strike price (accrual method). This is the only transaction of this type that the Bank entered during 2004.
 
(b) Such transactions are matched both in terms of amounts and maturity. The Bank enters into these transactions to take advantage of price differentials. The volume of these transactions is very low (less than 40 in 2004). Under Central Bank rules, they were valued at accrual method as of December 31, 2004. They expired in January 2005.
(c) Such options were imposed by the Federal Government to all financial institutions.
As mentioned on in Note 4.4.o, the Bank recorded in memorandum accounts the amounts representing obligations of the Bank under put options sold related to the Federal Government Bond coupons established in Presidential Decrees Nos. 905/02 and 1,836/02.
 
During the Argentine crisis and pursuant to such decrees, the deposits which were denominated in US Dollars were exchanged for peso denominated government bonds using a Ps.1.4 to the U.S.$1.00 exchange rate. The bonds received by the depositors carried an interest rate plus CER (an inflation index) adjustment.
 
In order to enhance the public’s trust in the system and the exchange mechanisms, the Central Bank of Argentina effectively required the banks to issue a put option to the depositors who so requested. Such put options will entitle the bondholders to receive 1.4 exchange rate, plus accrued interest plus CER. This was intended to effectively provide a floor for the yield of such government bonds for the holders, therefore, if the value of these bonds were to decrease below the terms of the put options (ie, Ps.1.4 exchange rate plus interest plus CER), the holders would then be able to present the put options to the Bank and receive such value. These options expire 30 days after the expiration of each coupon received by the depositors, in varying dates through 2013. As it is a put option established by the Federal Government to the detriment of the Bank, the holders of such options did not pay any type of premium to the Bank and thus the Bank has never recognized any income from these options, and has never established an initial liability since it received no up-front premium.
 
Since the exchange, these government bonds have increased in value significantly given the improvement of the Argentina’s economy and therefore of the government’s creditworthiness. Therefore the options have never had any intrinsic value. It should be noted that the interest rate and terms of the options are the same as the bonds and therefore the options will only be
 
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exercised in case of government default. The Bank understands that such options have only a di minimus value. Under Central Bank rules, they were valued at their strike price and recorded only in memo accounts.
Credit-related financial instruments
The Bank’s exposure to credit loss in the event of the counterparts’ failure to fulfill the commitments to extending credit, guarantees granted and foreign trade acceptances is represented by the contractual notional amount of those investments.
A summary of credit exposure related to these items is shown below (*):
                 
    As of December 31,
     
    2004   2003
 
Unused portion of loans granted per debtors classification regulations
    22,702        
Other guarantees provided covered by debtors classification regulations
    90,285       84,904  
 
(*)  A significant portion of the Bank’s guarantees as of December 31, 2004, and 2003, have a remaining maturity of less than one year.
The Bank accounts for checks drawn thereon and on other banks, as well as other items in process of collection, such as notes, bills and miscellaneous items, in memorandum accounts until the related item clears or is accepted. In Management’s opinion, no significant risk of loss exists on these clearing transactions. The amounts of clearing items in collection process are as follows:
                 
    As of December 31,
     
    2004   2003
 
Checks drawn on the Bank pending clearing
    261,096       180,558  
Checks drawn on other Banks
    92,873       34,259  
34. BUSINESS SEGMENT CONSOLIDATED INFORMATION
SFAS No. 131 requires that a public business enterprise report financial and descriptive information about its reportable operating segments. Operating segments are components of an enterprise about which separate financial information is available that is regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Generally, financial information is required to be reported on the basis that it is used internally for evaluating segment performance and deciding how to allocate resources to segments. Management has determined that the Bank has one reportable segment related to banking activities.
35. SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN CENTRAL BANK’S RULES AND UNITED STATES ACCOUNTING PRINCIPLES
The following is a description of the significant differences between Central Bank’s rules followed in the preparation of the Bank’s financial statements and those applicable in the United States under generally accepted accounting principles (“U.S. G.A.A.P.”). “SFAS” shall refer to Statements of Financial Accounting Standards.
35.1. Income taxes
a)     As explained in note 5, Central Bank’s rules do not require the recognition of deferred tax assets and liabilities and, therefore, income tax is recognized on the basis of amounts due in accordance with Argentine tax regulations and no deferred tax and liabilities are recognized.
 
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For purposes of U.S. G.A.A.P. reporting, the Bank applies SFAS No. 109 “Accounting for income taxes”. Under this method, income tax is recognized based on the liability method whereby deferred tax assets and liabilities are recorded for temporary differences between the financial reporting and tax basis of assets and liabilities at each reporting date. SFAS No. 109 requires that an allowance for deferred tax assets be provided to the extent that it is more likely than not that they will not be realized, based on the weight of available evidence.
Deferred tax assets and liabilities are summarized as follows:
                     
    As of December 31,
     
Description   2004   2003
 
Deferred tax assets:
               
 
Governments and private securities valuation
          28,946  
 
Loans
    28,361       33,270  
 
Intangible assets
    14,477       15,084  
 
Other liabilities
          2,859  
 
Allowance for loss contingencies
    30,566       26,252  
 
Net tax loss carry forwards
    242,138       92,317  
             
   
Total deferred assets
    315,542       198,728  
             
Deferred tax liabilities:
               
 
Governments and private securities valuation
    (3,788 )      
 
Property, equipment and other assets
    (58,770 )     (47,319 )
 
Other liabilities
    (9,988 )      
 
Foreign exchange difference
    (4,562 )     (1,159 )
 
Other
    (29 )     (384 )
             
   
Total deferred liabilities
    (77,137 )     (48,862 )
             
Deferred tax asset
    238,405       149,866  
             
Allowance for deferred tax assets
    (109,931 )     (102,621 )
             
Net deferred tax assets under U.S. G.A.A.P
    128,474       47,245  
             
As of December 31, 2004, the consolidated tax loss carry forwards of 691,823 are as follows:
         
Expiration year   Amount
 
2006
    80,854  
2007
    284,589  
2008
    243,155  
2009
    83,225  
       
      691,823  
       
The evolution of the net deferred tax assets/ liabilities during 2004 fiscal year is summarized as follows:
                 
    2004   2003
 
Net deferred tax assets at the beginning of the year
    47,245       (20,249 )
Net deferred tax assets acquired on business combinations
    135,123       (2,496 )
Amount recorded in comprehensive income
    (47,893 )     (28,095 )
Deferred tax expense for the year
    (6,001 )     98,085  
             
Net deferred tax assets as of December 31, 2004
    128,474       47,245  
             
 
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The following table accounts for the difference between the actual tax provision and the amounts obtained by applying the statutory income tax rate in Argentina to income before income tax in accordance with U.S. G.A.A.P.:
                   
    Year ended
    December 31,
     
Description   2004   2003
 
Pre-tax income in accordance with U.S. G.A.A.P. 
    100,902       216,119  
Statutory income tax rate
    35.00 %     35.00 %
             
Tax on net income at statutory rate
    35,316       75,642  
Permanent differences at the statutory rate:
               
 
—Variation of allowances
    (63,533 )     (65,926 )
 
—Income not subject to income tax
    9,386       (103,496 )
 
—Others
    25,504       (3,472 )
             
Income tax in accordance with U.S. G.A.A.P. 
    6,673       (97,252 )
             
The following table accounts for the difference between the actual tax provision under Central Bank regulations and the total income tax expense in accordance with U.S. G.A.A.P.:
                 
    Year ended
    December 31,
     
Description   2004   2003
 
Income tax in accordance with Central Bank regulations
    672       833  
Deferred tax charges/ (benefit)
    6,001       (98,085 )
             
Total income tax expense in accordance with U.S. G.A.A.P. 
    6,673       (97,252 )
             
b) In addition, as of December 31, 2004 and 2003 the Bank records an asset of 59,313 and 38,655, respectively for the credit for Tax on minimum presume income. As mentioned in note 5 to the financial statements, under Central Bank Rules, such credit is considered to be an asset because Management estimates it will be used within ten years, which is the period allowed by the Central Bank Communiqué “A” 4,295, as amended. In accordance with U.S. G.A.A.P., a valuation allowance was recorded for the portion of such credit which was deemed to be more likely than not that it would not be recovered, as per paragraphs 17 (e) and 25 of SFAS 109. The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 8,662 as of December 31, 2004 and 2003, each year.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 8,662 as of December 31, 2004 and 2003, each year.
35.2.    Exposure to the Argentine Public Sector and Private Securities
a) Loans—Non-financial federal governmental sector
As mentioned in note 1.2.b.1) during the fiscal year ended December 31, 2001, and as a consequence of Presidential Decree No. 1,387/01, the Bank exchanged a portion of federal government securities effective as of November 6, 2001, and received so-called guaranteed loans in consideration thereof.
As provided for by Central Bank Communiqués “A” 3,366 and “A” 3,385, the exchange was made at the carryover book value of the securities as of the date of the exchange with no impact on the income statement.
According to Central Bank’s rules, such loans were valued by using the criteria described in note 4.4.
 
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The loans received in this exchange were not significant.
In addition, subsequently, the Bank acquired additional guaranteed loans in the market and also through business combinations described elsewhere in this footnote. The difference between the cost of each acquired loan and its expected future cash flows is accounted for in accordance with PB 6—Amortization of Discounts on Acquired Loans. In 2005, the Bank will implement SOP 03-3—“Accounting for Certain Loans and Debt Securities Acquired in a Transfer”.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 168,219 and 171,431 as of December 31, 2004 and 2003, respectively.
On the other hand, income would increase by 3,212 and decrease by 30,412 for the year ended December 31, 2004 and 2003.
b)     Loans/Bonds—Non-financial provincial government sector
Presidential Decree No. 1,387/01 instructed the Argentine Ministry of Economy to offer the possibility of converting provincial government debt into secured loans.
As mentioned in note 1.2.b)2), through Decree No. 1,579/02, the Federal Executive instructed the Provincial Development Trust Fund to assume provincial debts that were in the form of Government Securities, Bonds, Treasury Bills, or Loans and to voluntarily convert them into Secured Bonds. The Federal Government was entrusted by provincial governments with the duty to renegotiate provincial government debts, which could be restructured under the same terms and conditions as the federal government debt and government securities.
The Bank presented before Banco de la Nación Argentina, in its capacity as fiduciary agent of the Fiduciary Fund for Provincial Development, the eligible assets (primarily loans) receivable from the Provincial Government Sector under the abovementioned decrees, for the exchange established by Presidential Decree No. 1,387/01.
Under U.S. G.A.A.P., as mentioned above, and in light of the characteristics of the transaction, the Bank considered this transaction to be in line with SFAS 15 “Accounting by Debtors and Creditors for Troubled Debt Restructurings”. As the debtor was actually experiencing financial difficulties and the creditor granted concessions.
At the time of the exchange, in accordance with SFAS No. 114 “Accounting by Creditors for Impairment of a Loan”, as of December 31, 2001, and 2002, the Bank measured impairment based on the present value of expected future cash flows discounted at the asset’s effective interest rate, with a corresponding charge to bad-debt expense.
In 2003, the loans were exchanged for government securities known as Secured Bonds (BOGAR) which were accounted for in accordance with SFAS 115.
As of December 31, 2004, and 2003, these BOGAR are classified for U.S. G.A.A.P. purposes as available for sale securities and carried at fair value with the unrealized gain or loss, net of income taxes, recognized as a charge or credit to equity through other comprehensive income. In connection with estimating the fair value of the BOGAR, the Bank used quoted market values.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would increase assets by 30,509 and decrease by 71,985 as of December 31, 2004 and 2003, respectively.
On the other hand, income would increase by 12,407 and 175,923 for the years ended December 31, 2004, and 2003, respectively.
The breakdown of unrealized gains within the shareholders’ equity accounts as of December 31, 2004, and 2003, is disclosed in note 35.16.
 
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c)     Other Loans—Non-financial provincial government sector
As of December 31, 2004 and 2003, the Bank had other loans granted to the non-financial provincial government sector (excluding the assets presented for the debt exchange mentioned in point b) above, which were valued according to the criterion described in note 4.4.
In accordance with SFAS No. 114, as of December 31, 2004 and 2003, the Bank deemed these loans to be impaired and measured impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate, with a corresponding adjustment to bad-debt expense.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 5,945 and 18,792 as of December 31, 2004 and 2003, respectively.
On the other hand, income would increase by 12,847 and 18,016 for the years ended December 31, 2004, and 2003, respectively.
d)     Compensatory Bonds received and to be received in connection with the compensation for the “asymmetric pesification” and Coverage Bonds to be received in connection with the compensation for foreign currency position
As mentioned in note 1.2.a), under Law No. 25,561 and Presidential Decrees No. 494/ 02, No. 905/ 02 and No. 2,167/ 02, the Federal Government established a compensation mechanism for financial institutions because of the negative financial effects resulting from the pesification of foreign currency-denominated loans and deposits into pesos at different exchange rates. In this regard, as further explained in such note, the Central Bank, through Communiqués “A” 3,650, “A” 3,716, as supplemented, regulated the compensation mechanism mentioned above.
As of December 31, 2004 and 2003, according to Central Bank’s rules the compensation received and to be received and the Coverage bond to be received were valued according to the criterion described in note 4.4.
Under U.S. G.A.A.P., these assets (including those used for forward purchases under repurchase agreements) should be considered as “available for sale” and carried at fair value, with unrealized gains and losses reported net of income tax within the shareholders’ equity accounts.
Additionally, SFAS No. 115 requires that if the decline in fair value is judged to be other than temporary, the cost of the security shall be written down to fair value, and the amount of the write-down shall be included in earnings. The new cost basis shall not be changed for subsequent recoveries in fair value. Subsequent increases in the fair value of available-for-sale securities shall be included in other comprehensive income.
As of December 31, 2002, the Bank considered that the decline in fair value was other than temporary and recognized such loss.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 69,936 and 147,146 as of December 31, 2004 and 2003, respectively.
On the other hand, income would increase by 29,194 and 86,576 for the years ended December 31, 2004 and 2003, respectively.
The breakdown of unrealized gains within the shareholders’ equity accounts as of December 31, 2004 and 2003, is disclosed in note 35.16.
e)     Other unlisted government securities
As of December 31, 2004, 2003, and 2002, the Bank had other unlisted government securities (excluding those unlisted government securities mentioned above). In accordance with Central Bank’s rules, these unlisted government securities were valued according to the criterion described in note 4.4.
 
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According to U.S. G.A.A.P., these securities should be considered as “available for sale” and carried at fair value, with unrealized gains and losses reported as net of income tax within the shareholders’ equity accounts. However, SFAS No. 115 requires that if the decline in fair value is judged to be other than temporary, the cost of the security shall be written down to fair value, and the write down amount shall be included in earnings.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would increase assets by 14,351 and 4,874 as of December 31, 2004 and 2003, respectively.
On the other hand, income would increase by 9,477 and 37,621 for the years ended December 31, 2004 and 2003, respectively.
The amortized cost and fair value of Government Securities available for sale as of December 31, 2004 and 2003, are as follows:
                         
        Net unrealized gains    
    Amortized cost   before income taxes   Fair value
 
2004
    2,221,116       204,708       2,425,824  
2003
    1,752,887       66,605       1,819,492  
The proceeds from sales of available for sale securities and the gross realized gains and gross realized losses that have been included in earnings as a result of those sales, for the periods ended December 31, 2004 and 2003 are as follows:
         
    Proceeds from sales
    as of December 31,
Available for sale securities (*)   2004   2003
 
Debt Securities Issued by Argentinian Government
  570,800   447,897
(*)There have been no realized gains or losses as a result of those sales, therefore there were no gains and losses reclassified out of accumulated other comprehensive income into earnings for the periods ended December 31, 2004 and 2003 (very short term securities).
The amount of the net unrealized holding gain or loss on available for sale securities that have been included in accumulated other comprehensive income is as follows:
                                 
    Other Comprehensive Income
     
Securities   2003   Increase   Decrease   2004
 
Compensatory Bonds
    11,580       18,215       76       29,719  
Secured Bonds Decree 1579/02
    38,109       90,087             128,196  
Compensatory Bonds to be Received
    16,916       31,874       1,997       46,793  
                         
Total Government Securities
    66,605       140,176       2,073       204,708  
                         
 
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The portion of trading gains and losses for the period that relates to trading securities still held as of December 31, 2004 and 2003 are as follows:
                 
    Gains as of
    December 31,
     
Trading Securities   2004   2003
 
Debt Securities Issued by Argentinian Government
    1,470       4,651  
Shares
    264       491  
Corporate Bonds
    173        
Other Debt Securities
    3        
             
      1,910       5,142  
             
35.3.    Loan origination fees
The Bank recognizes fees on consumer loans, such as credit cards, mortgage, pledged and personal loans stand by letters of credit and guarantees issued, when collected and charges direct origination costs when incurred. In accordance with U.S. G.A.A.P. under SFAS No. 91, loan origination fees and certain direct loan origination costs should be recognized over the life of the related loan as an adjustment of yield or by straight-line method, as appropriate.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 7,313 and 3,247 as of December 31, 2004 and 2003, respectively. Income for the year ended December 31, 2004 would decrease by 4,066 and income for the year ended December 31, 2003 would increase 348.
35.4. Allowance for loan losses
The loan loss reserve represents the estimate of probable losses in the loan portfolio. Determining the loan loss reserve requires significant management judgments and estimates including, among others, identifying impaired loans, determining customers’ ability to pay and estimating the fair value of underlying collateral or the expected future cash flows to be received. Actual events will likely differ from the estimates and assumptions used in determining the loan loss reserve. Additional loan loss reserve could be required in the future.
The loan loss reserve is maintained in accordance with Central Bank’s rules. This results from evaluating the degree of debtors’ compliance and the guarantees and collateral supporting the respective transactions.
Increases in the reserve are based on the deterioration of the quality of existing loans, while decreases in the reserve are based on regulations requiring the write-off of non-performing loans classified as “non-recoverable” after a certain period of time and on management’s decisions to write off non-performing loans evidencing a very low probability of recovery.
In addition, under Central Bank’s rules, the Bank records recoveries on previously charged-off loans directly to income and records the amount of charged-off loans in excess of amounts specifically allocated as a direct charge to the consolidated income of statement. The Bank does not partially charge off troubled loans until final disposition of the loan, rather, the allowance is maintained on a loan-by-loan basis for its estimated settlement value.
Under Central Bank rules, a minimum loan loss reserve is calculated primarily based upon the classification of commercial loan borrowers and upon delinquency aging (or the number of days the loan is past due) for consumer and housing loan borrowers. Although the Bank is required to follow
 
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the methodology and guidelines for determining the minimum loan loss reserve, as set forth by the Central Bank, the Bank is allowed to establish additional loan loss reserve.
For commercial loans, the Bank is required to classify all commercial loan borrowers. In order to classify them, the Bank must consider different parameters related to each of those customers. In addition, based on the overall risk of the portfolio, the Bank considers whether or not additional loan loss reserves in excess of the minimum required are warranted.
For consumer loan portfolio, the Bank classifies loans based upon delinquency aging, consistent with the requirements of the Central Bank. Minimum loss percentages required by the Central Bank are also applied to the totals in each loan classification.
Under U.S. G.A.A.P., a portion of the total allowance typically consists of general amounts that are used, for example, to cover loans that are analyzed on a “pool” basis and to supplement specific allowances in recognition of the uncertainties inherent in point estimates.
The Bank’s accounting for its loan loss reserve under Central Bank’s rules differs in some respects with practices of U.S.-based banks, as discussed below.
a) Recoveries and charge-offs
Under Central Bank rules, recoveries are recorded in a separate income line item under other income. Charge-offs are recorded directly as loan loss provision in the income statement. Under U.S. G.A.A.P., recoveries and charge-offs would be recorded in the allowance for loan losses in the balance sheet; however there would be no impact on net income or shareholders’ equity.
b) Credit card loans
The Bank establishes its reserve for credit card loans based on the past due status of the loan. All loans without preferred guaranties greater than 180 days have been reserved at 50% in accordance with the Central Bank’s rules.
Under U.S. G.A.A.P., the bank adopted a policy to charge off loans which are 180 days past due should be charged off.
Had U.S. G.A.A.P. been applied, the Bank’s assets would have decreased by 419 and 260 as of December 31, 2004 and 2003, respectively. In addition, income would decrease by 159 and increase by 1,256 for the periods ended December 31, 2004 and 2003, respectively.
c) Impaired loans—Non Financial Private Sector and residents abroad
SFAS No. 114, “Accounting by Creditors for Impairment of a Loan” and SFAS No. 118, “Accounting by Creditors for Impairment of a Loan—Income Recognition and Disclosures” for computing U.S. G.A.A.P. adjustments. SFAS No. 114, as amended by SFAS No. 118, require a creditor to measure impairment of a loan based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. This Statement is applicable to all loans (including those restructured in a troubled debt restructuring involving amendment of terms), except large groups of smaller-balance homogenous loans that are collectively evaluated for impairment. Loans are considered impaired when, based on Management’s evaluation, a borrower will not be able to fulfill its obligation under the original loan terms.
 
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The following table discloses the amounts required by SFAS 114, as of December 31, 2004 and 2003:
                   
    Fiscal year ended
    December 31,
     
    2004   2003
 
—Total amount of loans considered as impaired
    366,445       158,139  
 
Amount of loans considered as impaired for which there is a related allowance for credit losses
    201,650       98,617  
 
Amount of loans considered as impaired for which there is no related allowance for credit losses
    164,795       59,522  
—Reserves allocated to impaired loans
    137,655       75,026  
—Average balance of impaired loans during the fiscal year
    262,292       184,660  
—Interest income recognized on impaired loans
    575       332  
The Bank recognizes interest income on impaired loans on a cash basis method.
Had U.S. G.A.A.P. been applied, the Bank’s assets would have decreased by 809 and 1,550 as of December 31, 2004 and 2003, respectively. In addition, income would be increased by 741 and decreased by 1,550 for the periods ended December 31, 2004 and 2003, respectively.
Under U.S. G.A.A.P., the activity in the allowance for loan losses for the fiscal years presented is as follows:
                 
    Fiscal year ended
    December 31,
     
    2004   2003
 
Balance at the beginning of the fiscal year
    58,089       117,641  
Provision for loan losses
    36,467       36,559  
Allowance for loan losses from Nuevo Banco Suquía S.A. (See note 35.7.)
    143,457          
Charge-offs
    (11,445 )     (95,256 )
Monetary gain generated on allowances
          (855 )
             
Balance at the end of the fiscal year
    226,568       58,089  
             
d)     Interest recognition—non-accrual loans
The method applied to recognize income on loans is described in Note 4.4.e). Additionally, the accrual of interest is discontinued generally when the related loan is non performing and the collection of interest and principal is in doubt generally after 90 days of being past due. Accrued interest remains on the Banks books and is considered a part of the loan balance when determining the reserve for credit losses.
Under U.S. G.A.A.P. the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due or Management has serious doubts about further collectibility of principal or interest, even though the loan currently is performing. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for credit losses.
Had U.S. G.A.A.P. been applied, the Bank’s assets would have decreased by 3,945 and 2,462 as of December 31, 2004 and 2003, respectively. In addition, income would have decreased by 1,483 and increased by 667 for the years ended December 31, 2004 and 2003, respectively.
 
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35.5.    Intangible assets
a) Judgments due to court decisions related to foreign currency-denominated deposits
As stated in notes 4.4.n)2) and 26.2), the Bank capitalized exchange differences related to constitutional protection and court judgments resulting from court decisions (amparos) as intangible assets.
These differences resulted from the difference between the amount of the original foreign currency converted at the higher exchange rate determined by the courts and the lower exchange rates pursuant to the Central Bank’s rules (pesification at Ps.1.4 to USD1 exchange rate, or its equivalent in other currency, plus C.E.R.).
These intangible assets are being amortized under the straight-line method over 60 months under Central Bank’s rules.
Financial institutions have asked the government to compensate them for the losses generated from the payment of deposits pursuant to judicial orders at the free market exchange rate, which was greater than that established by the government for pesification of the financial institutions’ assets and liabilities. As of the date of preparation of these financial statements, the Supreme Court has not issued any decision regarding compensation to banks for making payments under amparos. However, the Bank’s management believes that these additional payments should be eventually included in the compensation mechanisms implemented to compensate financial institutions for the effects of the asymmetrical pesification of their assets and liabilities.
Under U.S. G.A.A.P., the right to obtain this compensation is deemed a contingent gain which can not be recognized until realized, pursuant to SFAS 5—Accounting for Contingencies.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would be to decrease assets by 50,037 and 44,730 as of December 31, 2004 and 2003, respectively. In addition income would decrease by 5,307 and 9,980 for the years then ended, respectively.
b)     Software costs
Under U.S. G.A.A.P. SOP 98-1, defines three stages for the costs of computer software developed or obtained for internal use: the preliminary project stage, the application development stage and the post-implementation operation stage. Only certain costs in the second stage should be capitalized. Under Central Bank’s rules, the Bank capitalized costs relating to all three of the stages of software development and amortized these costs on straight-line basis.
Under SOP 98-1, the Bank properly capitalized only certain costs of computer software developed or obtained for internal use (mainly, services provided to develop the software during the application development stage, costs incurred to obtain computer software from third parties, and travel expenses incurred by employees in their duties directly associated with developing software).
The effects of adjustments required to state such assets in accordance with U.S. G.A.A.P. would be to decrease assets by 7,033 and 10,413 as of December 31, 2004 and 2003, respectively. In addition income would increase by 3,380 and 6,563 for the fiscal years ended December 31, 2004 and 2003, respectively.
c)     Organizational costs
Applying U.S. G.A.A.P. also resulted in other adjustments relative to capitalized organizational costs resulting in a decrease to the Bank’s assets of 2,698 and 5,575 as of December 31, 2004 and 2003, respectively. In addition, income would have increased by 2,877 and 3,431 for the fiscal years ended December 31, 2004 and 2003, respectively.
 
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35.6.    Vacation accrual
The cost of vacations earned by employees is generally recorded by the Bank when paid. U.S. G.A.A.P. requires that this expense be recorded on an accrual basis as the vacations are earned.
Had U.S. G.A.A.P. been applied, the Bank’s shareholders’ equity would be decreased by 3,295 and 3,186 as of December 31, 2004 and 2003, respectively. In addition, the income for the years ended December 31, 2004 and 2003 would decrease by 109 and 1,811, respectively.
35.7.    Business Combinations
a) Acquisition of controlling interest in former Banco Bansud S.A.
As stated in note 3.1., in January 2002, the Bank acquired the controlling interest in former Banco Bansud S.A., at a contingent purchase price of 65,000 (subsequently deemed not to be payable).
Under Central Bank rules, business combinations are recorded at the carryover book value of the acquired company and goodwill is recognized based on the difference of the book value of the net assets acquired and the purchase price (including contingent consideration). The Bank recognized a negative goodwill resulting from the difference between the net equity book value, as computed under such standards, at the acquisition date and the contingent purchase price. The negative goodwill is considered as a monetary liability for purposes of inflation accounting and is being amortized under the straight line method over 5 years. As explained in note 3.1., the contingent purchase price was recorded as a liability at the date of the acquisition and was reversed into income as a gain in 2003 when it was determined that such contingent consideration was not payable.
Under US G.A.A.P., SFAS 141 “Business combination” requires this acquisition to be accounted for under the purchase method. The contingent purchase price was not considered since it never materialized and thus the purchase price was deemed to be zero. The assets acquired and liabilities assumed were recognized at their fair values at the date of acquisition. The difference between the purchase price and the fair value of the net assets acquired resulted in a negative goodwill.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (taking into account the percentage of acquisition):
         
Cash
    144,385  
Government Securities
    74,352  
Loans
    1,431,727  
Other assets
    691,443  
Tangible non-current assets
    145,257  
       
Total assets acquired
    2,487,164  
       
Deposits
    2,582,768  
Other liabilities
    1,050,536  
       
Total liabilities assumed
    3,633,304  
       
Net assets
    (1,146,140 )
       
% acquired
    81.225 %
Net assets acquired
    (930,952 )
Irrevocable capital contribution transferred
    970,668 (** )
Total net assets acquired
    39,716  
Purchase price
     
Negative Goodwill
    (39,716 ) (*)
 
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  (*) The negative goodwill has been applied to reduce on a pro rata basis the amounts assigned to the non-current assets acquired. Given the circumstances described in note 1.2. no identifiable intangible assets were recognized.
(**) The irrevocable capital contributions were made by Banamex in its capacity as Banco Bansud S.A.’s shareholder pursuant to the acquisition by Banco Macro S.A. Banco Macro obtained the rights over these irrevocable contributions as the new shareholders of Banco Bansud.
The reconciliation of shareholders’ equity to U.S. G.A.A.P. below includes the effects of the purchase accounting adjustments, related deferred tax effects, the reversal of the negative goodwill and related amortization and inflation effects calculated under Central Bank’s rules, and the reversal of the gain related to the de-recognition of the contingent purchase price.
Had U.S. G.A.A.P. been applied, the Bank’s assets would be increased by 15,738 and 82,489 as of December 31, 2004 and 2003, respectively. In addition, the income for the years ended December 31, 2004 and 2003 would decrease by 66,751 and 195,364, respectively.
b) Merger with and into former Banco Bansud S.A.—a downstream merger
As disclosed in note 3.1., in March 2003 the Bank and its subsidiary former Banco Bansud S.A., entered into a merger agreement (the “Merger Agreement”). The Merger Agreement provided that, former Banco Macro S.A. was merged with and into former Banco Bansud S.A., with former Banco Bansud S.A. continuing as the surviving corporation, renamed Banco Macro Bansud S.A. The result of this transaction was a single stockholder group, including the former minority interest of former Banco Bansud S.A., owning the consolidated net assets. The terms of the merger were agreed to and announced on March 28, 2003. Before the merger, the former Banco Bansud was a public company in the Argentine stock market with a readily available tradable market value of its shares.
The acquisition date was December 2003, upon the appropriate shareholders and regulatory approvals. At that date, Banco Bansud issued the common shares and exchanged for all the outstanding common stock of Banco Macro.
Banco Macro S.A. shareholders received 14.75 shares of former Banco Bansud S.A. for each common share of Banco Macro S.A.
Under Central Bank rules, the merger was accounted for based on the carryover value of assets and liabilities as of January 1, 2002 since the merger was given retroactive effect to that date. Additionally, therefore, the minority interest was not recognized in 2003.
Under U.S. G.A.A.P., this transaction was accounted for as a downstream merger and an acquisition of minority interest. SFAS 141 requires the acquisition of the minority interest of former Banco Bansud S.A. to be accounted for under the purchase method. As the consideration given to the minority interest was not in the form of cash, the cost of the interest acquired was determined based on the fair value of the net assets given. The quoted market price of the former Banco Bansud shares traded was used to determine such cost. The terms of the acquisition were agreed to and announced on March 28, 2003. On that date the share price of former Banco Bansud was Ps.1.490. The average share price between two days before and end two days after that date was Ps.1.494, which is the price used to determine the acquisition cost. This is in accordance with EITF 99-12 which requires that the quoted market price to be used must consider the market price during a reasonable short period of time, such as just a few days before and after the acquisition is agreed to and announced.
The cost of the acquired minority interest (“purchase price”) has been allocated to the identifiable tangible and intangible assets with finite lives acquired and liabilities assumed based upon their fair value as of the acquisition date, and the excess of the fair value over the cost resulting in a negative goodwill. Merged results were recognized after acquisition date.
 
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The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition corresponding to the minority interest acquired (December 2003):
         
Cash
    296,626  
Government securities
    1,333,992  
Loans
    520,751  
Other assets
    667,643  
Tangible non-current assets
    106,988  
Intangible assets subject to amortization—Customer related assets (5-year weighted average useful life)
    45,365  
       
Total assets acquired
    2,971,365  
       
Deposits
    1,793,742  
Other liabilities
    449,806  
       
Total liabilities assumed
    2,243,548  
       
Net assets
    727,817  
% acquired
    18.775 %
Net assets acquired
    136,648  
Purchase price
    127,694  
Negative Goodwill
    (8,954 ) (*)
 
(*) The negative goodwill has been applied to reduce on a pro rata bases the amount assigned to the non-current intangible and tangible assets acquired.
Therefore, the U.S. G.A.A.P. reconciliation of shareholders’ equity and net income reflects the effects of the purchase accounting adjustments, and the related effects on the deferred income tax, and the minority interest from January 1, 2003 through the merger date in December 2003, as well as the effects of the amortization of identified intangible assets, and comprehensive income.
Had U.S. G.A.A.P. been applied, the Bank’s assets would decrease by 118,735 and 118,208 as of December 31, 2004 and 2003, respectively. In addition, the income for the years ended December 31, 2004 and 2003 would decrease by 527 and 52,423, respectively.
c) Acquisition of Nuevo Banco Suquía S.A.
As mentioned in note 2, in December 2004, the Bank acquired 100% of Nuevo Banco Suquía S.A., at a cash purchase price of 16,407.
Under Central Bank Rules, business combinations are accounted for at carryover value. The Bank recognized the difference between the net equity book value at the acquisition date and the purchase price as a negative goodwill, the negative goodwill is being amortized under the straight line method over 5 years.
Under U.S. G.A.A.P., SFAS 141 requires the acquisition of the controlling interest of Nuevo Banco Suquía S.A. to be accounted for as a business combination applying purchase accounting. The purchase price has been allocated to the identifiable tangible and intangible assets with finite lives acquired and liabilities assumed based upon their fair value as of the acquisition date, and the excess of the fair value over the cost resulting in a negative goodwill.
 
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The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date corresponding to the 100% interest acquired.
         
Cash
    336,266  
Government securities
    411,815  
Loans
    837,164  
Other assets(1)
    553,759  
Tangible non-current assets
    72,445  
Intangible assets subject to amortization—Customer related assets (5-year weighted average useful life)
    46,783  
       
Total assets acquired
    2,258,232  
       
Deposits
    1,548,049  
Other liabilities
    599,701  
       
Total liabilities assumed
    2,147,750  
       
Net assets
    110,482  
% acquired
    100 %
Purchase price
    16,407  
Negative Goodwill
    (94,075 ) (2)
 
(1) Includes 135,123 of deferred tax assets, net of allowances.
 
(2) The negative goodwill has been applied to reduce on a pro rata basis the amounts assigned to the non-current intangible and tangible assets acquired.
Therefore, the U.S. G.A.A.P. reconciliation of shareholders# equity and net income reflects the purchase accounting adjustments and related deferred income tax effects and reversal of negative goodwill calculated under Central Bank’s rules, effects of amortization of intangible assets acquired.
Had U.S. G.A.A.P. been applied, the Bank’s assets would increase by 453 as of December 31, 2004. In addition, the income for the year ended December 31, 2004 would increase by 453.
d)     Other
Applying U.S. G.A.A.P. also resulted in other adjustments relative to business combination resulting in a decrease to the Bank’s assets by 9,488 and 10,460 as of December 31, 2004 and 2003, respectively. In addition, income would increase by 972 and decrease by 47,303 for the fiscal years ended December 31, 2004 and 2003, respectively.
35.8.    Earnings Per Share
The Bank holds, and has held, a capital structure with only common stock outstanding.
Central Bank’s rules do not require the disclosure of earnings per share nor dividend per share.
Under U.S. G.A.A.P., SFAS 128, “Earnings per share”, it is required to present basic per-share amounts (Basic EPS) which is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period.
Diluted earnings per share (Diluted EPS) measure the performance if the potential common shares that were dilutive had been issued. Potential common shares are securities that do not have a current right to participate fully in earnings but could do so in the future. No potential common shares exist, and therefore basic and diluted EPS are the same.
 
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The following table sets forth the computation of Basic EPS:
                 
    2004   2003
 
Numerator:
               
Net income under U.S. G.A.A.P
    94,229       313,371  
Denominator:
               
Common stock outstanding during the year(1)
    608,943,437       523,471,785  
Common stock issued on merger with and into former Banco Bansud S.A.(2)
          85,471,652  
Weighted-average common shares outstanding for the year
    608,943,437       526,750,150  
Basic EPS under U.S. G.A.A.P. (stated in Ps.)
    0.15       0.59  
 
(1) Common stock of the Bank prior to the merger described in note 3.1 was retroactively restated for the equivalent number of shares received in the merger after giving effect to the exchange ratio of 14.75 shares to 1.
 
(2) See note 35.7.
During 2004 the Bank paid 60,894 in cash dividends. Dividend per share amounted to Ps. 0.10.
35.9.    Reporting on Comprehensive Income (loss)
SFAS No. 130 “Reporting on Comprehensive Income” requires entities to report a measure of all changes in equity of an enterprise that result from transactions and other economic events of the period other than transactions with owners (“comprehensive income”). Comprehensive income (loss) is the total of net income (loss) and all other non-owner changes in equity.
This statement requires that comprehensive income (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements with an aggregate amount of comprehensive income (loss) reported in that same financial statement. The adoption of this accounting disclosure is shown in notes 35.15. In the Bank’s case, comprehensive income is affected by SFAS 52 cumulative translation adjustments related to the foreign subsidiary and unrealized gains and losses of available for sale securities, net of income taxes.
35.10.    Restatement of financial statements in constant pesos
Pursuant to Central Bank’s rules, the Bank’s financial statements recognize the effects of inflation as described in note 4.3.
As allowed by the SEC, as the Banking financial statements are restated applying a methodology that comprehensively addresses the accounting for inflation, the effects of general price-level changes recognized in the Bank’s financial statements do not need to be eliminated in reconciling to U.S. G.A.A.P.
35.11.    Accounting for derivative instruments and hedging activities
SFAS No. 133 “Accounting for derivatives instruments and hedging activities” establishes accounting and reporting standards for derivative instruments, including certain ones embedded in other contracts (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation,
 
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an unrecognized firm commitment, an available for sale security, or a foreign currency denominated forecasted transaction.
Among other provisions, SFAS No. 133 requires that for a transaction to qualify for special hedge accounting treatment the transaction must meet specific test of effectiveness that will reduce the volatility in the income statement to the extent that the hedge is effective and all hedge ineffectiveness is required to be reported currently in computing of net income. SFAS No. 133 further requires the identification of assets, liabilities or anticipated transactions being hedged and periodic revaluation of such hedged positions to reflect the changes in market value of risk being hedged. SFAS No. 133 further expands the definition of derivatives to include certain contacts or provisions commonly embedded in contracts or financial instruments and requires that such derivatives be reported at fair value. The Bank had no such embedded derivatives.
Considering the derivatives used by the Bank (described in note 33 and according to the valuation standards described in notes 4.4.i) and 4.4.o), Management believes that the effect of the application of this accounting requirement does not have a material impact on the Bank’s consolidated financial condition or results of operations.
35.12    Adjustment to Prior-Year Income
As described in note 7 as required by Central Bank rules, the consolidated financial statements include several adjustments to prior-year income generated by changes in accounting estimates and accounting principles.
Under U.S. G.A.A.P., APB 20 generally prohibits retroactive restatement of prior year financial statements to reflect such changes, because the events should be recorded in the year they took place.
The following table discloses the effect for each item that caused an adjustment to prior period income:
                 
    2004   2003
 
Effect of the changes in accounting estimates generated by the asymmetrical pesification and the compensation mentioned in note 1.2.a)1) — (Lower) assets     (50,144 )     (45,872 )
Effect of the changes in accounting estimates generated by the pesification of corporate bonds mentioned in note 11. (Greater)/Lower liabilities     (41,026 )     10,306  
Effect of the changes in accounting principles generated by the reversal of 20% of the negative goodwill under Central Bank Communiqué “A” No. 3,984 mentioned in note 4.4.q). — Lower liabilities           73,112  
             
Net income effect
    (91,170 )     37,546  
             
Had U.S. G.A.A.P. been applied, the Bank’s net assets would have increased by 91,170 as of December 31, 2003. In addition, income would have decreased by 91,170 as of December 31, 2004 and would have increased by 37,545 as of December 31, 2003.
35.13    Foreign currency translation
Financial statements of the subsidiary Sud Bank & Trust were translated under Central Bank rules as described in note 4.1. U.S. G.A.A.P. foreign currency translation requirements are covered by SFAS No. 52 “Foreign Currency Translation” and differs with Central Bank rules in the translation of the income statement accounts, which under U.S. G.A.A.P. should have been translated at the exchange rate other than at the year-end exchange rate, and resulting differences in translation adjustments between assets and liabilities and components of shareholders’ equity are recognized as an other comprehensive income.
 
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Had U.S. G.A.A.P. been applied, the Bank’s net income for fiscal years ended December 31, 2004 and 2003 should have been increased by 1,265 and decreased by 13,666, respectively, and these resulting differences recognized as other comprehensive income
35.14    Accounting for guarantees
The Bank issues financial guarantees, which are obligations to pay to a third party when a customer fails to repay its obligation.
The Bank charges a fee for issuance of these guarantees, which is which is deferred and recognized as income over the period of the guarantee.
Under Central Bank rules, guarantees issued are recognized as liabilities when it is probable that the obligation undertaken by the guarantor will be performed.
Under US G.A.A.P., SFAS interpretation No. 45 “Guarantor’s accounting and disclosure requirements for guarantees, including indirect guarantees of indebtedness or others” requires that at inception of a guarantee, a guarantor recognize a liability for the fair value of the obligation undertaken in issuing the guarantee. Such liability at inception is deemed to be the fee received by the Bank with and offsetting entry equal to the consideration received. Subsequent reduction of liability is based on an amortization method as the Bank is decreasing its risk.
Had U.S. G.A.A.P. applied, no differences would have existed in the Bank records. Additionally, the Bank recognizes the maximum potential amount of future payments in Memorandum accounts.
 
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35.15. Set forth below are the significant adjustments to consolidated net income and shareholders’ equity which would be required if U.S. G.A.A.P. instead of Central Bank’s rules had been applied:
                             
    Increase/ (decrease)
     
    Consolidated net income
    years ended December 31,
     
    Ref.   2004   2003
 
Net income in accordance with Central Bank’s rules
            192,977       199,849  
 
Income Taxes
                       
   
Deferred taxes, net of allowances
    35.1.a )     (6,001 )     98,085  
 
Exposure to the Argentine public sector and private securities
                       
   
Loans—Non-financial federal governmental sector
    35.2.a )     3,212       (30,412 )
   
Loans/Bonds—Non-financial government sector
    35.2.b )     12,407       175,923  
   
Other loans—Non-financial provincial government sector
    35.2.c )     12,847       18,016  
   
Compensatory Bonds
    35.2.d )     29,194       86,576  
   
Other unlisted government securities
    35.2.e )     9,477       37,621  
 
Loan origination fees
    35.3       (4,066 )     348  
 
Allowance for loan losses
                       
   
Credit Card Loans
    35.4.b )     (159 )     1,256  
   
Impaired Loans—Non Financial Private Sector and residents abroad
    35.4.c )     741       (1,550 )
   
Interest recognition—non accrual loans
    35.4.d )     (1,483 )     667  
 
Intangible assets
                       
   
Judgments due to court decisions related to foreign currency- denominated deposits
    35.5.a )     (5,307 )     (9,980 )
   
Software costs
    35.5.b )     3,380       6,563  
   
Organizational cost
    35.5.c )     2,877       3,431  
 
Vacation accrual
    35.6       (109 )     (1,811 )
 
Business combination
                       
   
Acquisition of controlling interest in former Banco Bansud S.A. 
    35.7.a )     (66,751 )     (195,364 )
   
Merger with and into former Banco Bansud S.A.—a downstream merger
    35.7.b )     (527 )     (52,423 )
   
Acquisition of Nuevo Banco Suquia S.A. 
    35.7.c )     453        
   
Other
    35.7.d )     972       (47,303 )
 
Adjustment to prior-year income
    35.12       (91,170 )     37,545  
 
Foreign currency translation
    35.13       1,265       (13,666 )
                   
Net income in accordance with U.S. G.A.A.P. 
            94,229       313,371  
                   
Comprehensive income
                       
 
Net income in accordance with U.S. G.A.A.P. 
            94,229       313,371  
 
Other comprehensive income, net of tax:
            88,945       53,191  
                   
Total comprehensive income, net in accordance with U.S. G.A.A.P. 
            183,174       366,562  
                   
Net income per share in accordance with U.S. G.A.A.P. 
            0.15       0.59  
                   
Weighted average number of shares Outstanding (in thousands)
            608,943       526,750  
                   
 
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    Increase/ (decrease)
     
    Consolidated shareholders’ equity
    at December 31,
     
    Ref.   2004   2003
 
Shareholders’s equity in accordance with Central
                       
Bank’s rules
            1,257,302       1,125,219  
   
Income Taxes
                       
     
Deferred taxes, net of allowances
    35.1.a )     (4,153 )     49,741  
     
Allowance for tax on minimum presume income
    35.1.b )     (8,662 )     (8,662 )
 
Exposure to the Argentine public sector and private securities
                       
     
Loans—Non-financial federal governmental sector
    35.2.a )     (168,219 )     (171,431 )
     
Loans/Bonds—Non-financial government sector
    35.2.b )     30,509       (71,985 )
     
Other loans—Non-financial provincial government sector
    35.2.c )     (5,945 )     (18,792 )
     
Compensatory Bonds
    35.2.d )     (69,936 )     (147,146 )
     
Other unlisted government securities
    35.2.e )     14,351       4,874  
 
Loan origination fees
    35.3       (7,313 )     (3,247 )
 
Allowance for loan losses
                       
     
Credit Card Loans
    35.4.b )     (419 )     (260 )
     
Impaired Loans—Non Financial Private Sector and residents abroad
    35.4.c )     (809 )     (1,550 )
     
Interest recognition—non accrual loans
    35.4.d )     (3,945 )     (2,462 )
 
Intangible assets
                       
     
Judgments due to court decisions related to foreign currency-denominated deposits
    35.5.a )     (50,037 )     (44,730 )
     
Software costs
    35.5.b )     (7,033 )     (10,413 )
     
Organizational cost
    35.5.c )     (2,698 )     (5,575 )
 
Vacation accrual
    35.6       (3,295 )     (3,186 )
 
Business combination
                       
     
Acquisition of controlling interest in former Banco Bansud S.A. 
    35.7.a )     15,738       82,489  
     
Merger with and into former Banco Bansud S.A.—a downstream merger
    35.7.b )     (118,735 )     (118,208 )
     
Acquisition of Nuevo Banco Suquia S.A. 
    35.7.c )     453        
     
Other
    35.7.d )     (9,488 )     (10,460 )
 
Adjustment to prior-year income
    35.12             91,170  
                   
Shareholders’ equity in accordance with U.S. G.A.A.P.(*)
            857,666       735,386  
                   
 
(*) Includes the effects of other comprehensive income.
 
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35.16. Set forth below are the accumulated other comprehensive income (loss) balances, as of December 31, 2004 and 2003— net of related income tax effects:
                                                 
    Year ended December 31, 2004   Year ended December 31, 2003(1)
         
        Unrealized           Unrealized    
    Foreign   gains/   Accumulated   Foreign   gains/   Accumulated
    currency   (losses) on   other   currency   (losses) on   other
    items   securities   comprehensive   items   securities   comprehensive
 
Beginning Balance
    14,287       43,293       57,580       4,389             4,389  
Current-fiscal year change
    (1,265 )     138,103       136,838       14,681       66,605       81,286  
Tax effects
    443       (48,336 )     (47,893 )     (4,783 )     (23,312 )     (28,095 )
                                     
Ending balance
    13,465       133,060       146,525       14,287       43,293       57,580  
                                     
 
(1) The available for sale securities as of December 31, 2002 were deemed to have an other than temporary impairment.
35.17.    Statement of Cash flows
According to SFAS 95 “Statement of Cash Flows”, a statement of cash flows for a period shall report net cash provided or used by operating, investing, and financing activities and the net effect of those flows on cash and cash equivalents during the period in a manner that reconciles beginning and ending cash and cash equivalents. Central Bank’s rules classify cash flows as operating activities and other.
The statement of cash flows under Central Bank’s rules differs from the statement of cash flows under U.S. G.A.A.P. in the following aspects:
The Bank’s transactions that did not provide an actual movement of funds in each year (non cash transactions) were eliminated from the respective cash changes. The following are the main non cash transactions, based on their book values under Central Bank’s rules:
At December 31, 2003 the Bank exchanged provincial public debt into Secured Bond due in 2018. The loans and securities exchanged had a net book value of 722,931 (See note 1).
 
At December 31, 2004 and 2003 the Bank entered into forward, unsettled spot and repurchase contracts to buy or sell foreign currencies, listed Government and other securities at future dates, exchanging non cash assets or liabilities for other non cash assets or liabilities with a book value of 522,744 and 25,945, respectively.
 
At December 31, 2002, the Bank received Government Securities in compensation according to the Federal Executive Decree 905/ 02. At December 31, 2004 and 2003 the bank recorded that compensation in investment accounts. Additionally, the compensation pending to be received was recorded in “Other receivables from financial transactions” account (See note 1).
 
The financial statements as of December 31, 2004 and 2003, include a liability of 204,634 and 160,927, respectively, for the future subscription of the Federal Government Coverage Bond in US dollars at LIBOR, maturing in 2012, through a prepayment to be made by the Central Bank under the terms of Presidential Decree No. 905/ 02 (See note 1).
 
In 2003, the former Banco Bansud S.A. settled a payable to SEDESA related to the transaction mentioned in note 3.5. in the amount of 66,500 by delivering certain government securities with a book value of 18,335.
 
In 2004, the Bank incorporated the assets and liabilities of SADELA and acquired Nuevo Banco Suquía (See note 3.6.).
 
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In 2004 and 2003, the Bank received loan portfolio and other assets in redemption of the LAVERC trust for 23,782 and 18,845, respectively.
 
In 2004 and 2003, the Bank settled subordinate corporate bonds by delivering government securities for 7,371 and 19,590, respectively.
 
In 2004, the Bank settled rescheduled deposits by delivering Federal Government Bonds acquired by the Bank through the delivery of its own bonds for 161,672.
 
In 2004 and 2003, the Bank received Federal Government Bonds in US dollars at LIBOR, maturing in 2012, in redemption of certain loans for 4,396 and 14,131, respectively.
 
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The statement of cash flow under U.S. G.A.A.P. is shown below:
                   
    Year ended December 31,
     
    2004   2003
 
Cash provided by (used in) operating activities
               
 
Interest received on loans, leases and investments
    386,284       435,095  
 
Fees and commissions received
    159,501       124,294  
 
Other sources of cash
    33,949       92,208  
Less:
               
 
Interest Paid
    (188,416 )     (156,782 )
 
Fees and commissions paid
    (24,895 )     (19,849 )
 
Cash paid to suppliers and employees
    (220,498 )     (177,658 )
 
(Increase) from intangible assets
    (24,837 )     (66,604 )
 
(Increase) in other receivables and other assets
    (456,789 )     (164,891 )
 
Other uses of cash
    (33,685 )     (43,184 )
 
Net cash (used in) provided by operating activities
    (369,386 )     22,629  
Plus:
               
Cash provided by (used in) investing activities
               
 
Proceeds from sales of trading and investment securities
    3,524,971       3,312,523  
 
Purchases of trading and investment securities
    (2,549,912 )     (2,960,202 )
 
(Increase) in other trading and investment securities, net
    (133,458 )     (939,383 )
 
(Increase) in loans and leases, net
    (977,662 )     (163,430 )
 
Proceeds from Bank premises and equipment
    20,098       46,571  
 
Purchases of Bank premises and equipment
    (29,861 )     (16,303 )
 
Cash provided by incorporated of net asset of SADELA
    628        
 
Purchase of Nuevo Banco Suquia S.A., net of cash acquired
    319,859        
             
 
Net cash provided by (used in) investing activities
    174,663       (720,224 )
Plus:
               
Cash provided by (used in) financing activities
               
 
Increase in deposits, net
    968,299       1,190,515  
 
Increase in long term borrowings
    66,841       41,471  
 
(Decrease) in long term borrowings
    (61,315 )     (7,665 )
 
(Decrease) in forward purchases of securities under repurchase agreements
    (566 )      
 
(Decrease) in other short term liabilities, net
    (19,684 )     (174,036 )
 
Cash dividends paid
    (60,894 )      
             
 
Net cash provided by financing activities
    892,681       1,050,285  
Monetary loss generated on cash and due from banks
          (4,343 )
Increase in cash and cash equivalents
    697,958       348,347  
Cash at the beginning of fiscal year (restated)
    674,300       325,953  
             
Cash at the end of the fiscal year
    1,372,258       674,300  
 
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Set forth below is the reconciliation of net income as per Central Bank’s rules to net cash flows from operating activities, as required by SFAS 95 “Statement of Cash Flows”:
                   
    Year ended
    December 31,
     
    2004   2003
 
Net (loss)/gain for the fiscal year
    192,977       199,849  
Adjustments to reconcile net income to net cash from operating activities:
               
 
Amortization and depreciation
    44,960       44,334  
 
Provision for loan losses and special reserves, net of reversals
    (36,679 )     (87,659 )
 
Net income from government and private securities
    (32,601 )     (229,306 )
 
Foreign exchange differences
    (27,954 )     (65,498 )
 
Equity (loss)/gain of unconsolidated subsidiaries
    (27 )     678  
 
Monetary loss generated on cash and due from banks
            4,343  
 
(Increase) from intangible assets
    (24,837 )     (66,604 )
 
Net (increase)/ decrease in other sources or uses of cash
    (456,789 )     (164,891 )
 
Net (increase) in interest receivable and payable and other accrued income and expenses
    (1,856 )     371,314  
 
Net (increase)/ decrease in other sources or uses of cash
    (26,580 )     16,069  
             
Net cash (used in) provided by operating activities
    (369,386 )     22,629  
             
35.18. Forward transactions pending settlement
The Bank enters into forward pending settlement for trading purposes.
Under Central Bank’s rules for such forward transactions, the Bank recognizes both a receivable and a payable upon the agreement, which reflect the amount of cash, currency or securities to be exchanged at the closing date. The receivable or payable representing the receipt or delivery of securities or currency is stated at market value.
Under U.S. G.A.A.P., accounting for forward contracts are governed by SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This standard requires that such derivatives be accounted for at fair value. The Bank does not apply hedge accounting. The instruments outstanding at each balance sheet are short term and are recorded at their fair value.
Had U.S. G.A.A.P. been applied, the Bank’s assets and liabilities would be decreased by approximately 54,684 and 10,014 as of December 31, 2004 and 2003, respectively.
35.19. Fair value of financial instruments
A significant portion of the Bank’s assets and liabilities are in short-term financial instruments, with a remaining maturity of less than one year, and/or with variable rates. These short-term and variable-rate financial instruments are considered to have a fair value equivalent to their carrying value at the balance sheet date.
SFAS 107 “Disclosures about Fair Value of Financial Instruments” requires disclosure of fair value information about financial instruments, whether or not recognized on the balance sheet, for which it is practicable to estimate fair value.
For financial instruments with remaining maturity over one year and with fixed-rates, and therefore not included above, the following methods and assumptions were used to estimate their fair value.
 
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Government and private securities
Listed—Investment accounts: fair value for these securities is based upon market prices (if available) as of December 31, 2004 and 2003; if market prices are not available, the Bank uses values of securities with similar terms and conditions,
 
Unlisted government securities: fair value for these securities was taken to be equal to the present value of future cash flows discounted at the year-end market interest rates for securities of similar interest rate, credit risk and duration.
Loans and assets subject to financial leases
Fair value is estimated by discounting future cash flows using the current rates at which loans would be made to borrowers with similar credit ratings and for the same remaining maturities, considering the contractual terms in effect as of December 31, 2004 and 2003.
Other receivables from financial intermediation
Forward purchases of Government securities under repurchase agreements with holdings in investment accounts: fair value for these receivables were based upon market prices or discounted cash flows as of December 31, 2004 and 2003 of the securities to be received after the fiscal year-end.
 
Compensation to financial institutions for the effects of devaluation and pesification to be received: fair value for these receivables were based upon market prices (if available) as of December 31, 2004 and 2003.
Deposits
The Bank’s deposits as of December 31, 2004 and 2003, that have a remaining maturity of under one year were considered to have a fair value equivalent to their carrying value at the balance sheet date while for those that have a remaining maturity of over one year (investments accounts, rescheduled deposits and time deposits), the fair value was taken to be equal to the present value of future cash flows discounted at the average year-end market interest rates for similar deposits.
Loans received from BCRA and other banks and international institutions
Fair value for long-term loans is estimated by discounting future cash flows using current rates at which liabilities were received while fair value for short-term loans was considered to be equivalent to their carrying value at the balance sheet.
Subordinated corporate bonds
As of December 31, 2004 and 2003, fair value was taken to be equal to the present value of future cash flows discounted at the average year end market interest rates for securities of similar interest rate, credit risk and duration.
Off-Balance sheet
Commitments to extending credit, standby letters of credit, guarantees granted and foreign trade acceptances: it is estimated that there is no difference between the fee charged to the Bank for these transactions and their fair value.
 
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The following is a summary of carrying amounts under Central Bank’s rules and estimated fair values of financial instruments as of December 31, 2004 and 2003:
                                   
    As of December 31,
     
    2004   2003
         
    Carrying   Estimated   Carrying   Estimated
    amount   fair value   amount   fair value
 
FINANCIAL ASSETS
                               
 
Cash
    1,372,258       1,372,258       674,300       674,300  
 
Government and private securities
    2,106,737       1,931,589       2,155,766       1,889,838  
 
Loans
    2,875,045       2,653,671       1,050,724       925,159  
 
Other receivables from financial intermediation
    1,799,224       1,843,347       537,857       524,328  
 
Assets subject to financial leases
    60,313       60,313              
 
Other receivables
    135,549       127,475       227,377       226,837  
                         
      8,349,126       7,988,653       4,646,024       4,240,462  
                         
FINANCIAL LIABILITIES
                               
 
Deposits
    5,318,997       5,321,735       3,027,244       3,060,471  
 
Other liabilities from financial intermediation
    1,920,722       1,833,663       522,965       524,402  
 
Other Liabilities
    54,062       55,634       36,485       37,545  
 
Subordinated Corporate Bonds
    16,416       16,235       24,200       24,006  
                         
      7,310,197       7,227,267       3,610,894       3,646,424  
                         
35.20. Transfers of financial assets
In order to securitize personal loans in Argentine Pesos granted to individuals, between December 1999 and November 2001, the former Banco Macro S.A. created the trusts “Asset Backed Securities Serie Banco Macro Créditos I” and “Macro personal I, II, III and IV”.
In addition, the trusts “Multiactivos—Series Prendas I and II” was created in November 1999 and March 2000, respectively, in connection with securitization of chattel mortgage by the former Banco Bansud S.A.
These trusts issued debt securities and/or different participation certificates classes, which were authorized by the C.N.V. for public offering.
For Central Bank rules, the debt securities and certificates retained by the Bank are accounted for at cost plus accrued interest for the debt securities, and the equity method is used to account for the residual interest in the trusts.
These transactions did not qualify for sales treatment under U.S. G.A.A.P because they did not meet the criteria in paragraph 9(c) of SFAS 140 “Accounting for transfers and servicing of financial assets and extinguishment of liabilities”. Therefore, the Bank accounted for these transactions as financing transactions.
In August 2003 “Multiactivos—Series Prendas I and II”, and in August 2004 “Asset Backed Securities Series Banco Macro Créditos I” and “Macro Personal I, II, III and IV” were terminated, and the residual loan portfolio of those trusts had been properly reflected into the Bank’s loan portfolio under Central Bank rules.
Therefore, the effect of applying SFAS 140 was to decrease “Trading account assets” and “Other assets” and increase Loans by 6,078, as of December 31, 2003, with no impact in the income statement. There was no adjustment needed at December 31, 2004 because all such trusts had been
 
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terminated and the residual loan portfolio properly reflected into the Bank’s loan portfolio under Central Bank rules.
35.21. Joint venture
As explained in note 3.7.a), the Bank participates in the “Banco Macro—Siemens Itron—Unión Transitoria de Empresas” (a joint venture jointly controlled having an interest of 50%). Under Central Bank rules this interest is consolidated through the proportional consolidation method.
Since under U.S. G.A.A.P., that method of consolidation is not appropriate for such investments and they are accounted for using equity method.
Therefore, had U.S. G.A.A.P. been applied as of December 31, 2004 and 2003, Other assets should have been increased by 3,930 and 2,957, respectively, with an offsetting decrease in various assets and liabilities accounts. Additionally, as of December 31, 2004 and 2003, Income from equity in other companies should have been increased by 3,738 and 2,272, respectively, with an offsetting decrease in various income and expense accounts.
35.22. Items in process of collection
The Bank does not give accounting recognition to checks drawn against the Bank or other Banks or other items to be collected, until such time as the related item clears or is accepted. Such items are recorded by the Bank in Memorandum accounts. U.S. banks, however, account for such items through balance sheet clearing accounts at the time the items are presented for collection.
Had U.S. G.A.A.P. been applied, the Bank’s assets and liabilities would decrease by approximately 168,223 and 146,299 as of December 31, 2004 and 2003, respectively.
35.23. Acceptances
Foreign trade acceptances are not recorded on the balance sheet by the Bank. In accordance with Regulation S-X, acceptances and related customer liabilities should be recorded on the balance sheet. Adjustment required to state balance sheets in accordance with Regulation S-X would be to increase assets (due from customers on acceptances) and increase liabilities (bank acceptances outstanding) by 38,617 and 29,846 as of December 31, 2004 and 2003, respectively.
35.24. Variable Interest Entities
Banco Macro Bansud S.A., either directly or through its subsidiary Sud Inversiones & Análisis S.A., acts as trustee, in certain trusts.
Under Central Bank Rules, the Bank is not required to consolidate these trusts.
Under U.S. G.A.A.P., FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” addresses consolidation of variable interest entities, as defined in the rules, which have certain characteristics.
The Bank has certain trust activities. In all cases, except for Lujan Trust as described below, such trusts are not variable interest entities. Therefore, the Bank did not consolidate these trusts.
Under FASB Interpretation No. 46(R), Luján Trust, as described in note 14, is considered a variable interest entity. In accordance with paragraph 14 of such Interpretation, the Bank is not the primary beneficiary and, therefore, consolidation of the trust is not appropriate.
In addition, San Isidro Trust, as explained in note 14, represents effectively a foreclosed asset since the former owner of the assets relinquished all rights to the assets to the trust and the Bank holds 100% of the trust certificates.
 
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Under Central Bank Rules, as of December 2003 and 2004, these certificates amounted to 16,782 and 15,993, respectively, and were recorded as “Other receivables not covered by debtors classification standards”. However, under US GAAP theses certificates represents a foreclosed asset (not financial assets) and should be reclassified. This reclassification does not have effect the net income and equity. This foreclosed asset is accounted at the lower carrying amount or fair value less cost to sell.
35.25. Parent only financial statements
Following is the parent company-only financial information as required by regulation S-X 9-06. This information is prepared in accordance with Central Bank rules. The investment in Nuevo Banco Suquía S.A. and the other subsidiaries are accounted for under the equity method.
Total net restricted assets as of December 31, 2004 amounted to approximately 31,541. Restrictions are related to the fact that Nuevo Banco Suquía S.A. can not pay dividends without prior approval from the Central Bank of Argentina and due to legal lending limits.
 
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Balance sheet (parent company only)
                     
    2004   2003
 
ASSETS
               
CASH
               
 
Cash on hand
    218,213       176,667  
 
Banks and correspondents
    481,496       329,681  
             
      699,709       506,348  
             
GOVERNMENT AND PRIVATE SECURITIES
               
 
Holdings in investment accounts
    53,856       143,976  
 
Holdings for trading or financial intermediation
    82,670       186,493  
 
Unlisted Government securities
    540,230       696,608  
 
Instruments issued by the Central Bank of Argentine
    737,964       1,097,022  
 
Investments in listed private securities
    14,291       17,043  
 
Less: Allowances
            (3,137 )
             
      1,429,011       2,138,005  
             
LOANS
               
 
To the non-financial government sector
    505,466       365,481  
 
To the financial sector
    27,357       10,974  
 
To the non-financial private sector and residents abroad
               
   
Overdrafts
    349,034       197,866  
   
Documents
    319,930       148,745  
   
Mortgage loans
    61,935       49,853  
   
Pledged loans
    29,673       25,500  
   
Personal loans
    223,886       107,305  
   
Credit cards
    81,390       61,052  
   
Other
    325,316       119,454  
   
Interest, adjustments and foreign exchange differences receivable
    40,472       20,872  
 
Less: Interest documented
    (5,019 )     (6,069 )
 
Less: Allowances
    (81,691 )     (56,279 )
             
      1,877,749       1,044,754  
             
OTHER RECEIVABLES FROM FINANCIAL INTERMEDIATION
               
 
Central Bank of the Argentina
    99,820       69,398  
 
Amounts receivable for spot and forward sales pending settlement
    423,484       18,552  
 
Instruments to be received for spot and forward purchases pending settlement
    206,561       12,988  
 
Premiums for options taken
    421        
 
Unlisted Corporate Bonds
    928       445  
 
Other receivables not covered by debtor classification regulations
    362,083       533,532  
 
Other receivables covered by debtor classification regulations
    10,232       15,953  
 
Less: Allowances
    (4,763 )     (134,145 )
             
      1,098,766       516,723  
             
ASSETS SUBJECT TO FINANCIAL LEASES
               
 
Assets subject to financial leases
    60,922        
 
Less: Allowances
    (609 )      
             
      60,313        
             
 
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    2004   2003
 
INVESTMENTS IN OTHER COMPANIES
               
 
In financial institutions
    398,886       94,573  
 
Other
    25,999       23,430  
 
Less: Negative Goodwill
    (483 )      
 
Less: Allowances
    (398 )     (2 )
             
      424,004       118,001  
             
OTHER RECEIVABLES
               
 
Receivables from sale of assets
    1,107       767  
 
Other
    122,664       228,185  
 
Accrued interest and adjustments receivable from sale of assets
    20       21  
 
Other accrued interest and adjustments receivable
    48       27  
 
Less: Allowances
    (4,512 )     (3,630 )
             
      119,327       225,370  
             
BANK PREMISES AND EQUIPMENT
    146,470       157,556  
             
OTHER ASSETS
    125,322       114,301  
             
INTANGIBLE ASSETS
               
 
Goodwill
    2,485       3,324  
 
Organization and development costs, including amparos
    78,431       78,854  
             
      80,916       82,178  
             
ITEMS PENDING COLLECTION
    335       2,077  
             
 
TOTAL ASSETS
    6,061,922       4,905,313  
             
 
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    2004   2003
 
LIABILITIES
               
DEPOSITS
               
 
From the non-financial government sector
    808,317       382,195  
 
From the financial sector
    3,843       11,909  
 
From the non-financial private sector and residents abroad
               
   
Checking accounts
    433,467       307,666  
   
Savings accounts
    431,753       326,618  
   
Time deposits
    1,620,795       1,518,553  
   
Investment accounts
    34,789       51,627  
   
Other
    118,980       233,811  
   
Interest, adjustments and foreign exchange differences payable
    43,237       104,428  
             
      3,495,181       2,936,807  
             
OTHER LIABILITIES FROM FINANCIAL INTERMEDIATION
               
 
Central Bank of the Argentina — Other
    1,581       2,353  
 
Banks and International institutions
    14,668       54,873  
 
Amounts payable for spot and forward purchases pending settlement
    132,460       12,971  
 
Instruments to be delivered for spot and forward sales pending settlement
    462,194       19,993  
 
Financing received from Argentine financial institutions
    56,631       52,097  
 
Other
    285,350       275,497  
 
Accrued interest, adjustments and foreign exchange differences payable
    94,682       78,721  
             
      1,047,566       496,505  
             
OTHER LIABILITIES
               
 
Dividends payable
          231  
 
Other
    37,014       33,444  
             
      37,014       33,675  
             
PROVISIONS
    208,220       285,128  
             
SUBORDINATED CORPORATE BONDS
    16,416       24,200  
             
SUSPENSE ITEMS
    223       3,779  
             
 
TOTAL LIABILITIES
    4,804,620       3,780,094  
             
STOCKHOLDERS’ EQUITY
    1,257,302       1,125,219  
             
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
    6,061,922       4,905,313  
             
 
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Memorandum accounts (parent company only)
                   
    2004   2003
 
DEBIT-BALANCE ACCOUNTS
               
Contingent
               
—Loans obtained (unused amounts)
    12,693       11,625  
—Guaranties received
    573,700       419,493  
—Contra contingent debit accounts
    117,837       119,666  
             
      704,230       550,784  
             
Control
               
—Receivables classified as irrecoverable
    479,754       471,476  
—Other
    2,052,608       1,272,940  
—Contra control debit accounts
    57,196       34,259  
             
      2,589,558       1,778,675  
             
Derivatives
               
—Notional value of put options taken
    10,453        
—Notional value of forward transactions without delivery of underlying asset
    7,435        
—Contra debit accounts for derivatives
    129,490       125,009  
             
      147,378       125,009  
             
Trust Activity
               
—Funds received in trust
    16,782       15,993  
             
      16,782       15,993  
             
 
TOTAL
    3,457,948       2,470,461  
             
CREDIT ACCOUNTS
               
Contingent
               
—Unused portion of loans granted, covered by debtor classification regulations
    (84 )      
—Guarantees provided to the Central Bank of Argentina
    (422 )     (1,430 )
—Other guaranties provided covered by debtor classification regulations
    (82,845 )     (84,904 )
—Other guaranties provided not covered by debtor classification regulations
    (2,335 )     (3,486 )
—Other covered by debtor classification regulations
    (32,151 )     (29,846 )
—Contingent credit-balance contra accounts
    (586,393 )     (431,118 )
             
      (704,230 )     (550,784 )
             
Control
               
—Items to be credited
    (57,196 )     (34,259 )
—Contra control credit accounts
    (2,532,362 )     (1,744,416 )
             
      (2,589,558 )     (1,778,675 )
             
 
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Banco Macro Bansud and Subsidiaries
 
                   
    2004   2003
 
For Derivatives
               
—Notional value of put options sold
    (122,055 )     (125,009 )
—Notional value of forward transactions without delivery of underlying asset
    (7,435 )      
—Contra credit account for derivatives
    (17,888 )      
             
      (147,378 )     (125,009 )
             
For Trustee Activities
               
—Contra credit accounts for trustee activities
    (16,782 )     (15,993 )
             
      (16,782 )     (15,993 )
             
 
TOTAL
    (3,457,948 )     (2,470,461 )
             
 
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Banco Macro Bansud and Subsidiaries
 
Statements of income (parent only)
                   
    2004   2003
 
FINANCIAL INCOME
               
Interest on cash and due from banks
    2       1,588  
Interest on loans to the financial sector
    1,954       1,788  
Interest on overdrafts
    25,403       21,932  
Interest on documents
    11,196       9,804  
Interest on mortgage loans
    6,449       6,794  
Interest on pledged loans
    1,118       1,727  
Interest on credit card loans
    5,858       7,832  
Interest on other loans
    60,952       29,063  
Interest on other receivables from financial intermediation
    5,611       1,867  
Income from government and private securities, net
    162,748       300,360  
Income from guaranteed loans — Decree 1,387/01
    14,355       4,183  
C.E.R. (benchmark stabilization coefficient) adjustment
    91,022       19,118  
C.V.S. (salary variation coefficient) adjustment
    475       24  
Other
    34,717       9,973  
             
      421,860       416,053  
             
FINANCIAL EXPENSE
               
Interest on checking accounts
    2,201       2,725  
Interest on savings accounts
    3,115       3,269  
Interest on certificates of deposit
    43,256       82,852  
Interest on financing from the financial sector
    78       3,340  
Interest on other liabilities from financial intermediation
    15,394       10,808  
Other interest
    9,230       20,598  
C.E.R. adjustment
    24,865       41,551  
Other
    33,158       67,142  
             
      131,297       232,285  
             
 
GROSS INTERMEDIATION MARGIN — GAIN
    290,563       183,768  
             
PROVISION FOR LOAN LOSSES
    36,156       35,009  
             
SERVICE-CHARGE INCOME
               
Related to assets
    7,718       4,006  
Related to liabilities
    97,458       82,539  
Other commissions
    7,252       6,308  
Other
    36,585       32,005  
             
      149,013       124,858  
             
SERVICE-CHARGE EXPENSE
               
Commissions
    4,014       3,473  
Other
    19,903       16,438  
             
      23,917       19,911  
             
MONETARY LOSS ON FINANCIAL INTERMEDIATION
          (3,899 )
             
 
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Banco Macro Bansud and Subsidiaries
 
                   
    2004   2003
 
ADMINISTRATION EXPENSE
               
Payroll expenses
    128,296       110,779  
Fees to Bank Directors and Statutory Auditors
    5,601       4,908  
Other professional fees
    16,106       15,018  
Advertising and publicity
    11,921       5,985  
Taxes
    2,955       2,865  
Other operating expense
    73,263       70,991  
Other
    9,012       7,092  
             
      247,154       217,638  
             
MONETARY LOSS ON OPERATING EXPENSE
          (107 )
             
 
NET INCOME FROM FINANCIAL INTERMEDIATION
    132,349       32,062  
             
OTHER INCOME
               
Penalty interest
    1,295       1,717  
Penalty recovered loans and allowances reversed
    88,398       157,296  
C.E.R. adjustment
          8  
Other
    19,308       78,790  
             
      109,001       237,811  
             
OTHER EXPENSE
               
Loss from long-term investments
    81       6,537  
Punitive interest and charges paid to Central Bank of the Argentina
    146       174  
Charge for other-receivables uncollectibility and other allowances
    3,850       21,730  
Amortization of differences from amparos
    11,665       6,258  
Other
    32,631       35,095  
             
      48,373       69,794  
             
MONETARY LOSS ON OTHER OPERATIONS
          (230 )
             
 
INCOME BEFORE INCOME TAX
    192,977       199,849  
             
INCOME TAX
           
             
 
NET INCOME FOR THE FISCAL YEAR
    192,977       199,849  
             
 
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Statements of cash flows (parent only)
                     
    2004(2)   2003
 
Changes in Cash
               
Cash at beginning of fiscal year (restated)
    506,348       206,498  
Increase in funds
    193,361       299,850  
             
Cash at end of the fiscal year
    699,709       506,348  
             
Reasons for changes in cash in constant currency
               
Cash provided by ordinary operations
               
Financial income collected
    398,660       415,147  
Services-charge income collected
    154,089       123,430  
Financial expense paid
    (179,139 )     (148,175 )
Services-charge expense paid
    (23,849 )     (19,755 )
Administration expense paid
    (212,672 )     (173,500 )
             
   
Subtotal
    137,089       197,147  
             
Other sources of cash:
               
Net decrease in government and private securities
    659,796        
Net decrease in other receivables from financial intermediation
          621,466  
Net increase in deposits
    619,395       1,136,320  
Net increase in other liabilities from financial intermediation
    535,028        
Other sources of cash
    30,319       90,095  
             
 
Subtotal
    1,844,538       1,847,881  
             
 
Total of sources of cash
    1,981,627       2,045,028  
             
Uses of cash:
               
Net increase in government and private securities
          (1,286,777 )
Net increase in loans
    (782,022 )     (170,491 )
Net increase in other receivables from financial intermediation
    (586,692 )      
Net increase in other assets
    (319,205 )     (41,252 )
Net decrease in other liabilities from financial intermediation
          (150,177 )
Net decrease in other liabilities
    (9,432 )     (49,061 )
Cash dividends paid
    (60,894 )      
Other uses of cash
    (30,021 )     (43,184 )
             
 
Total of cash used
    (1,788,266 )     (1,740,942 )
             
 
Monetary loss generated on cash and due from banks(1)
          (4,236 )
             
 
Increase in funds
    193,361       299,850  
             
 
(1) Relates to the monetary income from financial intermediation, from operating expenses, and from other operations.
 
(2) Includes the changes produced by the incorporation of certain assets and liabilities of SADELA.
 
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35.26.     New accounting pronouncements (U.S. G.A.A.P.)
Exchanges of non-monetary assets:
In December 2004, the FASB issued Statement 153 Exchanges of non-monetary assets that replaces the exception from fair value measurement in APB Opinion No. 29 Accounting for Non-monetary Transactions, for non-monetary exchanges of similar productive assets with a general exception from fair value measurement for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. In the opinion of the Bank’s Management the adoption of this rule does not have an impact on net income and shareholders’ equity. The Bank does not expect this statement to have a material effect on its financial statements.
Accounting for certain loans or debt securities acquired in a transfer
In 2003, the AICPA issued Statement of Position 03-3 “Accounting for Certain Loans or Debt Securities Acquired in a Transfer” that addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities acquired in a transfer if those differences are attributable, at least in part, to credit quality. Includes loans acquired in purchase business combinations, but does not apply to loans originated by the entity. It limits the yield that may be accreted to the excess of the investor’s estimate of undiscounted expected principal, interest, and other cash flows over the investor’s initial investment in the loan and requires that the non-accretable difference not be recognized as an adjustment of yield, loss accrual, or valuation allowance. Displaying accretable yield and non-accretable difference in the balance sheet is prohibited. Subsequent increases in cash flows expected to be collected generally should be recognized prospectively through adjustment of the loan’s yield over its remaining life and decreases should be recognized as impairment.
This Statement of Position prohibits “carrying over” or creation of valuation allowances in the initial accounting of all loans acquired in the purchase of an individual loan, a pool of loans, a group of loans, and loans acquired in a purchase business combination.
SOP 03-3 is effective for loans acquired in fiscal years beginning after December 15, 2004. The implementation of this SOP had not a material effect on the Bank’s financial statements.
Accounting changes and error corrections
On May 2005, the FASB issued Statement 154 that replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement. When a pronouncement includes specific transition provisions, those provisions should be followed. The changes require retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period specific effects of an accounting change on one or more individual prior periods presented, this Statement requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, this Statement requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable.
 
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The retrospective application of a change in accounting principle should be limited to the direct effects of the change. Indirect effects of a change should be recognized in the period of the accounting change. SFAS 154 also requires that a change in depreciation, amortization, or depletion method for long-lived, non-financial assets be accounted for as a change in accounting estimate affected by a change in accounting principles. The Board decided that the provisions of this Statement should be effective for accounting changes made in fiscal years beginning after December 15, 2005. The Bank does not expect this statement to have a material effect on its financial statements.
 
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BANCO MACRO BANSUD S.A.
Condensed interim consolidated financial statements as of June 30, 2005
 
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Banco Macro Bansud and Subsidiaries
 
Consolidated balance sheets
As of June 30, 2005 and December 31, 2004
(Information as of June 30, 2005 is unaudited)
                     
    06/30/2005   12/31/2004
 
    (stated in thousands of pesos)
ASSETS
               
 
CASH
               
 
Cash on hand
    327,417       327,959  
 
Due from banks and correspondents
    816,069       1,044,194  
 
Other
    102       105  
             
      1,143,588       1,372,258  
             
 
GOVERNMENT AND PRIVATE SECURITIES
               
 
Holdings in investment accounts
    53,018       53,856  
 
Holdings for trading or financial intermediation
    118,200       88,940  
 
Unlisted government securities
    881,247       839,183  
 
Instruments issued by the Central Bank of Argentina
    1,694,378       1,097,580  
 
Investments in listed private securities
    64,386       29,649  
 
Less: Allowances
    (1,199 )     (2,471 )
             
      2,810,030       2,106,737  
             
LOANS
               
 
To the non-financial government sector
    701,957       809,577  
 
To the financial sector
    158,644       81,812  
 
To the non financial private sector and foreign residents
               
   
Overdrafts
    545,527       513,390  
   
Documents
    405,809       429,654  
   
Mortgage loans
    223,357       231,603  
   
Pledged loans
    183,865       180,831  
   
Personal loans
    279,462       255,553  
   
Credit cards
    163,492       105,117  
   
Other
    578,061       412,079  
   
Accrued interest, adjustments, foreign exchange and quoted price differences receivable
    79,257       87,528  
 
Less: Unearned discount
    (7,612 )     (6,759 )
 
Less: Allowances
    (173,676 )     (225,340 )
             
      3,138,143       2,875,045  
             
OTHER RECEIVABLES FROM FINANCIAL INTERMEDIATION
               
 
Central Bank of Argentina
    109,994       123,291  
 
Amounts receivable from spot and forward sales pending settlement
    487,234       733,995  
 
Securities and foreign currency receivable from spot and forward purchases pending settlement
    308,128       206,561  
 
Premiums on options taken
    240       421  
 
Unlisted corporate bonds
    916       928  
 
Other receivables not covered by debtors classification regulations
    758,175       756,968  
 
Receivables from forward transactions without delivery of underlying asset
          931  
 
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    06/30/2005   12/31/2004
 
    (stated in thousands of pesos)
 
Other receivables covered by debtors classification regulations
    37,968       83,002  
 
Accrued interest receivable not covered by debtors classification regulations
    657       657  
 
Less: Allowances
    (35,390 )     (107,530 )
             
      1,667,922       1,799,224  
             
 
ASSETS SUBJECT TO FINANCIAL LEASES
               
 
Assets subject to financial leases
    81,874       60,922  
 
Less: Allowances
    (820 )     (609 )
             
      81,054       60,313  
             
 
INVESTMENTS IN OTHER COMPANIES
               
 
In financial institutions
    404       416  
 
Other
    13,664       15,047  
 
Less: Allowances
    (688 )     (719 )
             
      13,380       14,744  
             
 
OTHER RECEIVABLES
               
 
Receivables from sale of assets
    7,838       1,822  
 
Minimum presumed income tax— Tax Credit
    56,191       53,933  
 
Other
    87,256       85,771  
 
Accrued interest and adjustments receivable from sale of assets
    192       176  
 
Other accrued interest and adjustments receivable
    48       48  
 
Less: Allowances
    (7,341 )     (6,201 )
             
      144,184       135,549  
             
 
BANK PREMISES AND EQUIPMENT, NET
    194,901       193,697  
             
OTHER ASSETS
    160,014       158,142  
             
INTANGIBLE ASSETS
               
 
Goodwill
    2,066       2,485  
 
Organization and development costs, including amparos
    73,585       79,046  
             
      75,651       81,531  
             
ITEMS PENDING ALLOCATION
    359       515  
             
TOTAL ASSETS
    9,429,226       8,797,755  
             
 
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Banco Macro Bansud and Subsidiaries
 
                     
    06/30/2005   12/31/2004
 
    (stated in thousands of pesos)
 
LIABILITIES
DEPOSITS
               
 
From the non financial government sector
    956,319       809,764  
 
From the financial sector
    5,815       4,445  
 
From the non-financial private sector and foreign residents
               
   
Checking accounts
    894,155       844,969  
   
Savings accounts
    878,739       729,234  
   
Time deposit
    3,130,617       2,588,546  
   
Investment accounts
    51,538       48,598  
   
Other
    200,589       225,891  
   
Accrued interest, adjustments, foreign exchange and quoted price differences payable
    62,349       67,550  
             
      6,180,121       5,318,997  
             
OTHER LIABILITIES FROM FINANCIAL INTERMEDIATION
               
   
Central Bank of Argentina— Other
    224,847       485,267  
   
Banks and International institutions
    144,936       14,668  
   
Amounts payable for spot and forward purchases pending settlement
    216,473       153,661  
   
Securities and foreign currency to be delivered under spot and forward sales pending settlement
    532,942       754,172  
   
Premiums on options sold
    85        
   
Financing received from Argentine financial institutions
    52,296       56,835  
   
Payables for forward transactions without delivery of underlying asset
          676  
   
Other
    333,026       343,665  
   
Accrued interest, adjustments, foreign exchange and quoted price differences payable
    120,339       111,778  
             
      1,624,944       1,920,722  
             
OTHER LIABILITIES
               
 
Other
    47,210       53,984  
 
Accrued interest and adjustments payable
          78  
             
      47,210       54,062  
             
PROVISIONS
    199,900       225,699  
             
SUBORDINATED CORPORATE BONDS
    17,589       16,416  
             
ITEMS PENDING ALLOCATION
    10,661       4,554  
             
MINORITY INTEREST IN SUBSIDIARIES
    60       3  
             
TOTAL LIABILITIES
    8,080,485       7,540,453  
             
SHAREHOLDERS’ EQUITY
    1,348,741       1,257,302  
             
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
    9,429,226       8,797,755  
             
The accompanying notes 1 through 25 to the interim consolidated financial statements
are an integral part of these statements.
 
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Consolidated balance sheets
As of June 30, 2005 and December 31, 2004
Memorandum accounts
(Information as of June 30, 2005 is unaudited)
                 
    06/30/2005   12/31/2004
 
    (stated in thousands of pesos)
DEBIT-BALANCE ACCOUNTS
               
 
Contingent
               
—Loans borrowed (unused amounts)
    164,709       12,693  
—Guarantees received
    1,652,575       1,572,284  
—Contingent debit-balance contra accounts
    182,060       154,361  
             
      1,999,344       1,739,338  
             
 
Control
               
—Receivables classified as irrecoverable
    843,516       824,501  
—Other
    2,902,758       2,911,113  
—Control debit-balance contra accounts
    115,736       92,873  
             
      3,862,010       3,828,487  
             
 
Derivatives
               
—Notional value of put options taken
    10,278       10,453  
—Notional value of forward transactions without delivery of underlying asset
          22,304  
—Derivative debit-balance contra accounts
    131,442       144,359  
             
      141,720       177,116  
             
Trust Activity
               
—Trust funds
          16,782  
             
            16,782  
             
TOTAL
    6,003,074       5,761,723  
             
 
CREDIT-BALANCE ACCOUNTS
               
Contingent
               
—Unused portion of loans granted covered by debtors classification regulations
    (25,756 )     (22,702 )
—Guarantees provided to the Central Bank of Argentina
    (137 )     (422 )
—Other guarantees provided covered by debtors classification regulations
    (95,612 )     (90,285 )
—Other guarantees provided not covered by debtors classification regulations
    (1,948 )     (2,335 )
—Other covered by debtors classification regulations
    (58,607 )     (38,617 )
—Contingent credit-balance contra accounts
    (1,817,284 )     (1,584,977 )
             
      (1,999,344 )     (1,739,338 )
             
 
Control
               
—Checks to be credited
    (115,736 )     (92,873 )
—Control credit-balance contra accounts
    (3,746,274 )     (3,735,614 )
             
      (3,862,010 )     (3,828,487 )
             
 
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    06/30/2005   12/31/2004
 
    (stated in thousands of pesos)
 
Derivatives
               
—Notional value of call options sold
    (12,825 )      
—Notional value of put options sold
    (118,617 )     (122,055 )
—Notional value of forward transactions without delivery of underlying asset
          (22,304 )
—Derivatives credit-balance contra accounts
    (10,278 )     (32,757 )
             
      (141,720 )     (177,116 )
             
 
Trust activity
               
—Trust activity credit-balance contra accounts
          (16,782 )
             
            (16,782 )
             
TOTAL
    (6,003,074 )     (5,761,723 )
             
The accompanying notes 1 through 25 to the interim consolidated financial statements are an integral part of these statements.
 
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Consolidated statements of income
For the six-month periods ended June 30, 2005 and 2004 (unaudited)
                 
    06/30/2005   06/30/2004
 
    (stated in thousands of pesos)
FINANCIAL INCOME
               
Interest on cash and due from banks
    3,356       246  
Interest on loans to the financial sector
    2,767       499  
Interest on overdrafts
    25,023       11,625  
Interest on documents
    14,412       5,041  
Interest on mortgage loans
    12,544       2,827  
Interest on pledged loans
    11,789       306  
Interest on credit card loans
    8,204       2,565  
Interest on other loans
    55,068       24,384  
Interest on other receivables from financial intermediation
    6,955       1,981  
Income from government and private securities, net
    49,123       113,727  
Income from guaranteed loans— Presidential Decree No. 1,387/01
    15,612       6,313  
Net income from options
          23  
CER (benchmark stabilization coefficient) adjustment
    106,043       48,932  
CVS (Salary Variation Coefficient) adjustment
    590       141  
Other
    26,735       17,240  
             
      338,221       235,850  
             
 
FINANCIAL EXPENSE
               
Interest on checking-accounts
    1,284       1,013  
Interest on savings-accounts
    1,949       1,527  
Interest on time deposits
    44,428       25,816  
Interest on financing from the financial sector
    273       29  
Interest on other liabilities from financial intermediation
    8,265       4,901  
Other interest
    6,586       4,828  
Net loss from options
    374        
CER adjustment
    67,044       15,915  
Other
    25,774       17,740  
             
      155,977       71,769  
             
 
GROSS INTERMEDIATION MARGIN— GAIN
    182,244       164,081  
             
 
PROVISION FOR LOAN LOSSES
    34,479       13,236  
             
 
SERVICE-CHARGE INCOME
               
Related to lending transactions
    8,218       3,328  
Related to deposits
    93,484       46,713  
Other fees
    6,340       3,185  
Other
    32,494       18,807  
             
      140,536       72,033  
             
 
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    06/30/2005   06/30/2004
 
    (stated in thousands of pesos)
 
SERVICE-CHARGE EXPENSE
               
Fees
    14,553       1,968  
Other
    13,321       9,231  
             
      27,874       11,199  
             
 
ADMINISTRATIVE EXPENSES
               
Personnel expenses
    116,750       65,058  
Director’s and statutory auditor’s fees
    10,627       3,977  
Other professional fees
    10,028       8,062  
Advertising and publicity
    6,852       3,451  
Taxes
    3,705       1,663  
Other operating expenses
    50,637       36,781  
Other
    6,463       4,723  
             
      205,062       123,715  
             
 
NET INCOME FROM FINANCIAL INTERMEDIATION
    55,365       87,964  
             
 
OTHER INCOME
               
Income from long-term investments
    254       239  
Penalty interest
    1,460       442  
Recovered loans and allowances reversed
    84,208       41,690  
Other
    27,556       6,216  
             
      113,478       48,587  
             
 
OTHER EXPENSES
               
Penalty interest and charges payable to the Central Bank
    20       127  
Charge for other receivables uncollectibility and other allowances
    15,958       2,706  
C.E.R. adjustment
    3        
Amortization of differences from amparos
    6,855       5,547  
Other
    23,483       18,764  
             
      46,319       27,144  
             
 
MINORITY INTEREST
    (8 )      
             
 
INCOME BEFORE INCOME TAX
    122,516       109,407  
             
 
INCOME TAX
    630       367  
             
 
NET INCOME FOR THE PERIOD
    121,886       109,040  
             
 
NET INCOME PER SHARE(1)— stated in pesos
    0.20       0.18  
 
(1) See note 8
The accompanying notes 1 through 25 to the interim consolidated financial statements are an integral part of these statements.
 
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Statements of changes in shareholders’ equity
For the six-month periods ended June 30, 2005, and 2004 (unaudited)
                                                         
        Adjustments to   Unrealized   Earnings reserved        
    Capital   shareholders’   valuation       Unappropriated    
Changes   stock(1)   equity   difference   Legal   Voluntary   earnings   Total
 
    (stated in thousands of pesos)
Balances as of December 31, 2003
    608,943       4,511       14,164       174,629       211       413,935       1,216,393  
Adjustment to prior year income (Note 6)
                                            (78,297 )     (78,297 )
                                           
Balance as of December 31, 2003, adjusted
    608,943       4,511       14,164       174,629       211       335,638       1,138,096  
Distribution of unappropriated retained earnings approved by the Shareholders’ Meeting held on April 30, 2004:
                                                       
—Legal reserve
                            47,480               (47,480 )        
Net income for the period
                                            109,040       109,040  
                                           
Balances as of June 30, 2004
    608,943       4,511       14,164       222,109       211       397,198       1,247,136  
                                           
 
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Statements of changes in shareholders’ equity
For the six-month periods ended June 30, 2005, and 2004 (unaudited)
                                                 
        Adjustments to   Earnings reserved        
    Capital   shareholders’       Unappropriated    
Changes   stock(1)   equity   Legal   Voluntary   earnings   Total
 
    (stated in thousands of pesos)
Balances as of December 31, 2004
    608,943       4,511       222,109       211       421,528       1,257,302  
Distribution of unappropriated retained earnings approved by the Shareholders’ Meeting held on April 28, 2005:
                                               
—Legal reserve
                    23,193               (23,193 )        
—Cash dividends(2)
                                    (30,447 )     (30,447 )
Net income for the period
                                    121,886       121,886  
                                     
Balances as of June 30, 2005
    608,943       4,511       245,302       211       489,774       1,348,741  
                                     
 
(1) See note 8.
 
(2) Through resolution of July 20, 2004, the Central Bank authorized the above mentioned cash dividends distribution.
The accompanying notes 1 through 25 to the interim consolidated financial statements are an integral part of these statements.
 
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Consolidated statements of cash flows
For the six-month periods ended June 30, 2005 and 2004 (unaudited)
                     
    06/30/2005   06/30/2004
 
    (stated in thousands of pesos)
Cash provided by (used in) operating activities
               
 
Financial income collected
    342,012       218,563  
 
Service-charge income collected
    140,129       71,656  
 
Other sources of cash
    87,752       11,309  
Less:
               
 
Financial expenses paid
    (132,655 )     (80,341 )
 
Services-charge expenses paid
    (27,034 )     (11,135 )
 
Administrative expenses paid
    (199,160 )     (110,413 )
 
Other uses of cash
    (18,896 )     (19,123 )
             
   
Net cash provided by operating activities
    192,148       80,516  
Plus:
               
Cash provided by (used in) investing activities
               
 
(Increase)/ decrease in government and private securities
    (684,936 )     473,783  
 
(Increase) in loans
    (319,975 )     (716,195 )
 
Decrease/ (increase) in other receivables from financial intermediation
    121,759       (213,044 )
 
(Increase) in other assets
    (60,726 )     (79,414 )
             
   
Net cash used in investing activities
    (943,878 )     (534,870 )
Plus:
               
Cash provided by (used in) financing activities
               
 
Increase in deposits
    861,357       385,486  
 
(Decrease)/ increase in other liabilities from financial intermediation
    (297,333 )     110,627  
 
(Decrease) in other liabilities
    (10,517 )     (1,616 )
 
Cash dividends paid
    (30,447 )      
             
   
Net cash provided by financing activities
    523,060       494,497  
             
 
(Decrease)/ increase in cash and cash equivalents
    (228,670 )     40,143  
             
 
Cash and cash equivalents at the beginning of fiscal year
    1,372,258       674,300  
 
(Decrease)/increase in cash and cash equivalents
    (228,670 )     40,143  
             
 
Cash and cash equivalents at the end of the period
    1,143,588       714,443  
             
The accompanying notes 1 through 25 to the consolidated financial statements are an integral part of these statements.
 
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Notes to the interim consolidated financial statements
As of June 2005
(Information as of June 30, 2005 and 2004 is unaudited)
(Stated in thousands of pesos, except otherwise indicated)
1. THE BANK, THE ARGENTINE MACROECONOMIC ENVIRONMENT AND FINANCIAL SYSTEM
1.1.    Overview of the Bank
Macro Compañía Financiera S.A. was created in 1977 as a non banking financial institution. On May 30, 1988, it was granted the authorization to operate as a commercial bank, and was incorporated, under the name of Banco Macro S.A. Banco Macro S.A.’s shares have been traded in the Buenos Aires Stock Exchange since November 1994.
After 1994, Banco Macro S.A.’s target market was primarily focused on regional areas outside the city of Buenos Aires. Following this strategy, in 1996, Banco Macro S.A. began the process of acquiring the assets and liabilities of privatized provincial and other banks.
On December 19, 2001 Banco Macro agreed to acquire 59.58% of the capital stock and 76.17% of the voting rights of Banco Bansud. The acquisition was effective January 4, 2002 upon approval of the Central Bank of Argentina.
During 2003, the shareholders decided to merge both financial institutions with the strategic objective of creating a financial institution with a presence throughout Argentina. In December 2003 the merger of Banco Macro S.A. with and into Banco Bansud S.A. was authorized by the Central Bank of Argentina (the Central Bank) and the name was changed to Banco Macro Bansud S.A (the Bank or Banco Macro Bansud).
The Bank offers traditional commercial banking products and services to small and medium sized companies and companies operating in regional economies, and to low and middle income individuals.
Banco Macro Bansud S.A. conducts certain operations through subsidiaries, including Nuevo Banco Suquía S.A. (a bank acquired in December 2004— for further information see note 2.), Sud Bank & Trust Corporate Limited, Sud Valores Sociedad de Bolsa S.A., Sud Inversiones & Análisis S.A., Sud Valores S.G.F.C.I. S.A. The chart showing the organizational structure as of June 30, 2005 is disclosed in note 3, with the percentages indicating the ownership interests and voting rights in each subsidiary.
 
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1.2.    The Argentine macroeconomic environment and the financial system
a)     Financial compensation to financial institutions
As to devaluation and compulsory conversion into pesos (“pesification”)
The amounts recorded in the interim consolidated financial statements related to such compensation mechanisms are as follows:
                       
    Amounts as of   Amounts as of    
Recorded in   June 30, 2005   December 31, 2004   Description
 
Government securities— Holdings in investment accounts     53,018       53,856     Portion of the compensation received
 
•  Boden 2012— Compensation
    53,018       53,856      
Other receivables from financial intermediation—Securities and foreign currency receivable from spot and forward purchases pending settlement     89,245       91,454     Portion of the compensation received
 
•  Boden 2012— Compensation
    89,245       91,454      
Other receivables from financial intermediation—Other receivables not covered by debtors classification regulations(i)     577,738       609,791     Compensation and Coverage bonds to be issued to the Bank.
 
•  Boden 2012— Coverage
    261,548       280,088      
 
•  Boden 2007— Compensation
    190,143       184,691      
 
•  Boden 2012— Compensation
    126,047       145,012      
                 
Total of assets
    720,001       755,101      
                 
Other liabilities from financial intermediation—Other and Accrued interest, adjustments and foreign exchange and quoted prices differences payable(ii)     22,898       38,162     Obligation to repay to the Central Bank (recorded offsetting the amounts mentioned above).
 
•  Boden 2012— Compensation
    15,416       30,928      
 
•  Boden 2007— Compensation
    7,482       7,234      
Other liabilities from financial intermediation— Other and Accrued interest, adjustments and foreign exchange and quoted prices differences payable(i)     206,823       204,634     Liability with Central Bank for the future subscription BODEN 2012(Coverage Bond)
 
•  Boden 2012— Coverage
    206,823       204,634      
                 
Total of liabilities
    229,721       242,796      
                 
 
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In the opinion of the Bank’s Management, the amounts recorded for such compensation included the events and situations known as of the date of issuance of these financial statements. These financial statements include the effects of the compensation finally agreed with the Central Bank as of each balance sheet date.
  (i)     Additionally, all the Compensation and Coverage Bonds (Federal Government Bonds in US dollars at LIBOR 2012) of the former Banco Bansud S.A. which were pending settlement were received in September 2005. Consequently, the only Federal Government Bonds remaining outstanding are those related to Nuevo Banco Suquia S.A., which comprise of Federal Government Bonds in Argentine pesos at 2% maturing in 2007 with a face value of 8,799 and Federal Government Bonds in US dollars at LIBOR 2012 with a face value of 127,777.
 
  (ii)     In August 2005, the Bank’s payable to the Central Bank of Argentina in Federal Government Compensation Bonds in Argentine pesos at 2% maturing in 2007 was settled.
b)     Deposits— Rescheduling of Amounts.
As of June 30, 2005 and December 31, 2004, the Bank had 39,535 and 69,791 as “Other deposits”, respectively, for rescheduled deposits (CEDROS plus adjustments by C.E.R. plus accrued interest).
As of August 22, 2005 these rescheduled deposits (CEDROS plus adjustments by C.E.R. plus accrued interest) were redeemed in their totality.
c)     Legal actions
The measures adopted by the Federal Executive in 2002 with respect to the situation of public emergency in political, economic, financial and foreign exchange matters triggered a number of legal actions brought by individuals and companies against the Federal Government, the Central Bank and financial institutions. The legal actions claimed that some of those measures infringed upon their constitutional rights. These actions are known as amparos.
In the particular case of deposits denominated in foreign currency, the trial courts ordered, in some cases, the partial or total reimbursement of such deposits, either in foreign currency or at the free-exchange rate at the time of reimbursement, until a final pronouncement was made as to the constitutionality of the pesification of foreign-currency deposits, as previously established.
Some of such claims were filed with the Argentine Supreme Court, which determined whether the judgments granted by the lower courts were constitutional or not, depending on each particular case. The last judgment by the Supreme Court established the constitutionality of the process but some aspects remained undefined. It should be noted that the effects of the Supreme Court’s judgment were limited to the parties to each case, which may change in the future. Nevertheless, lower courts usually follow and apply Supreme Court precedents.
If the courts make a final favorable decision on the constitutionality of pesification of foreign-currency deposits, the Bank would be entitled to require the reimbursement of the amounts paid in excess of the amount required by effective regulations. Conversely, if the courts decide that deposits should be settled in foreign currency at the higher rates, there may be further claims against the Bank. However, the Bank’s management believes that these additional payments should be eventually included in the compensation mechanisms implemented to compensate financial institutions for the effects of the asymmetric pesification of their assets and liabilities.
As of the date of the respective reports, there still is uncertainty as to the final court decisions and their potential effects on: (i) the recoverability of the capitalized amounts— see below; (ii) court’s
 
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decisions which required the Bank to pay to certain depositors a portion of the original amount in US dollars; and (iii) the contingent risk of potential additional unasserted legal claims.
In light of the complexity of the issue, and considering that those situations may result in gain or loss contingencies, whose likelihood of occurrence is considered to be more than remote but less than probable, the related amount or range of the amount involved cannot be estimated.
According to Communiqué “A” 3,916 dated April 3, 2003, the Bank carried a net capitalized amount of 46,774 and 50,037 as of June 30, 2005 and December 31, 2004, respectively, as “Intangible assets”. These amounts represent the difference between the amount of the original foreign currency deposits converted at the higher exchange rate dictated by the courts and the amount converted at the lower exchange rate pursuant to the regulations (pesification at Ps. 1.4 to USD 1 exchange rate, or its equivalent in another currency, plus C.E.R).
2. ACQUISITION OF NUEVO BANCO SUQUIA S.A.
On April 27, 2004, the Bank decided to participate in the bidding process for the purchase of Nuevo Banco Suquía S.A. to increase its market share, under the framework of a competitive bidding process in which three other bidders participated. The Evaluation Committee for the bidding process carried out by Banco de la Nación Argentina (B.N.A.) for the sale of 100% of the shares (15,000,000 shares of common stock entitled to one vote per share) of Nuevo Banco Suquía S.A. preliminarily awarded the winning bid to the Bank. The stock purchase agreement was signed on September 30, 2004.
On December 9, 2004, Central Bank’s Board of Governors issued Resolution No. 361, whereby it approved the transfer of shares representing 100% of the capital stock of Nuevo Banco Suquía S.A. in favor of the Bank.
On December 22, 2004, the shares of Nuevo Banco Suquía S.A. were transferred to the Bank, in consideration of which the latter paid 16,407 in cash. Because Nuevo Banco Suquía S.A.’s shareholders’ equity (book value) amounted to 16,890, the Bank recorded a negative goodwill of 483.
Upon the transfer, pursuant to Central Bank’s rules, the value of Nuevo Banco Suquía S.A.’s assets and liabilities was as follows:
         
Cash
    336,266  
Government and private securities
    475,029  
Loans
    862,769  
Other receivables from financial intermediation
    428,163  
Investments in other companies
    1,893  
Other receivables
    21,872  
Bank premises and equipment
    47,678  
Other assets
    25,845  
       
Total assets
    2,199,515  
       
Deposits
    1,548,049  
Other liabilities from financial intermediation
    599,635  
Other liabilities
    11,949  
Provisions
    17,778  
Items pending allocation
    5,214  
       
Total liabilities
    2,182,625  
       
Total shareholders’ equity
    16,890  
       
Total liabilities and shareholders’ equity
    2,199,515  
       
 
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On the same date, the Bank made an irrevocable capital contribution for future capital increases in the amount of 288,750, as agreed in the bid, and increased Nuevo Banco Suquía S.A.’s shareholders’ equity by the same amount. Additionally, on the same date, at the Regular and Special Shareholders’ Meeting of Nuevo Banco Suquía S.A. the former shareholders approved a motion to capitalize those irrevocable capital contributions, and, therefore, the capital stock increased to 303,750 (303,750,000 shares of common stock entitled to one vote per share).
The results of operations of Nuevo Banco Suquía S.A. were included in these consolidated financial statements as from December 22, 2004. As of June 30, 2005 and December 31, 2004, the shareholders’ equity of Nuevo Banco Suquía S.A. amounted to 354,049 and 307,298, respectively.
As of December 31, 2004, Nuevo Banco Suquía S.A. reported a payable to the Central Bank (resulting from the credit assistance for illiquidity) of 260,500. As of such date, these liabilities were recorded in the “Other liabilities from financial intermediation— Central Bank of Argentina” account. On February 2, 2005, in accordance with Central Bank Communiqué “A” 4,268, the Bank paid cash to settle such debt.
On March 14, 2005, as established in Central Bank’s Board of Governors point 7 of Resolution No. 361. Banco Macro Bansud S.A. sold 50,000 shares of Nuevo Banco Suquía S.A. to three shareholders for 50; no gain or loss was recognized. Therefore, as from that date, Banco Macro Bansud S.A. holds 99.984% of the capital stock and votes of Nuevo Banco Suquía S.A.
Also, on April 8, 2005, in accordance with the ruling issued by Argentine anti-trust authorities dated March 7, 2005, the Department of Technical Coordination of the Ministry of Economy and Production authorized Banco Macro Bansud S.A. to acquire the capital stock of Nuevo Banco Suquía S.A.
3. SIGNIFICANT ACCOUNTING POLICIES
The preparation of the Bank’s financial statements requires Management to make, in certain cases, estimates and assumptions to determine the book amounts of assets and liabilities, as well as the disclosure of contingent assets or liabilities as of each of the dates of presentation of the accounting information included in these financial statements.
Management records entries based on the best estimates according to the likelihood of occurrence of different future events and the final amounts may differ from such estimates, which may have a positive or negative impact on future periods.
The accompanying unaudited interim consolidated financial statements as of June 30, 2005 have been prepared in accordance with Central Bank’s rules for interim financial information. The consolidated balance sheet at December 31, 2004 has been derived from the audited financial statement at that date. The unaudited interim consolidated financial statements and the consolidated balance sheet do not include all of the information and footnotes required by Central Banks rules for complete financial statements and therefore should be read in conjunction with the complete consolidated financial statements as of and for the year ended December 31, 2004. All adjustments which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown are of a normal, recurring nature and have been reflected in the unaudited consolidated financial statements. The results of operations for the periods presented are not necessarily indicative of the results expected for the full fiscal year or for any future period.
The interim consolidated financial statements include the accounts of the Bank and its subsidiaries, both majority and wholly owned. Significant intercompany accounts and transactions have been eliminated in this consolidation. Investments in 50% or less owned affiliates, in which the Company exercises significant influence, are accounted for by the equity method.
 
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Under Central Bank’s rules and F.A.C.P.C.E. (Federación Argentina de Consejos Profesionales de Ciencias Económicas—Argentine Federation of Professional Council in Economic Sciences) Technical Resolution No. 4, Banco Macro Bansud S.A. has consolidated the following subsidiaries, as of June 30, 2005 and December 31, 2004 except Nuevo Banco Suquia S.A., which was consolidated from the date of the acquisition (December 22, 2004):
                                         
            Percentage held of    
            Equity
    Shares       investment
Company       Capital       amounts as of
    Class   Number   stock   Votes   June 30, 2005
 
Nuevo Banco Suquía S.A.(1)
    Common       303,750,000       99.984 %     99.984 %     354,049  
Sud Bank & Trust
    Common       9,816,899       99.999 %     99.999 %     95,742  
Sud Valores S.A. Sociedad de Bolsa(2)
    Common       940,500       99.000 %     99.000 %     9,632  
Sud Inversiones & Análisis S.A.
    Common       199,998       99.999 %     99.999 %     3,097  
Sud Valores S.G.F.C.I.S.A.(3)
    Common       47,750       19.100 %     19.100 %     325  
Macro Valores S.A.
    Common       1,349,290       99.95 %     99.95 %     3,699  
 
(1) Net of negative goodwill for 483.
 
(2)  Banco Macro Bansud S.A. has an indirect equity interest in Sud Valores S.A. Sociedad de Bolsa of 1% (through its subsidiary Sud Inversiones & Análisis S.A.—S.I.A.S.A.), in addition to the direct equity interest of 99% in such company.
 
(3)  Consolidated through S.I.A.S.A., its parent company (percentage held of capital stock and votes: 80.90%).
4. INCOME TAX AND MINIMUM PRESUMED INCOME TAX (TOMPI)
a)     As required by Central Bank’s rules, the Bank calculates the income tax charge by applying the 35% rate to taxable income for the year, without giving effect to temporary differences between book and taxable income.
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; while the latter is levied on the taxable income for the year, minimum presumed income tax is a minimum levy assessment by applying the current 0.2% rate to the book value of certain assets. Therefore, the Bank’s tax obligation for each year will be equal to the higher of these taxes. However, if minimum presumed income tax exceeds income tax in a given year, the excess may be credited as a payment towards any income tax in excess of minimum presumed income tax that may occur in any of the following ten years, once accumulated tax loss carry forwards (NOLs) have been used.
As of June 30, 2005 and 2004, the Bank estimated the existence of accumulated income tax NOLs and assessed a minimum presumed income tax charge that was capitalized under “Other receivables.”
Consequently, as of June 30, 2005, the Bank capitalized a total amount of Ps. 56,191 in connection with the minimum presumed income tax credit, which is considered to be an asset because Management estimates it will be used within ten years, which is the period allowed by the Central Bank Communiqué “A” No. 4295, as supplemented.
 
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The consolidated amounts of minimum presumed income tax credit and NOLs accumulated as of June 30, 2005 will mature as follows:
             
Minimum presumed income tax credit
 
    Expiration
Amount       Year
 
 8,108
        2009  
 5,859
        2010  
 3,804
        2011  
 8,613
        2012  
12,271
        2013  
14,913
        2014  
 2,623
        2015  
           
56,191
           
           
             
NOLs
 
    Expiration
Amount       Year
 
 80,853
        2006  
284,589
        2007  
243,154
        2008  
 83,121
        2009  
           
691,717
           
           
b)     A.F.I.P. (Administración Federal de Ingresos Públicos— Argentine Tax Authorities) and other agencies’ administrative proceedings have had different interpretations regarding the tax treatment of the effect of the pesification and C.E.R. adjustment of guaranteed loans. The Bank believes that the income related to such items is not subject to income tax and therefore has no provided for such effect in the financial statements.
5. DIFFERENCES BETWEEN CENTRAL BANK’S RULES AND PROFESSIONAL ACCOUNTING STANDARDS EFFECTIVE IN THE CITY OF BUENOS AIRES, ARGENTINA
Through Resolution C.D. No. 87/03 of June 18, 2003, the C.P.C.E.C.A.B.A. (Consejo Profesional de Ciencias Económicas de la Ciudad Autónoma de Buenos Aires— Professional Council in Economic Sciences of the City of Buenos Aires) approved the revised professional accounting standards mandatory in the City of Buenos Aires (Technical Resolutions Nos. 6, 8, 9, 16, 17, 18, 20, and 21). In particular, with respect to the financial institutions governed by the Central Bank, the C.P.C.E.C.A.B.A. kept in force Resolution C. No. 98/93, which does not require the net present value (discounting) of beginning and end-of-year balances of monetary receivables and payables generated by financial transactions and refinancing, and of other monetary receivables and payables not generated by trading of goods or services.
As of the date of these interim consolidated financial statements, the Central Bank has not adopted the valuation and disclosure changes provided by these professional accounting standards, and their application in the financial statements of financial institutions is, therefore, not required. For this reason, the Bank did not quantify the net effects on shareholders’ equity or income (loss) caused by all the differences between such accounting standards and Central Bank’s rules.
 
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Below are the main differences between professional accounting standards and Central Bank’s rules as of June 30, 2005 and as of December 31, 2004:
a)     Valuation aspects
1)     The Bank has not recognized the effects of changes in the peso purchasing power from March 1, 2003 through October 1, 2003. Such recognition is required by Argentine G.A.A.P.
Had the effect of the changes in the peso purchasing power been recognized, the shareholders’ equity as of June 30, 2005, and as of December 31, 2004, would have decreased by about 7,858, while results of operations for the six-month period ended June 30, 2005, and for the fiscal year ended December 31, 2004, would not have varied significantly.
2)     The Bank assesses income tax by applying the effective rate to the estimated taxable income without considering the effect of temporary differences between book and taxable income. Under professional accounting standards, income tax should be recognized through the deferred tax method.
3)     As of June 30, 2005 and as of December 31, 2004, the Bank kept an amount of 46.774 (net of amortization for 24,770) and 50,037 (net of amortization for 17,916), respectively, capitalized in the “Intangible assets— Organization and development costs” account. This amount is related to the compliance with legal decisions on amparos. In accordance with professional accounting standards, if the amounts are realizable they should have been recorded in “Other receivables”, should not have been amortized and should have been stated at market value. If the amounts are not realizable, they should be recorded as losses.
4)     Holdings of government securities and loans to the non-financial government sector are valued in accordance with rules and regulations issued by the Federal Government and the Central Bank. Central Bank Communiqué “A” 3,911, as supplemented, establishes present-value criteria, applying regulated discount rates, for the valuation of unlisted government securities and certain receivables from the non-financial government sector.
Furthermore, the Central Bank’s rules for recognition of allowance for loan losses provide that receivables from the non-financial government sector are not subject to provisions for loan losses, 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 this regard was as follows:
  i)     As of June 30, 2005 and December 31, 2004, the Bank recorded in “Government securities— Holdings in investment accounts” and “Other receivables from financial intermediation— Securities and foreign currency to be received for spot and forward purchases pending settlement” the securities received for the compensation established by Presidential Decree No. 905/02 in the aggregate consolidated amounts of 142,263 and 145,310, respectively. Under professional accounting standards, these assets should be stated at their market values. As of June 30, 2005 and December 31, 2004, the quoted price of such compensation amounted to 124,568 and 122,414, respectively.
 
  ii)     As of June 30, 2005 and December 31, 2004, Federal Government secured bonds deriving from the exchange established by Presidential Decree No. 539/02 and other holdings of unlisted government securities were recorded in “Unlisted government securities” for a total net amount of 881,160 and 839,183. In accordance with professional accounting standards, these assets should be stated at their market values. As of June 30, 2005 and December 31, 2004, the quoted price of such bonds and/or securities amounted to 780,647 and 672,337, respectively.
 
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  iii)     As of June 30, 2005 and December 31, 2004, Government guaranteed loans deriving from the exchange established by Presidential Decree No. 1,387/01 are recorded in “Loans— To the nonfinancial government sector” for a total net amount of 641,444 and 720,026, respectively. In accordance with professional accounting standards, these assets should be stated at their market values. As of June 30, 2005 and December 31, 2004, the estimated carrying value of such loans amounted to 598,783 and 649,662, respectively.
 
  iv)     As of June 30, 2005 and December 31, 2004, the Bank booked in “Other receivables from financial intermediation— Other not covered by debtor classification regulations” the remaining rights for securities to be received for the compensation established by Presidential Decree No. 905/02 totaling 577,738 and 609,791, respectively. In accordance with professional accounting standards, these assets should be stated at their market values. As of June 30, 2005 and December 31, 2004 the quoted price of such compensation amounted to 546,837 and 533,494, respectively.
In addition, the Bank allocated the adjustments referred to in note 6 as prior-year adjustment, whereas, under professional accounting standards, such adjustments should have been charged to income for the six-month period ended June 30, 2004.
5)     The acquisition of Banco Bansud S.A. by Banco Macro S.A. gave rise originally to the recording of negative goodwill of 365,560. This resulted from the difference between the purchase price and the book value of the net equity acquired according to Central Bank’s rules. Subsequently, under Central Bank Communiqué “A” 3,984, the Bank retroactively applied the valuation and disclosure regulations established in such Communiqué and amortized, as of June 30, 2005, 70% of the aggregate amount of such goodwill (the maximum amortization allowed per annum is 20%). This negative goodwill generated gains on inflation through February 28, 2003.
In addition, the acquisition of Nuevo Banco Suquía S.A. by Banco Macro Bansud S.A. generated negative goodwill of 483, resulting from the difference between the purchase price and the value of the net assets acquired applying Central Bank’s rules.
Under professional accounting standards effective in the City of Buenos Aires, Argentina, when the cost of an investment is lower than fair value of the related identifiable assets, such difference shall be either deferred (as negative goodwill) and amortized subsequently as appropriate, on the basis of the specific circumstances of the transaction that originated such difference, or be considered a gain for the year.
b)     Disclosure aspects
There are certain disclosure differences between the criteria established by Central Bank and Argentine professional accounting standards.
6. PRIOR PERIOD ADJUSTMENTS
The statement of changes in shareholders’ equity includes adjustments to prior-year income (loss) for the additional adjustments arising from the effects of asymmetric pesification and compensations amounting to 78,297 prior to December 31, 2003.
 
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7. TRANSACTIONS WITH RELATED PARTIES
The receivables/ payables and income (loss) from transactions performed with subsidiaries and related companies according to the provisions of Law No. 19,550 are as follows:
                                                                 
            Sud   Sud                
    Nuevo       Valores   Bank &   Sud            
    Banco   Sud   S.A.   Trust   Valores   Macro   Total   Total
    Suquía   Inversiones &   Sociedad   Company   S.G.F.C.I.   Valores   June   December
    S.A.   Análisis S.A.   de Bolsa   Limited   S.A.   S.A.   2005   2004
 
ASSETS
                                                               
Cash
                      2,072                   2,072       2,131  
Loans
    231                                     231        
Other receivables from financial intermediation
    7,335             66,721       87                   74,143       14,503  
Other Receivables
    4,810                                     4,810       4,670  
                                                 
Total Assets
    12,376             66,721       2,159                   81,256       21,304  
                                                 
                                                                   
            Sud   Sud                
    Nuevo       Valores   Bank &   Sud            
    Banco   Sud   S.A.   Trust   Valores   Macro   Total   Total
    Suquía   Inversiones &   Sociedad   Company   S.G.F.C.I.   Valores   June   December
    S.A.   Análisis S.A.   de Bolsa   Limited   S.A.   S.A.   2005   2004
 
LIABILITIES
                                                               
Deposits
    1,637       970       2,032       652       32       140       5,463       5,676  
Other liabilities from financial intermediation
    7,308             39,447       87,092                   133,847       3,132  
                                                 
 
Total Liabilities
    8,945       970       41,479       87,744       32       140       139,310       8,808  
                                                 
                                                                 
            Sud   Sud                
    Nuevo       Valores   Bank &   Sud            
    Banco   Sud   S.A.   Trust   Valores   Macro   Total   Total
    Suquía   Inversiones &   Sociedad   Company   S.G.F.C.I.   Valores   June   December
    S.A.   Análisis S.A.   de Bolsa   Limited   S.A.   S.A.   2005   2004
 
MEMORANDUM ACCOUNTS
                                                               
Control debit accounts
                      109,425                   109,425       6,382  
Contingent credit accounts
    1,000                                     1,000        
                                                 
Total Memorandum Accounts
    1,000                   109,425                   110,425       6,382  
                                                 
                                                                 
            Sud   Sud                
    Nuevo       Valores   Bank &   Sud            
    Banco   Sud   S.A.   Trust   Valores   Macro   Total   Total
    Suquía   Inversiones &   Sociedad   Company   S.G.F.C.I.   Valores   June   June
    S.A.   Análisis S.A.   de Bolsa   Limited   S.A.   S.A.   2005   2004
 
INCOME/ EXPENSE
                                                               
Financial income
    147             6                             153       52  
Financial expense
    (12 )                 (1,601 )     (10 )             (1,623 )     (2,448 )
Service-charge income
    10               44               1       1       56       3  
Service-charge expense
                (24 )                             (24 )     (18 )
                                                 
Total income (expense)
    145               26       (1,601 )     (9 )     1       (1,438 )     (2,411 )
                                                 
During the six month period ended June 30, 2005 and the fiscal year ended December 31, 2004, the Bank granted loans to certain companies related to executive officers and directors of the Bank and its
 
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subsidiaries. Loans granted to those related parties as of June 30, 2005 and December 31, 2004 totaled 57,952 and 55,908, respectively. It is the Bank’s policy that such loans are granted in the ordinary course of business at normal credit terms, including interest rate and collateral requirements.
As of June 30, 2005 and December 31, 2004, the outstanding deposits of related parties were 64,316 and 36,713, respectively.
8. CAPITAL STOCK
As of June 30, 2005 and December 31, 2004, the capital structure is as follows:
                                 
Shares   Capital stock
     
    Votes    
Class   per   Issued and    
    Number   share   outstanding(1)   Paid-in(1)
 
Registered Class A shares of common stock
    11,235,670       5       11,236       11,236  
Registered Class B shares of common stock
    597,707,767       1       597,707       597,707  
                         
Total June 30, 2005 and December 31, 2004
    608,943,437               608,943       608,943  
                         
 
(1) Related to Ps. 608,943,437.
On September 26, 2005, the Regular and Special Shareholders’ Meetings of BANCO MACRO BANSUD S.A. approved a capital stock increase through the public subscription of shares for a face value of up to ARS 75,000,000 by issuing up to 75,000,000 common, class B and book-entry shares, with ARS 1 face value and entitled to one vote each. The increase would amount to 12.32% of capital stock, which would thus rise from ARS 608,943,437 to ARS 683,943,437. The new Class B shares would have the same rights as the Class B shares that are outstanding upon issuance, including the right to collect dividends. The Class B shares issued for the approved capital stock increase will be offered for public subscription in Argentina and may be offered abroad too.
9. CORPORATE BONDS
The amounts recorded in the interim consolidated financial statements related to corporate bonds are as follows:
                                   
Corporate Bonds        
         
Class   Original face value   Ref.   06/30/2005   12/31/2004
 
Subordinated corporate bonds
    USD 60,000,000       9.a )            
Subordinated corporate bonds
    USD 23,000,000       9.a )     13,949       12,665  
Subordinated corporate bonds
    USD  4,000,000       9.b )     3,640       3,751  
                         
 
Total
                    17,589       16,416  
                         
 
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Maturities of the corporate bonds as of June 30, 2005, are as follows:
         
    As June 30,
Fiscal Year   2005
 
2005
    8,475  
2006
    6,510  
2007
    651  
2008
    651  
2009
    651  
2010
    651  
       
Total
    17,589  
       
a) On February 19, 1996, the Regular and Special Stockholders’ Meeting of the former Banco Bansud S.A. authorized issuing Subordinated Corporate Bonds for up to a face value of USD 60,000,000.
After various negotiations between the parties, on April 16, 2003, the former Banco Bansud S.A. paid off at the due date, at the USD 1 = ARS 1 exchange rate, the last installment of the Subordinated Corporate Bond.
In addition, on April 12, 1995, the Regular Shareholders’ Meeting of the former Banco Macro S.A. approved creating a global program for the issuance of simple corporate bonds, subordinated or not, non-convertible into shares for up to an aggregate of USD 50,000,000, and it entrusted the Board of Directors the responsibility of setting the terms of the referenced bonds (price, form, payment and placement conditions, among others).
On July 20, 1998, the former Banco Macro S.A. received the funds related to a loan that it had requested from the F.F.C.B., now Assistance Trust Fund for Financial Institutions and Insurance (F.F.A.E.F. y S.), in the amount of USD 5,000,000, and Banco Macro Bansud S.A. issued Subordinated Corporate Bonds in order to finance the acquisition of Banco de Jujuy S.A.
Pursuant to the request made by the Bank to the F.F.C.B.’s Managing Committee on July 26, 1999, to restructure the financing previously granted, a loan agreement was executed on December 29, 1999 by B.N.A., as F.F.C.B.’s trustee, and the former Banco Macro S.A. Under such agreement, the F.F.C.B. granted the Bank a subordinated loan of USD 18,000,000, which was used by the Bank to strengthen computable equity.
The former Banco Macro S.A. undertook to repay in full the new loan convertible into subordinated corporate bonds in five annual, equal and successive instalments, the first instalment falling due on December 29, 2002. In addition, the loan will accrue compensatory interest at 180 days LIBOR plus 3% per year on balances, payable in arrears on an annual basis starting a year after the disbursement date.
On March 17, 2000, the former Banco Macro S.A. requested the C.N.V.’s authorization to issue the fifth series of subordinated corporate bonds in the amount of USD 18,000,000, under the Corporate Bonds issuance global program for an aggregate amount of USD 50,000,000 as mentioned in point b), in order to repay the loan granted by the FFCB on December 29, 1999.
As of June 30, 2005, the Bank had paid the equivalent of USD 14,800,000.
The Managing Committee of the trust fund objected to the pesification of 50% of its loans, therefore requesting re-assessment of all payments made. The former Banco Macro S.A. has submitted all necessary information to the trust fund and rejected the request of such entity.
 
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On March 8, 2004, the Managing Committee of the F.F.R.E. (Fondo Fiduciario para Reconstrucción de Empresas— Enterprise Reconstruction Trust Fund), through B.N.A. in its capacity as trustee for such fund, notified the former Banco Macro S.A. that it had rejected the appeals that such bank had filed against such Committee’s decision of May 28, 2003 (Records of Proceedings No. 88) and thus confirmed the original decision. On May 12, 2004, the Bank amplified the refutation grounds presented to the Managing Committee of the trust fund.
The Ministry of Economy and Production, by Resolution No. 25 of January 17, 2005, rejected the administrative appeal that the Bank had brought against the abovementioned Record of Proceedings No. 88 of May 28, 2003, and stated that such resolution exhausted all administrative proceedings and opened the possibility of recourse to the courts.
The Bank believes that there are ample grounds to consider inappropriate and inapplicable the decision adopted by the Trust Fund’s Managing Committee and supported by the resolution of the Ministry of Economy and Production. However, pursuant to such resolution, the Bank has recorded provisions that reflect the probable increase in the amount payable by the Bank.
In the opinion of the Bank’s Management and under Law No. 25,561 these obligations were pesified at the USD1 = Ps.1 exchange rate and accrue C.E.R. adjustment as from February 3, 2002. Consequently, as of June 30, 2005, the Bank carried these payables in the “Subordinated Corporate Bonds” account for 8,200 in principal plus 5,749 in interest and C.E.R. adjustment accrued through year-end. In addition, the Bank carries the above mentioned adjustment in Liabilities, in the “Provisions— Other Contingencies” account.
b) The Special Shareholders’ Meeting of Banco de Salta S.A. (bank merged with and into the former Banco Macro S.A.) held on January 20, 1997, 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 executed with Banco Provincial de Salta (in liquidation) on June 28, 1996. As required by the bank, through Resolution No. 1006, dated December 19, 1997, the C.N.V. authorized the entry of Banco de Salta S.A. into the public offering regime 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 C.N.V. authorized the transfer in favor of Banco Macro Misiones S.A. (bank merged with and into the former Banco Macro S.A.), of the authorization granted to 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 Banco de Salta S.A. for the public offering of its corporate bonds.
As of June 30, 2005, the former Banco Macro S.A. had paid the equivalent of USD 1,800,000.
10. ITEMS IN CUSTODY— PORTFOLIO MANAGEMENT
On June 7, 2005, a trust agreement was executed with Banco de Valores S.A., as trustee, whereby “Macro Personal V” trust was set up. To such end, class “A” and “B” certificates of participation were issued for a face value of 59,524 and 10,504, respectively.
As of June 30, 2005, the portfolio managed by the Bank amounts to 59,956.
11. TRUST ACTIVITIES
Banco Macro Bansud S.A., either directly or through its subsidiary Sud Inversiones & Análisis S.A., acts as trustee. In no case, will the trustee be liable with its own assets or for any obligations undertaken in the performance of the trust. These obligations do not constitute any debt for the trustee and will be satisfied only with the corpus assets. Additionally, the trustee may not levy any
 
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encumbrance on the corpus assets or dispose of them beyond the limits set forth in the above mentioned trust agreements. The fees earned by the Bank in its capacity as trustee are calculated under the terms of the respective trust agreements.
As of June 30, 2005, the new trust (ONEXT Financial Trust) where the Bank or its subsidiary acts as trustee, is as follows:
The purpose of the trust is to provide enough guarantees for the repayment of the loan granted by the Bank to Dalvian House S.A., Conjunto los Cerros S.A. and Dalvian Constructora S.A.
Consequently, on May 19, 2005, a trust agreement was executed by Banco Macro Bansud S.A., Banco Credicoop Cooperativo Limitado, Dalvian House S.A. and Conjunto los Cerros S.A., in their capacities as trustors, parties of the first part and Sud Inversiones & Análisis S.A., in its capacity as trustee, party of the second part, Dalvian House S.A., in its capacity of Dalvian Constructora, party of the third part and Tecan Austral S.A., party of the fourth part, whereby the “ONEXT Financial Trust” was set up, by virtue of which the trustors conveyed the fiduciary ownership of the following:
  (i)  Macro Bansud: the amount of 16,060 to the trust account.
  (ii)  Credicoop: the amount of 16,060 to the trust account.
  (iii)  Dalvian House: the plots of land owned, including: a) the right to obtain and use the authorizations and any type of permissions in connection with such plots of land; and b) the prospective sale price and/or any other way of legal divestiture thereof.
  (iv)  Conjunto los Cerros: the plots of land owned, including: a) the right to obtain and use the authorizations and any type of permissions in connection with such plots of land; and b) the prospective sale price and/or any other way of legal divestiture thereof.
The trust issued debt securities of 32,120 and certificates of participation (the collection of which is subordinated to the payment of the debt securities issued) of 48,947.
The Bank recorded its holding of debt securities issued by the Trust in “Other Receivables from financial intermediation” at acquisition cost, plus interest accrued through period-end of 16,278. These debt securities represent the legal instrument whereby Banco Macro Bansud S.A. (beneficiary) is entitled to the proceeds from the trust’s assets.
12.     RESTRICTION ON EARNINGS DISTRIBUTION
12.1. Through Communiqué “A” 4,152, the Central Bank provided that those institutions that wish to distribute earnings must request Argentine Superintendency of Financial and Foreign Exchange Institutions (S.E.F. y C.’s) prior authorization and meet the requirements set forth in such Communiqué.
12.2. Under the agreements executed with the Trust Fund for Assistance to Financial Institutions and Insurance Companies (F.F.A.E.F.y S.), Banco Macro Bansud may not distribute as cash dividends (i) an amount exceeding 50% of liquid and realized income or (ii) an amount exceeding 25% up to 50% of liquid and realized income (as defined in regulations), unless it redeems in advance subordinated corporate bonds for an amount equivalent to 50% of the total cash dividends distributed.
12.3. 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 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.
 
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12.4. Banco Macro Bansud may only pay dividends after making the appropriations required by the law and the Bank’s by laws. Additionally, Banco Macro Bansud may not pay dividends related to the difference between the book value and quoted price of the Federal Government Bonds in US dollars at LIBOR maturing in 2012 (Boden 2012) received under Presidential Decree No. 905/02, Title VI, sections 28 and 29, which was 17,695 at June 30, 2005.
12.5. As established in Central Bank Communiqué “A” 4,295, to determine the amounts to be distributed it will be necessary to deduct the assets recorded by Banco Macro Bansud for minimum presumed income tax from unappropriated retained earnings. Such balance amounted to 43,619.
13. BANK CHECKING-ACCOUNT REGULATIONS
Under Law No. 24,760 and Central Bank Communiqué “A” 2,514, as supplemented, regulating bank checking accounts, a system of penalties was established for those financial institutions that, at any time after January 13, 1997, maintained checking accounts open when they should have been closed or opened checking accounts for disqualified holders.
Enforcing Communiqué “A” 2,909 and under Presidential Decree No. 347/99, the Central Bank required financial institutions that, through error or omission, had maintained open checking accounts of disqualified individuals or legal persons, from January 13, 1997, through April 16, 1999, and that had not been previously reported, file a brief reporting the total amount payable on account of the cases detected, with a 15 floor and a 2,000 cap, taking into account the amounts already paid in such respect. The Bank duly complied with this requirement.
Due to an injunction ordered in a legal action to which the former Banco Bansud S.A. is not a party and which put a stay on the effects of the above mentioned decree, the Central Bank demanded payment of the amount previously reported by the former Banco Bansud S.A., as mentioned in the preceding paragraph. In view of this situation, on October 21, 1999, the Bank paid the amount of 344 (not restated) assessed on the basis established by the Presidential Decree No. 347/99. Additionally the Bank addressed a letter to the oversight agency requesting that the latter reconsider the decision to claim the full amount reported by the Bank, until a definitive judgment had given legal certainty that the decree was valid and effective.
Subsequently, the former Banco Bansud S.A. filed with different courts requesting them to issue an injunction to maintain the status quo against the Central Bank in connection with the collection of such fines.
Management believes that it is not probable that these issues will result in additional losses and therefore no additional amounts have been accrued.
14. CLAIMS FROM THE A.F.I.P— D.G.I (FEDERAL PUBLIC REVENUE ADMINISTRATION— FEDERAL TAX BUREAU)
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 payment in instalment plan system provided by Presidential Decree No. 1,384/01 to settle the taxes payable assessed by the authorities ex-officio according to a resolution of December 19, 2001. The abovementioned claim related to income tax differences of the former Banco del Sud for the 1993 and 1994 tax years, and it was based on having challenged certain methods applied that, in the former Banco Bansud S.A.’s opinion, were consistent with the guidelines set by the relevant regulations.
The amount the Bank has requested to settle is 10,780 in 120 monthly instalments. The amount in question was charged to expense in year ended December 31, 2001. As of June 30, 2005, the unpaid instalments of such settlement were recorded in the “Other liabilities” account.
 
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Between 2002 and 2004, the former Banco Bansud S.A. and Banco Macro Bansud S.A. filed appeals and administrative remedies with the Federal Administrative Tax Court against A.F.I.P.— D.G.I. against resolutions which, in accordance with the position mentioned in the preceding paragraphs, had questioned the tax calculation for fiscal years 1995 through 1998.
The issue under discussion and on which the A.F.I.P. bases its position, that is, the requirement that court-enforced collection proceedings before a court must have been started for unpaid loans to be deducted from income tax, has been recently addressed by the Federal Administrative Tax Court, which ruled that this is not the only condition that would permit such deduction.
Management believes that it is not probable that these issues will result in additional losses and therefore no additional amounts have been accrued.
15. BALANCES IN FOREIGN CURRENCY
The balances of assets and liabilities denominated in foreign currency are as follows:
                 
    As of June 30,   As of December 31,
    2005   2004
 
ASSETS
               
Cash and due from banks
    580,631       715,907  
Government and private securities
    109,193       116,347  
Loans
    542,396       361,549  
Other receivables from financial intermediation
    712,334       763,920  
Investments in other companies
    96,389       99,893  
Other receivables
    14,261       25,439  
             
Total
    2,055,204       2,083,055  
             
LIABILITIES
               
Deposits
    1,057,942       1,008,586  
Other liabilities from financial intermediations
    585,329       404,543  
Other liabilities
    851       930  
Items pending allocation
    498       48  
             
Total
    1,644,620       1,414,107  
             
16. INTEREST-BEARING DEPOSITS WITH OTHER BANKS
16.1 Included in “Cash and Due from Banks” there are: (a) interest-bearing deposits with the B.C.R.A. totaling 523,213 and 625,906 as of June 30, 2005 and December 31, 2004, respectively and (b) interest-bearing deposits in foreign banks totaling 145,572 and 360,206 as of June 30, 2005 and December 31, 2004, respectively.
The interest-bearing deposits with the B.C.R.A. yielded a nominal annual interest rate of 2.55% and 2.05% as of June 30, 2005 and December 31, 2004, respectively, and the interest-bearing deposits in foreign banks yielded a nominal annual interest rate of approximately 2.89% and 2.00% as of June 30, 2005 and December 31, 2004, respectively.
16.2 Included in “Other Receivables from Financial intermediation” there are other interest-bearing deposits with B.C.R.A. totaling 106,599 and 98,339 as of June 30, 2005 and December 31, 2004, respectively.
 
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17. GOVERNMENT AND PRIVATE SECURITIES
                   
    As of June 30,   As of December 31,
    2005   2004
 
GOVERNMENT SECURITIES
               
Holdings in investment accounts
               
In foreign currency:
               
 
Federal government bonds in USD at LIBOR, maturity 2012— Compensation (BODEN 2012)
    53,018       53,856  
             
Subtotal holdings in investment accounts
    53,018       53,856  
             
Holdings for trading or financial intermediation
               
In pesos:
               
 
Province of Salta consolidation bonds in pesos
    216       17  
 
Consolidation bonds of social security payables in pesos
    8,103       11,557  
 
Federal government bonds (maturity 2007, 2008 and 2014) (BODEN 2007, BODEN 2008 and BODEN 2014)
    4,708       1,277  
 
Consolidation bonds in pesos
    4,347       5,649  
 
Discount in Pesos
    41,611        
 
Secured bonds Decree 1,579/02
    8,081       18,351  
 
Province of Tucumán
    186        
 
Par in Pesos
    2,168        
 
Other
    77       852  
             
Subtotal holdings for trading or intermediation— In pesos
    69,497       37,703  
             
In foreign currency:
               
 
Argentine Republic external bonds
          1,271  
 
Treasury Bill— Maturity 2005
    3,354        
 
Federal government bonds— (maturity 2005, 2006, 2012 and 2013)
    45,297       47,415  
 
Consolidation bonds
          1,298  
 
Other
    52       1,253  
             
Subtotal holding for trading or intermediation— In foreign currency
    48,703       51,237  
             
Subtotal holding for trading or financial intermediation
    118,200       88,940  
             
Unlisted government securities
               
In pesos:
               
 
Tax credit certificates under Decree 2,217/02AM, maturity 04/09/02
    4,903       11,441  
 
Argentine Republic external bills coupons
          2,089  
 
Federal government bonds— survey rate— 3rd Series
          19  
 
Secured bonds Decree 1,579/02
    862,679       819,498  
 
Bonds issued by the Municipality of Bahía Blanca at 13.75%
    1,435       2,257  
 
Discount in Pesos
    12,049        
 
Other
    181       282  
             
 
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    As of June 30,   As of December 31,
    2005   2004
 
Subtotal unlisted government securities— In pesos
    881,247       835,586  
In foreign currency:
               
 
Argentine Republic external bills coupons
          3,597  
             
Subtotal unlisted government securities— In foreign currency
          3,597  
             
Subtotal unlisted government securities
    881,247       839,183  
             
Instruments issued by the Central Bank of Argentina
               
In pesos:
               
 
Listed Central Bank external bills (LEBAC)
    1,481,199       994,944  
 
Unlisted Central Bank external bills (NOBAC)
    213,179       102,636  
             
Subtotal instruments issued by the Central Bank of Argentina
    1,694,378       1,097,580  
             
Total government securities
    2,746,843       2,079,559  
             
PRIVATE SECURITIES
               
Investments in listed private securities
               
 
Shares
    8,723       3,951  
 
Corporate bonds
    15,260       14,872  
 
Debt securities in financial trusts
    2,908       10,069  
 
Certificates of participation in financial trusts
    33,407       757  
 
Mutual Funds
    4,088        
             
Total private securities
    64,386       29,649  
             
Total government and private securities, before allowances
    2,811,229       2,109,208  
             
Allowances
    (1,199 )     (2,471 )
             
Total government and private securities
    2,810,030       2,106,737  
             
 
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Following is a table showing maturities for Government and private securities as of June 30, 2005:
                                           
    Maturing
     
        After 5 years    
    Within   After 1 year but   but within 10   After 10    
    1 year   within 5 years   years   years   Total
 
Government securities
                                       
In pesos:
                                       
Holding for trading or financial intermediation
    2,012       10,275       10,672       46,538       69,497  
 
Province of Salta Consolidation In pesos
    61       154       1             216  
 
Consolidation bonds of social security payables in pesos
    431       5,151       2,521             8,103  
 
Federal government bonds (maturity 2007, 2008 and 2014)
    532       591       3,585             4,708  
 
Consolidation bonds in pesos
    573       2,664       1,029       81       4,347  
 
Secured bonds Decree 1,579/02
    392       1,643       3,457       2,589       8,081  
 
Discount in Pesos
                      41,611       41,611  
 
Par in Pesos
                      2,168       2,168  
 
Province of Tucuman
    10       38       79       59       186  
 
Other debt bonds
    13       34             30       77  
Unlisted government securities
    44,006       175,652       368,532       293,057       881,247  
 
Secured bonds Decree 1,579/02
    42,942       175,158       368,532       276,047       862,679  
 
Tax credit certificates under Decree 2,217/02AM, maturity 04/09/02
                      4,903       4,903  
 
Discount in Pesos
                      12,049       12,049  
 
Bonds issued by the Municipality of Bahía Blanca at 13.75%
    960       475                   1,435  
 
Other debt bonds
    104       19             58       181  
Instruments issued by the Central Bank of Argentina
    1,312,681       381,697                   1,694,378  
 
Listed Central Bank external bills
    1,115,754       365,445                   1,481,199  
 
Unlisted Central Bank external bills
    196,927       16,252                   213,179  
                               
Total government securities in pesos
    1,358,699       567,624       379,204       339,595       2,645,122  
                               
 
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    Maturing
     
        After 5 years    
    Within   After 1 year but   but within 10   After 10    
    1 year   within 5 years   years   years   Total
 
In foreign currency:
                                       
Investment account
    8,600       25,381       19,037             53,018  
Federal government bonds in USD at LIBOR, maturity 2012— Compensation (BODEN 2012)
    8,600       25,381       19,037             53,018  
Holding for trading or financial intermediation
    23,631       13,212       11,808       52       48,703  
Federal government bonds— (maturity 2006, 2012 and 2013)
    20,277       13,212       11,808             45,297  
Treasury Bill (maturity 2005)
    3,354                         3,354  
Other debt bonds
                      52       52  
                               
Total government securities in foreign currency
    32,231       38,593       30,845       52       101,721  
                               
Total government securities
    1,390,930       606,217       410,049       339,647       2,746,843  
                               
                                         
    Maturing
     
        After 5 years    
    Within   After 1 year but   but within 10   After 10    
    1 Year   within 5 Years   Years   Years   Total
 
Corporate bonds
    11,009       3,797       454               15,260  
Debt securities in financial trusts
    2,787       121                   2,908  
Certificates of participation in financial trusts
    24,678       8,729                   33,407  
Mutual Funds
    4,088                               4,088  
Shares
    8,723                         8,723  
                               
Total private securities
    51,285       12,647       454             64,386  
                               
Total government and private securities, before allowances
    1,442,215       618,864       410,503       339,647       2,811,229  
                               
Allowances
                                    (1,199 )
                               
Total government and private securities
                                    2,810,030  
                               
18. LOANS
Description of certain categories of loans in the accompanying Balance Sheets include:
  Financial government sector: loans to the government sector, excluding government owned financial institutions;
 
  Financial sector: short-term loans to other banks and short-term loans from foreign branches to banks outside Argentina.
  Non financial private sector and foreign residents: loans given to the private sector (excluding financial institutions) and residents outside Argentina.
 
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The classification of the loan portfolio in this regard was as follows:
                 
    As of   As of
    June 30,   December 31,
    2005   2004
 
Non-financial government sector
    701,957       809,577  
Financial sector
    158,644       81,812  
Non-financial private sector and foreign residents
               
Commercial
               
—With Senior “A” guarantees
    37,399       13,707  
—With Senior “B” guarantees
    148,822       214,308  
—Without Senior guarantees
    1,245,770       1,139,969  
Consumer
               
—With Senior “A” guarantees
    11,154       8,622  
—With Senior “B” guarantees
    373,548       347,982  
—Without Senior guarantees
    634,525       484,408  
Less: Allowance
    (173,676 )     (225,340 )
             
Total loans, net of allowance
    3,138,143       2,875,045  
             
Senior “A” guarantees consist mainly of cash guarantees, gold guarantees, warrants over primary products and other forms of self-liquidating collateral.
Senior “B” guarantees generally consist of mortgages and other forms of collateral pledged to secure the loan amount.
“Without senior guarantees” consist, in general, of unsecured third-party guarantees.
A breakdown of total loans by geographical location of borrowers is as follows:
                 
    As of   As of
    June 30,   December 31,
    2005   2004
 
Argentina
    3,257,917       3,087,000  
Chile
    5       7  
Ecuador
    1       4  
Thailand
    3,585       2,651  
Taiwan
    685       637  
United States of America
    26,043       1,054  
Brazil
    366       207  
Uruguay
    8,580       8,825  
United Kingdom
    14,498        
Malasya
    60        
Sweden
    79        
Less: Allowances
    (173,676 )     (225,340 )
             
Total loans, net of allowances
    3,138,143       2,875,045  
             
 
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A breakdown of total loans by sector activity classified according to the principal business of the borrowers is as follows:
                 
    As of   As of
    June 30,   December 31,
Economic Activity   2005   2004
 
Agricultural livestock— Forestry— Fishing— Minery— Hunting
    389,705       261,078  
Foodstuff and beverages
    209,469       190,586  
Mass productions of products
    64,595       119,193  
Chemicals
    94,031       100,356  
Other
    963,273       759,110  
Electricity, oil, water
    16,030       16,746  
Construction
    138,008       90,236  
Retail and consumer products
    252,359       282,367  
Governmental services
    757,812       860,039  
Financial sector
    321,400       326,924  
Real estate, business and leases
    105,137       93,750  
             
Total loans
    3,311,819       3,100,385  
Less: Allowances
    (173,676 )     (225,340 )
             
Total loans, net of Allowances
    3,138,143       2,875,045  
             
19. ALLOWANCES FOR LOAN LOSSES AND OTHER RECEIVABLES FROM FINANCIAL INTERMEDIATION
                 
    As of   As of
    June 30,   December 31,
    2005   2004
 
Loans:
               
Balance at the beginning of the fiscal year
    225,340       56,279  
Allowance for loan losses
    28,804       36,467  
Allowances for loan losses for purchased loans
          21,329  
Allowances for loan losses from acquisition of Nuevo Banco Suquia S.A. 
          143,457  
Write offs
    (53,402 )     (32,164 )
Recoveries
    (27,066 )     (28 )
             
Balance at the end of the Period/ Fiscal Year
    173,676       225,340  
             
                 
    As of   As of
    June 30,   December 31,
    2005   2004
 
Other receivables from financial intermediation:
               
Balance at the beginning of the fiscal year
    107,530       134,145  
Provision for other receivables for financial intermediation losses
    6,667       716  
Provision for other receivables for financial intermediation losses from acquisition of Nuevo Banco Suquía S.A. 
          102,767  
Write offs
    (71,209 )     (130,098 )
Recoveries
    (7,598 )      
             
Balance at the end of the Period/ Fiscal Year
    35,390       107,530  
             
 
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20. OTHER RECEIVABLES FROM FINANCIAL INTERMEDIATION
The breakdown of other banking receivables by guarantee type is as follows:
                 
    As of   As of
    June 30,   December 31,
Description   2005   2004
 
With preferred guarantees
    83,522       521,013  
Without preferred guarantees
    1,619,790       1,385,741  
Allowances
    (35,390 )     (107,530 )
             
      1,667,922       1,799,224  
             
The breakdown of private securities recorded in Other receivables by financial intermediation is as follows:
                 
    As of   As of
    June 30,   December 31,
Description   2005   2004
 
Corporate bonds— Unlisted
    916       928  
Debt securities in financial trusts— Unlisted
    53,136       33,106  
Certificates of participation in financial trusts— Unlisted
    108,049       88,907  
             
Total investments in unlisted private securities
    162,101       122,941  
             
As of June 30, 2005, maturities for the private securities disclosed above are as follows:
                                         
    Maturing
     
        After 1 year   After 5 years    
    Within   but within 5   but within 10   After 10    
    1 Year   Years   Years   Years   Total
 
Corporate bonds— Unlisted
    11       534       371             916  
Debt securities in financial trusts— Unlisted
    30,499       20,856       1,781             53,136  
Certificates of participation in financial trusts— Unlisted
    22,288                   85,761       108,049  
                               
Total investments in unlisted private securities
    52,798       21,390       2,152       85,761       162,101  
                               
The Bank enters into forward transactions related to government securities and foreign currencies. The Bank recognizes cash, security or currency amount to be exchanged in the future as a receivable and payable at the original transaction date.
 
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The assets and liabilities related to such transactions are as follows:
                   
    As of   As of
    June 30,   December 31,
Description   2005   2004
 
Amounts receivable from spot and forward sales pending settlement
               
 
Receivables from repurchase agreements of government securities
    322,408       637,782  
 
Receivable from spot sales of government and private securities pending settlement
    117,761       40,378  
 
Receivables from other repurchase agreements
          1,151  
 
Receivables from forward sales of government securities
    2,690       54,684  
 
Receivables from spot sales of foreign currency
    4,334        
 
Receivables from other forward sales
    40,041        
             
      487,234       733,995  
             
Securities and foreign currency receivable from spot and forward purchases pending settlement
               
 
Forward purchases of securities under repurchase agreements
    202,105       202,334  
 
Spot purchases of government and private securities pending settlement
    74,565       3,638  
 
Spot purchases of foreign currency
    14,454          
 
Other spot purchases
    17,004       589  
             
      308,128       206,561  
             
Amounts payable for spot and forward purchases pending settlement
               
 
Payables for forward purchases of securities under repurchase agreements
    123,434       126,762  
 
Payables for spot purchases of government securities pending settlement
    34,727       3,631  
 
Payables for spot purchases of foreign currency pending settlement and forward purchases of foreign currency
    14,450       1  
 
Payables under repo transactions
    24,954       22,678  
 
Payable for spot purchases of government and private securities awaiting settlement
    18,908       589  
             
      216,473       153,661  
             
Securities and foreign currency to be delivered under spot and forward sales pending settlement
               
 
Forward sales of government securities under repurchase agreements
    359,280       690,539  
 
Spot sales of government and private securities pending settlement
    121,504       3,212  
 
Forward sales of government securities under other repurchase agreements
    6,095       1,551  
 
Forward sales of government securities
    5,817       58,870  
 
Spot sales of foreign currency
    4,336        
 
Other forward Sales
    35,910        
             
      532,942       754,172  
             
21. DEPOSITS AND OTHER LIABILITIES FROM FINANCIAL INTERMEDIATION
21.1 Deposits
The aggregate amount of time deposits and investment accounts exceeding Ps.100 or more as of June 30, 2005 is 2,522,000.
 
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21.2 Central Bank of Argentina
The Bank borrowed funds under various credit facilities from the Central Bank for specific purposes, as follows:
                                                 
    As of June 30, 2005   As of December 31, 2004
         
    Principal   Interest   Rate   Principal   Interest   Rate
 
Short- term liabilities
    8,261       24,449       3.55 %     72,162       13,514       4.11 %
Long- term liabilities
    125,331       77,945       3.62 %     329,561       70,030       4.18 %
                                     
Total
    133,592       102,394 (1)             401,723       83,544          
                                     
 
(1) As of June 30, 2005, “Interest” includes 11,139 related to accrued interest and adjustments on the above mentioned liabilities, booked in “Accrued interest, adjustments, foreign exchange and quoted price differences payable” account.
Maturities of the long-term liabilities in the table above for each of the following Periods are as follows:
         
    As of
    June 30,
Periods   2005
 
2006
     
2007
    29,876  
2008
    28,900  
2009
    28,900  
2010
    28,900  
As from 2010
    86,700  
       
Total
    203,276  
       
21.3    Banks and international institutions
                                                 
    As of June 30, 2005   As of December 31, 2004
         
    Principal   Interest   Rate   Principal   Interest   Rate
 
Short- term liabilities
    396       3,627       0.81 %     13,017       230       3.42 %
Long- term liabilities(1)
    144,540             5.61 %     1,651             2.98 %
                                     
Total
    144,936       3,627               14,668       230          
                                     
 
(1) In January, 2005 the Bank obtained a USD 50 million loan from Credit Suisse First Boston with an 18-month term at the LIBOR rate plus 2.7%. The loan agreement includes restrictions, principally related to the compliance of the payments established. Likewise, the loan agreement contains other restrictions connected to the fulfillment of financial ratios. As of June 30, 2005 the Bank had duly complied with the obligations assumed with the loan.
Accrued interest and adjustments are included in the “Accrued interest, adjustments, foreign exchange and quoted price differences payable” account. Amounts are unsecured.
 
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21.4    Financing received from Argentine financial institutions
The Bank borrowed funds under various credit facilities from the Central Bank for specific purposes, as follows:
                                                 
    As of June 30, 2005   As of December 31, 2004
         
    Principal   Interest   Rate   Principal   Interest   Rate
 
Short- term liabilities
    28,553       3,251       3.82 %     32,021       673       2.49 %
Long- term liabilities
    23,743       14,478       3.00 %     24,814       14,945       2.05 %
                                     
Total
    52,296       17,729               56,835       15,618          
                                     
Accrued interest and adjustments are included in “Accrued interest, adjustments,, foreign exchange and quoted price differences payable” under the “Other liabilities from financial intermediation” in the accompanying consolidated balance sheets. Amounts are unsecured.
Maturities of the long-term liabilities in the table above for each of the following Periods are as follows:
         
    As of
    June 30,
Periods   2005
 
2006
     
2007
    2,567  
2008
    1,927  
2009
    1,927  
2010
    2,248  
2011
    2,891  
2012
    2,891  
2013
    2,891  
2014
    3,501  
2015
    4,722  
2016
    4,722  
2017
    4,722  
2018
    3,212  
       
      38,221  
       
 
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22. PROVISION
Provisions— Contingencies and Commitments
Following is a rollforward of the allowance recoded under Central Bank’s rules to cover contingent losses related to loan commitments. These amounts have been accrued in accordance with Central Bank’s rules, which are similar to SFAS No. 5.
                 
    As of   As of
    June 30,   December 31,
    2005   2004
 
Balance at the beginning of the fiscal year
    3,120       5,342  
Provision for contingent commitments losses
    405       843  
Allowances for contingent commitments losses from acquisition of Nuevo Banco Suquía S.A. 
          48  
Reversals
    (301 )     (3,113 )
Monetary gain generated on allowances
           
             
Balance at the end of the Period
    3,224       3,120  
             
Provisions— Negative Goodwill
Following is the rollforward of the amounts recorded to cover the difference between the purchase price and the book value of the net equity acquired of Banco Bansud and Nuevo Banco Suquía S.A. (from December 22, 2004):
                 
    As of   As of
    June 30,   December 31,
    2005   2004
 
Balance at the beginning of the fiscal year
    146,707       219,336  
Allowances— Nuevo Banco Suquía S.A. 
          483  
Amortization— ex Banco Bansud S.A. 
    (36,556 )     (73,112 )
             
Balance at the end of the Period/ Fiscal Year
    110,151       146,707  
             
Provisions— Other loss contingencies
Principally includes labor litigation and customer and other third-parties claims. The amounts have been accrued in accordance with Central Bank’s rules, which are similar to SFAS No. 5.
                 
    As of   As of
    June 30,   December 31,
    2005   2004
 
Balance at the beginning of the fiscal year
    75,872       60,450  
Provision for other contingent losses
    14,064       3,211  
Provision for other contingent losses from acquisition of Nuevo Banco Suquía S.A. 
            16,948  
Write off
    (1,455 )     (1,492 )
Reversals
    (1.956 )     (3,245 )
             
Balance at the end of the Period/ Fiscal Year
    86,525       75,872  
             
Total of provisions
    199,900       225,699  
             
 
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23. MINIMUM CAPITAL REQUIREMENTS
Under Central Bank’s rules, the Bank is required to maintain individual and consolidated minimum levels of equity capital (“minimum capital”). As of June 30, 2005 and December 31, 2004, the consolidated minimum capital is based upon risk-weighted assets and also considers interest rate risk and market risk. The required consolidated minimum capital and the consolidated Bank’s capital calculated under the Central Bank’s rules are as follows:
                         
            Excess of actual
    Required       minimum capital
    minimum   Computable   over required
    capital   capital   minimum capital
 
June 30, 2005
    369,565       1,368,780       999,215  
December 31, 2004
    250,780       1,361,237       1,110,457  
24. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The Bank enters into various transactions involving off-balance-sheet financial instruments. These instruments could be used to meet the risk management, trading and financing needs of customers or for the Bank’s proprietary trading and asset and liability management purposes, and could be subject to varying degrees of credit and market risk. Credit risk and market risk associated with on- and off-balance-sheet financial instruments are monitored on an aggregate basis.
The Bank uses the same credit policies in determining whether to enter or extend call and put option contracts, commitments, conditional obligations and guarantees as it does for granting loans.
Derivatives
In the normal course of business, the Bank enters into a variety of transactions principally in the foreign exchange and stock markets. Most counterparts in the derivative transactions are banks and other financial institutions.
These instruments include:
  Options: they confer the right to the buyer, but no obligation, to receive or pay a specific quantity of an asset or financial instrument for a specified price at or before a specified date. Options may be traded on a stock exchange or under Over-the-Counter (OTC) agreements.
 
  Forwards: they are agreements to deliver or take delivery at a specified rate, price or index applied against the underlying asset or financial instrument, at a specific date. Forwards are traded on stock exchange at standardized amounts of the underlying asset or financial instrument.
Pursuant to Central Bank’s rules, forward transactions must be recorded under “Other receivables from financial intermediations” and “Other liabilities from financial intermediations” in the accompanying consolidated balance sheets and they were valued as mentioned in note 5.4.i) (accrual method).
The notional contractual amount of these instruments represents the volume of outstanding transactions and do not represent the potential gain or loss associated with the market or credit risk of such transactions. The market risk of derivatives arises from the potential for changes in value due to fluctuations in market prices.
The credit risk of derivatives arises from the potential of the counterparty to default on its contractual obligations. The effect of such a default varies as the market value of derivative contracts changes. Credit exposure exists at a particular point in time when a derivative has a positive market value. The Bank attempts to limit its credit risk by dealing with creditworthy counterparts and obtaining
 
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collateral, where appropriate. The following table shows, the notional value of outstanding forward contracts as of June 30, 2005 and December 31, 2004:
                 
    As of   As of
    June 30,   December 31,
    2005   2004
 
Put options taken
    10,278       10,453  
Forward sales of foreign exchange
          22,304  
Forward purchases of foreign exchange
          22,304  
Put options sold
    118,617       122,055  
Credit-related financial instruments
The Bank’s exposure to credit loss in the event of the counterparts’ failure to fulfill the commitments to extending credit, guarantees granted and foreign trade acceptances is represented by the contractual notional amount of those investments.
A summary of credit exposure related to these items is shown below(*):
                 
    As of   As of
    June 30,   December 31,
    2005   2004
 
Unused portion of loans granted per debtors classification regulations
    25,756       22,702  
Other guarantees provided covered by debtors classification regulations
    95,612       90,285  
 
(*) A significant portion of the Bank’s guarantees as of June 30, 2005 and December 31, 2004 have a remaining maturity of less than one year.
The Bank accounts for checks drawn thereon and on other banks, as well as other items in process of collection, such as notes, bills and miscellaneous items, in memorandum accounts until the related item clears or is accepted. In Management’s opinion, no significant risk of loss exists on these clearing transactions. The amounts of clearing items in collection process are as follows:
                 
    As of   As of
    June 30,   December 31,
    2005   2004
 
Checks drawn on the Bank pending clearing
    211,905       261,096  
Checks drawn on other Banks
    115,736       92,873  
25. SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN CENTRAL BANK’S RULES AND UNITED STATES ACCOUNTING PRINCIPLES
The following is a description of the significant differences between Central Bank’s rules followed in the preparation of the Bank’s financial statements and those applicable in the United States under generally accepted accounting principles (“U.S. G.A.A.P.”). “SFAS” shall refer to Statements of Financial Accounting Standards.
25.1 Income taxes
a)     As explained in note 4, Central Bank’s rules do not require the recognition of deferred tax assets and liabilities and, therefore, income tax is recognized on the basis of amounts due in accordance with Argentine tax regulations and no deferred tax and liabilities are recognized.
For purposes of U.S. G.A.A.P. reporting, the Bank applies SFAS No. 109 “Accounting for income taxes”. Under this method, income tax is recognized based on the liability method whereby deferred
 
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tax assets and liabilities are recorded for temporary differences between the financial reporting and tax basis of assets and liabilities at each reporting date. SFAS No. 109 requires that an allowance for deferred tax assets be provided to the extent that it is more likely than not that they will not be realized, based on the weight of available evidence.
Deferred tax assets and liabilities are summarized as follows:
                     
    As of June 30,
     
Description   2005   2004
 
Deferred tax assets:
               
 
Governments and private securities valuation
          38,430  
 
Loans
    64,302       23,294  
 
Intangible assets
    13,015       14,720  
 
Allowance for loss contingencies
    33,590       11,765  
 
Net tax loss carry forwards
    168,842       81,636  
 
Other
    4,192       1,181  
             
   
Total deferred assets
    283,941       171,026  
             
Deferred tax liabilities:
               
 
Governments and private securities valuation
    (7,071 )      
 
Property, equipment and other assets
    (42,619 )     (45,447 )
 
Foreign exchange difference
    (4,540 )      
 
Other
          (325 )
             
   
Total deferred liabilities
    (54,230 )     (45,772 )
             
Deferred tax asset
    229,711       125,254  
             
Allowance for deferred tax assets
    (111,736 )     (71,486 )
             
Net deferred tax assets under U.S. G.A.A.P
    117,975       53,768  
             
As of June 30, 2005, the consolidated tax loss carry forwards of 482,406 are as follows:
         
Expiration Year   Amount
 
2006
    650  
2007
    211,327  
2008
    187,309  
2009
    83,120  
       
      482,406  
       
The evolution of the net deferred tax assets as of June 30, 2005 and 2004 is summarized as follows:
                 
    2005   2004
 
Net deferred tax assets at the beginning of the year
    128,474       47,245  
Net deferred tax assets acquired on business combinations
           
Amount recorded in comprehensive income
    (10,996 )     (701 )
Deferred tax benefit for the period
    497       7,224  
             
Net deferred tax assets as of June 30, 2005 and 2004
    117,975       53,768  
             
 
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The following table accounts for the difference between the actual tax provision and the amounts obtained by applying the statutory income tax rate in Argentina to income before income tax in accordance with U.S. G.A.A.P.:
                   
    As of June 30,
     
Description   2005   2004
 
Pre-tax income in accordance with U.S. G.A.A.P
    102,456       58,839  
Statutory income tax rate
    35.00 %     35.00 %
             
Tax on net income at statutory rate
    35,860       20,594  
Permanent differences at the statutory rate:
               
 
—Variation of allowances
    1,805       (31,135 )
 
—Income not subject to income tax
    (21,037 )     (4,374 )
 
—Others
    (16,495 )     8,058  
             
Income tax in accordance with U.S. G.A.A.P
    133       (6,857 )
             
The following table accounts for the difference between the actual tax provision under Central Bank regulations and the total income tax expense in accordance with U.S. G.A.A.P.:
                 
    As of June 30,
     
Description   2005   2004
 
Income tax in accordance with Central Bank regulations
    630       367  
Deferred tax (benefit)
    (497 )     (7,224 )
             
Total income tax benefit in accordance with U.S. G.A.A.P
    133       (6,857 )
             
b) In addition, as of June 30, 2005 and 2004 the Bank records an asset of 56,191 and 42,723, respectively for the credit for Tax on minimum presume income. As mentioned in note 4 to the financial statements, under Central Bank Rules, such credit is considered to be an asset because Management estimates it will be used within ten years, which is the period allowed by the Central Bank Communiqué “A” 4,295, as amended. In accordance with U.S. G.A.A.P., a valuation allowance was recorded for the portion of such credit which was deemed to be more likely than not that it would not be recovered, as per paragraphs 17 (e) and 25 of SFAS 109.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 11,432 and 8,662 as of June 30, 2005 and 2004, each period. In addition, income for the period ended June 30, 2005 would decrease by 2,770.
25.2    Exposure to the Argentine Public Sector and Private Securities
a) Loans—Non-financial federal governmental sector
During the fiscal year ended December 31, 2001, and as a consequence of Presidential Decree No. 1,387/01, the Bank exchanged a portion of federal government securities effective as of November 6, 2001, and received so-called guaranteed loans in consideration thereof.
As provided for by Central Bank Communiqués “A” 3,366 and “A” 3,385, the exchange was made at the carryover book value of the securities as of the date of the exchange with no impact on the income statement.
Such loans were valued according to Central Bank Communiqué “A” 3,911, as supplemented. The loans received in this exchange were not significant.
 
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In addition, subsequently, the Bank acquired additional guaranteed loans in the market and also through business combinations described elsewhere in this footnote. The difference between the cost of each acquired loan and its expected future cash flows is accounted for in accordance with PB 6—Amortization of Discounts on Acquired Loans. In 2005, the Bank implemented SOP 03-3—“Accounting for Certain Loans and Debt Securities Acquired in a Transfer” for loans acquired.
The effects of adjustments require to state amounts in accordance with U.S. G.A.A.P. would decrease assets by 189,592 and 174,887 as of June 30, 2005 and 2004, respectively.
On the other hand, income would decrease by 21,373 and 3,456 for the periods ended June 30, 2005 and 2004.
b) Loans/Bonds—Non-financial provincial government sector
Presidential Decree No. 1,387/01 instructed the Argentine Ministry of Economy to offer the possibility of converting provincial government debt into secured loans.
Through Decree No. 1,579/02, the Federal Executive instructed the Provincial Development Trust Fund to assume provincial debts that were in the form of Government Securities, Bonds, Treasury Bills, or Loans and to voluntarily convert them into Secured Bonds. The Federal Government was entrusted by provincial governments with the duty to renegotiate provincial government debts, which could be restructured under the same terms and conditions as the federal government debt and government securities.
The Bank presented before Banco de la Nación Argentina, in its capacity as fiduciary agent of the Fiduciary Fund for Provincial Development, the eligible assets (primarily loans) receivable from the Provincial Government Sector under the abovementioned decrees, for the exchange established by Presidential Decree No. 1,387/01.
Under U.S. G.A.A.P., as mentioned above, and in light of the characteristics of the transaction, the Bank considered this transaction to be in line with SFAS 15 “Accounting by Debtors and Creditors for Troubled Debt Restructurings”. As the debtor was actually experiencing financial difficulties and the creditor granted concessions.
At the time of the exchange, in accordance with SFAS No. 114 “Accounting by Creditors for Impairment of a Loan”, as of December 31, 2001 and 2002, the Bank measured impairment based on the present value of expected future cash flows discounted at the asset’s effective interest rate, with a corresponding charge to bad-debt expense.
In 2003, the loans were exchanged for government securities known as Secured Bonds (BOGAR) which were accounted for in accordance with SFAS 115.
As of June 30, 2005 and 2004, these BOGAR are classified for U.S. G.A.A.P. purposes as available for sale securities and carried at fair value with the unrealized gain or loss, net of income taxes, recognized as a charge or credit to equity through other comprehensive income. In connection with estimating the fair value of the BOGAR, the Bank used quoted market values.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would increase assets by 85,527 and decrease 59,711 as of June 30, 2005 and 2004, respectively.
On the other hand, income would increase by 1,741 and 8,373 for the periods ended June 30, 2005 and 2004, respectively.
The breakdown of unrealized gains within the shareholders’ equity accounts as of June 30, 2005 and 2004, is disclosed in note 25.15.
 
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c) Other Loans— Non-financial provincial government sector
As of June 30, 2005 and 2004, the Bank had other loans granted to the non-financial provincial government sector (excluding the assets presented for the debt exchange mentioned in point b) above, which were valued according to Central Bank Communiqué “A” 3,911, as supplemented.
In accordance with SFAS No. 114, as of December 31, 2004 and 2003, the Bank deemed these loans to be impaired and measured impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate, with a corresponding adjustment to bad-debt expense.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 5,360 and 3,590 as of June 30, 2005 and 2004, respectively.
On the other hand, income would increase by 585 and 15,202 for the periods ended June 30, 2005 and 2004, respectively.
d) Compensatory Bonds received and to be received in connection with the compensation for the “asymmetric pesification” and Coverage Bonds to be received in connection with the compensation for foreign currency position
Under Law No. 25,561 and Presidential Decrees No. 494/02, No. 905/02 and No. 2,167/02, the Federal Government established a compensation mechanism for financial institutions because of the negative financial effects resulting from the pesification of foreign currency-denominated loans and deposits into pesos at different exchange rates. In this regard, as further explained in such note, the Central Bank, through Communiqués “A” 3,650, “A” 3,716, as supplemented, regulated the compensation mechanism mentioned above.
As of June 30, 2005 and 2004, according to Central Bank’s rules the compensation received and to be received and the Coverage bond to be received were valued according to Central Bank Communiqué “A” 3,911, as supplemented.
Under U.S. G.A.A.P., these assets (including those used for forward purchases under repurchase agreements) should be considered as “available for sale” and carried at fair value, with unrealized gains and losses reported net of income tax within the shareholders’ equity accounts.
Additionally, SFAS No. 115 requires that if the decline in fair value is judged to be other than temporary, the cost of the security shall be written down to fair value, and the amount of the write-down shall be included in earnings. The new cost basis shall not be changed for subsequent recoveries in fair value. Subsequent increases in the fair value of available-for-sale securities shall be included in other comprehensive income.
As of December 31, 2002, the Bank considered that the decline in fair value was other than temporary and recognized such loss.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 34,897 and 119,348 as of June 30, 2005 and 2004, respectively.
On the other hand, income would increase by 54,529 and 28,740 for the periods ended June 30, 2005 and 2004, respectively.
The breakdown of unrealized gains within the shareholders’ equity accounts as of June 30, 2005 and 2004, is disclosed in note 25.15.
e) Other unlisted government securities
As of June 30, 2005 and 2004, the Bank had other unlisted government securities (excluding those unlisted government securities mentioned above). These unlisted government securities were valued according to Central Bank Communiqué “A” 3,911, as supplemented.
 
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According to U.S. G.A.A.P., these securities should be considered as “available for sale” and carried at fair value, with unrealized gains and losses reported as net of income tax within the shareholders’ equity accounts. However, SFAS No. 115 requires that if the decline in fair value is judged to be other than temporary, the cost of the security shall be written down to fair value, and the write down amount shall be included in earnings.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would increase assets by 22,433 and 10,046 as of June 30, 2005 and 2004, respectively.
On the other hand, income would increase by 13,048 and 5,172 for the periods ended June 30, 2005 and 2004, respectively.
The amortized cost and fair value of Government Securities available for sale as of June 30, 2005 and 2004, are as follows:
                         
        Net unrealized    
    Amortized   gains before    
    cost   income taxes   Fair value
 
2005
    2,897,761       233,528       3,131,289  
2004
    1,462,057       69,564       1,531,621  
The proceeds from sales of available for sale securities and the gross realized gains and gross realized losses that have been included in earnings as a result of those sales, for the periods ended June 30, 2005 and 2004 are as follows:
                 
    Proceeds from sales
    as of June 30,
     
Available for sale securities (*)   2005   2004
 
Debt Securities Issued by Argentinian Government
    190,844       525,037  
(*) There have been no realized gains or losses as a result of those sales, therefore there were no gains and losses reclassified out of accumulated other comprehensive income into earnings for the periods ended June 30, 2005 and 2004 (very short term securities)
The amount of the net unrealized holding gain or loss on available for sale securities that have been included in accumulated other comprehensive income is as follows:
                                 
    Other Comprehensive Income
     
Securities   Dec-03   Increase   Decrease   Jun-04
 
Compensatory Bonds
    11,580             76       11,504  
Secured Bonds Decree 1579/02
    38,109       3,901             42,010  
Compensatory Bonds to be Received
    16,916             866       16,050  
                         
Total Government Securities
    66,605       3,901       942       69,564  
                         
 
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    Other Comprehensive Income
     
Securities   Dec-04   Increase   Decrease   Jun-05
 
Compensatory Bonds
    29,719             6,735       22,984  
Secured Bonds Decree 1579/02
    128,196       47,079       314       174,961  
Discount in Pesos
          1,545             1,545  
Compensatory Bonds to be Received
    46,793       2,926       15,681       34,038  
                         
Total Government Securities
    204,708       51,550       22,730       233,528  
                         
The portion of trading gains and losses for the period that relates to trading securities still held as of June 30, 2005 and 2004 are as follows:
                 
    Gains/ Losses
    as of June 30,
     
Trading Securities   2004   2003
 
Debt Securities Issued by Argentinian Government
    1,206       5,238  
Shares
    (33 )     98  
Corporate Bonds
    334        
Other Debt Securities
    331       172  
             
      1,838       5,508  
             
25.3    Loan origination fees
The Bank recognizes fees on consumer loans, such as credit cards, mortgage, pledged and personal loans stand by letters of credit and guarantees issued, when collected and charges direct origination costs when incurred. In accordance with U.S. G.A.A.P. under SFAS No. 91, loan origination fees and certain direct loan origination costs should be recognized over the life of the related loan as an adjustment of yield or by straight-line method, as appropriate.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 8,475 and 3,825 as of June 30, 2005 and 2004, respectively. Income for the periods ended June 30, 2005 and 2004 would decrease by 1,162 and 578, respectively.
25.4    Allowance for loan losses
The loan loss reserve represents the estimate of probable losses in the loan portfolio. Determining the loan loss reserve requires significant management judgments and estimates including, among others, identifying impaired loans, determining customers’ ability to pay and estimating the fair value of underlying collateral or the expected future cash flows to be received. Actual events will likely differ from the estimates and assumptions used in determining the loan loss reserve. Additional loan loss reserve could be required in the future.
The loan loss reserve is maintained in accordance with Central Bank’s rules. This results from evaluating the degree of debtors’ compliance and the guarantees and collateral supporting the respective transactions.
Increases in the reserve are based on the deterioration of the quality of existing loans, while decreases in the reserve are based on regulations requiring the write-off of non-performing loans classified as “non-recoverable” after a certain period of time and on management’s decisions to write off non-performing loans evidencing a very low probability of recovery.
 
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In addition, under Central Bank’s rules, the Bank records recoveries on previously charged-off loans directly to income and records the amount of charged-off loans in excess of amounts specifically allocated as a direct charge to the consolidated income of statement. The Bank does not partially charge off troubled loans until final disposition of the loan, rather, the allowance is maintained on a loan-by-loan basis for its estimated settlement value.
Under Central Bank rules, a minimum loan loss reserve is calculated primarily based upon the classification of commercial loan borrowers and upon delinquency aging (or the number of days the loan is past due) for consumer and housing loan borrowers. Although the Bank is required to follow the methodology and guidelines for determining the minimum loan loss reserve, as set forth by the Central Bank, the Bank is allowed to establish additional loan loss reserve.
For commercial loans, the Bank is required to classify all commercial loan borrowers. In order to classify them, the Bank must consider different parameters related to each of those customers. In addition, based on the overall risk of the portfolio, the Bank considers whether or not additional loan loss reserves in excess of the minimum required are warranted.
For consumer loan portfolio, the Bank classifies loans based upon delinquency aging, consistent with the requirements of the Central Bank. Minimum loss percentages required by the Central Bank are also applied to the totals in each loan classification.
Under U.S. G.A.A.P., a portion of the total allowance typically consists of general amounts that are used, for example, to cover loans that are analyzed on a “pool” basis and to supplement specific allowances in recognition of the uncertainties inherent in point estimates.
The Bank’s accounting for its loan loss reserve under Central Bank’s rules differs in some respects with practices of U.S.-based banks, as discussed below.
a)     Recoveries and charge-offs
Under Central Bank rules, recoveries are recorded in a separate income line item under other income. Charge-offs are recorded directly as loan loss provision in the income statement. Under US GAAP, recoveries and charge-offs would be recorded in the allowance for loan losses in the balance sheet; however there would be no net impact on net income or shareholders’ equity.
b)     Credit Card Loans
The Bank establishes its reserve for credit card loans based on the past due status of the loan. All loans without preferred guaranties greater than 180 days have been reserved at 50% in accordance with the Central Bank’s rules.
Under U.S. G.A.A.P., the bank adopted a policy to charge off loans which are 180 days past due should be charged off.
Had U.S. G.A.A.P. been applied, the Bank’s assets would have decreased by 328 and 173 as of June 30, 2005 and 2004, respectively. In addition, income would increase by 91 and 87 for the periods ended June 30, 2005 and 2004, respectively.
c)     Impaired loans— Non Financial Private Sector and residents abroad
SFAS No. 114, “Accounting by Creditors for Impairment of a Loan” and SFAS No. 118, “Accounting by Creditors for Impairment of a Loan— Income Recognition and Disclosures” for computing U.S. G.A.A.P. adjustments. SFAS No. 114, as amended by SFAS No. 118, require a creditor to measure impairment of a loan based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. This Statement is applicable to all loans (including those restructured in a
 
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troubled debt restructuring involving amendment of terms), except large groups of smaller-balance homogenous loans that are collectively evaluated for impairment. Loans are considered impaired when, based on Management’s evaluation, a borrower will not be able to fulfill its obligation under the original loan terms.
The following table discloses the amounts required by SFAS 114, as of June 30, 2005 and 2004:
                   
    As of June 30,
     
    2005   2004
 
—Total amount of loans considered as impaired
    164,233       124,330  
 
Amount of loans considered as impaired for which there is a related allowance for credit losses
    106,936       121,951  
 
Amount of loans considered as impaired for which there is no related allowance for credit losses
    57,297       2,379  
—Reserves allocated to impaired loans
    59,079       37,151  
—Average balance of impaired loans during the fiscal year
    265,339       141,235  
—Interest income recognized on impaired loans
    1,744       331  
The Bank recognizes interest income on impaired loans on a cash basis method.
Had U.S. G.A.A.P. been applied, the Bank’s assets would have decreased by 2,418 and 237 as of June 30, 2005 and 2004, respectively. In addition, income would be decreased by 1,609 and increased by 1,313 for the periods ended June 30, 2005 and 2004, respectively.
Under U.S. G.A.A.P., the activity in the allowance for loan losses for the periods presented is as follows:
                 
    As of June 30,
     
    2005   2004
 
Balance at the beginning of the fiscal year
    226,568       58,089  
Provision for loan losses
    30,322       25,742  
Charge-offs
    (80,468 )     (5,058 )
Monetary gain generated on allowances
           
             
Balance at the end of the period fiscal year
    176,422       78,773  
             
d)     Interest recognition— non-accrual loans
Under Central Bank rules, the accrual of interest is discontinued generally when the related loan is non-performing and the collection of interest and principal is in doubt generally after 90 days of being past due. Accrued interest remains on the Banks books and is considered a part of the loan balance when determining the reserve for credit losses.
Under U.S. G.A.A.P. the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due or Management has serious doubts about further collectibility of principal or interest, even though the loan currently is performing. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for credit losses.
Had U.S. G.A.A.P. been applied, the Bank’s assets would have decreased by 4,043 and 2,621 as of June 30, 2005 and 2004, respectively. In addition, income would have decreased by 98 and 159 for the periods ended June 30, 2005 and 2004, respectively.
 
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25.5    Intangible assets
a)     Judgments due to court decisions related to foreign currency-denominated deposits
The Bank capitalized exchange differences related to constitutional protection and court judgments resulting from court decisions (amparos) as intangible assets.
These differences resulted from the difference between the amount of the original foreign currency converted at the higher exchange rate determined by the courts and the lower exchange rates pursuant to the Central Bank’s rules (pesification at Ps.1.4 to USD1 exchange rate, or its equivalent in other currency, plus C.E.R.).
These intangible assets are being amortized under the straight-line method over 60 months under Central Bank’s rules.
Financial institutions have asked the government to compensate them for the losses generated from the payment of deposits pursuant to judicial orders at the free market exchange rate, which was greater than that established by the government for pesification of the financial institutions’ assets and liabilities. As of the date of preparation of these financial statements, the Supreme Court has not issued any decision regarding compensation to banks for making payments under amparos. However, the Bank’s management believes that these additional payments should be eventually included in the compensation mechanisms implemented to compensate financial institutions for the effects of the asymmetrical pesification of their assets and liabilities.
Under U.S. G.A.A.P., the right to obtain this compensation is deemed a contingent gain which can not be recognized until realized, pursuant to SFAS 5— Accounting for Contingencies.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would be to decrease assets by 46,774 and 48,440 as June 30, 2005 and 2004, respectively. In addition income would increase by 3,263 and decrease by 3,710 for the periods ended, respectively.
b)     Software costs
Under U.S. G.A.A.P. SOP 98-1, defines three stages for the costs of computer software developed or obtained for internal use: the preliminary project stage, the application development stage and the post-implementation operation stage. Only certain costs in the second stage should be capitalized. Under Central Bank’s rules, the Bank capitalized costs relating to all three of the stages of software development and amortized these costs on straight-line basis.
Under SOP 98-1, the Bank properly capitalized only certain costs of computer software developed or obtained for internal use (mainly, services provided to develop the software during the application development stage, costs incurred to obtain computer software from third parties, and travel expenses incurred by employees in their duties directly associated with developing software).
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 6,215 and 8,513 as of June 30, 2005 and 2004, respectively. In addition income would increase by 818 and 1,900 for the periods ended June 30, 2005 and 2004, respectively.
c)     Organizational costs
Applying U.S. G.A.A.P. also resulted in other adjustments relative to capitalized organizational costs resulting in a decrease to the Bank’s assets of 2,279 and 3,209 as of June 30, 2005 and 2004, respectively. In addition income would have increased by 419 and 2,366, for the periods ended June 30, 2005 and 2004, respectively.
 
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25.6    Vacation accrual
The cost of vacations earned by employees is generally recorded by the Bank when paid. U.S. G.A.A.P. requires that this expense be recorded on an accrual basis as the vacations are earned.
Had U.S. G.A.A.P. been applied, the Bank’s shareholder’s equity would be increased by 3,361 and 618 as of June 30, 2005 and 2004, respectively. In addition, the income for the periods ended June 30, 2005 and 2004 would increase by 6,656 and 3,804, respectively.
25.7    Business Combinations
a)     Acquisition of controlling interest in former Banco Bansud S.A.
In January 2002, the Bank acquired the controlling interest in former Banco Bansud S.A., at a contingent purchase price of 65,000 (subsequently deemed not to be payable).
Under Central Bank rules, business combinations are recorded at the carryover book value of the acquired company and goodwill is recognized based on the difference of the book value of the net assets acquired and the purchase price (including contingent consideration). The Bank recognized a negative goodwill resulting from the difference between the net equity book value, as computed under such standards, at the acquisition date and the contingent purchase price. The negative goodwill is considered as a monetary liability for purposes of inflation accounting and is being amortized under the straight line method over 5 years. In addition, the contingent purchase price was recorded as a liability at the date of the acquisition and was reversed into income as a gain in 2003 when it was determined that such contingent consideration was not payable.
Under US G.A.A.P., SFAS 141 “Business combination” requires this acquisition to be accounted for under the purchase method. The contingent purchase price was not considered since it never materialized and thus the purchase price was deemed to be zero. The assets acquired and liabilities assumed were recognized at their fair values at the date of acquisition. The difference between the purchase price and the fair value of the net assets acquired resulted in a negative goodwill.
 
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The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (taking into account the percentage of acquisition):
         
Cash
    144,385  
Government Securities
    74,352  
Loans
    1,431,727  
Other assets
    691,443  
Tangible non-current assets
    145,257  
       
Total assets acquired
    2,487,164  
       
Deposits
    2,582,768  
Other liabilities
    1,050,536  
       
Total liabilities assumed
    3,633,304  
       
Net assets
    (1,146,140 )
       
% acquired
    81.225 %
Net assets acquired
    (930,952 )
Irrevocable capital contribution transferred
    970,668 (**)
Total net assets acquired
    39,716  
Purchase price
     
Negative Goodwill
    (39,716 ) (*)
 
 (*)  The negative goodwill has been applied to reduce on a pro rata basis the amounts assigned to the non-current assets acquired. Given the Argentine economic environment and the Banks’ situation at the time of the acquisition, no identifiable intangible assets were recognized.
 
(**)  The irrevocable capital contributions were made by Banamex in its capacity as Banco Bansud S.A.’s shareholder pursuant to the acquisition by Banco Macro S.A. Banco Macro obtained the rights over these irrevocable contributions as the new shareholders of Banco Bansud.
The reconciliation of shareholders’ equity to U.S. G.A.A.P. below includes the effects of the purchase accounting adjustments, related deferred tax effects, the reversal of the negative goodwill and related amortization and inflation effects calculated under Central Bank’s rules, and the reversal of the gain related to the de-recognition of the contingent purchase price.
Had U.S. G.A.A.P. been applied, the Bank’s assets would be decreased by 18,503 and increased by 49,979 as of June 30, 2005 and June 30, 2004, respectively. In addition, the income for the periods ended June 30, 2005 and 2004 would decrease 34,241 and 32,511 respectively.
b)     Merger with and into former Banco Bansud S.A.— a downstream merger
In March 2003 the Bank and its subsidiary former Banco Bansud S.A., entered into a merger agreement (the “Merger Agreement”). The Merger Agreement provided that, former Banco Macro S.A. was merged with and into former Banco Bansud S.A., with former Banco Bansud S.A. continuing as the surviving corporation, renamed Banco Macro Bansud S.A. The result of this transaction was a single stockholder group, including the former minority interest of former Banco Bansud S.A., owning the consolidated net assets. The terms of the merger were agreed to and announced on March 28, 2003. Before the merger, the former Banco Bansud was a public company in the Argentine stock market with a readily available tradable market value of its shares.
The acquisition date was December 2003, upon the appropriate shareholders and regulatory approvals. At that date, Banco Bansud issued the common shares and exchanged for all the outstanding common stock of Banco Macro.
 
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Banco Macro S.A. shareholders received 14.75 shares of former Banco Bansud S.A. for each common share of Banco Macro S.A.
Under Central Bank rules, the merger was accounted for based on the carryover value of assets and liabilities as of January 1, 2002 since the merger was given retroactive effect to that date. Additionally, therefore, the minority interest was not recognized in 2003.
Under U.S. G.A.A.P., this transaction was accounted for as a downstream merger and an acquisition of minority interest. SFAS 141 requires the acquisition of the minority interest of former Banco Bansud S.A. to be accounted for under the purchase method. As the consideration given to the minority interest was not in the form of cash, the cost of the interest acquired was determined based on the fair value of the net assets given. The quoted market price of the former Banco Bansud shares traded was used to determine such cost. The terms of the acquisition were agreed to and announced on March 28, 2003. On that date the share price of former Banco Bansud was Ps.1.490. The average share price between two days before and end two days after that date was Ps.1.494, which is the price used to determine the acquisition cost. This is in accordance with EITF 99-12 which requires that the quoted market price to be used must consider the market price during a reasonable short period of time, such as just a few days before and after the acquisition is agreed to and announced.
The cost of the acquired minority interest (“purchase price”) has been allocated to the identifiable tangible and intangible assets with finite lives acquired and liabilities assumed based upon their fair value as of the acquisition date, and the excess of the fair value over the cost resulting in a negative goodwill. Merged results were recognized after acquisition date.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition corresponding to the minority interest acquired (December 2003):
         
Cash
    296,626  
Government securities
    1,333,992  
Loans
    520,751  
Other assets
    667,643  
Tangible non-current assets
    106,988  
Intangible assets subject to amortization— Customer related assets (5-year weighted average useful life)
    45,365  
       
Total assets acquired
    2,971,365  
       
Deposits
    1,793,742  
Other liabilities
    449,806  
       
Total liabilities assumed
    2,243,548  
       
Net assets
    727,817  
% acquired
    18.775 %
Net assets acquired
    136,648  
Purchase price
    127,694  
Negative Goodwill
    (8,954 ) (*)
 
(*)  The negative goodwill has been applied to reduce on a pro rata bases the amount assigned to the non-current intangible and tangible assets acquired.
Therefore, the U.S. G.A.A.P. reconciliation of shareholders’ equity and net income reflects the effects of the purchase accounting adjustments, and the related effects on the deferred income tax, and the minority interest from January 1, 2003 through the merger date in December 2003, as well as the effects of the amortization of identified intangible assets, and comprehensive income.
 
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Had U.S. G.A.A.P. been applied, the Bank’s assets would decrease by 118,999 and 118,471 as of June 30, 2005 and 2004, respectively. In addition, the income for the periods ended June 30, 2005 and 2004 would decrease 264 and 263, respectively
c)     Acquisition of Nuevo Banco Suquía S.A.
As mentioned in note 2, in December 2004, the Bank acquired 100% of Nuevo Banco Suquía S.A., at a cash purchase price of 16,407.
Under Central Bank Rules, business combinations are accounted for at carryover value. The Bank recognized the difference between the net equity book value at the acquisition date and the purchase price as a negative goodwill. The negative goodwill is being amortized under the straight line method over 5 years.
Under U.S. G.A.A.P., SFAS 141 requires the acquisition of the controlling interest of Nuevo Banco Suquía S.A. to be accounted for as a business combination applying purchase accounting. The purchase price has been allocated to the identifiable tangible and intangible assets with finite lives acquired and liabilities assumed based upon their fair value as of the acquisition date, and the excess of the fair value over the cost resulting in a negative goodwill.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date corresponding to the 100% interest acquired.
         
Cash
    336,266  
Government securities
    411,815  
Loans
    837,164  
Other assets(1)
    553,759  
Tangible non-current assets
    72,445  
Intangible assets subject to amortization— Customer related assets (5-year weighted average useful life)
    46,783  
       
Total assets acquired
    2,258,232  
       
Deposits
    1,548,049  
Other liabilities
    599,701  
       
Total liabilities assumed
    2,147,750  
       
Net assets
    110,482  
% acquired
    100 %
Purchase price
    16,407  
Negative Goodwill
    (94,075 ) (2)
 
(1) Includes 135,123 of deferred tax assets, net of allowances.
 
(2) The negative goodwill has been applied to reduce on a pro rata basis the amounts assigned to the non-current intangible and tangible assets acquired.
Therefore, the U.S. G.A.A.P. reconciliation of shareholders’ equity and net income reflects the purchase accounting adjustments and related deferred income tax effects and reversal of negative goodwill calculated under Central Bank’s rules, effects of amortization of intangible assets acquired.
Had U.S. G.A.A.P. been applied, the Bank’s assets would decrease by 39,973 as of June 30, 2005. In addition, the income for the period ended June 30, 2005 would decrease by 40,426.
 
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d)     Other
Had U.S. G.A.A.P. been applied, other adjustments relative to business combination would decrease the Bank’s assets by 8,928 and 9,974 as of June 30, 2005 and 2004, respectively. In addition, income would increase by 560 and 486 for the periods ended, respectively.
25.8    Reporting on Comprehensive Income (loss)
SFAS No. 130 “Reporting on Comprehensive Income” requires entities to report a measure of all changes in equity of an enterprise that result from transactions and other economic events of the period other than transactions with owners (“comprehensive income”). Comprehensive income (loss) is the total of net income (loss) and all other non-owner changes in equity.
This statement requires that comprehensive income (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements with an aggregate amount of comprehensive income (loss) reported in that same financial statement. The adoption of this accounting disclosure is shown in notes 25.15. In the Bank’s case, comprehensive income is affected by SFAS 52 cumulative translation adjustments related to the foreign subsidiary and unrealized gains and losses of available for sale securities, net of income taxes.
25.9    Restatement of financial statements in constant pesos
Pursuant to Central Bank’s rules, the Bank’s financial statements recognize the effects of inflation.
As allowed by the SEC, as the Banking financial statements are restated applying a methodology that comprehensively addresses the accounting for inflation, the effects of general price-level changes recognized in the Bank’s financial statements do not need to be eliminated in reconciling to U.S. G.A.A.P.
25.10    Accounting for derivative instruments and hedging activities
SFAS No. 133 “Accounting for derivatives instruments and hedging activities” establishes accounting and reporting standards for derivative instruments, including certain ones embedded in other contracts (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available for sale security, or a foreign currency denominated forecasted transaction.
Among other provisions, SFAS No. 133 requires that for a transaction to qualify for special hedge accounting treatment the transaction must meet specific test of effectiveness that will reduce the volatility in the income statement to the extent that the hedge is effective and all hedge ineffectiveness is required to be reported currently in computing of net income. SFAS No. 133 further requires the identification of assets, liabilities or anticipated transactions being hedged and periodic revaluation of such hedged positions to reflect the changes in market value of risk being hedged. SFAS No. 133 further expands the definition of derivatives to include certain contacts or provisions commonly embedded in contracts or financial instruments and requires that such derivatives be reported at fair value.
Management believes that the effect of the application of this accounting requirement does not have a material impact on the Bank’s consolidated financial condition or results of operations.
 
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25.11    Adjustment to Prior-Year Income
As described in note 6 as required by Central Bank rules, the interim consolidated financial statements include several adjustments to prior-year income generated by changes in accounting estimates. These changes were generated by the asymmetrical pesification and compensation.
Under U.S. G.A.A.P., APB 20 generally prohibits retroactive restatement of prior year financial statements to reflect such changes, because the events should be recorded in the year they took place.
Had U.S. G.A.A.P. been applied, net income for the period ended June 30, 2004 would have decreased by 78,292.
25.12    Foreign currency translation
Financial statements of the subsidiary Sud Bank & Trust were translated under Central Bank rules. U.S. G.A.A.P. foreign currency translation requirements are covered by SFAS No. 52 “Foreign Currency Translation” and differs with Central Bank rules in the translation of the income statement accounts, which under U.S. G.A.A.P. should have been translated at the exchange rate other than at the year-end exchange rate, and resulting differences in translation adjustments between assets and liabilities and components of shareholders’ equity are recognized as an other comprehensive income.
Had U.S. G.A.A.P. been applied, the Bank’s net income for periods ended June 30, 2005 and 2004 should have decreased by 2,597 and increased by 957, respectively, and these resulting differences recognized as other comprehensive income.
25.13    Accounting for guarantees
The Bank issues financial guarantees, which are obligations to pay to a third party when a customer fails to repay its obligation.
The Bank charges a fee for issuance of these guarantees, which is which is deferred and recognized as income over the period of the guarantee.
Under Central Bank rules, guarantees issued are recognized as liabilities when it is probable that the obligation undertaken by the guarantor will be performed.
Under US G.A.A.P., SFAS interpretation No 45 “Guarantor’s accounting and disclosure requirements for guarantees, including indirect guarantees of indebtedness or others” requires that at inception of a guarantee, a guarantor recognize a liability for the fair value of the obligation undertaken in issuing the guarantee. Such liability at inception is deemed to be the fee received by the Bank with and offsetting entry equal to the consideration received. Subsequent reduction of liability is based on an amortization method as the Bank is decreasing its risk.
Had U.S. G.A.A.P. been applied, no differences would have existed in the Bank records. Additionally, the Bank recognizes the maximum potential amount of future payments in Memorandum accounts.
 
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25.14 Set forth below are the significant adjustments to consolidated net income and shareholders’ equity which would be required if U.S. G.A.A.P. instead of Central Bank’s rules had been applied:
                             
    Increase/ (decrease)
     
    Consolidated net income
    periods ended June 30,
     
    Ref.   2005   2004
 
Net income in accordance with Central Bank’s rules
            121,886       109,040  
 
Income taxes
                       
   
Deferred taxes, net of allowances
    25.1.a )     497       7,224  
   
Allowance for tax on minimum presume income
    25.1.b )     (2,770 )      
 
Exposure to the Argentine public sector and private securities
                       
   
Loans— Non-financial federal governmental sector
    25.2.a )     (21,373 )     (3,456 )
   
Loans/ Bonds— Non-financial government sector
    25.2.b )     1,741       8,373  
   
Other loans— Non-financial provincial government sector
    25.2.c )     585       15,202  
   
Compensatory Bonds
    25.2.d )     54,529       28,740  
   
Other unlisted government securities
    25.2.e )     13,048       5,172  
 
Loan origination fees
    25.3       (1,162 )     (578 )
 
Allowance for loan losses
                       
   
Credit Card Loans
    25.4.b )     91       87  
   
Impaired Loans— Non Financial Private Sector and residents abroad
    25.4.c )     (1,609 )     1,313  
   
Interest recognition— non accrual loans
    25.4.d )     (98 )     (159 )
 
Intangible assets
                       
   
Judgments due to court decisions related to foreign currency— denominated deposits
    25.5.a )     3,263       (3,710 )
   
Software costs
    25.5.b )     818       1,900  
   
Organizational costs
    25.5.c )     419       2,366  
 
Vacation accrual
    25.6       6,656       3,804  
 
Business combination
                       
   
Acquisition of controlling interest in former Banco Bansud S.A. 
    25.7.a )     (34,241 )     (32,511 )
   
Merger with and into former Banco Bansud S.A.— a downstream merger
    25.7.b )     (264 )     (263 )
   
Acquisition of Nuevo Banco Suquia S.A. 
    25.7.c )     (40,426 )      
   
Other
    25.7.d )     560       486  
 
Adjustment to prior-year income
    25.11             (78,292 )
 
Foreign currency translation
    25.12       (2,597 )     957  
                   
Net income in accordance with U.S. G.A.A.P. 
            99,553       65,695  
                   
Comprehensive income
                       
 
Net income in accordance with U.S. G.A.A.P. 
            99,553       65,695  
 
Other comprehensive income, net of tax:
            20,422       1,301  
                   
Total comprehensive income, net in accordance with U.S. G.A.A.P. 
            119,975       66,996  
                   
Net income per share in accordance with U.S. G.A.A.P. 
            0.16       0.11  
                   
Weighted average number of shares Outstanding (in thousands)
            608,943       608,943  
                   
 
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    Increase/ (decrease)
     
    Consolidated shareholders’ equity
    at June 30,
     
    Ref.   2005   2004
 
Shareholders’s equity in accordance with Central Bank’s rules
            1,348,741       1,247,136  
 
Income taxes
                       
   
Deferred taxes, net of allowances
    25.1.a )     (14,652 )     56,264  
   
Allowance for tax on minimum presume income
    25.1.b )     (11,432 )     (8,662 )
 
Exposure to the Argentine public sector and private securities
                       
   
Loans— Non-financial federal governmental sector
    25.2.a )     (189,592 )     (174,887 )
   
Loans/ Bonds— Non-financial government sector
    25.2.b )     85,527       (59,711 )
   
Other loans— Non-financial provincial government sector
    25.2.c )     (5,360 )     (3,590 )
   
Compensatory Bonds
    25.2.d )     (34,897 )     (119,348 )
   
Other unlisted government securities
    25.2.e )     22,433       10,046  
 
Loan origination fees
    25.3       (8,475 )     (3,825 )
 
Allowance for loan losses
                       
   
Credit Card Loans
    25.4.b )     (328 )     (173 )
   
Impaired Loans— Non Financial Private Sector and residents abroad
    25.4.c )     (2,418 )     (237 )
   
Interest recognition— non accrual loans
    25.4.d )     (4,043 )     (2,621 )
 
Intangible assets
                       
   
Judgments due to court decisions related to foreign currency— denominated deposits
    25.5.a )     (46,774 )     (48,440 )
   
Software costs
    25.5.b )     (6,215 )     (8,513 )
   
Organizational costs
    25.5.c )     (2,279 )     (3,209 )
 
Vacation accrual
    25.6       3,361       618  
 
Business combination
                       
   
Acquisition of controlling interest in former Banco Bansud S.A. 
    25.7.a )     (18,503 )     49,979  
   
Merger with and into former Banco Bansud S.A.— a downstream merger
    25.7.b )     (118,999 )     (118,471 )
   
Acquisition of Nuevo Banco Suquia S.A. 
    25.7.c )     (39,973 )      
   
Other
    25.7.d )     (8,928 )     (9,974 )
                   
Shareholders’ equity in accordance with U.S. G.A.A.P. (*)
            947,194       802,382  
                   
 
(*)     Includes the effects of other comprehensive income.
 
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25.15 Set forth below are the accumulated other comprehensive income (loss) balances, as of June 30, 2005 and 2004— net of related income tax effects:
                                                 
    Period ended June 30, 2005   Period ended June 30, 2004
         
        Unrealized           Unrealized    
    Foreign   gains/   Accumulated   Foreign   gains/   Accumulated
    currency   (losses) on   other   currency   (losses) on   other
    items   securities   comprehensive   items   securities   comprehensive
 
Beginning Balance
    13,465       133,060       146,525       14,287       43,293       57,580  
Current-fiscal year change
    2,597       28,821       31,418       (957 )     2,959       2,002  
Tax effects
    (909 )     (10,087 )     (10,996 )     335       (1,036 )     (701 )
                                     
Ending balance
    15,153       151,794       166,947       13,665       45,216       58,881  
                                     
25.16 Statement of Cash flows
According to SFAS 95 “Statement of Cash Flows”, a statement of cash flows for a period shall report net cash provided or used by operating, investing, and financing activities and the net effect of those flows on cash and cash equivalents during the period in a manner that reconciles beginning and ending cash and cash equivalents. Central Bank’s rules classify cash flows as operating activities and other.
The statement of cash flows under Central Bank’s rules differs from the statement of cash flows under U.S. G.A.A.P. in the following aspects:
The Bank’s transactions that did not provide an actual movement of funds in each year (non cash transactions) were eliminated from the respective cash changes. The following are the main non cash transactions, based on their book values under Central Bank’s rules:
At June 30, 2005 and 2004 the Bank entered into forward, unsettled spot and repurchase contracts to buy or sell foreign currencies, listed Government and other securities at future dates, exchanging non cash assets or liabilities for other non cash assets or liabilities with a book value of 322,797 and (30,044), respectively.
 
At December 31, 2002, the Bank received Government Securities in compensation according to the Federal Executive Decree 905/02. At June 30, 2005 and June 30, 2004 the bank recorded that compensation in investment accounts. Additionally, the compensation pending to be received was recorded in “Other receivables from financial transactions” account (see note 1.2.a)).
 
At June 30, 2005 and 2004, were 2,189 and 16,857, respectively, for the future subscription of the Federal Government Coverage Bond in US dollars at LIBOR, maturing in 2012, through a prepayment to be made by the Central Bank under the terms of Presidential Decree No. 905/02.
 
In 2004, the Bank incorporated the assets and liabilities of SADELA.
 
During the six-month period ended June 30, 2005 and 2004 the Bank received loan portfolio and other assets in redemption of the LAVERC trust for 9,530.
 
During the six-month period ended June 30, 2004, the Bank settled subordinate corporate bonds by delivering government securities for 2,190.
 
During the six-month period ended June 30, 2004, the Bank received Federal Government Bonds in US dollars at LIBOR, maturing in 2012, in redemption of certain loans for 2,462.
 
During the six-month period ended June 30, 2005, was created the “Macro Personal V” financial trust, transfering assets (consumer loans) for 70,029. The Trust issued Class “A” and “B”
 
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certificate of participation. As of June 30, 2005, the Bank held Class “A” and “B” certificate of participation for 32,506.
 
During the six-month period ended June 30, 2005, the Bank exchanged City of Cordoba’s provincial debt into Secured Bonds.
The statement of cash flow under U.S. G.A.A.P. is shown below:
                   
    As of June 30,
     
    2005   2004
 
Causes of changes in cash and cash equivalents
               
Cash provided by (used in) operating activities
               
 
Interest received on loans, leases and investments
    377,112       225,765  
 
Fees and commissions received
    140,129       71,656  
 
Increase in other receivables and other assets
    198,753        
 
Other sources of cash
    87,752       11,309  
 
Less:
               
 
Interest paid
    (132,655 )     (80,341 )
 
Fees and commissions paid
    (27,034 )     (11,135 )
 
Cash paid to suppliers and employees
    (199,160 )     (110,413 )
 
Increase from intangible assets
    (7,775 )     (13,043 )
 
Decrease in other receivables and other assets
          (114,448 )
 
Other sources of cash
    (18,896 )     (19,123 )
             
 
Net cash provided by (used in) operating activities
    418,226       (39,773 )
Plus:
               
Cash provided by (used in) investing activities
               
 
Proceeds from sales of trading and investment securities
    3,824,091       1,822,798  
 
Purchases of trading and investment securities
    (4,760,410 )     (1,416,263 )
 
(Increase)/ decrease in other trading and investment securities
    (22,277 )     43,203  
 
(Increase) in loans and leases, net
    (407,884 )     (730,823 )
 
Proceeds from Bank premises and equipment
    3,998       5,012  
 
Decrease/ (increase) in other receivables and other assets, net
    198,753       (114,448 )
 
Cash provided by the incorporation of net assets of SADELA
          628  
             
 
Net cash used in investing activities
    (1,388,997 )     (298,407 )
Plus:
               
Cash provided by (used in) financing activities
               
 
Increase in deposits, net
    861,357       385,081  
 
Increase in long term borrowings
    174,171       28,866  
 
(Decrease) in long term borrowings
    (14,640 )     (6,856 )
 
(Decrease) in other short term liabilities, net
    (248,340 )     (28,768 )
 
Cash dividends paid
    (30,447 )      
             
 
Net cash provided by financing activities
    742,101       378,323  
(Decrease)/ increase in cash and cash equivalents
    (228,670 )     40,143  
Cash at the beginning of fiscal year
    1,372,258       674,300  
             
Cash at the end of period
    1,143,588       714,443  
 
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Set forth below is the reconciliation of net income as per Central Bank’s rules to net cash flows from operating activities, as required by SFAS 95 “Statement of Cash Flows”:
                   
    As of June 30,
     
    2005   2004
 
Net (loss)/gain for the period
    121,886       109,040  
Adjustments to reconcile net income to net cash from operating activities:
               
 
Amortization and depreciation
    24,003       16,966  
 
Provision for loan losses and special reserves, net of reversals
    (7,753 )     (21,121 )
 
Net income from government and private securities
    (33,783 )     (33,803 )
 
Foreign exchange differences
    (4,318 )     (6,942 )
 
Equity (loss) of unconsolidated subsidiaries
    (254 )     (239 )
 
Net decrease in interest receivable and payable and other accrued income and expenses
    92,367       16,615  
 
Increase from intangible assets
    (7,775 )     (13,043 )
 
Increase/(decrease) in other receivables and other assets, net
    198,753       (114,448 )
 
Net decrease in other sources or uses of cash
    35,100       7,202  
             
Net cash provided by operating activities
    418,226       (39,773 )
             
25.17 Forward transactions pending settlement
The Bank enters into forward pending settlement for trading purposes.
Under Central Bank’s rules for such forward transactions, the Bank recognizes both a receivable and a payable upon the agreement, which reflect the amount of cash, currency or securities to be exchanged at the closing date. The receivable or payable representing the receipt or delivery of securities or currency is stated at market value.
Under U.S. G.A.A.P., accounting for forward contracts are governed by SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This standard requires that such derivatives be accounted for at fair value. The Bank does not apply hedge accounting. The instruments outstanding at each balance sheet are short term and are recorded at their fair value.
Had U.S. G.A.A.P. been applied, the Bank’s assets and liabilities would be decreased by approximately 41,727 and 54,684 as of June 30, 2005 and December 31, 2004, respectively.
25.18 Transfers of financial assets
In order to securitize personal loans in Argentine Pesos granted to individuals, between December 1999 and November 2001, the former Banco Macro S.A. created the trusts “Asset Backed Securities Serie Banco Macro Créditos I” and “Macro personal I, II, III and IV”. In addition, on June 7, 2005, the Bank created the trust “Macro Personal V”.
These trusts issued debt securities and/or different participation certificates classes, which were authorized by the C.N.V. for public offering.
For Central Bank rules, the debt securities and certificates retained by the Bank are accounted for at cost plus accrued interest for the debt securities, and the equity method is used to account for the residual interest in the trusts.
These transactions did not qualify for sales treatment under U.S. G.A.A.P. because they did not meet the criteria in paragraph 9(c) of SFAS 140 “Accounting for transfers and servicing of financial assets and extinguishment of liabilities”. Therefore, the Bank accounted for these transactions as financing transactions.
 
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Finally, in August 2004 “Asset Backed Securities Serie Banco Macro Créditos I” and “Macro Personal I, II, III and IV” were terminated, and the residual loan portfolio of those trusts had been reflected into the Bank’s loan portfolio.
Therefore, the effect of applying SFAS 140 was to decrease “Trading account assets” and “Other assets” and increase Loans by 59,956 as of June 30, 2005, with no impact in the income statement.
25.19 Joint venture
The Bank participates in the “Banco Macro— Siemens Itron— Unión Transitoria de Empresas” and BMB M & A (joint ventures jointly controlled having an interest of 50%). Under Central Bank rules this interest is consolidated through the proportional consolidation method.
Since under U.S. G.A.A.P., that method of consolidation is not appropriate for such investments and they are accounted for using equity method.
Therefore, had U.S. G.A.A.P. been applied as of June 30, 2005 and December 31, 2004, Other assets should have been increased by 4,767 and 3,930, respectively, with an offsetting decrease in various assets and liabilities accounts. Additionally, as of June 30, 2005 and 2004, Income from equity in other companies should have been increased by 2,028 and 2,081, respectively, with an offsetting decrease in various income and expense accounts.
25.20 Items in process of collection
The Bank does not give accounting recognition to checks drawn against the Bank or other Banks or other items to be collected, until such time as the related item clears or is accepted. Such items are recorded by the Bank in Memorandum accounts. U.S. banks, however, account for such items through balance sheet clearing accounts at the time the items are presented for collection.
Had U.S. G.A.A.P. been applied, the Bank’s assets and liabilities would decrease by approximately 96,169 and 168,223 as of June 30, 2005 and December 31, 2004, respectively.
25.21 Acceptances
Foreign trade acceptances are not recorded on the balance sheet by the Bank. In accordance with Regulation S-X, acceptances and related customer liabilities should be recorded on the balance sheet. Adjustment required to state balance sheets in accordance with Regulation S-X would be to increase assets (due from customers on acceptances) and increase liabilities (bank acceptances outstanding) by 58,607 and 38,617 as of June 30, 2005 and December 31, 2004, respectively.
25.22 Variable Interest Entities
Banco Macro Bansud S.A., either directly or through its subsidiary Sud Inversiones & Análisis S.A., acts as trustee, in certain trusts.
Under Central Bank Rules, the Bank is not required to consolidate these trusts.
Under U.S. G.A.A.P., FASB Interpretation No. 46 (R), “Consolidation of Variable Interest Entities” addresses consolidation of variable interest entities, as defined in the rules, which have certain characteristics.
The Bank has certain trust activities. In all cases, except for Lujan Trust as described below, such trusts are not variable interest entities. Therefore, the Bank did not consolidate these trusts.
Under FASB Interpretation No. 46 (R), Luján Trust, is considered a variable interest entity. In accordance with paragraph 14 of such Interpretation, the Bank is not the primary beneficiary and, therefore, consolidation of the trust is not appropriate.
 
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In addition, San Isidro Trust, represents effectively a foreclosed asset since the former owner of the assets relinquished all rights to the assets to the trust and the Bank holds 100% of the trust certificates.
Under Central Bank Rules, as of June 30, 2005 and December 31, 2004, these certificates amounted to 16,782 and were recorded as “Other receivables not covered by debtors classification standards”. However, under U.S. G.A.A.P. these certificates represents a foreclosed asset (not financial assets) and should be reclassified. This reclassification does not have effect the net income and equity. This foreclosed asset is accounted at the lower of its carrying amount or fair value (less cost to sell).
25.23 New accounting pronouncements (U.S. G.A.A.P.)
Exchanges of non-monetary assets
In December 2004, the FASB issued Statement 153 Exchanges of non-monetary assets that replaces the exception from fair value measurement in APB Opinion No. 29 Accounting for Non-monetary Transactions, for non-monetary exchanges of similar productive assets with a general exception from fair value measurement for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. In the opinion of the Bank’s Management the adoption of this rule does not have an impact on net income and shareholders’ equity. The Bank does not expect this statement to have a material effect on its financial statements.
Accounting Changes and Error Corrections
On May 2005, the FASB issued Statement 154 that replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement. When a pronouncement includes specific transition provisions, those provisions should be followed. The changes require retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period specific effects of an accounting change on one or more individual prior periods presented, this Statement requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, this Statement requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable. The retrospective application of a change in accounting principle should be limited to the direct effects of the change. Indirect effects of a change should be recognized in the period of the accounting change. SFAS 154 also requires that a change in depreciation, amortization, or depletion method for long-lived, non-financial assets be accounted for as a change in accounting estimate affected by a change in accounting principles. The Board decided that the provisions of this Statement should be effective for accounting changes made in fiscal years beginning after December 15, 2005. The Bank does not expect this statement to have a material effect on its financial statements.
 
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BANCO MACRO BANSUD S.A.
Consolidated Financial Statements as of and for the two years ended December 31, 2005, together with the report of independent registered public accounting firm
 
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Report of independent registered public accounting firm
To the Directors of
BANCO MACRO BANSUD S.A.
Sarmiento 447
City of Buenos Aires
We have audited the accompanying consolidated balance sheets of BANCO MACRO BANSUD S.A. (a bank organized under Argentine legislation) and its subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the two years then ended. These financial statements are the responsibility of the Bank’s Management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Bank’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Banco Macro Bansud S.A. and its subsidiaries as of December 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the two years then ended, in accordance with the accounting principles prescribed by the Central Bank of Argentine Republic applicable to the consolidated financial statements.
City of Buenos Aires,
February 27, 2006
  PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L.
  Member of Ernst & Young Global
 
  NORBERTO M. NACUZZI
  Partner
 
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Banco Macro Bansud and Subsidiaries
 
Consolidated balance sheets
As of December 31, 2005 and 2004
                   
    2005   2004
 
    (stated in thousands of pesos)
ASSETS
               
 
CASH
               
 
Cash on hand
    346,504       327,959  
 
Due from banks and correspondents
    842,518       1,044,197  
 
Other
    107       105  
             
      1,189,129       1,372,261  
             
 
GOVERNMENT AND PRIVATE SECURITIES
               
 
Holdings in investment accounts
    105,416       53,856  
 
Holdings for trading or financial intermediation
    164,786       88,940  
 
Unlisted government securities
    199,070       839,183  
 
Instruments issued by the Central Bank of Argentina
    2,463,102       1,097,580  
 
Investments in listed private securities
    59,902       29,649  
 
Less: Allowances
    (512 )     (2,471 )
             
        2,991,764       2,106,737  
             
 
LOANS
               
 
To the non-financial government sector
    645,342       809,577  
 
To the financial sector
    80,511       81,812  
 
To the non-financial private sector and foreign residents
               
 
Overdrafts
    432,772       513,390  
 
Documents
    433,748       429,654  
 
Mortgage loans
    298,060       231,603  
 
Pledged loans
    230,321       180,831  
 
Personal loans
    476,917       255,553  
 
Credit cards
    241,344       105,117  
 
Other
    779,237       412,079  
 
Accrued interest, adjustments, foreign exchange and quoted price differences receivable
    72,861       87,528  
 
Less: Unposted payments
    (6,050 )      
 
Less: Unearned discount
    (10,411 )     (6,759 )
 
Less: Allowances
    (247,532 )     (225,340 )
             
        3,427,120       2,875,045  
             
 
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Banco Macro Bansud and Subsidiaries
 
                   
    2005   2004
 
    (stated in thousands of pesos)
 
OTHER RECEIVABLES FROM FINANCIAL INTERMEDIATION
               
 
Central Bank of Argentina
    99,672       123,291  
 
Amounts receivable from spot and forward sales pending settlement
    395,980       733,995  
 
Securities and foreign currency receivable from spot and forward purchases pending settlement
    236,609       206,561  
 
Premiums on options taken
    32       421  
 
Unlisted corporate bonds
    927       928  
 
Other receivables not covered by debtors classification regulations
    325,946       756,968  
 
Receivables from forward transactions without delivery of underlying asset
    6       931  
 
Other receivables covered by debtors classification regulations
    48,516       83,002  
 
Accrued interest receivable not covered by debtors classification regulations
          657  
 
Less: Allowances
    (27,600 )     (107,530 )
             
        1,080,088       1,799,224  
             
 
ASSETS SUBJECT TO FINANCIAL LEASES
               
 
Assets subject to financial leases
    146,265       60,922  
 
Less: Allowances
    (1,470 )     (609 )
             
        144,795       60,313  
             
 
INVESTMENTS IN OTHER COMPANIES
               
 
In financial institutions
    423       416  
 
Other
    14,586       14,825  
 
Less: Allowances
    (1,304 )     (719 )
             
        13,705       14,522  
             
 
OTHER RECEIVABLES
               
 
Receivables from sale of assets
    10,747       1,822  
 
Minimum presumed income tax— Tax credit
    53,593       53,933  
 
Other
    114,149       85,825  
 
Accrued interest and adjustments receivable from sale of assets
    11,767       176  
 
Other accrued interest and adjustments receivable
    48       48  
 
Less: Allowances
    (18,246 )     (6,201 )
             
        172,058       135,603  
             
 
BANK PREMISES AND EQUIPMENT, NET
    223,540       193,864  
             
 
OTHER ASSETS
    174,659       158,142  
             
 
INTANGIBLE ASSETS
               
Goodwill
    1,646       2,485  
Organization and development costs, including amparos
    68,445       79,046  
             
      70,091       81,531  
             
 
ITEMS PENDING ALLOCATION
    873       515  
             
 
TOTAL ASSETS
    9,487,822       8,797,757  
             
 
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Banco Macro Bansud and Subsidiaries
 
                     
    2005   2004
 
    (stated in thousands of pesos)
LIABILITIES
               
DEPOSITS
               
 
From the non-financial government sector
    822,687       809,764  
 
From the financial sector
    5,208       4,445  
 
From the non-financial private sector and foreign residents
               
   
Checking accounts
    1,036,175       844,969  
   
Savings accounts
    1,100,633       729,234  
   
Time deposits
    3,222,011       2,588,546  
   
Investment accounts
    29,826       48,598  
   
Other
    292,767       225,891  
   
Accrued interest, adjustments, foreign exchange and quoted price differences payable
    56,019       67,550  
             
      6,565,326       5,318,997  
             
 
OTHER LIABILITIES FROM FINANCIAL INTERMEDIATION
               
 
Central Bank of Argentina— Other
    206,352       485,267  
 
Banks and international institutions
    154,006       14,668  
 
Amounts payable for spot and forward purchases pending settlement
    108,682       153,661  
 
Securities and foreign currency to be delivered under spot and forward sales pending settlement
    429,714       754,172  
 
Premiums on options sold
    18        
 
Financing received from Argentine financial institutions
    25,154       56,835  
 
Payables for forward transactions without delivery of underlying asset
    64       676  
 
Other
    186,371       343,665  
 
Accrued interest, adjustments, foreign exchange and quoted price differences payable
    32,802       111,778  
             
      1,143,163       1,920,722  
             
 
OTHER LIABILITIES
               
 
Other
    98,628       53,986  
 
Accrued interest and adjustments
          78  
             
        98,628       54,064  
             
 
PROVISIONS
    178,150       225,699  
             
 
SUBORDINATED CORPORATE BONDS
    12,047       16,416  
             
 
ITEMS PENDING ALLOCATION
    854       4,554  
             
 
MINORITY INTEREST IN SUBSIDIARIES
    80       3  
             
 
TOTAL LIABILITIES
    7,998,248       7,540,455  
             
 
SHAREHOLDERS’ EQUITY
    1,489,574       1,257,302  
             
 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
    9,487,822       8,797,757  
             
The accompanying notes 1 through 27 to the consolidated financial statements are an integral part of these statements.
 
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Banco Macro Bansud and Subsidiaries
 
Consolidated balance sheets
As of December 31, 2005 and 2004
Memorandum accounts
                   
    2005   2004
 
    (stated in thousands of pesos)
DEBIT-BALANCE ACCOUNTS
               
Contingent
               
—Loans borrowed (unused amounts)
    164,709       12,693  
—Guarantees received
    1,848,718       1,572,284  
—Contingent debit-balance contra accounts
    185,631       154,361  
             
      2,199,058       1,739,338  
             
 
Control
               
—Receivables classified as irrecoverable
    818,433       824,501  
—Other
    2,920,865       2,911,113  
—Control debit-balance contra accounts
    82,050       92,873  
             
      3,821,348       3,828,487  
             
 
Derivatives
               
—Notional value of put options taken
    133,456       10,453  
—Notional value of forward transactions without delivery of underlying asset
    15,301       22,304  
—Derivative debit-balance contra accounts
    288,512       144,359  
             
      437,269       177,116  
             
 
Trust Activity
               
—Trust funds (see note 14.)
          16,782  
             
            16,782  
             
 
TOTAL
    6,457,675       5,761,723  
             
 
CREDIT-BALANCE ACCOUNTS
               
 
Contingent
               
—Unused portion of loans granted covered by debtors classification regulations
    (20,118 )     (22,702 )
—Guarantees provided to the Central Bank of Argentina
          (422 )
—Other guarantees provided covered by debtors classification regulations
    (94,402 )     (90,285 )
—Other guarantees provided not covered by debtors classification regulations
    (1,474 )     (2,335 )
—Other covered by debtors classification regulations
    (69,637 )     (38,617 )
—Contingent credit-balance contra accounts
    (2,013,427       (1,584,977 )
             
      (2,199,058 )     (1,739,338 )
             
 
Control
               
—Checks to be credited
    (82,050 )     (92,873 )
—Control credit-balance contra accounts
    (3,739,298 )     (3,735,614 )
             
      (3,821,348 )     (3,828,487 )
             
 
Derivatives
               
—Notional value of call options sold
    (120,886 )      
—Notional value of put options sold
    (112,423 )     (122,055 )
—Notional value of forward transactions without delivery of underlying asset
    (55,203 )     (22,304 )
—Derivatives credit-balance contra accounts
    (148,757 )     (32,757 )
             
      (437,269 )     (177,116 )
             
 
Trust activity
               
—Trust activity credit-balance contra accounts
          (16,782 )
             
            (16,782 )
             
 
TOTAL
    (6,457,675 )     (5,761,723 )
             
The accompanying notes 1 through 27 to the consolidated financial statements are an integral part of these statements.
 
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Banco Macro Bansud and Subsidiaries
 
Consolidated statements of income
For the years ended December 31, 2005 and 2004
                 
    2005   2004
 
    (stated in thousands
    of pesos)
FINANCIAL INCOME
               
Interest on cash and due from banks
    7,861       1,570  
Interest on loans to the financial sector
    6,325       3,327  
Interest on overdrafts
    53,953       25,970  
Interest on documents
    32,157       11,523  
Interest on mortgage loans
    29,655       6,887  
Interest on pledged loans
    26,160       1,641  
Interest on credit card loans
    18,233       6,011  
Interest on other loans
    121,062       61,763  
Interest on other receivables from financial intermediation
    15,115       5,611  
Income from government and private securities, net
    156,158       156,794  
Income from guaranteed loans—Presidential Decree No. 1,387/01
    28,625       14,600  
C.E.R. (Benchmark Stabilization Coefficient) adjustment
    185,421       91,435  
C.V.S. (Salary Variation Coefficient) adjustment
    1,987       508  
Other
    67,138       40,251  
             
      749,850       427,891  
             
 
FINANCIAL EXPENSE
               
Interest on checking accounts
    2,647       2,335  
Interest on savings accounts
    4,302       3,161  
Interest on time deposits
    106,486       49,253  
Interest on financing from the financial sector
    980       79  
Interest on other liabilities from financial intermediation
    13,839       9,959  
Other interest
    13,288       9,646  
Net loss from options
    1,017       5  
C.E.R. adjustment
    117,048       25,336  
Other
    43,569       33,430  
             
      303,176       133,204  
             
 
GROSS INTERMEDIATION MARGIN—GAIN
    446,674       294,687  
             
 
PROVISION FOR LOAN LOSSES
    70,309       36,467  
             
 
SERVICE-CHARGE INCOME
               
Related to lending transactions
    19,171       7,867  
Related to deposits
    199,970       99,537  
Other fees
    12,866       7,414  
Other
    71,134       39,607  
             
      303,141       154,425  
             
 
SERVICE-CHARGE EXPENSE
               
Fees
    31,214       4,989  
Other
    28,296       19,974  
             
      59,510       24,963  
             
 
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Banco Macro Bansud and Subsidiaries
 
                 
    2005   2004
 
    (stated in thousands
    of pesos)
 
ADMINISTRATIVE EXPENSES
               
Personnel expenses
    254,821       132,575  
Director’s and statutory auditor’s fees
    14,142       5,861  
Other professional fees
    26,104       16,773  
Advertising and publicity
    22,668       12,048  
Taxes
    5,808       3,353  
Other operating expenses
    104,826       74,436  
Other
    14,657       9,890  
             
      443,026       254,936  
             
 
NET INCOME FROM FINANCIAL INTERMEDIATION
    176,970       132,746  
             
 
OTHER INCOME
               
Income from long-term investments
    2,724       27  
Penalty interest
    3,167       1,339  
Recovered loans and allowances reversed
    168,064       88,398  
C.E.R. adjustment
    191        
Other
    44,355       19,817  
             
      218,501       109,581  
             
 
OTHER EXPENSES
               
Penalty interest and charges payable to the Central Bank of Argentina
    33       146  
Charge for other-receivables uncollectibility and other allowances
    39,177       3,920  
C.E.R. adjustment
    3        
Amortization of differences from amparos
    14,100       11,665  
Other
    45,370       32,920  
             
      98,683       48,651  
             
 
MINORITY INTEREST
    (27 )      
INCOME BEFORE INCOME TAX
    296,761       193,676  
             
 
INCOME TAX
    34,042       699  
             
 
NET INCOME FOR THE FISCAL YEAR
    262,719       192,977  
             
 
NET INCOME PER SHARE(1)stated in pesos
    0.43       0.32  
             
 
(1) See note 10.
The accompanying notes 1 through 27 to the consolidated financial statements are an integral part of these statements.
 
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Banco Macro Bansud and Subsidiaries
 
Statements of changes in shareholders’ equity
For the fiscal years ended December 31, 2005 and 2004
                                                 
        Adjustments to   Earnings reserved        
    Capital   shareholders’       Unappropriated    
Changes   stock(1)   equity   Legal   Voluntary   earnings(3)   Total
 
    (stated in thousands of pesos)
Balances as of December 31, 2003(3)
    608,943       4,511       174,629       211       336,925       1,125,219  
Distribution of unappropriated retained earnings approved by the Shareholders’ Meeting held on April, 30 and July 21, 2004:
                                               
—Legal reserve
                    47,480               (47,480 )      
—Cash dividends(2)
                                    (60,894 )     (60,894 )
Net income for the year
                                    192,977       192,977  
                                     
Balances as of December 31, 2004
    608,943       4,511       222,109       211       421,528       1,257,302  
                                     
Distribution of unappropriated retained earnings approved by the Shareholders’ Meeting held on April, 28, 2005:
                                               
—Legal reserve
                    23,193               (23,193 )      
—Cash dividends(2)
                                    (30,447 )     (30,447 )
Net income for the year
                                    262,719       262,719  
                                     
Balances as of December 31, 2005
    608,943       4,511       245,302       211       630,607       1,489,574  
                                     
 
(1) See note 10.
 
(2) Through resolution of July 20, 2004, the Central Bank authorized the above mentioned cash dividends distribution.
 
(3)  Modified from its original version to apply the adjustments to prior years’ income to these consolidated financial statements (See notes 4.2. and 7.).
The accompanying notes 1 through 27 to the consolidated financial statements are an integral part of these statements.
 
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Banco Macro Bansud and Subsidiaries
 
Consolidated statements of cash flows
For the fiscal years ended December 31, 2005 and 2004
                     
    2005   2004
 
    (stated in thousands
    of pesos)
Cash provided by (used in) operating activities
               
 
Financial income collected
    792,215       412,864  
 
Service-charge income collected
    302,738       159,501  
 
Other sources of cash(1)
    85,135       370,215  
Less:
               
 
Financial expenses paid
    (284,936 )     (188,416 )
 
Services-charge expenses paid
    (59,193 )     (24,895 )
 
Administrative expenses paid
    (406,821 )     (220,498 )
 
Other uses of cash
    (27,998 )     (33,685 )
             
   
Net cash provided by operating activities
    360,960       475,086  
             
Plus:
               
Cash provided by (used in) investing activities
               
 
(Increase)/decrease in government and private securities
    (706,893 )     474,860  
 
(Increase) in loans
    (573,255 )     (904,902 )
 
Decrease/(increase) in other receivables from financial intermediation
    529,526       (838,470 )
 
(Increase)/decrease in other assets
    (238,629 )     (25,322 )
             
   
Net cash used in investing activities
    (989,251 )     (1,293,834 )
             
Plus:
               
Cash provided by (used in) financing activities
               
 
Increase in deposits
    1,252,599       807,032  
 
(Decrease) in other liabilities
    (1,667 )     (9,037 )
 
(Decrease)/increase in other liabilities from financial intermediation
    (775,326 )     779,608  
 
Cash dividends paid
    (30,447 )     (60,894 )
             
   
Net cash provided by/(used in) financing activities
    445,159       1,516,709  
             
 
(Decrease)/Increase in cash and cash equivalents
    (183,132 )     697,961  
             
 
Cash and cash equivalents at the beginning of fiscal year (restated)
    1,372,261       674,300  
             
 
Cash and cash equivalents at the end of the fiscal year
    1,189,129       1,372,261  
             
 
(1)  As of December 31, 2005, includes 40,838 related to cash of Banco Empresario de Tucumán Cooperativo Limitado (see note 3.8) and as of December 31, 2004, 336,265 related to cash of Nuevo Banco Suquía S.A. (see note 3.1.).
The accompanying notes 1 through 27 to the consolidated financial statements are an integral part of these statements
 
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Notes to the consolidated financial statements
As of December 31, 2005 and 2004
(Stated in thousands of pesos, except otherwise indicated)
1. OVERVIEW OF THE BANK
Macro Compañía Financiera S.A. was created in 1977 as a non banking financial institution. On May 30, 1988, it was granted the authorization to operate as a commercial bank, and was incorporated, under the name of Banco Macro S.A.
After 1994, Banco Macro S.A.’s target market was primarily focused on regional areas outside the city of Buenos Aires. Following this strategy, in 1996, Banco Macro S.A. began the process of acquiring banks and the assets and liabilities of privatized provincial and other banks.
On December 19, 2001 Banco Macro agreed to acquire 59.58% of the capital stock and 76.17% of the voting rights of Banco Bansud. The acquisition was effective January 4, 2002 upon approval of the Central Bank of Argentina.
During 2003, the shareholders decided to merge both financial institutions with the strategic objective of creating a financial institution with a presence throughout Argentina. In December 2003 the merger of Banco Macro S.A. with and into Banco Bansud S.A. was authorized by the Central Bank of Argentina (the Central Bank) and the name was changed to Banco Macro Bansud S.A (the Bank or Banco Macro Bansud).
The Bank offers traditional commercial banking products and services to small and medium sized companies and companies operating in regional economies, and to low and middle income individuals.
Banco Macro Bansud conducts certain operations through subsidiaries, including Nuevo Banco Suquía S.A. (a bank acquired in December 2004—for further information see note 3.1), Sud Bank & Trust Corporate Limited (a bank organized under Bahamas legislation), Macro Securities S.A. Sociedad de Bolsa (formerly known Sud Valores S.A. Sociedad de Bolsa), Sud Inversiones & Análisis S.A., Sud Valores S.G.F.C.I. S.A. and Macro Valores S.A. The chart showing the organizational structure as of December 31, 2005 is disclosed in note 4.1., with the percentages indicating the ownership interests and voting rights in each subsidiary.
Banco Macro S.A.’s shares have public offer and are listed at the Buenos Aires Stock Exchange since November 1994 (see additionally note 10).
2. THE BANK, THE ARGENTINE MACROECONOMIC ENVIRONMENT AND FINANCIAL SYSTEM
The Argentine economic and financial situation worsened in 2001, when the Argentine Government (the Federal Government) suspended payments on the sovereign debt and imposed severe restrictions on cash withdrawals from financial institutions.
In early 2002, the Argentine Congress enacted Public Emergency and Foreign Exchange System Reform Law No. 25,561. This law introduced significant changes to the economic model implemented until that date and amended the Convertibility Law (the currency board that pegged the Argentine peso at parity with the US dollar) effective since March 2001. After a period of an official foreign exchange market, a single foreign exchange market was established, subject to Central Bank (Central Bank of Argentina) requirements and regulations. Such laws and subsequent presidential decrees established, among others, measures that affected the financial system, primarily related to the conversion into
 
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pesos of its assets and liabilities in foreign currency at different exchange rates and the related compensatory measures.
Since 2003, the current government administration has launched a program that included important measures such as the lifting of the restrictions on bank deposits, the relaxing of foreign-exchange controls and the monetary reunification. In addition, during 2005, the government debt restructuring process was completed and the Argentine Government settled its payable to the International Monetary Fund. Also, the banking system is undergoing a financial strengthening process.
The presentation of the financial statements requires Management to make estimates and assumptions which affect the reported figures of assets, liabilities income, expenses and contingencies. The actual amounts and results could differ from these estimates.
These consolidated financial statements should be read in the light of the events explained above.
The following are the measures implemented by the Argentine Government since the late 2001 economic crisis. Certain measures are still prevailing as of the date of these financial statements. Additionally, below are descriptions of the actions implemented by the Bank to address such effects.
a)     Financial compensation to financial institutions
1)     As to devaluation and compulsory conversion into pesos (“pesification”)
Under Law No. 25,561 and the Presidential Decrees No. 214/02, No. 494/02, No. 905/02 and No. 2,167/02, the Federal Government established a compensation mechanism for financial institutions for the effects of those measures as a result of:
The losses caused by the conversion into pesos of a significant portion of their liabilities at the Ps. (Argentine pesos or ARS) 1.40 per U.S. dollar, greater than the exchange rate of Ps.1 per U.S. dollar established for the conversion into pesos of a significant portion of its dollar-denominated assets. The compensation mechanism would be achieved through the issuance and delivery of a peso-denominated Compensatory Bond maturing in 2007 (Boden 2007).
 
The currency mismatch generated by the compulsory pesification of different financial institutions’ assets and liabilities. This would be achieved through the conversion of the originally peso-denominated Compensatory Bond into a dollar-denominated Compensatory Bond and, if necessary, through the subscription of a dollar-denominated Coverage Bond (which entailed obtaining a loan from the Central Bank). To achieve this the government established the issuance of dollar-denominated bonds maturing in 2012 (Boden 2012).
During August, September and October 2005, Banco Macro Bansud S.A. and its subsidiary, Nuevo Banco Suquía S.A., received the remaining compensation requested as mentioned above and paid the related liabilities to the Central Bank.
In addition, the Bank assigned a portion of BODEN 2012 (compensation and coverage) to settle net liabilities for such securities existing as of the date when such bonds were received. As a result, BODEN 2012 at a face value of thousand USD 62,183 were valued at their quoted prices.
 
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The consolidated amounts recorded in the financial statements as of each date on such account, net of the transactions performed, are as follows:
                       
    Amounts as of   Amounts as of    
    December 31,   December 31,    
Recorded in   2005   2004   Description
 
     
Government securities—Holdings in investment accounts     105,416       53,856     Portion of the compensation received
 
•  Boden 2007—Compensation(a)
    10,705       53,856      
 
•  Boden 2012—Compensation
    94,711              
Other receivables from financial intermediation—Securities and foreign currency receivable from spot and forward purchases pending settlement     82,244       91,454     Portion of the compensation received
 
•  Boden 2012—Compensation
    82,244       91,454      
Other receivables from financial intermediation—Other receivables not covered by debtors classification regulations             609,791     Compensation and Coverage bonds to be issued to the Bank.
 
•  Boden 2012—Coverage
            280,088      
 
•  Boden 2007—Compensation
            184,691      
 
•  Boden 2007—Compensation
            145,012      
                 
Total assets
    187,660       755,101      
                 
Other liabilities from financial intermediation—Other and Accrued interest, adjustments, foreign exchange and quoted price differences payable             38,162     Obligation to repay to the Central Bank for the agreed adjustments to the compensation
Other liabilities from financial intermediation—Other and Accrued interest, adjustments, foreign exchange and quoted price differences payable             204,634     Obligations payable to the Central Bank for the future subscription of BODEN 2012 (Coverage Bond)
                 
Total liabilities
            242,796      
                 
(a) Relates to bonds received for the incorporation of certain excluded assets and liabilities of Banco Empresario de Tucumán Cooperativo Limitado (see note 3.8)
As of the date of issuance of these financial statements, there are no pending matters related to such compensation.
b)     Financial exposure to the Government sector
1)     Guaranteed Loans—Presidential Decree No. 1,387/01
In late 2001, Presidential Decrees No. 1,387/01 and 1,646/01 established the basic terms and characteristics of the exchange of Argentine public-sector debt securities and Loans for new loans called Guaranteed Loans. Subsequently, Presidential Decree No. 471/02 established, among other
 
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things, the pesification of all federal, provincial and municipal government obligations denominated in foreign currency under Argentine law, at the Ps. 1.40 to USD 1 exchange rate, or its equivalent in any other currency, the adjustments by C.E.R. (Coeficiente de Estabilización de Referencia—Benchmark Stabilization Coefficient) and the interest rate applicable to each type of government security and guaranteed loan, on the basis of its average life and original currency. “CER” is an inflation adjustment coefficient based on changes in the consumer price index, which became effective as from February 3, 2002 and it is published by I.N.D.E.C. (Instituto Nacional de Estadística y Censos—Argentine Institute of Statistics and Census)
The guaranteed loans were not subject to Ministry of Economy Resolution No. 73/02, which established the deferral of payments of the Federal Government debt.
In addition to the guaranteed loans received in the abovementioned exchange, the Bank performed other transactions that changed its position with respect to such loans.
As of December 31, 2005, and 2004, the guaranteed loans were presented in the consolidated financial statements in “Loans—To the non-financial government sector” account in an aggregate amount of 641,801 and 720,146, net of discounts, respectively. (See note 4.4.d)).
2)     Provincial debt exchange—Law No. 25,570
On October 25, 2002, the Ministry of Economy issued Resolution No. 539/02 describing the mechanism to exchange eligible provincial debt provided in sections 1 and 12, Presidential Decree No. 1,579/02. The Bank received Secured Bonds as a result of such exchange.
In addition to the secured bonds received in the abovementioned exchange, the Bank performed other transactions that changed its position with respect to such loans.
During the year ended December 31, 2004, the Bank applied a portion of its holdings of Secured Bonds to acquire the bonds to be given to its depositors in exchange for rescheduled deposits.
As of December 31, 2005 and 2004, these Secured Bonds were recorded in the consolidated financial statements in the “Unlisted government securities” account for 197,771 and 819,498, respectively (See Note 4.4.b)1)).
3)     Exchange of Federal government debt
Presidential Decrees Nos. 1,733/04 and 1,735/04 were issued on December 10, 2004. They established for the restructuring of the Argentine Government bonds; the payment of such bonds was deferred as provided for in Section 59, Law No. 25,827 through a domestic and international exchange transaction. Such transaction should be carried out within the scope and terms and conditions detailed in such decrees and in the offer prospectus.
The restructuring comprised a global exchange offer with holders in the United States, Argentina and several countries in Europe and Asia. The government securities eligible for restructuring include all securities issued before December 31, 2001. Three new debt securities (par, quasi-par and discount) were issued with a separable unit linked to GDP, replacing the government securities eligible for restructuring. All of them mature from 30 to 42 years as from December 31, 2003, at interest rates ranging from 1.33% to 8.28%.
In January 2005, the exchange was launched in Argentina and the terms and conditions of the offer were presented in Europe and the United States. The final acceptance level was approximately 76%.
In June 2005, the Argentine government exchanged the government securities eligible for restructuring for the new bonds and credited such bonds to the respective bank accounts through Caja de Valores
 
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(depository trust company). In this respect, the Bank received Argentine discount bonds in Argentine pesos in the amount of 12,049.
c)     Deposits—Rescheduling of Amounts.—Exchange for Federal Government bonds (Exchanges I and II)
As a result of the economic crisis, the Federal Executive issued Decree No. 1,570/01 establishing severe restrictions on cash withdrawal from financial institutions. Subsequently, a number of regulations were issued to reschedule the maturity of certain deposits existing in the financial system (CEDROS). The Central Bank, through a series of Communiqués, established the dates for the reimbursements of deposits based on their currency and amounts. The last available date is August 2005.
As part of the process related to lifting restrictions on bank deposits, the Federal Executive Branch established Exchanges I and II for financial system deposits. Through those exchanges, holders of deposits could opt to receive government securities in consideration for their rescheduled deposits.
In relation to Exchanges I and II, the total deposits settled by the former Banco Macro S.A. and the former Banco Bansud S.A. amounted to 353,389 (246,457 related to the former Banco Bansud S. A. and 106,932 related to the former Banco Macro S.A.). As of December 31, 2004, all exchanges were completed.
d)     Legal actions
The measures adopted by the Federal Executive in 2002 with respect to the situation of public emergency in political, economic, financial and foreign exchange matters triggered a number of legal actions brought by individuals and companies against the Federal Government, the Central Bank and financial institutions. The legal actions claimed that some of those measures infringed upon their constitutional rights. These actions are known as amparos.
In the particular case of deposits denominated in foreign currency, the trial courts ordered, in some cases, the partial or total reimbursement of such deposits, either in foreign currency or at the free-exchange rate at the time of reimbursement, until a final pronouncement was made as to the constitutionality of the pesification of foreign-currency deposits, as previously established.
Some of such claims were filed with the Argentine Supreme Court, which determined whether the judgments granted by the lower courts were constitutional or not, depending on each particular case and in a different way in similar situations. In one of the last judgments, the Supreme Court established the constitutionality of the process but some aspects remained undefined. It should be noted that the effects of the Supreme Court’s judgment were limited to the parties to each case, which may change in the future. Nevertheless, lower courts usually follow and apply Supreme Court precedents.
If the courts make a final favorable decision on the constitutionality of pesification of foreign-currency deposits, the Bank would be entitled to require the reimbursement of the amounts paid in excess of the amount required by effective regulations. Conversely, if the courts decide that deposits should be settled in foreign currency at the higher rates, there may be further claims against the Bank. However, the Bank’s management believes that these additional payments should be eventually included in the compensation mechanisms implemented to compensate financial institutions for the effects of the asymmetrical pesification of their assets and liabilities.
There still is uncertainty as to the final court decisions and their potential effects on: (i) the recoverability of the capitalized amounts—see below and note 6; (ii) court’s decisions which required the Bank to pay to certain depositors a portion of the original amount in US dollars; and (iii) the contingent risk of potential additional unasserted legal claims.
 
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During 2005 and to the date of issuance of the accompanying financial statements, the courts did not issue a final decision regarding the substance of such actions, the injunctions were reduced significantly and the deposits originally denominated in USD rescheduled expired.
Taking into account the previous comments, the Bank’s management and legal counsel estimate that there would be no additional significant effects on the Bank’s financial position that could derive from the final outcome of such actions.
According to Communiqué “A” 3,916 dated April 3, 2003, the Bank carried a net capitalized amount of 42,632 and 50,037 as of December 31, 2005, and 2004, respectively, as “Intangible assets”. These amounts represent the difference between the amount of the original foreign currency deposits converted at the higher exchange rate dictated by the courts and the amount converted at the lower exchange rate pursuant to the regulations (pesification at Ps.1.4 to USD1 exchange rate, or its equivalent in another currency, plus C.E.R.).
3. BANK OPERATIONS
3.1. Acquisition of Nuevo Banco Suquía S.A.
On April 27, 2004, the Bank decided to participate in the bidding process for the purchase of Nuevo Banco Suquía S.A. to increase its market share, under the framework of a competitive bidding process in which three other bidders participated. The Evaluation Committee for the bidding process carried out by Banco de la Nación Argentina (B.N.A.) for the sale of 100% of the shares (15,000,000 shares of common stock entitled to one vote per share) of Nuevo Banco Suquía S.A. preliminarily awarded the winning bid to the Bank. The stock purchase agreement was signed on September 30, 2004.
On December 9, 2004, Central Bank’s Board of Governors issued Resolution No. 361, whereby it approved the transfer of shares representing 100% of the capital stock of Nuevo Banco Suquía S.A. in favor of the Bank.
On December 22, 2004, the shares of Nuevo Banco Suquía S.A. were transferred to the Bank, in consideration of which the latter paid 16,407 in cash. Because Nuevo Banco Suquía S.A.’s shareholders’ equity (book value) amounted to 16,890, the Bank recorded a negative goodwill of 483.
On the same date, the Bank made an irrevocable capital contribution for future capital increases in the amount of 288,750, as agreed in the bid, and increased Nuevo Banco Suquía S.A.’s shareholders’ equity by the same amount. Additionally, on the same date, at the Regular and Special Shareholders’ Meeting of Nuevo Banco Suquía S.A. the former shareholders approved a motion to capitalize those irrevocable capital contributions, and, therefore, the capital stock increased to 303,750 (303,750,000 shares of common stock entitled to one vote per share).
On March 14, 2005, as established in Central Bank’s Board of Governors point 7 of Resolution No. 361. Banco Macro Bansud S.A. sold 50,000 shares of Nuevo Banco Suquía S.A. to three shareholders for 50; no gain or loss was recognized. Therefore, as from that date, Banco Macro Bansud S.A. holds 99.984% of the capital stock and votes of Nuevo Banco Suquía S.A.
Also, on April 8, 2005, in accordance with the ruling issued by Argentine anti-trust authorities dated March 7, 2005, the Department of Technical Coordination of the Ministry of Economy and Production authorized Banco Macro Bansud S.A. to acquire the capital stock of Nuevo Banco Suquía S.A.
3.2.    Agreement with the Misiones Provincial Government
In 1997, due to the merger of Banco de Misiones S.A. with and into the former Banco Macro S.A., Banco Macro Bansud S.A., as surviving company, was appointed the Provincial Government’s
 
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exclusive financial agent, as well as revenue collection and obligation payment agent, for a term of five-year term as from January 1, 1996.
On November 25, 1999, the Bank and the Misiones Provincial Government executed a special-relationship extension agreement. The term agreement mentioned in the preceding paragraph was thereby through December 31, 2007, and the prices of the services to be rendered over such period were set. In addition, the Bank was given the option to extend the agreement a further two years, i.e. through December 31, 2009.
As of December 31, 2005, the amounts of deposits held by the Misiones Provincial Government in the Bank are 268,057 (includes 23,533 of deposits subject to court proceedings).
3.3.    Agreement with the Salta Provincial Government
Due to the merger of Banco de Salta S.A. with and into the former Banco Macro S.A., for a ten-year term as from March 1, 1996, Banco Macro Bansud S.A., as surviving company, became the Provincial Government’s exclusive financial agent and the mandatory channel for all the Province’s payments, deposits and collections.
In addition, on February 22, 2005, the Ministry of the Treasury and Publics Works of the Province of Salta approved the addendum to the special relationship agreement, which extended this agreement term, and its supplementary, extension and additional agreements for a ten-year term as 2005. Such term expires on March 1, 2016.
As of December 31, 2005, the amounts of deposits held by the Salta Provincial Government in the Bank are 191,957 (includes 45,891 of deposits subject to court proceedings).
3.4.    Agreement with the Jujuy Provincial Government
Due to the merger of Banco de Jujuy S.A. with and into the former Banco Macro S.A., for a term of ten years as from January 12, 1998, Banco Macro Bansud S.A., as surviving company, shall be the Provincial Government’s exclusive financial agent and the mandatory channel for all the Province’s payments, deposits and collections.
During the year 2005, the contract was extended until November 4, 2014.
As of December 31, 2005, the amounts of deposits held by the Jujuy Provincial Government in the Bank are 328,878 (includes 35,945 of deposits subject to court proceedings).
3.5.    Acquisition of assets and liabilities of the former Scotiabank Quilmes S.A.
Through Resolution No. 523 of August 20, 2002, the Central Bank’s Board of Governors approved the formation of Laverc Trust and the transfer of certain assets of Scotiabank Quilmes S.A. (SBQ) into this trust. The trust issued Class “A”, “B” and “C” certificates of participation. In such resolution, the Central Bank also approved to the transfer of 35% of Class “A” and “B” certificates to the former Banco Bansud S.A., in compensation for the deposits assumed by the Bank. In addition, the abovementioned Resolution authorized the former Banco Bansud S.A. to incorporate 36 branches of SBQ.
The Bank incorporated Class “A” and “B” certificates of participation and the liabilities assumed at the values calculated according to Central Bank’s rules and the abovementioned resolutions, which were similar to the fair values thereof as of the transaction date. As a result, this transaction had no material effects on the Bank’s shareholders’ equity because assets acquired and liabilities assumed had the same value.
 
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As of December 31, 2004, the Bank recorded an amount of 6,774 (nil at December 31, 2005) under “Other receivables from financial intermediation—Other not included in debtors classification standards”. This receivable was paid by the LAVERC trust after such year-end.
3.6.    Agreement and purchase of certain assets of Sociedad Anónima del Atlántico Compañía Financiera (SADELA)
On February 13, 2004, the Central Bank’s Board of Governors issued Resolution No. 46 regarding the transfer of secured assets and liabilities from SADELA under the framework of Financial Institutions Law section 35 bis, Title II (Exclusion Resolution).
The Exclusion Resolution, recital 36, recognized that the obligations undertaken by Banco Macro Bansud S.A. regarding the SADELA deposits shall be exclusively limited to the recorded balances thereof, and that the Bank shall not become legal successor to SADELA with respect to such deposits.
On March 18, 2004, Banco Macro Bansud S.A., SEDESA and SADELA executed the Agreement for the Sale and Assignment of certain assets of SADELA pursuant to Central Bank Resolution No. 46. In addition, on the same date, Banco Macro Bansud S.A. and SADELA executed the “Memorandum of Compliance with section 35 bis, Financial Institutions Law by SADELA”, for the purpose of setting rules, rights, obligations and conditions under which SADELA transferred and Banco Macro Bansud S.A. received the ownership of assets in the amount of 33,058, free from any encumbrance or title restriction. Such transaction did not bring about any significant effects on the Bank’s shareholders’ equity.
The Bank incorporated the assets and liabilities assumed at the values calculated according to Central Bank’s rules and the abovementioned resolutions, which were similar to the fair values thereof as of the transaction date. This transaction had no material effects on the Bank’s shareholders’ equity because assets and liabilities were assumed in the same amount.
3.7. Uniones Transitorias de Empresas (JOINT VENTURES)
a)     Banco Macro—Siemens Itron
The Bank participates in the “Banco Macro—Siemens Itron—Unión Transitoria de Empresas” (a joint venture jointly controlled having an interest of 50%), under the agreement entered into by the former Banco Macro S.A. and Siemens Itron Business Services S.A. on April 7, 1998. The current subject-matter of the Unión Transitoria de Empresas (joint venture) agreement is to provide a provincial data processing center to manage tax-related assets, to modernize tax collection systems and procedures in the province of Salta, and to manage and recover the tax and municipal assessment debt.
As of December 31, 2005 and 2004, the net assets amounted to 2,424 and 3,930, respectively, and net income of the joint venture amounted to 4,185 and 3,738, respectively. Under Central Bank rules, this interest is consolidated through the proportionate consolidation method (both net assets and income).
b)     BMB M&A
On October 22, 2004, the Bank entered into a joint venture agreement named “BMB M&A—Unión Transitoria de Empresas” (jointly controlled having an interest of 50%) with Montamat & Asociados S.R.L. The subject-matter of such agreement will be to render audit services related to oil & gas royalties and tax easements in the province of Salta to optimize the collection thereof.
As of December 31, 2005, the net assets amounted to 1,153. Under Central Bank rules, this interest is consolidated through the proportionate consolidation method (both net assets and income).
3.8.    Banco Empresario de Tucumán Cooperativo Limitado (Banco Empresario)
On November 11, 2005, through Resolution No. 345, the Central Bank’s Board of Governors notified Banco Macro Bansud of the authorization to transfer certain excluded assets and liabilities of Banco
 
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Empresario de Tucumán Cooperativo Limitado under the provisions of section 35 bis (II), Financial Institutions Law.
Therefore, the Bank recorded assets and liabilities amounting to 101,787 and 158,287, respectively, for such transaction, which were offset by a capital contribution of 56,500 made by SEDESA. Consequently, such transaction did not have any significant effects on the Bank’s shareholders’ equity.
3.9.    Banco del Tucumán S.A.
On November 24, 2005, Banco Macro Bansud S.A. signed a stock purchase agreement whereby the Bank would acquire from Banco Comafi S.A. 75% of the capital stock and voting rights in Banco del Tucumán S.A. The price of that transaction is fixed at: (i) 10,234 paid by the Bank in cash upon signing the agreement and is recorded under “Other receivable—Other” and (ii) in thousands USD 13,858 payable upon closing the transaction, subject to adjustments to the price to be determined based on the final value of certain assets and liabilities of Banco de Tucumán S.A. In addition, such transaction is still subject to the approval, by the Central Bank, Federal Anti-Trust Board authorities and the Government of the Province of Tucumán and, therefore, to the date of issuance of these financial statements, the Bank has not taken control over Banco del Tucumán S.A. as of December 31, 2005.
Based on the financial information provided by Banco del Tucumán S.A. (unaudited information), as of December 31, 2005, such bank has assets amounting to 827,028, liabilities amounting to 777,096 and shareholders’ equity amounting to 49,932.
4. SIGNIFICANT ACCOUNTING POLICIES
The preparation of the Bank’s financial statements requires Management to make, in certain cases, estimates and assumptions to determine the book amounts of assets and liabilities, as well as the disclosure of contingent assets or liabilities as of each of the dates of presentation of the accounting information included in these financial statements.
Management records entries based on the best estimates according to the likelihood of occurrence of different future events and the final amounts may differ from such estimates, which may have a positive or negative impact on future periods.
4.1. Consolidation and basis of presentation
The Consolidated Financial Statements have been prepared taking into account accounting principles issued by the Central Bank (Central Bank’s rules).
For the purpose of these financial statements certain disclosures related to formal legal requirements for reporting in Argentina, have been omitted since they are not required for SEC reporting purposes.
Under Central Bank’s rules and F.A.C.P.C.E. (Federación Argentina de Consejos Profesionales de Ciencias Económicas—Argentine Federation of Professional Council in Economic Sciences) Technical
 
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Resolution No. 4, Banco Macro Bansud S.A. has consolidated the following subsidiaries as of December 31, 2005 and 2004:
                                         
            Percentage held of   Equity
            Investment
    Shares       amounts as of
        Capital       December 31,
Company   Class   Number   Stock   Votes   2005
 
Nuevo Banco Suquía S.A.(1)
    Common       303,700,000       99.984 %     99.984 %     473,117  
Sud Bank & Trust(4)(5)
    Common       9,816,899       99.999 %     99.999 %     103,638  
Macro Securities S.A. Sociedad de Bolsa(2)(4)
    Common       940,500       99.000 %     99.000 %     10,906  
Sud Inversiones & Análisis S.A. (4)
    Common       2,344,134       99.999 %     99.999 %     3,465  
Sud Valores S.G.F.C.I.S.A.(3)(4)
    Common       47,750       19.100 %     19.100 %     390  
Macro Valores S.A.(4)
    Common       1,349,290        99.95 %      99.95 %     3,732  
 
(1) From December 22, 2004.
 
(2)  Banco Macro Bansud S.A. has an indirect equity interest in Macro Securities S.A. Sociedad de Bolsa of 1% (through its subsidiary Sud Inversiones & Análisis S.A.—S.I.A.S.A.), in addition to the direct equity interest of 99% in such company.
 
(3) Consolidated through S.I.A.S.A., its parent company (percentage held of capital stock and votes: 80.90%).
 
(4) Consolidated as of December 31, 2005 and 2004.
 
(5) Sud Bank & Trust consolidates with Sud Asesores (ROU) S.A. (percentage held of votes: 100%. As of December 31, 2005, the equity investment amounts to 267).
The intercompany transactions have been eliminated.
As of December 31, 2005 and 2004, prior to consolidation, the financial statements of Sud Bank & Trust were conformed to accounting principles generally accepted in the City of Buenos Aires, Argentina (Argentine GAAP) and Central Bank’s rules. As they were originally stated in United States Dollars, they were translated into pesos following the procedures indicated below:
a)     Assets and liabilities were translated at Central Bank’s benchmark US dollar exchange rate as of the closing date on the last business day of the year.
b)     Capital stock, additional paid-in capital and irrevocable contributions were translated at the effective exchange rate as of the date on which such contributions were made.
c)     Retained earnings were estimated by the difference between assets, liabilities and owners’ contributions as indicated above.
d)     The amounts of income statement accounts were translated into pesos, as described in a) above. The difference between the addition of amounts and the lump-sum income (loss) for each period (difference between retained earnings at beginning of year and retained earnings as of period-end) was recorded in the consolidated statements of income in the “Financial income—Other” or “Financial expense—Other” accounts, as the case may be.
4.2.    Comparative information
The consolidated financial statements as of December 31, 2005, are presented comparatively with those of December 31, 2004.
 
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4.3.    Restatement in constant pesos
Argentine GAAP requires financial statements to be stated in constant pesos. In a monetary stability context, the nominal currency is used as constant currency, but, in an inflationary or deflationary context, the financial statements should be stated in pesos reflecting the purchasing power as of their closing date by recognizing the changes in the domestic WPI (Wholesale Price Index) published by the I.N.D.E.C. under F.A.C.P.C.E. Technical Resolution No. 6 restatement method.
The Bank’s consolidated financial statements recognize the changes in the peso purchasing power until February 28, 2003, under Presidential Decree No. 664/03, I.G.J. General Resolution No. 4/03, C.N.V. 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. See note 6.a)1).
The accounting information is restated in constant currency on a monthly basis, using INDEC’s domestic WPI measurements.
The restatement coefficient for a given month will result from dividing the index value at the end of the month by the value at the beginning.
The procedure is as follows:
  i)     Assets and liabilities are classified into monetary and non-monetary. Monetary assets and liabilities are those that are not adjusted for inflation, but generate a monetary gain (loss). The effect of inflation is broken down depending on its origin, i.e., monetary gain (loss) on financial intermediation, monetary gain (loss) on other transactions and monetary gain (loss) on other operating expenses.
 
  ii)     Non-monetary assets and liabilities, shareholders’ equity and statement-of-income accounts are restated.
4.4.    Valuation methods
Main valuation methods used to prepare the consolidated financial statements under Central Bank’s rules are the following:
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 year-end. Additionally, assets and liabilities denominated in other foreign currencies were converted at Central Bank’s benchmark exchange rate. Foreign exchange differences were recorded in the income statement for each year-end as foreign exchange, net.
b) Government and private securities:
          b.1) Government securities:
  Listed:
                           i)  Holdings in investment accounts—compensation received from the Federal government: Under the Central Bank Communiqué “A” 3,785 they were stated at face values, plus interest accrued under the issuance terms. As described in Note 4.4.a), they were translated into pesos, as the case may be.
 
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  ii)  Holdings for trading or intermediation transactions: they were stated at the effective quoted price for each security as of each year-end. Differences in quoted market values were recorded in the income statement.
  Unlisted:
  i)  Secured bonds under Presidential Decree No. 1,579/02: as of December 31, 2005, and 2004, they were valued as established by Central Bank Communiqué “A” 3,911, as supplemented, as explained in note 4.4.c)
  ii)  Argentine External Bills Coupons 2004 series 74, Tax Credit Certificates, other expired and unpaid government securities and other holdings: they were valued under Central Bank Communiqué “A” 4,084, as supplemented.
  Instruments issued by the Central Bank:
  i)  Listed—LEBAC (Letras del Banco Central—Central Bank bills): they were valued at the effective quoted price as of each year-end. Market value differences were recorded in the income statement.
  ii)  Unlisted—LEBAC: they were valued at their face value, adjusted by C.E.R., plus interest accrued until each year-end, applying the rates stipulated in their issuance conditions.
  iii)  Listed—NOBAC (Notas del Banco Central—Central Bank notes): they were valued at their effective quoted price of the respective note as of each year-end. Market value differences were recorded in the income statement.
  iv)  Unlisted—NOBAC (Notas del Banco Central—Central Bank notes, adjusted by C.E.R.): as of December 31, 2004, they were valued at their face value, adjusted by C.E.R., plus interest accrued until year end, applying the rates stipulated in their issuance conditions.
          b.2) Investments in listed private securities:
  Corporate bonds, Debt securities of financial trusts, Shares and Mutual funds: they were valued at the effective quoted price at year-end. Market value differences were recorded in the income statement.
 
  Certificates of participation in financial trusts: As of December 31, 2005, Macro Personal V certificates were valued at cost plus interest accrued at year-end. Additionally, the necessary allowances were recorded, pursuant to Central Bank Communiqué “A” 2,729, as supplemented. Such net value does not exceed the value arising from the shareholders’ equities of the respective trusts’ financial statements as of December 31, 2005, considering the Bank’s percentage of holdings. As of December 31, 2004, the certificates of participation in financial trust were valued at the effective quoted price at year-end.
The Bank uses the specific identification method in determining the cost of investments sold (not classified as trading).
c) Assets included in Central Bank Communiqué “A” 3,911, as supplemented:
  As of December 31, 2005 and 2004, such assets include: (i) secured bonds under Presidential Decree No. 1,579/02, (ii) unlisted government securities—other holdings, (iii) guaranteed loans
 
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  under Presidential Decree No. 1,387/01; (iv) assistance granted to the non-financial provincial government sector and (v) other assistance granted to the non-financial government sector.
 
  The assets valued under Central Bank Communiqué ”A” 3,911 were valued at the lower of their present values or notional values. If the present value is greater than the notional value (as defined in point 4 of Central Bank Communiqué ”A” 3,911), the amount is debited to asset account and the credit is recorded in an asset offset account. If the present value is less 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 account are adjusted each month based on the values calculated in accordance with the communiqué.
 
  In the case of peso-denominated instruments which include indexation clauses, the present value was calculated based on cash flows according to the contractual conditions (taking into account, if applicable, the accumulated C.E.R. accrual by month-end), discounted at the interest rates established in point 2 of such Communiqué (for the year ended December 31, 2005: 4.00% and for the year ended December 31, 2004: 3.50%). Such calculations were made following specific guidelines established in such Communiqué (present value rate, certain effects determined for the aggregation of securities and guaranteed loans, among others).
 
  In the case of peso-denominated instruments which do not include indexation clauses, Central Bank Communiqué ”A” 4,163 established the methodology to calculate their present values. Thus, the interest rate used to discount the cash flows for the fiscal year ended December 31, 2005 was 4.50% and for the fiscal year ended December 31, 2004 was 3.71%.
d) Loans and Other Assets from the Non-Financial Government Sector:
          d.1) Guaranteed Loans (established by Presidential Decree No. 1,387/01)
Such Guaranteed Loans were valued, as explained in note 4.4.c) under Central Bank Communiqué “A” 3,911, as supplemented.
          d.2) Loans to the non-financial government sector and Other financial exposure to the non-financial government sector:
They were valued, as explained in note 4.4.c) under Central Bank Communiqué “A” 3,911, as supplemented.
e) Interest accrual:
  Interest has been accrued based on the compound interest method when earned or incurred. Interest on foreign currency and instruments whose maturity does not exceed 92 days is accrued based on a simple interest formula.
 
  The Bank suspends the accrual of interest generally when the related loan is non-performing and the collection of interest and principal is in doubt, generally after 90 days. Accrued interest remains on the Bank’s books and is considered a part of the loan balance when determining the allowances for loan losses. Interest is then recognized on a cash basis after reducing the receivable of accrued interest, if applicable.
 
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f) C.E.R. accrual:
          As of December 31, 2005, and 2004, receivables and payables were adjusted by C.E.R. as follows:
  Guaranteed loans: as explained in note 4.4.d)1).
 
  Other loans and receivables from sale of assets: Under Central Bank Communiqué “A” 3,507, as supplemented, the payments through September 30, 2002, were made under the original terms of each transaction and were recorded as prepayments. From February 3, 2002, the principal was adjusted by C.E.R. prevailing on December 31, 2005, and 2004, as the case may be.
 
  Deposits and other assets and liabilities: C.E.R. adjustment was applied as of December 31, 2005, and 2004, respectively.
g) 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. This results from evaluating the degree of debtors’ compliance with payment terms and the guarantees and collateral supporting the respective transactions under Central Bank Communiqué “A” 2,950, as supplemented.
 
  In cases where loans with specifically allocated provisions are settled and the specific provisions that had been established in previous years are greater than what is deemed necessary, the excess is reversed and recorded in current year profit.
 
  Recoveries on charged off loans are recorded directly to income.
 
  The Bank also assesses the credit risk associated with off-balance sheet contingent commitments and determines the appropriate amount of credit loss liability that should be recorded. The liability for off-balance sheet credit exposure related to contingent commitments is included in the “Provision for contingent commitments” account.
h) Loans and deposits of government securities:
  They were valued at the quoted price of each type of security, plus accrued interest. Market value differences were recorded in the income statement.
i) Other receivables from financial intermediation and Other liabilities from financial intermediation:
  i.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 related premiums accrued as of each year-end.
  i.2) “Securities and foreign currency receivable from spot and forward purchases pending settlement” and “Securities and foreign currency to be delivered under spot and forward sales pending settlement”:
  They were valued at the quoted prices of the respective securities and foreign currency as of such dates. Market value differences were recorded in the income statement.
  i.3) Compensation and Federal Government Coverage Bonds (BODEN 2012) to be received (Presidential Decree No. 905/02):
  As of December 31, 2004, the Compensation and Federal Government Coverage Bonds to be received by the Bank were recorded under “Other receivables from
 
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  financial intermediation— Other receivables not covered by debtors classification regulations”. They were stated at their nominal value, plus interest accrued according to the issuance conditions, translated into pesos as described in note 4.4.a), and net of adjustments proposed by the Central Bank in calculating the compensation (see note 2.a.1)). The related liabilities of Federal Government Compensation Bonds payable in Argentine pesos maturing in 2007 (BODEN 2007) are presented in “Other liabilities from financial intermediation”.
          i.4) Debt securities and certificates of participation in financial trusts:
    Debt securities: as of December 31, 2005 they were valued, under Central Bank Communiqué “A” 4,414, as supplemented, increasing their cost value by internal rate return. As of December 31, 2004 they were valued at the cost value, plus interest accrued as of year-end.
 
    Certificates of participation: as of December 31, 2005 and 2004, they were valued at the face value plus interest accrued as of each year-end plus C.E.R. adjustment if applicable.
  The amounts recorded in the Bank’s consolidated financial statements related to certificates of participation and debt securities held in financial trusts, net of allowances, amounted to:
                 
Financial Trusts        
    2005   2004
 
BG(a)
    82.357        
Tucumán(b)
    63.269        
Luján(b)
    42.571       20.588  
TST & AF(b)
    32.336        
Tarjeta Privada
    16.783       14.700  
San Isidro(b)
    16.782       16.782  
Onext(b)
    16.648        
Puerto Madero(b)
    12.733        
Tarjeta Shopping
    8.707       7.795  
Pharma
          12.809  
Other
    6.340       13.086  
             
Total
    298.526       85.760  
             
 
(a) On December 20, 2005, Banco Galicia y Buenos Aires S.A., in its capacity as trustor, executed an agreement with Equity Trust Company (Argentina) S.A., in its capacity as trustee, whereby the BG trust was created. Such trust’s purpose is to collect certain receivables transferred by the trustor and, with the related proceeds, settle payables and certificates of participation issued.
 
(b) See note 14.
          i.5) Other Unlisted Corporate Bonds:
As of December 31, 2005, they were valued under Central Bank Communiqué “A” 4,414, as supplemented, increasing the cost value by the internal interest rate return. As of December 31, 2004, they were valued at acquisition cost plus income accrued as of each year-end.
 
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j) Assets subject to financial leases:
  As of December 31, 2005 and 2004, they were valued at the net investment in the lease less unearned income and calculated in accordance with the conditions agreed upon in the respective agreements, by applying the interest rate imputed therein.
k) Investments in other companies:
  k.1) Non-controlled financial institutions (less than 50% ownership interest), supplementary and authorized activities:
  In Argentine pesos: they were valued at acquisition cost, plus the nominal value of dividends received, restated as explained in note 4.3.
 
  In foreign currency: they were valued at the acquisition cost in foreign currency, plus the nominal value of dividends received, converted into pesos in accordance with the criterion stated in note 4.4.a).
  k.2) In other non-controlled companies (less than 50% ownership interest): they were valued at acquisition cost, plus the nominal value of dividends received, restated as described in note 4.3., 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.
l) Other receivables— Federal Government Bonds receivable:
  As of December 31, 2005, the Bank acquired from its depositors subscription rights over Federal Government Bonds in US dollars at LIBOR maturing in 2013 for an amount of 5,193 and additionally, as of December 31, 2004 the Bank acquired from its depositors subscription rights over Federal Government Bonds in US dollars at LIBOR maturing in 2005, 2012 and 2013, and in Argentine Pesos maturing in 2007, for an amount of 19,706.
 
  As of December 31, 2005, the subscription rights were valued at their respective quoted prices at year-end.
m) Bank premises and equipment and other assets:
  They were valued at acquisition cost, restated as explained in note 4.3., less the related accumulated depreciation calculated under the straight line method and based on the estimated months of their useful life.
 
  The cost of maintenance and repairs is charged to expense as incurred. The cost of significant renewals and improvements is added to the carrying amount of the respective fixed assets.
n) Intangible assets:
  n.1) Goodwill and organization and development costs (except differences due to court orders (amparos)— Non-deductible for the determination of the computable equity): valued at their acquisition cost restated as explained in note 4.3., less the related accumulated amortization based on the estimated months of useful life.
 
  n.2) Differences due to court orders (amparos)— Non-deductible for the determination of the computable equity: as of December 31, 2005, and 2004, the “Intangible Assets— Organization and development costs” account includes 42,632 (net of amortization for 32,013) and 50,037 (net of amortization for 17,916), respectively. These amounts resulted from the difference between the amount of the original foreign currency converted at the exchange rate (higher) applied upon payment of the constitutional right protection actions (known as
 
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  amparos) and the amount recorded under regulations effective upon the payment date (pesification at Ps. 1.4 to USD 1 exchange rate, or its equivalent in other currency, plus C.E.R.). Additionally, and as disclosed in Communiqué “A” 3,916, as from April 2003, the amount recorded is amortized straight line over 60 months.
o) Valuation of options
  o.1) Put options taken: they were valued at the agreed-upon strike price (accrual method).In addition, the premiums accrued were recorded under “Other receivables from financial intermediation”.
 
  o.2) Put options sold: Such options were stated at the values of the exchange of the bonds, plus interest and C.E.R. adjustment accrued as of those dates (accrual method). Their notional value relates to amounts representing contingent obligations assumed by the Bank under put options sold on the Federal Government Bond coupons established in Presidential Decrees Nos. 905/02 and 1,836/02, as supplemented, whose holders have requested such option Management has estimated that such guarantees have a fair value of zero. Under Central Bank rules, these are recorded in memorandum accounts.
 
  o.3) Call options sold: they were valued at the effective quoted price as of the year-end. Market value differences were recorded in the income statement.
 
  o.4) Forward transactions offset: As of December 31, 2005 and 2004, they were valued at their quoted prices, effective at year-end (accrual method). Any quoted price-differences were charged to income for the year.
p) Severance payments:
  The Bank charges these payments directly to income when incurred.
q) Provisions for liabilities:
  The acquisition of Banco Bansud S.A. by Banco Macro S.A. gave rise to an original recording of negative goodwill of 365,560, which is the difference between the purchase price and the book value of the net equity acquired.
 
  On July 24, 2003, the Central Bank issued Communiqué “A” 3,984, which established the methods for disclosure and amortization of negative goodwill, as well as the treatment thereof in the merger process. Such amortization methods depend on the reasons that originated such negative goodwill and are summarized below:
  For differences between book and fair values of government securities and guaranteed loans over the period of convergence of these values.
 
  For differences between book and carrying values of the loan portfolio during the effective period thereof.
 
  For expected future losses, upon occurrence thereof.
 
  For differences between book and fair values of non-monetary assets, during the amortization term of these assets.
  The amount reversed for the fiscal year may not exceed the amount, which would have been amortized on a straight-line basis over 60 months.
 
  Therefore, if these conditions are met, such goodwill will continue to be amortized.
 
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As of December 31, 2005, and 2004, the referred goodwill is disclosed under “Provisions” in liabilities in the aggregate amounts of 73,112 and 146,224, respectively, net of accumulated amortization. Therefore, as of December 31, 2005 and 2004 the Bank amortized such goodwill and credited 73,112 to “Other Income— Recovered loans and allowances reversed”, using the proportion of the cap of 20% per year established in such Communiqué.
 
Additionally, the acquisition of Nuevo Banco Suquía S.A. by Banco Macro Bansud S.A gave rise to an original recording of negative goodwill of 483, which is the difference between the purchase price of the net assets acquired and the book value to those assets.
 
The Bank also has certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving labor and other matters. The Bank accrues liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated.
r) Shareholders’ equity accounts:
  They are restated as explained in note 4.3., except for the “Capital Stock” account which is presented at its original value. The adjustment resulting from its restatement as explained in note 4.3. is included in the “Adjustments to Shareholders’ Equity” account.
s) Consolidated Statement of Income Accounts:
  Accounts reflecting monetary transactions (financial income and expenses, service-charge income and service-charge expenses, administrative expenses, loan losses, etc.) occurred during the fiscal year ended December 31, 2005 and 2004, were computed at their historical cost.
 
  Accounts reflecting the effects of the sale, retirement or consumption of non-monetary assets were computed on the basis of the restated amounts of such assets, restated as mentioned in note 4.3.
 
  The effect of inflation on monetary assets and liabilities through February 28, 2003, has been recognized in three accounts called “Monetary loss on financial intermediation”, “Monetary loss on operating expenses” and “Monetary loss on other operations”. These accounts include monetary transactions which were restated by applying the adjustment coefficient to the historical amounts on a monthly basis.
t) Consolidated statement of cash flows:
  For the purpose of reporting cash flows, cash and cash equivalents include amounts set forth under “Cash” (“Cash on hand”, “Due from banks Correspondents” and “Others”). The consolidated statements of cash flows were prepared using the measurement methods prescribed by the Central Bank. Cash and cash equivalents represent instruments which are readily convertible to known amounts of cash and have original maturities of 90 days or less.
5.     INCOME TAX AND MINIMUM PRESUMED INCOME TAX (TOMPI)
a)     As required by Central Bank ’s rules, the Bank calculates the income tax charge by applying the 35% rate to taxable income for the year, without giving effect to temporary differences between book and taxable income.
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; while the latter is levied on the taxable income for the year, minimum presumed income tax is a minimum levy assessment by applying the current 0,2% rate to
 
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the book value of certain assets. Therefore, the Bank’s tax obligation for each year will be equal to the higher of these taxes. However, if minimum presumed income tax exceeds income tax in a given year, the excess may be credited as a payment towards any income tax in excess of minimum presumed income tax that may occur in any of the following ten years, once accumulated tax loss carry forwards (NOLs) have been used.
As of December 31, 2004, the Bank had accumulated NOLs. Also, the Bank assessed a minimum presumed income tax charge, which was capitalized under “Other receivables”.
As of December 31, 2005, the Bank estimated income tax in the amount of 34,042. Additionally, the Bank assessed a minimum presumed income tax charge, which was capitalized under “Other receivables”.
Consequently, as of December 31, 2005, the Bank maintained a total amount of 53,593 capitalized in connection with the minimum presumed income tax credit, which is considered an asset because Management estimates it will be used within ten years, which is the period allowed by Central Bank Communiqué “A” No. 4,295, as supplemented.
The following is a detail of such tax credit and the estimated NOLs, indicating the year of origin and the estimated year to use it:
             
Minimum presumed income tax
 
    Estimated year
Origination year   Amount   will be used
 
1999
  8,108     2005  
2000
  5,859     2005  
2001
  3,804     2005  
2002
  8,613     2005/9  
2003
  12,285     2005/9  
2004
  14,924     2005/9  
           
    53,593        
           
             
NOLs
 
Amount       Expiration year
 
650
        2006  
113,870
        2007  
163,571
        2008  
82,989
        2009  
250
        2010  
           
361,330
           
           
Additionally, as of December 31, 2005, the Bank prepaid 11,846 for the tax year ended December 31, 2005, recorded in the “Other receivables” account.
b)     A.F.I.P. (Administración Federal de Ingresos Públicos— Argentine Tax Authorities) and other agencies’ administrative proceedings have had different interpretations regarding the tax treatment of the effect of the pesification and C.E.R. adjustment of guaranteed loans. The Bank believes that the income related to such items is not subject to income tax and therefore has not provided for such effect in the financial statements.
 
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6. DIFFERENCES BETWEEN CENTRAL BANK’S RULES AND PROFESSIONAL ACCOUNTING STANDARDS EFFECTIVE IN THE CITY OF BUENOS AIRES, ARGENTINA
Standards effective in the City of Buenos Aires as of December 31, 2005:
Through Resolution C.D. No. 87/03 of June 18, 2003, the C.P.C.E.C.A.B.A. (Consejo Profesional de Ciencias Económicas de la Ciudad Autónoma de Buenos Aires—Professional Council in Economic Sciences of the City of Buenos Aires) approved the revised professional accounting standards mandatory in the City of Buenos Aires (Technical Resolutions Nos. 6, 8, 9, 16, 17, 18, 20, and 21). In particular, with respect to the financial institutions governed by the Central Bank, the C.P.C.E.C.A.B.A. kept in force Resolution C. No. 98/93, which does not require the net present value (discounting) of beginning and end-of-year balances of monetary receivables and payables generated by financial transactions and refinancing, and of other monetary receivables and payables not generated by trading of goods or services.
As of the issuance date of these consolidated financial statements, the Central Bank has not adopted the valuation and disclosure changes provided by these professional accounting standards and their application in the financial statements of financial institutions is therefore not required. For this reason, the Bank did not quantify the net effects on shareholders’ equity or income (loss) caused by all the differences between such accounting standards and Central Bank rules.
The following are the main differences between the professional accounting standards and Central Bank rules, which affect the Bank as of December 31, 2005 and 2004:
a)     Valuation aspects
1)     The Bank has not recognized the effects of changes in the peso purchasing power from March 1, 2003 through October 1, 2003. Such recognition is required by Argentine G.A.A.P.
Had the effects of changes in the peso purchasing power, as mentioned above, been recognized, the shareholders’ equity as of December 31, 2005 and 2004, would have decreased by about 7,858, while results of operations for the years ended would not have varied significantly.
2)     The Bank assesses income tax by applying the effective rate to the estimated taxable income without considering the effect of temporary differences between book and taxable income. Under professional accounting standards, income tax should be recognized through the deferred tax method.
3)     Under Central Bank Communiqué “A” 3,916, as of December 31, 2005 and 2004, the Bank kept an amount of 42,632 and 50,037, respectively, capitalized in the “Intangible assets—Organization and development costs” account. This amount represents the foreign exchange differences resulting from the compliance with legal decisions regarding precautionary measures that required the Bank to reimburse certain deposits converted into pesos in their original currency, less amortizations.
This accounting treatment is not in line with the disclosure and measurement methods established by professional accounting standards, which require decreasing the book value of surpluses paid by the Bank over the recoverable value, which was not determined as of the date of these financial statements.
4)     Holdings of government securities and loans to the non-financial government sector are valued in accordance with rules and regulations issued by the Federal Government and the Central Bank. In particular, Central Bank Communiqué “A” 3,911, as supplemented, establishes a present-value criteria, applying regulated discount rates, notional values and undiscounted cash flows, as detailed in notes 4.4.b.1) and 4.4.d). Furthermore, the Central Bank’s rules for recognition of allowance for loan losses provide that receivables from the non-financial government sector are not subject to provisions
 
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for loan losses, 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 this regard is as follows:
  i)     As of December 31, 2005, the Bank booked in “Government securities—Holdings in investment accounts” and “Other receivables from financial intermediation—Securities and foreign currency receivable from spot and forward purchases pending settlement” the securities received for the compensation established by Presidential Decree No. 905/02 in the aggregate amount of 187,660. In accordance with professional accounting standards, such assets should have been recorded at their current value. As of December 31, 2005 the quoted price of such securities amounted to 167,284.
 
  As of December 31, 2004, the Bank booked in “Government securities —Holdings in investment accounts” and “Other receivables from financial intermediation—Securities and foreign currency receivable from spot and forward purchases pending settlement” the securities received in compensation in the aggregate amount of 145,310. Additionally, the Bank booked in “Other receivables from financial intermediation—Other not covered by debtor classification standards” the remaining rights for securities to be received for the compensation established by Presidential Decree No. 905/02 totaling 609,791. These assets were required to be stated at market value in accordance with professional accounting standards. As of December 31, 2004, the quoted price of such compensation amounted to 533,494.
 
  As mentioned in note 2.a)1, the difference between the quoted price and the book amounts at beginning of year of securities intended to settle net liabilities booked under “Argentine Government bonds in US dollars accruing interest at LIBOR and maturing in 2012” should have been recorded against prior-year adjustment under professional accounting standards.
 
  ii)     As of December 31, 2005 and 2004, Federal Government Secured Bonds deriving from the exchange established by Presidential Decree No. 1,579/02 and other holdings of unlisted government securities were recorded in “Unlisted government securities” for a total net amount of 199,070 and 839,183, respectively. According to professional accounting standards, such assets should be stated at market value. As of December 31, 2005, and 2004, the quoted price of such bonds and/or securities amounted to 189,845 and 672,337, respectively.
 
  iii)     As disclosed in note 2.b)1), as of December 31, 2005 and 2004, the Federal Government Guaranteed Loans from the exchange established by Presidential Decree No. 1,387/01, and Other loans to the non-financial government sector are recorded in the “Loans—To the non-financial government sector” account in the net aggregate amount of 641,801 and 720,026, respectively. According to professional accounting standards, such assets should be stated at market value. As of December 31, 2005, and 2004, the estimated market value of such loans amounted approximately to 635,477 and 649,662, respectively.
In addition, the Bank allocated the adjustments referred to in note 7 as prior-year adjustment, whereas, under professional accounting standards, such adjustments should have been charged to income for the year ended December 31, 2004.
5) As mentioned in Note 4.4.q), the acquisition of Banco Bansud S.A. by Banco Macro S.A. gave rise originally to the recording of negative goodwill of 365,560. This resulted from the difference between the purchase price and the book value of the net equity acquired according to Central Bank’s rules. Subsequently, as mentioned in the referred note, under Central Bank Communiqué “A” 3,984, the Bank retroactively applied the valuation and disclosure regulations established in such Communiqué and amortized, as of December 31, 2005, 80% of the aggregate amount of such goodwill (the
 
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maximum amortization allowed per annum is 20%). This negative goodwill generated gains on inflation through February 28, 2003.
In addition, the acquisition of Nuevo Banco Suquía S.A. by Banco Macro Bansud S.A. generated negative goodwill of 483, resulting from the difference between the purchase price and the value of the net assets acquired applying Central Bank’s rules.
Under professional accounting standards effective in the City of Buenos Aires, Argentina, when the cost of an investment is lower than fair value of the related identifiable assets, such difference shall be either deferred (as negative goodwill) and amortized subsequently as appropriate, on the basis of the specific circumstances of the transaction that originated such difference, or be considered a gain for the year.
b) Disclosure aspects
There are certain disclosure differences between the criteria established by Central Bank and Argentine professional accounting standards.
Changes in professional accounting standards:
In August 2005, the CPCECABA approved Resolution CD No 93/05, whereby it introduced a series of changes in its professional accounting standards, as a result of the agreement entered into with the FACPCE to unify Argentine professional accounting standards. Such Resolution is effective for fiscal years beginning as from January 1, 2006, and its early enforcement is accepted. In addition, it establishes transition standards that defer the effective term of certain changes to the years beginning as from January 1, 2008.
The most significant changes for the Company are as follows:
  Annulment of the suspension of the net present value measurement of beginning and end-of-year balances of monetary receivables and payables generated by financial transactions and refinancing, and of other monetary receivables and liabilities not generated by trading of goods or services in the financial institutions’ financial statements; and
 
  For matters not foreseen in general or specific accounting standards and that cannot be resolved by using the general framework of accounting standards, International Financial Reporting Standards and interpretations approved by the International Accounting Standards Board, effective for the fiscal year in question, shall be applied.
7. PRIOR PERIOD ADJUSTMENTS
The figures originally stated as of December 31, 2003 have been modified to give retroactive effect the following adjustments: (i) the reallocation, of the unrealized valuation difference, which had been originated by the adjustments to the compensation received under sections 28 and 29, Presidential Decree No. 905/02, equivalent to 40% of the net position in foreign currency as of December 31, 2001; and (ii) the additional adjustments arising from the effects of the asymmetrical pesification and the compensation mentioned in notes 2.a)1) and 11.
The amounts of such adjustments were a net decrease to net assets of 9,222 and 81,948 as of December 31, 2003 and 2002, respectively (totaled net decreased to net assets of 91,170).
 
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8. RESTRICTED AND PLEDGED ASSETS
Some of the Bank’s assets are restricted as follows:
a)     As of December 31, 2005 and 2004, the “Government Securities” account includes:
  1.     Discount Bonds received as exchange of Consolidation Bonds in Pesos—First Series, amounting to 2,242 and 1,775, respectively, assigned to settle payables to the Central Bank and safety-net financing originated in the acquisition of assets and liabilities from the former Banco Federal Argentino (B.F.A.).
 
  2.     Secured Bonds for 35,872 and 34,282 (face value of Ps. 24,400,000), respectively, as collateral for the loan granted by Banco de Inversión y Comercio Exterior S.A. (B.I.C.E.) to finance the public work “Paso San Francisco”.
 
  3.     As of December 31, 2005, GDP-linked securities maturing in 2035 for 276, under the provisions of the Prospectus Supplement approved by Presidential Decree No. 1,735/04, originally attached to the Discount Bonds issued under the “Offer to exchange eligible Argentine government debt securities”.
 
  4.     As of December 31, 2005, Listed—LEBAC (Central Bank bills)—for 7,267 as security for Rofex transactions.
 
  5.     As of December 31, 2005, Argentine Government Compensation Bonds in Argentine pesos at a 2% rate maturing in 2007 for 10,705 of the former Banco Empresario de Tucumán Cooperativo Limitado (Banco Empresario) as security for the loan granted by the Central Bank to such bank and repaid by Banco Macro Bansud on December 2, 2005. The Central Bank released such security on January 4, 2006.
 
  6.     Federal Government Bonds in US dollars at LIBOR maturing in 2012 received in compensation (see note 2.a)1)) for 2,101, as of December 31, 2004, as security for the subscription of bonds belonging to depositors who opted for the exchange (see note 2.c)),
 
  7.     Government Bonds in US dollars at LIBOR maturing in 2012 received as compensation (see note 2.a)1)) for 48,837 as of December 31, 2004.
b)     “Loans” account includes:
  1.     As of December 31, 2005 and 2004, Federal Government Guaranteed Loans in the amount of 16,066 and 16,940, respectively, provided by the former Banco Macro S.A. as security to the Central Bank for the exchange of compensation received in Federal Government Bonds in Pesos at a 2% rate per year, maturing in 2007, for BODEN requested by depositors, under Central Bank Communiqué “B” 7,594.
 
  2.     As of December 31, 2005, agreements for loans backed by pledges and signature loans for 16,208 as security for Sud Inversiones & Análisis S.A., 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.
 
  3.     As of December 31, 2004, Loans secured by mortgages and pledges in the amount of 1,852, in turn provided as security in favor of the Federal Treasury Department under the Global Credit Program for Small-sized and Micro-enterprises.
 
  4.     Federal Government Guaranteed Loans in the amount of 3,931 as of December 31, 2004 as security in favor of the Central Bank for the loan mentioned in note 3.6.
 
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c)     As of December 31, 2005, and 2004, the “Other receivables from financial intermediation” account includes:
  1.     Central Bank restricted deposits for 552 as of both years, as set forth by Communiqué “A” 1,190. The Bank has recorded allowances for 100% of this receivable.
 
  2.     Special guarantee accounts with the Central Bank for transactions related to electronic clearing houses and other similar transactions, its had recorded under “Other receivables from financial intermediation—Central Bank,” by 66,231 and 121,317, respectively.
 
  3.     As of December 31, 2005, contributions to the Risk Fund of Garantizar S.G.R. for 10,000 made by the Bank on December 26, 2005 in its capacity as contributory partner of such company. Such contributions may be fully or partially reimbursed two years after the date of the contribution.
d)     As of December 31, 2005 and 2004, the “Other Receivables” account includes:
  1.     Blocked assets as of 543 and 1,292, respectively.
 
  2.     Guarantees related to credit card transactions by 12,178 and 13,011, respectively, and other guarantee deposits by 2,335 and 3,971 respectively, which were booked as “Guarantee deposits”.
e)     As of December 31, 2005, and 2004, the “Investments in other companies” account includes:
  1.     Irrevocable contributions to Tunas del Chaco S.A., Emporio del Chaco S.A. and Prosopis S.A. in the amount of 450 (150 in each company), under the federal taxes deferment, subscribed according to the 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 commencing on January 1 of the year subsequent to that when the investment was made (investment year: 2003).
 
  2.     Irrevocable contributions to El Taura S.A. for 61 and 90, respectively, which are exempt from provincial taxes according to the standards regulating the tourism promotion system of the Province of Salta pursuant to Provincial Law No. 6,064 (ratified by Provincial Decree No. 1,465/97 issued by the Executive of the Province of Salta), which establishes that the investment should be maintained in assets for a term of at least one year as from the payment date.
 
  3.     Two shares in Mercado de Valores de Buenos Aires S.A., in the amount of 1,452 (owned by Macro Securities S.A. Sociedad de Bolsa) were pledged in favor of “La Buenos Aires Cía. Argentina de Seguros S.A.” to cover the security granted in connection with the Macro Securities S.A. Sociedad de Bolsa’s failure to comply with its obligations.
f)     As of December 31, 2005, Nuevo Banco de Suquía S.A. had requested to Central Bank the replacement of the original guarantee for the loan granted by the Central Bank to the Bank to purchase Government bonds maturing in 2005, 2007 and 2012. Those bonds would be used for the deposit exchange option exercised by the holders of depositors with Nuevo Banco Suquía S.A. As of December 31, 2004, Nuevo Banco Suquía S.A. had used the class “A” certificate of participation in the Suquía trust as guarantee and it was replaced by Guaranteed Loans, the amount of Guaranteed Loans affected as of December 31, 2005 is 215,941.
As of December 31, 2005 and 2004 the book-value of the loan was 216,197 and 233,747 respectively.
g)     On March 9, 2004, Nuevo Banco Suquía S.A. gave secured bonds and guaranteed loans to the Central Bank as collateral for the loan for temporary illiquidity, granted through Resolution
 
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No. 315/02, dated March 21, 2002. As of December 31, 2005 and 2004, the value of secured bonds and guaranteed loans amounted to 368,924 and 351,979, respectively.
9. TRANSACTIONS WITH RELATED PARTIES
As of December 31, 2005 and 2004, the amounts and income (loss) of the transactions performed with subsidiaries and related companies according to the provisions of Law No. 19,550 are as follows:
                                                                   
            Macro                    
    Nuevo       Valores       Sud            
    Banco       S.A.   Sud   Valores   Macro        
    Suquía       Sociedad   Bank &   S.G.F.C.I.   Valores   Total   Total
    S.A.   S.I.A.S.A.   de Bolsa   Trust   S.A.   SA.   2005   2004
 
ASSETS
Cash and due from banks and correspondents
    409                   2,173                   2,582       2,131  
Loans
    1,609                   26,185                   27,794        
Other receivables from financial intermediation
    252             36,687                         36,939       14,503  
Other receivables
    5,144                                     5,144       4,670  
                                                 
 
Total assets
    7,414             36,687       28,358                   72,459       21,304  
                                                 
 
LIABILITIES
Deposits
    1,081       547       707       44       1,359       3,679       7,417       5,676  
Other liabilities from financial intermediation
    700             72,151       1,691                   74,542       3,132  
                                                 
 
Total liabilities
    1,781       547       72,858       1,735       1,359       3,679       81,959       8,808  
                                                 
 
MEMORANDUM ACCOUNTS
                                                               
 
Control debit accounts
                      144,202                   144,202       6,382  
Derivatives debit accounts
    21,469                                       21,469        
Contingency credit accounts
    1,000                                     1,000        
 
INCOME/EXPENSE
                                                               
 
Financial income
    933             14       149                   1,095       79  
Financial expense
    (980 )                 (2,079 )     (10 )           (3,069 )     (5,481 )
Service-charge income
    10       1       64       2       1       2       80       33  
Service-charge expense
                (37 )                       (37 )     (58 )
                                                 
      (37 )     1       41       (1,928 )     (9 )     2       (1,931 )     (5,427 )
                                                 
During 2005 and 2004, the Bank granted loans to executive officers and directors of the Bank and certain companies related to them and its subsidiaries. Loans granted to those related parties as of December 31, 2005 and 2004 totaled 81,170 and 55,908, respectively. It is the Bank’s policy that such loans are granted in the ordinary course of business at normal credit terms, including interest rate and collateral requirements.
As of December 31, 2005 and 2004, the outstanding deposits of related parties were 219,222 and 36,713, respectively.
 
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10. CAPITAL STOCK
As of December 31, 2005, and 2004, the capital structure is as follows:
                                   
Shares   Capital stock
     
    Votes    
    per   Issued and    
Class   Number   share   outstanding(1)   Paid-in(1)
 
Registered Class A shares of common stock
    11,235,670       5       11,236       11,236  
Registered Class B shares of common stock
    597,707,767       1       597,707       597,707  
                         
 
Total 2005
    608,943,437               608,943       608,943  
                         
 
Total 2004
    608,943,437               608,943       608,943  
                         
 
(1) Related to Ps. 608,943,437.
On September 26, 2005, the Regular and Special Shareholders’ Meetings of BANCO MACRO BANSUD S.A. approved a capital stock increase through the public subscription of shares for a face value of up to ARS 75,000,000 by issuing up to 75,000,000 common, class B and book-entry shares, with ARS 1 face value and entitled to one vote each. The increase would amount to 12.32% of capital stock, which would thus rise from ARS 608,943,437 to ARS 683,943,437. The new Class B shares would have the same rights as the Class B shares that are outstanding upon issuance, including the right to collect dividends. The Class B shares to be issued for the approved capital stock increase will be offered for public subscription in Argentina and may be offered abroad too.
On January 6, 2006, Banco Macro Bansud S.A. submitted a request for registration with the SEC in connection with its Class B shares. Such shares will be offered as American Depositary Shares (“ADS”) in Argentina and internationally. Each ADS will represent Class B shares and Banco Macro Bansud S.A. intends that ADS are listed on the New York Stock Exchange. As required by Argentine laws, all the current shareholders of Banco Macro Bansud S.A. are entitled to their preemptive rights and rights of first refusal on the shares to be issued by virtue of the capital increase.
Net income per common share for the fiscal years ended December 31, 2005 and 2004, was computed by dividing net income by the weighted average number of outstanding common shares for each year.
11. CORPORATE BONDS ISSUANCE
The amounts recorded in the consolidated financial statements related to corporate bonds are as follows:
                                   
Corporate Bonds   As of December 31,
     
    Original        
Class   face value   Ref.   2005   2004
 
Subordinated corporate bonds
    USD 60,000,000       a )            
Subordinated corporate bonds
    USD 23,000,000       a )     8,554       12,665  
Subordinated corporate bonds
    USD 4,000,000       b )     3,493       3,751  
                         
 
Total
                    12,047       16,416  
                         
 
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Maturities of the corporate bonds as of December 31, 2005, are as follows:
         
Fiscal Year   2005
 
2006
    9,299  
2007
    687  
2008
    687  
2009
    687  
2010
    687  
       
Total
    12,047  
       
a.1)     On February 19, 1996, the Regular and Special Stockholders’ Meeting of the former Banco Bansud S.A. authorized issuing Subordinated Corporate Bonds for up to a face value of USD 60,000,000.
The net funds collected from these corporate bonds were used to settle the loan borrowed from the Fondo Fiduciario de Capitalización Bancaria—Bank Capitalization Trust Fund (F.F.C.B.) as consequence of the acquisition of certain assets and liabilities from the Banco Federal Argentino.
After various negotiations between the parties, on April 16, 2003, the former Banco Bansud S.A. paid off at the due date, at the USD1 = ARS1 exchange rate, the last installment of the Subordinated Corporate Bond.
a.2)     On April 12, 1995, the Regular Shareholders’ Meeting of the former Banco Macro S.A. approved creating a global program for the issuance of simple corporate bonds, subordinated or not, non-convertible into shares for up to an aggregate of USD 50,000,000, and it entrusted the Board of Directors the responsibility of setting the terms of the referenced bonds (price, form, payment and placement conditions, among others).
  i) On July 20, 1998, the former Banco Macro S.A. received the funds related to a loan that it had requested from the F.F.C.B., now Assistance Trust Fund for Financial Institutions and Insurance (F.F.A.E.F. y S.), in the amount of USD 5,000,000, and Banco Macro Bansud S.A. issued Subordinated Corporate Bonds in order to finance the acquisition of Banco de Jujuy S.A.
 
  As of December 31, 2005, the Bank paid off at the due date, at the USD1 = ARS1 exchange rate, the last installment of the Subordinated Corporate Bond.
 
  ii) Pursuant to the request made by the Bank to the F.F.C.B.’s Managing Committee on July 26, 1999, to restructure the financing previously granted, a loan agreement was executed on December 29, 1999 by B.N.A., as F.F.C.B.’s trustee, and the former Banco Macro S.A. Under such agreement, the F.F.C.B. granted the Bank a subordinated loan of USD 18,000,000, which was used by the Bank to strengthen computable equity.
 
  The former Banco Macro S.A. undertook to repay in full the new loan convertible into subordinated corporate bonds in five annual, equal and successive installments, the first installment falling due on December 29, 2002. In addition, the loan will accrue compensatory interest at 180 days LIBOR plus 3% per year on balances, payable in arrears on an annual basis starting a year after the disbursement date.
 
  On March 17, 2000, the former Banco Macro S.A. requested the C.N.V.’s authorization to issue the fifth series of subordinated corporate bonds in the amount of USD 18,000,000, under the Corporate Bonds issuance global program for an aggregate amount of USD 50,000,000 as mentioned in point b), in order to repay the loan granted by the FFCB on December 29, 1999.
 
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  As of December 31, 2004, the Bank had paid the equivalent of USD 14,400,000.
 
  The Managing Committee of the trust fund (F.F.C.B.) objected to the pesification of 50% of its loans, therefore requesting re-assessment of all payments made. The former Banco Macro S.A. has submitted all necessary information to the trust fund and rejected the request of such entity.
 
  In this respect, on March 17, 2005, Banco Macro Bansud S.A. advised Central Bank of the acceptance of the guidelines defined by such agency and reflecting the right to receive the compensation for the asymmetric conversion into pesos and the effect of the global net negative position resulting therefrom. As of December 31, 2004, the recognition of this liability generated an adjustment to prior year income (see note 7).
 
  Although the Bank accepted the re-dollarization of 50% of the payables to the F.F.R.E. as of December 31, 2001, on July 19, 2005, it reported to the Central Bank that the creditor still had to define several aspects, such as decrease in the interest rate to be applied to amounts in pesos and in USD and the treatment of compensatory and punitive interest, which is relevant to the final calculation of the amounts due and payable to date.
b)     The Special Shareholders’ Meeting of Banco de Salta S.A. (bank merged with and into the former Banco Macro S.A.) held on January 20, 1997, approved the issuance of subordinated corporate bonds of USD 4,000,000 to exercise the power granted to it by the second clause of the loan agreement executed with Banco Provincial de Salta (in liquidation) on June 28, 1996. As required by the bank, through Resolution No. 1006, dated December 19, 1997, the C.N.V. authorized the entry of Banco de Salta S.A. into the public offering regime 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 C.N.V. authorized the transfer in favor of Banco Macro Misiones S.A. (bank merged with and into the former Banco Macro S.A.), of the authorization granted to 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 Banco de Salta S.A. for the public offering of its corporate bonds.
As of December 31, 2004, the former Banco Macro S.A. had paid the equivalent of USD 2,000,000.
12. ITEMS IN CUSTODY
12.1.    Portfolio Management
a)     On March 1, 1996, Banco de Salta S.A. (bank merged with and into the former Banco Macro S.A.) and the Government of the Province of Salta executed an “Agreement to Manage the Loan Portfolio of Banco Provincial de Salta (in liquidation)” related to the non-financial private sector. Former Banco Macro S.A. thereby undertook to perform all the necessary acts to manage such portfolio. In consideration, the Province of Salta assigned the former Banco Macro S.A. a percentage of the amounts effectively recovered.
As of December 31, 2005, and 2004, the loan portfolio managed amounted to 458,249 and 460,702, respectively.
b)     By virtue of the agreement executed on August 11, 1998 between Banco de Jujuy S.A. (merged with and into the former Banco Macro S.A.) and the Province of Jujuy, the former Banco Macro S.A. undertook to perform all necessary acts to manage the loan portfolio of the former Banco de la Provincia de Jujuy and to provide the province of Jujuy with a monthly report on the tasks performed. In consideration thereof, the Province of Jujuy assigned to the former Banco Macro S.A., for all
 
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accounts and as a one-time and total consideration, a variable fee determined as a percentage of the amounts actually recovered.
As of December 31, 2005, and 2004, the loan portfolio managed amounted to 47,764 and 49,382, respectively.
c)     In order to securitize personal signature (unsecured) loans in Argentine Pesos granted to individuals through the “Cuenta sueldo” (loan system whereby the instalment payment is automatically debited from the same account into which the Bank credits the salary), on June 7 2005, the Bank created “Macro Personal V Trust” (with Banco de Valores S.A., as trustee). This trust issued classes “A” and “B” certificates of participation, which were authorized by the C.N.V., for public offering, for a face value of 59,524 and 10,504, respectively. This agreement establishes that Banco Macro Bansud as trustor is the manager of the credit portfolio.
As of December 31, 2005, the portfolio managed by the Bank amounts to 21,875.
d)     On April 6, 2001, through 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 I.P.D.U.V. (Instituto Provincial de Desarrollo Urbano y Vivienda—Provincial Institute of Urban and Housing Development) executed on March 27, 2001, between such agency and the former Banco Macro S.A. Through that extension, the Bank will provide to I.P.D.U.V., among others, the service of collecting the instalments payable by successful bidders for housing and a service of performing collection procedures related to such Institute’s receivables. In consideration thereof, the I.P.D.U.V. recognizes a percentage of the amounts effectively recovered to the former Banco Macro S.A.
The loan portfolio managed as of December 31, 2005 and 2004, amounted to 86,691 and 85,916, respectively.
e)     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. executed an agreement for the financial trust LAVERC collection administration and management, whereby the management of the assets related to branches transferred to former Banco Bansud S.A. will be carried out by the former Banco Bansud S.A. (for further information see note 3.5.)
As of December 31, 2005 and 2004, the portfolio managed by the Bank amounted to 195,130 and 222,754, respectively.
In addition, as of December 31, 2005 and 2004, there are other portfolios managed by the Bank in the aggregate amount of 51,439 and 39,752, respectively.
 
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12.2.    Mutual Funds
As of December 31, 2005, the Bank, in its capacity as depository institution, held in custody the shares of interest subscribed by third parties and securities from the following mutual funds:
                 
    Shares of interest   Shareholders Equity   Investments(1)
 
PIONERO CRECIMIENTO
    1,956,437     4,093   4,004
PIONERO RENTA
    31,113,572     52,381   49,622
PIONERO FINANCIERO DÓLARES
    17,635     55   11
PIONERO PESOS
    189,437,497     200,423   199,198
PUENTE HNOS. 
    10,732,614     17,022   14,461
COPERNICO
    31,516,013     120,431   79,526
PIONERO GLOBAL
    2,906,817     3,028   2,999
 
(1)  These amounts reflect the funds’ investment portfolios and are recorded under “Debit-balance accounts—Control—Other—Assets in custody”.
13.     BANK DEPOSITS GUARANTEE INSURANCE SYSTEM
Law No. 24,485 and Presidential Decree No. 540/95, provided for the organization of a Bank Deposit Guarantee Insurance System. This system is characterized as being limited, mandatory and for valuable consideration. It is designed to provide protection for risks inherent in bank deposits, subsidiary and supplementary to the one offered by the system of bank deposit priorities and protection established by Financial Institutions Law. Law 24,485 provided for the organization of SEDESA to manage the FGD (Fondo de Garantía de los Depósitos—Deposit Guarantee Fund). In August 1995, SEDESA was organized. The Bank holds a 3.4619% equity interest therein, according to the percentages set forth in Central Bank communiqué “B” 8,436 published on March 18, 2005.
This system covers deposits in Argentine pesos and foreign currency made in participating institutions as checking accounts, savings accounts, time deposits or any other modes determined by the Central Bank, as long as they fulfill the requirements of Presidential Decree No. 540/95 and any others established by the enforcement agency. Additionally, the Central Bank issued regulations excluding from the deposits guarantee system those deposits made by other financial institutions, those made by entities related to the Bank, deposits of securities, among others.
14.     TRUST ACTIVITIES
Banco Macro Bansud S.A., either directly or through its subsidiary Sud Inversiones & Análisis S.A., acts as trustee. In no case will the trustee be liable with its own assets or for any obligations undertaken in the performance of the trust. These obligations do not constitute any debt for the trustee and will be satisfied only with the corpus assets. Additionally, the trustee may not levy any encumbrance on the corpus assets or dispose of them beyond the limits set forth in the abovementioned trust agreements. The fees earned by the Bank in its capacity as trustee are calculated under the terms of the respective trust agreements.
The following are certain characteristics of the main trusts where the Bank or its subsidiary acts as trustee:
14.1.    Trust Fund for the Economic Development of the Province of Jujuy
The purpose of the formation of the trust was to provide financial assistance to the productive sectors in the Province of Jujuy. In consequence, on May 11, 2000, the Economy Department of the Province
 
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of Jujuy (as trustor) and former Banco de Jujuy S.A. (as trustee) entered into a trust agreement (which was later amended on June 6, 2000). The trustor thereby transferred to trust the following:
  (i) the right to be assigned by the Provincial Government to the proceeds from the Federal Tax Revenue Sharing System to guarantee the settlement of the consolidated debt that flows into the Trust Fund for the Economic Development of the Province of Jujuy (up to a face value of 10,000) or the debt provided in exchange, and
 
  (ii) the profits arising from Trust activities.
The Bank only acts as trustee (managing the trust’s assets) and, therefore, no assets or liabilities were recorded in the consolidated financial statements. In addition, as of December 31, 2005 and 2004, the Trust managed assets amounting to 6,585 and 6,547, respectively.
Due to the characteristics of the transaction, the Trust did not issue certificates of participation or debt certificates.
14.2.     Transporte Automotor Plaza S.A.
The purpose of formation of the Trust was to secure the guarantee provided by the former Banco Bansud S.A. to Transporte Automotor Plaza S.A. on certain bills of exchange issued for acquiring passenger transportation buses from Scania Latinoamérica Ltda.
In consequence, on May 7, 1998, S.I.A.S.A., Transporte Automotor Plaza S.A. and the former Banco Bansud S.A., in their capacities as trustee, trustor and beneficiary, respectively, signed a trust agreement. The trustor thereby transferred to trust the following:
  (i) The rights to 15% of daily revenues from the exploitation of the public passenger transportation service, and
 
  (ii) a daily amount equivalent to the value of the bills to fall due in the six-month period divided by the number of working days of such period.
The trustee deposits the funds collected as mentioned in (ii) above in a trust account. The funds mentioned in (i) above are immediately reimbursed to the trustor provided there are no events of default or delay in the fulfillment of any obligation assumed towards the beneficiary.
The Bank records as loan payments the disbursements made by such trust. This trust has not operated since September 2003 and has had no assets and liabilities since then.
Due to the characteristics of the transaction (to secure the payment of the financing granted by the Bank to Transporte Automotor Plaza S.A.), the Trust did not issue certificates of participation or debt certificates.
14.3.     San Isidro Trust
The purpose of the San Isidro Trust is the sale of the real property received to pay for the certificates issued by the trust. This means that the main cash flow for the repayment of the certificates of participation will come from the sale of the property mentioned above. In consequence, on June 4, 2001, the former Banco Macro S.A., as trustee (today Sud Inversiones & Análisis S.A. is the trustee), and República S.A. de Finanzas, as trustor, executed a trust agreement. The “San Isidro” financial trust was thereby set up. Under such agreement, the trustor assigned to the trust the real property and plot of land located in the San Isidro district, to realize them and use the proceeds therefrom to redeem the certificates of participation issued by the trust.
The certificates of participation were delivered to Banco Macro Bansud S.A. (the Bank holds 100% of the certificates issued by the Trust) for the repayment of loans previously granted to República S.A. de
 
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Finanzas. This represents effectively a foreclosure since the former owner of the assets relinquished all rights to the assets to the trust and the Bank holds 100% of the trust certificates.
The Bank recorded its holdings of San Isidro Trust certificates of participation in the account “Other receivables not covered by debtors classification standards”, as explained in note 4.4.i.4). In addition, as of December 31, 2005 and 2004, the assets managed by the Trust amounted to 16,782.
The Trust issued classes “A”, “B” and “C” certificates of participation which represent the legal instrument whereby Banco Macro Bansud S.A. is entitled to receive the cash flow established in the Trust Agreement.
14.4. Municipal Finance Reorganization Trust Fund
The purpose of the formation of the trust was to provide financial assistance to municipalities and municipal commissions in the Province of Jujuy. Consequently, on December 29, 2004, the Finance Minister of the Province of Jujuy, representing the trustor, i.e. the Provincial Government, and Banco Macro Bansud S.A., as trustee, executed a trust agreement. The trustor thereby transferred in trust the following:
  (i) Contributions from the Provincial Treasury in cash, in real property and the proceeds from the sale of real property belonging to the Provincial Government.
 
  (ii) One half, i.e. 50%, of property tax collections up to the annual amount of six million pesos.
 
  (iii) Amounts recovered from loans granted to municipalities and municipal commissions.
 
  (iv) Other resources assigned to the Provincial Government from its own resources, the federal government, or financing from abroad.
 
  (v) Proceeds from the investment of the trust fund assets.
 
  (vi) Whatever assets the municipalities and municipal commissions may transfer in trust, under the scope of Provincial Law No. 5,435.
The Bank only acts as trustee (managing the trust’s assets) and, therefore, no assets or liabilities were recorded in the consolidated financial statements. In addition, as of December 31, 2005, the Trust managed assets amounting to 79,644.
Additionally, due to the characteristics of the transaction, the Trust did not issue certificates of participation or debt certificates.
14.5. Luján Trust
The Luján Trust was created for the purpose of reducing the customer’s uncollectibility risk of the credit asistance granted to Federalia S.A. de Finanzas. Consequently, on May 20, 2003, the former Banco Bansud S.A. signed a trust agreement with Federalia S.A. de Finanzas, in its capacity as trustor, and Sud Inversiones & Análisis S.A., in its capacity as trustee, whereby a financial trust named “Luján” was created to sell the corpus assets transferred to the trust by the trustor, in accordance with the terms of the agreement. The proceeds, net of trust expenses, were to be used to pay off the certificates of participation issued by the Trust, subject to their order of preference. The corpus assets are made up of different real property and plots of land located in the Province of Buenos Aires, Argentina.
The Bank recorded its holdings of Lujan Trust certificates of participation in the account “Other receivables not covered by debtors classification standards”, as explained in note 4.4.i.4).
 
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The Trust issued class “Nuevo A”, “Prima A” and “B” certificates of participation. The “B” certificates are subordinated to the other certificates.
14.6. Trusts with depositors of former Banco Bansud S.A
The purpose of the formation of these trusts was to acquire the rights to subscribe federal government bonds from depositors of former Banco Bansud S.A., who opted to participate in the exchange of deposits.
Consecuently, during 2002 and 2003, certain trust agreements were signed between Sud Inversiones & Análisis S.A. (in its capacity as trustee), the former Banco Bansud S.A. (in its capacity as beneficiary) and depositors of the former Banco Bansud S.A. (in their capacity as Trustors). Such agreement provided that:
  a.     The Bank acquired from the depositors the rights to subscribe federal government bonds.
 
  b.     The trustee undertook to accept such financial instrument and/or any other type of credit, obligation or security that the Federal Government may issue to exchange such deposits, which would be then transferred to the beneficiary.
As of September 30, 2005, the abovementioned agreements were terminated as their subject-matter was fulfilled and, accordingly, these trusts were terminated.
14.7.     Mypes II (a) Trust
The purpose of the trust is to provide financial assistance to small-and medium-size enterprises (Mypes) (SMEs).
Consequently, on May 28, 2004, a trust agreement was executed between the Ministry of Economy, in its capacity as trustor and beneficiary, the Ministry of Production, Department of SMEs and Regional Development, in its capacity as executor and organizer and Sud Inversiones & Análisis S.A., in its capacity as trustee. An ordinary trust called “Mypes II (a)” was thereby created. By virtue of this trust, the trustor and beneficiary assigned in trust the following assets:
  1) The funds contributed by the trustor and beneficiary;
 
  2) The loans made by the intermediary financial instrtutions
Additionally, due to the characteristics of the transaction, the Trust did not issue certificates of participation or debt certificates.
The Bank records as loans the loans made under the program.
14.8.     Northia Trust
The purpose of the trust is to secure the repayment of the loan granted by Banco Macro Bansud S.A. to Laboratorios Northia S.A.C.I.F.I.A.
On December 31, 2004, Sud Inversiones & Análisis S.A., in its capacity as trustee, Laboratorios Northia S.A.C.I.F.I.A., in its capacity as trustor and/or debtor and Banco Macro Bansud S.A., in its capacity as beneficiary, executed a guarantee trust agreement called “Northia Trust”, the purpose of which was: (i) to ensure punctual compliance with the obligations assumed by the trustor under the terms of the loan agreement; and (ii) to establish a mechanism that would allow settling the trustor’s payment obligations under the loan agreement, according to the payment schedule and the corpus
 
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assets distribution system provided for in the trust agreement. The trustor assigned and transferred in trust the following:
  (i) The collection rights derived from the sales of products made (but not yet paid) and those to be made by the trustor in the future;
 
  (ii) The amounts the trustor was entitled to collect under the manufacturing and/or medicine provision agreements;
 
  (iii) The trustor’s collection of its present and future billing;
 
  (iv) The amounts that the trustor was entitled to collect for any reason and for whatever items related to and/or directly or indirectly resulting from the trustor’s products or business activities;
 
  (v) The amounts that the trustor was entitled to collect for any reason whatsoever, either past and/or present and/or future (collectively referred to with the preceding items as the “Collection Rights”) related to the production and sale of its products.
As of December 31, 2005 and 2004, the Bank recorded in “Loans” the loan granted to Laboratorios Northia S.A.C.I.F.I.A.
In addition, due to the characteristics of the transaction (the purpose of which is to secure the repayment of the loan granted by the Bank to Laboratorios Northia S.A.C.I.F.I.A.), the Trust did not issue certificates of participation or debt certificates.
14.9. Fenoglio trust and Desarrollo PI trust
The purpose of the Fenoglio Trust is to secure the payment to an individual of the shares in Fenoglio S.A. acquired by Desarrollo PI S.A.
In this respect, on December 30, 2004, Sud Inversiones & Análisis S.A., in its capacity as trustee, the individual, in her capacity as trustor, and the individual and Desarrollo PI S.A. in their capacity as beneficiaries A and B, respectively, executed a guarantee trust agreement called “Fenoglio Trust”.
In turn, the purpose of the Desarrollo PI S.A. Trust is to secure the repayment of the loan granted by Banco Macro Bansud S.A. to Desarrollo PI S.A. to purchase the shares in Fenoglio S.A.
Consequently, on December 30, 2004, Sud Inversiones & Análisis S.A., in its capacity as trustee, Desarrollo PI S.A., in its capacity as trustor and Banco Macro Bansud S.A., in its capacity as beneficiary, executed a guarantee trust agreement called “Desarrollo PI trust” to ensure the repayment of the loan.
The trustor assigned and transferred in trust the following:
  (i) All rights related to the trustor in its capacity as beneficiary B of the Fenoglio trust.
 
  (ii) Certain Shares.
As of December 31, 2005 and 2004, the Bank recorded in “Loans” the loan granted to Desarrollo PI S.A. to purchase the shares in Fenoglio S.A.
Additionally, due to the trusts’ operating characteristics, no certificates of participation or debt certificates were issued.
14.10.     Pulte S.R.L. Trust
The purpose of the trust is to secure the repayment of the loan granted by Banco Macro Bansud S.A. to Pulte S.R.L.
 
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On January 6, 2005, Sud Inversiones & Análisis S.A., in its capacity as trustee, Pulte S.R.L., in its capacity as trustor and/or residual beneficiary and Banco Macro Bansud S.A., in its capacity as beneficiary, executed a guarantee trust agreement called “Pulte Trust”, the purpose of which was: (i) to ensure punctual compliance with the guaranteed obligations; and (ii) to establish a mechanism that would allow settling the trustor’s payment obligations under the loan agreement, according to the payment schedule and the corpus assets distribution system provided for in the trust agreement. The trustor assigned and transferred in trust the following:
  (i) Real property, including: (a) the receivables and proceeds from the real property insurance; (b) the right to obtain and use the authorizations and any type of permissions in connection with the real property; (c) the prospective sale price and/or any other way of legal divestiture of real property.
 
  (ii) Shares.
The Bank recorded in “Loans” the loan provided to Pulte S.R.L.
In addition, due to the operating characteristics of the trust (the purpose of which is to secure the repayment of the loan granted by the Bank to Pulte S.R.L.), no certificates of participation or debt certificates were issued.
14.11.     Onext Trust
The purpose of the trust is to provide enough guarantees for the repayment of the credit assistance granted by the Bank to Dalvian House S.A., Conjunto los Cerros S.A. and Dalvian Constructora S.A.
Consequently, on May 19, 2005, a trust agreement was executed by Banco Macro Bansud S.A., Banco Credicoop Cooperativo Limitado, Dalvian House S.A. and Conjunto los Cerros S.A., in their capacities as trustors, parties of the first part and Sud Inversiones & Análisis S.A., in its capacity as trustee, party of the second part, Dalvian House S.A., in its capacity of Dalvian Constructora, party of the third part and Tecan Austral S.A., party of the fourth part, whereby the “ONEXT Financial Trust” was set up, by virtue of which the trustors conveyed the fiduciary ownership of the following:
Macro Bansud: the amount of 16,060 to the trust account.
 
Credicoop: the amount of 16,060 to the trust account.
 
  Dalvian House: the plots of land owned, including: a) the right to obtain and use the authorizations and any type of permissions in connection with such plots of land; and b) the prospective sale price and/or any other way of legal divestiture thereof.
 
  Conjunto los Cerros: the plots of land owned, including: a) the right to obtain and use the authorizations and any type of permissions in connection with such plots of land; and b) the prospective sale price and/or any other way of legal divestiture thereof.
The Trust issued debt securities of 32,120 and certificates of participation (the collection of which is subordinated to the payment of the debt securities issued) of 48,947.
The Bank recorded its holdings of debt securities issued by the Trust in “Other receivables from financial intermediation”.
14.12.     Tucumán Trust
On August 31, 2005, Sud Inversiones & Análisis, in its capacity as trustee, Federalia Sociedad Anónima de Finanzas, Maxifarm S.A., Gabrinel S.A., in their capacity as trustors, and the holder of certificates of participation, in their capacity as beneficiaries, executed a trust agreement to create the
 
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“Tucumán” financial trust, whereby the trustors assign to the trust the fiduciary ownership of debt certificates issued by the República trust.
The purpose of such trust is to guarantee the payment of certificates of participation issued by the trustee, namely: “A” certificate of participation, with a total face value of 61,000 and “B” certificate of participation.
14.13.     Puerto Madero Siete Trust
On September 27, 2005, Sud Inversiones & Análisis S.A., in its capacity as trustee, certain Bank’s shareholders and others, in their capacity of trustors and the holders of the certificates of participation, in their capacity as beneficiaries, executed a trust agreement to create the “Puerto Madero Siete” financial trust, the purpose of which is to purchase the real property “Dock 1, Eastern Area” and, potentially, other real property to carry out a business plan in the Puerto Madero area, City of Buenos Aires.
The trustors assign and transfer to the trust the following corpus assets:
Initial contributions (mainly cash).
 
The additional funds in Argentine pesos and/or foreign currency the beneficiaries may potentially contribute to carry out the business plan.
 
The other assets and rights that may be incorporated into the trust during the term thereof.
14.14.     TST&AF Trust
On November 29, 2005, an agreement was executed to replace the Trustee of the TST&AF trust 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 & Análisis, in its capacity as Substitute Trustee and Austral Financial LLC, Proa del Puerto S.A. and Sud Bank and Trust Company Limited, in its capacity as Beneficiaries, whereby the Trustee ratifies its express and irrevocable resignation as trustee, the Beneficiaries ratify the acceptance of the Trustee’s resignation and appoint Sud Inversiones & Análisis S.A. as Substitute Trustee of the Trust.
Sud Inversiones & Análisis S.A., in its capacity as Substitute Trustee, will manage the following assets:
The site located at Block 1, “I”, Dock IV, in Puerto Madero, City of Buenos Aires, intended for the construction of a real estate project; and
 
All other assets and rights related to the abovementioned real estate.
15. COMPLIANCE WITH REGULATIONS TO ACT AS OVER-THE-COUNTER MARKET AGENT
The Bank’s shareholder’s equity exceeds the minimum amount required by C.N.V. Resolution No. 368/01, to act as over-the-counter market agent.
16. RESTRICTION ON EARNINGS DISTRIBUTION
16.1     Through Communiqué “A” 4,152, the Central Bank provided that those institutions that wish to distribute earnings must request Argentine Superintendency of Financial and Foreign Exchange Institutions (S.E.F. y C.’s) prior authorization and meet the requirements set forth in such Communiqué.
 
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16.2     As established by the Central Bank, as of December 31, 2005:
  a)     20% of income for the year, plus/less adjustment to prior-year income (loss), shall be appropriated to the legal reserve. The amount that shall be transfered from unappropriated retained earnings to increase the legal reserve is 52,544.
 
  b)     Banco Macro Bansud may only pay dividends after making the appropriations required by the law and the Bank’s by laws. Additionally, Banco Macro Bansud may not pay dividends related to the difference between the book value and quoted price of the Federal Government Bonds in US dollars at LIBOR maturing in 2012 (Boden 2012) received under Presidential Decree No. 905/02, Title VI, sections 28 and 29, which was 20,376 at December 31, 2005.
 
  c) As established in Central Bank Communiqué “A” 4,295, to determine the amounts to be distributed it will be necessary to deduct the assets recorded by Banco Macro Bansud for minimum presumed income tax from unappropriated retained earnings. Such balance amounted to 42,723.
Accordingly, the Bank’s unappropriated retained earnings as of December 31, 2004, are restricted by 115,643.
16.3     As stated in note 11, under the agreements executed with the Trust Fund for Assistance to Financial Institutions and Insurance Companies (F.F.A.E.F.y S.), Banco Macro Bansud may not distribute as cash dividends (i) an amount exceeding 50% of liquid and realized income or (ii) an amount exceeding 25% up to 50% of liquid and realized income (as defined in regulations), unless it redeems in advance subordinated corporate bonds for an amount equivalent to 50% of the total cash dividends distributed.
16.4     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 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.
17. CLAIMS FROM THE A.F.I.P—D.G.I (FEDERAL PUBLIC REVENUE ADMINISTRATION—FEDERAL TAX BUREAU)
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 payment in instalment plan system provided by Presidential Decree No. 1,384/01 to settle the taxes payable assessed by the authorities ex-officio according to a resolution of December 19, 2001. The abovementioned claim related to income tax differences of the former Banco del Sud for the 1993 and 1994 tax years, and it was based on having challenged certain methods applied that, in the former Banco Bansud S.A.’s opinion, were consistent with the guidelines set by the relevant regulations.
The amount the Bank has requested to settle is 10,780 in 120 monthly instalments. The amount in question was charged to expense in year ended December 31, 2001. As of December 31, 2005, the unpaid instalments of such settlement were recorded in the “Other liabilities” account.
Between 2002 and 2005, the former Banco Bansud S.A. and Banco Macro Bansud S.A. filed appeals and administrative remedies with the Federal Administrative Tax Court against A.F.I.P.—D.G.I. against resolutions which, in accordance with the position mentioned in the preceding paragraphs, had questioned the tax calculation for fiscal years 1995 through 1999.
 
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The issue under discussion and on which the A.F.I.P. bases its position, that is, the requirement that court-enforced collection proceedings before a court must have been started for unpaid loans to be deducted from income tax, has been recently addressed by the Federal Administrative Tax Court, which ruled that this is not the only condition that would permit such deduction.
Management believes that it is not probable that these issues will result in additional losses and therefore no additional amounts have been accrued.
18. BALANCES IN FOREIGN CURRENCY
The balances of assets and liabilities denominated in foreign currency are as follows:
                 
    As of December 31,
     
    2005   2004
 
ASSETS
Cash and due from banks
    692,246       715,907  
Government and private securities
    232,269       116,347  
Loans
    542,108       361,549  
Other receivables from financial intermediation
    355,274       763,920  
Investments in other companies
    104,091       99,893  
Other receivables
    11,987       25,439  
             
Total
    1,937,975       2,083,055  
             
                 
    As of December 31,
     
    2005   2004
 
LIABILITIES
               
Deposits
    1,092,755       1,008,586  
Other liabilities from financial intermediations
    393,064       404,543  
Other liabilities
    3,477       930  
Items pending allocation
    25       48  
             
Total
    1,489,321       1,414,107  
             
19. INTEREST-BEARING DEPOSITS WITH OTHER BANKS
19.1     Included in “Cash and Due from Banks” there are: (a) interest-bearing deposits with the Central Bank totaling 619,695 and 625,906 as of December 31, 2005 and 2004, respectively and (b) interest-bearing deposits in foreign banks totaling 65,575 and 360,206 as of December 31, 2005 and 2004, respectively.
19.2     Included in “Other Receivables from Financial Intermediation” there are other interest-bearing deposits with Central Bank totaling 94,601 and 98,339 as of December 31, 2005 and 2004, respectively.
 
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20. GOVERNMENT AND PRIVATE SECURITIES
                   
    As of December 31,
     
    2005   2004
 
GOVERNMENT SECURITIES
               
Holdings in investment accounts
               
In pesos:
               
 
Federal government bonds, maturity 2007—Compensation
    10,705        
             
Subtotal holdings in investment accounts—in pesos
    10,705        
In foreign currency:
               
 
Federal government bonds in USD at LIBOR, maturity 2012—Compensation
    94,711       53,856  
             
Subtotal holdings in investment accounts—in foreign currency
    94,711       53,856  
             
Subtotal holdings in investment accounts
    105,416       53,856  
             
Holdings for trading or intermediation
               
In pesos:
               
 
Consolidation bonds of social security payables in pesos
    9,110       11,557  
 
Federal government bonds (maturity 2007, 2008 and 2014)
    644       1,277  
 
Consolidation bonds in pesos
    2,906       5,649  
 
Secured bonds Decree 1,579/02
    22,391       18,351  
 
Discount Bonds in Pesos
    13,378        
 
Other
    2,069       869  
             
Subtotal holdings for trading or intermediation—In pesos
    50,498       37,703  
             
In foreign currency:
               
 
Federal government bonds—(maturity 2005, 2006, 2012 and 2013)
    109,658       47,415  
 
Treasury Bills (maturity 2007)
    4,543        
 
Argentine Republic external bonds
          1,271  
 
Consolidation bonds
          1,298  
 
Other
    87       1,253  
             
Subtotal holding for trading or intermediation—In foreign currency
    114,288       51,237  
             
Subtotal holding for trading or intermediation
    164,786       88,940  
             
 
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    As of December 31,
     
    2005   2004
 
Unlisted government securities
               
In pesos:
               
 
Secured bonds Decree 1,579/02(1)
    197,771       819,498  
 
Tax credit certificates under Decree 2,217/02AM, maturity 04/09/02(1)
          11,441  
 
Argentine Republic external bills coupons(1)
          2,089  
 
Bonds issued by the Municipality of Bahía Blanca at 13.75%
    505       2,257  
 
Other
    794       301  
             
Subtotal unlisted government securities—In pesos
    199,070       835,586  
In foreign currency:
               
 
Argentine Republic external bills coupons
          3,597  
             
Subtotal unlisted government securities—In foreign currency
          3,597  
             
Subtotal unlisted government securities
    199,070       839,183  
             
Instruments issued by Central Bank
               
In pesos:
               
 
Listed Central Bank external bills
    1,343,258       762,050  
 
Listed Central Bank external notes
    822,351       73,180  
 
Unlisted Central Bank external bills
    297,493       232,894  
 
Unlisted Central Bank external notes
          29,456  
             
Subtotal instruments issued by Central Bank
    2,463,102       1,097,580  
             
Total government securities
    2,932,374       2,079,559  
             
PRIVATE SECURITIES
               
Investments in listed private securities
               
 
Shares
    8,071       3,951  
 
Corporate bonds
    24,016       14,872  
 
Debt securities in financial trusts
    3,448       10,069  
 
Certificates of participation in financial trusts
    19,005       757  
 
Mutual funds
    5,362        
             
Total private securities
    59,902       29,649  
             
Total government and private securities, before allowances
    2,992,276       2,109,208  
             
Allowances
    (512 )     (2,471 )
             
Total government and private securities
    2,991,764       2,106,737  
             
 
(1) As of December 31, 2004, these securities were disclosed as “Unlisted government securities” albeit listed, because they are valued under Central Bank Communiqué “A” 3911 as supplemented.
21. LOANS
Description of certain categories of loans in the accompanying Balance Sheets include:
a. Non-financial government sector: loans to the government sector, excluding government owned financial institutions;
 
b. Financial sector: short-term loans to other banks and short-term loans from foreign branches to banks outside Argentina.
 
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c. Non financial private sector and foreign residents: loans given to the private sector (excluding financial institutions) and residents outside Argentina.
The classification of the loan portfolio in this regard was as follows:
                 
    As of December 31,
     
    2005   2004
 
Non-financial government sector
    645,342       809,577  
Financial sector
    80,511       81,812  
Non-financial private sector and foreign residents
               
Commercial
               
—With Senior “A” guarantees
    29,891       13,707  
—With Senior “B” guarantees
    210,335       214,308  
—Without Senior guarantees
    1,261,459       1,139,969  
Consumer
               
—With Senior “A” guarantees
    15,560       8,622  
—With Senior “B” guarantees
    434,582       347,982  
—Without Senior guarantees
    996,972       484,408  
Less: Allowance
    (247,532 )     (225,340 )
             
Total loans, net of allowance
    3,427,120       2,875,045  
             
Senior “A” guarantees consist mainly of cash guarantees, gold guarantees, warrants over primary products and other forms of self-liquidating collateral.
Senior “B” guarantees generally consist of mortgages and other forms of collateral pledged to secure the loan amount.
“Without senior guarantees” consist, in general, of unsecured third-party guarantees.
A breakdown of total loans by geographical location of borrowers is as follows:
                 
    2005   2004
 
Argentina
    3,578,312       3,087,000  
Chile
    354       7  
Ecuador
          4  
Thailand
    423       2,651  
Taiwan
          637  
United States of America
    70,425       1,054  
Brazil
    139       207  
Uruguay
    9,546       8,825  
Peru
    247        
United Kingdom
    15,178        
Bahamas
    28        
Less: Provision for loan losses
    (247,532 )     (225,340 )
             
Total loans, net of allowances
    3,427,120       2,875,045  
             
 
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A breakdown of total loans by sector activity classified according to the principal business of the borrowers is as follows:
                 
Economic Activity   2005   2004
 
Agricultural livestock—Forestry—Fishing—Minery—Hunting
    444,809       261,078  
Foodstuff and beverages
    235,114       190,586  
Mass productions of products
    76,180       119,193  
Chemicals
    61,070       100,356  
Electricity, oil, water
    24,580       16,746  
Construction
    220,663       90,236  
Retail and consumer products
    281,170       282,367  
Governmental services
    717,113       860,039  
Financial sector
    240,103       326,924  
Real estate, business and leases
    57,697       93,750  
Other
    1,316,153       759,110  
             
Total loans
    3,674,652       3,100,385  
Less: Allowance
    (247,532 )     (225,340 )
             
Total loans, net of Allowance
    3,427,120       2,875,045  
             
22. ALLOWANCES FOR LOAN LOSSES
The activity in the allowance for loan losses for the fiscal years presented is as follows:
                 
    As of December 31,
     
    2005   2004
 
Balance at the beginning of the fiscal year
    225,340       56,279  
Provision for loan losses(a)
    61,008       36,467  
Allowances for loan losses from acquisition of Nuevo Banco Suquía S.A. 
          143,457  
Allowances for loan losses from incorporation of assets and liabilities of Banco Empresario de Tucumán Cooperativo Limitado
    74,775        
Allowances for loan losses for purchased loans
    6,262       21,329  
Write Offs
    (54,830 )     (32,164 )
Reversals
    (65,023 )     (28 )
             
Balance at the end of the fiscal year
    247,532       225,340  
             
(a)  As of December 31, 2005, the amount of provision for loan losses disclosed in the statement of income, includes above amounts, and, mainly, the provision for other receivables for financial intermediation (see note 26).
23. OTHER RECEIVABLES FROM FINANCIAL INTERMEDIATION
The breakdown of other banking receivables by guarantee type is as follows:
                 
    As of December 31,
     
Description   2005   2004
 
With preferred guarantees
    176,857       521,013  
Without preferred guarantees
    930,831       1,385,741  
Allowances
    (27,600 )     (107,530 )
             
      1,080,088       1,799,224  
             
 
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The breakdown of private securities recorded in Other receivables from financial intermediation is as follows:
                 
    As of December 31,
     
Description   2005   2004
 
Corporate bonds—Unlisted
    927       928  
Debt securities in financial trusts—Unlisted
    124,700       33,106  
Certificates of participation in financial trusts—Unlisted
    193,062       88,907  
             
Total investments in unlisted private securities
    318,689       122,941  
             
The Bank enters into forward transactions related to government securities and foreign currencies. The Bank recognizes cash, security or currency amount to be exchanged in the future as a receivable and payable at the original transaction date.
The assets and liabilities related to such transactions are as follows:
                   
    As of December 31,
     
Description   2005   2004
 
Amounts receivable from spot and forward sales pending settlement
               
 
Receivables from repurchase agreements of government securities
    247,743       637,782  
 
Receivable from spot sales of government and private securities pending settlement
    87,732       40,378  
 
Receivables from other repurchase agreements
          1,151  
 
Receivables from forward sales of government securities
    2,821       54,684  
 
Receivables from other forward sales
    57,684        
             
      395,980       733,995  
             
Securities and foreign currency receivable from spot and forward purchases pending settlement
               
 
Forward purchases of securities under repurchase agreements
    162,402       202,334  
 
Spot purchases of government and private securities pending settlement
    74,207       4,227  
             
      236,609       206,561  
             
 
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    As of December 31,
     
Description   2005   2004
 
Amounts payable for spot and forward purchases pending settlement
               
 
Payables for spot purchases of foreign currency pending settlement and forward purchases of foreign currency
    4       1  
 
Payables for forward purchases of securities under repurchase agreements
    88,647       126,762  
 
Payables for spot purchases of government securities pending settlement
    11,906       3,631  
 
Payables under repo transactions
    8,125       22,678  
 
Payable for spot purchases of government and private securities awaiting settlement
          589  
             
      108,682       153,661  
             
Securities and foreign currency to be delivered under spot and forward sales pending settlement
               
 
Forward sales of government securities under repurchase agreements
    284,656       690,539  
 
Forward sales of government securities
    4,428       58,870  
 
Forward sales of government securities under other repurchase agreements
          1,551  
 
Spot sales of government and private securities pending settlement
    87,910       3,212  
 
Other forward Sales
    52,720        
             
      429,714       754,172  
             
These instruments consist of foreign currency forward purchase and sale contracts and securities repurchase agreements, whose valuation method is disclosed in note 4.4.i).
Premiums on these instruments have been included in the “Financial income” and “Financial expense” captions of the consolidated statement of income of each year.
24.     BANK PREMISES AND EQUIPMENT AND OTHER ASSETS
24.1.    Bank Premises and Equipment
The major categories of the Bank’s premises and equipment, and related accumulated depreciation are presented in the following table:
                         
    As of December 31,
     
    Estimated    
    useful life    
Description   (years)   2005   2004
 
Buildings
    50       238,028       198,284  
Furniture and facilities
    10       60,985       59,017  
Machinery and equipment
    5       231,885       219,068  
Vehicles
    5       20,149       19,024  
Other
          540       681  
Accumulated depreciation
            (328,047 )     (302,210 )
                   
Total
            223,540       193,864  
                   
Depreciation expense was 19,218 and 16,570, as of December 31, 2005 and 2004, respectively.
 
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24.2.    Other assets
Other assets consisted of the following as of December 31, 2005 and 2004:
                         
    As of December 31,
     
    Estimated    
    useful life    
Description   (years)   2005   2004
 
Works in progress
          6,932       3,832  
Works of art
          1,175       962  
Prepayments for the purchase of assets
          4,191       693  
Assets acquired by attachment in aide of execution
          26,213       20,864  
Leased buildings
    50       10,529       8,236  
Stationery and office supplies
          1,236       1,193  
Other assets(1)
    50       137,336       147,033  
Accumulated depreciation
          (12,953 )     (24,671 )
                   
Total
            174,659       158,142  
                   
 
(1) Mainly includes buildings acquired by attachment in aide of execution, which under Central Bank rules are included in this line after a period of 6 months from the acquisition.
Depreciation expense was 2,024 and 2,311 at December 31, 2005 and 2004, respectively.
24.3.    Operating Leases
As of December 31, 2005, the Bank’s branch network includes certain branches that were located in properties leased to the Bank (some of which are renewable for periods between 2 and 6 years).
The estimated future lease payments in connection with these properties are as follows:
         
    In thousands
Fiscal year end   of Ps.
 
2006
    7,752  
2007
    6,527  
2008
    4,079  
2009
    2,026  
2010
    1,444  
2011 and after
    742  
       
Total
    22,570  
       
As of December 31, 2005 and 2004, rental expenses amounted to 7,249 and 4,338, respectively. As of such dates, there are no contractual obligations with separate amounts of minimum rentals, contingent rentals, and sublease rental income
 
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25.     INTANGIBLE ASSETS
25.1.    Goodwill:
As of December 31, 2005 and 2004 goodwill breakdown is as follows:
                         
    As of December 31,
     
    Estimated    
    useful life    
Description   (years)   2005   2004
 
Goodwill for the purchase of Banco de Jujuy S.A., net of accumulated amortization of 6,667 as of December 31, 2005
    7       1,646       2,485  
Amortization expense on goodwill was 839 as of December 31, 2005 and 2004.
On January 12, 1998, Banco Macro acquired 80% of the capital stock of Banco de Jujuy in the amount of Ps.5.1 million. The assets transferred amounted to Ps.30 million and the liabilities assumed amounted to Ps.28 million (historical values).
Under Central Bank Rules, this transaction resulted in Banco Macro’s positive goodwill amounting to Ps.3.5 million, which is amortized in seven years and no impairment is required.
25.2.    Organization and development costs:
As of December 31, 2005 and 2004, of organization and development costs breakdown as follows:
                         
    As of December 31,
     
    Estimated    
    useful life    
Description   (years)   2005   2004
 
Cost from information technology projects and other
    5       25,813       29,009  
Differences due to courts orders—non deductibles for the determination of the computable equity
    5       42,632       50,037  
                   
Total
            68,445       79,046  
                   
Amortization expense was 26,168 and 25,267 as of December 31, 2005 and 2004, respectively.
Intangible assets changed as follows during fiscal years ended December 31, 2005 and 2004:
                 
    Fiscal Year Ended
    December 31,
     
    2005   2004
 
Balance at the beginning of the fiscal year
    81,531       82,185  
Additions
    16,086       25,445  
Decreases
           
Amortization expense
    (27,526 )     (26,099 )
             
Balance at the end of the fiscal year
    70,091       81,531  
             
 
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26. OTHER ALLOWANCES AND PROVISIONS
The activity of the following allowances deducted from assets or included in liabilities in accordance with Central Bank rules are as follows:
Government and private securities
Recorded to cover possible impairment risk arising out of government securities.
                 
    As of December 31,
     
    2005   2004
 
Balance at the beginning of the fiscal year
    2,471       3,137  
Allowances for government and private securities losses from acquisition of Nuevo Banco Suquía S.A. 
          2,471  
Allowances for government and private securities losses
    512        
Write off
    (2,471 )     (2,997 )
Reversals
          (140 )
Monetary gain generated on allowances
           
             
Balance at the end of the fiscal year
    512       2,471  
             
Other receivables from financial intermediation
Recorded in compliance with the provision of Communication “A” 2950, as supplemented, of the Central Bank, taking into account note 4.4.g).
                 
    As of December 31,
     
    2005   2004
 
Balance at the beginning of the fiscal year
    107,530       134,145  
Provision for other receivables for financial intermediation losses
    9,958       716  
Provision for other receivables for financial intermediation losses from acquisition of Nuevo Banco Suquía S.A. 
          102,767  
Write off
    (78,789 )     (130,098 )
Reversals
    (11,099 )      
Monetary gain generated on allowances
           
             
Balance at the end of the fiscal year
    27,600       107,530  
             
Assets subject to financial lease
Recorded in compliance with the provision of Communication “A” 2950, as supplemented, of the Central Bank, taking into account note 4.4.g)
                 
    As of
    December 31,
     
    2005   2004
 
Balance at the beginning of the fiscal year
    609        
Provision for assets subject to financial lease
    875       609  
Applications
    (14 )      
             
Balance at the end of the fiscal year
    1,470       609  
             
 
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Investment in other companies
Recorded to cover possible impairment risk arising from investments in other companies.
                 
    As of
    December 31,
     
    2005   2004
 
Balance at the beginning of the fiscal year
    719       2  
Provision for investment in other companies losses
    1,049       3,003  
Allowances for investment in other companies losses from acquisition of Nuevo Banco Suquía S.A. 
          321  
Write off
    (167 )     (2,607 )
Reversals
    (297 )      
             
Balance at the end of the fiscal year
    1,304       719  
             
Other receivables
Following is a summary of amounts recorded to cover collectibility risks of other receivables. Amounts include allowances on the receivables recovered from Suquía Trust.
                 
    As of
    December 31,
     
    2005   2004
 
Balance at the beginning of the fiscal year
    6,201       3,630  
Provision for other receivables losses
    13,220       1,223  
Allowances for other receivables losses from acquisition of Nuevo Banco Suquía S.A. 
          1,689  
Write off
    (1,098 )     (341 )
Reversals
    (77 )      
Monetary gain generated on allowances
           
             
Balance at the end of the fiscal year
    18,246       6,201  
             
Provisions—Contingencies and Commitments
Following is a roll-forward of the allowance recoded under Central Bank’s rules to cover contingent losses related to loan commitments. These amounts have been accrued in accordance with Central Bank’s rules, which are similar to SFAS No. 5.
                 
    As of
    December 31,
     
    2005   2004
 
Balance at the beginning of the fiscal year
    3,120       5,342  
Provision for contingent commitments losses
    1,692       843  
Allowances for contingent commitments losses from acquisition of Nuevo Banco Suquía S.A. 
          48  
Write off
    (1,043 )      
Reversals
    (1,693 )     (3,113 )
Monetary gain generated on allowances
           
             
Balance at the end of the fiscal year
    2,076       3,120  
             
 
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Provisions—Negative Goodwill
Following is the rollforward of the amounts recorded to cover the difference between the purchase price and the book value of the net equity acquired of Banco Bansud:
                 
    As of December 31,
     
    2005   2004
 
Balance at the beginning of the fiscal year
    146,707       219,336  
Allowances
          483  
Amortization
    (73,112 )     (73,112 )
Monetary gain generated on allowances
           
             
Balance at the end of the fiscal year
    73,595       146,707  
             
Provisions—Other loss contingencies
Principally includes labor litigation and customer and other third-parties claims. The amounts have been accrued in accordance with Central Bank’s rules, which are similar to SFAS No. 5.
                 
    As of December 31,
     
    2005   2004
 
Balance at the beginning of the fiscal year
    75,872       60,450  
Provision for other contingent losses
    37,440       3,211  
Provision for other contingent losses from acquisition of Nuevo Banco Suquía S.A. 
          16,948  
Provision for other contingent losses from incorporation of assets and liabilities of Banco Empresario de Tucumán Cooperativo Limitado
    6,796          
Write off
    (13,347 )     (1,492 )
Reversals
    (4,282 )     (3,245 )
Monetary gain generated on allowances
           
             
Balance at the end of the fiscal year
    102,479       75,872  
             
Total of provisions
    178,150       225,699  
             
27.     DEPOSITS AND OTHER LIABILITIES FROM FINANCIAL INTERMEDIATION
27.1.    Deposits
The aggregate amount of time deposits and investment accounts exceeding Ps.100 thousand or more as of December 31, 2005 is Ps. 2,378,113 thousand.
 
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27.2.    Central Bank of Argentina
The Bank borrowed funds under various credit facilities from the Central Bank for specific purposes, as follows:
                                                 
    As of December 31,
     
    2005   2004
         
    Principal   Interest   Rate   Principal   Interest   Rate
 
Short-term liabilities
    8,419       25,904       4,10 %     72,162       13,514       4,11 %
Long-term liabilities
    107,174       75,984       4,24 %     329,561       70,030       4,18 %
                                     
Total
    115,593       101,888 (1)             401,723       83,544          
                                     
 
(1) As of December 31, 2005, “Interest” includes 11,129 related to accrued interest and adjustments on the above liabilities booked in “Accrued interest, adjustments, foreign exchange and quoted price differences payable” under the “Other liabilities from financial intermediation” in the accompanying consolidated balance sheets.
Maturities of the long-term liabilities in the table above for each of the following fiscal years are as follows:
         
    As of
Fiscal Year   December 31, 2005
 
2006
     
2007
    30,937  
2008
    30,444  
2009
    30,444  
2010
    30,444  
As from 2010
    60,889  
       
Total
    183,158  
       
27.3.    Banks and international institutions
                                                 
    As of December 31,
     
    2005   2004
         
    Principal   Interest   Rate   Principal   Interest   Rate
 
Short-term liabilities
    154,006 (a)     4,538       5,62 %     13,017       230       3,42 %
Long-term liabilities
                        1,651             2,98 %
                                     
Total
    154,006       4,538               14,668       230          
                                     
 
(a) In January, 2005 the Bank obtained a USD 50 million loan from Credit Suisse First Boston with an 18-month term at the LIBOR rate plus 2.7%. The loan agreement includes restrictions, principally related to the compliance of the payments established. Likewise, the loan agreement contains ther restrictions connected to the fulfillment of financial ratios. As of June 30, 2005 the Bank had duly complied with the obligations assumed with the loan
Accrued interest and adjustments are included in the “Accrued interest, adjustments and foreign exchange differences payable” account. Amounts are unsecured.
 
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Banco Macro Bansud and Subsidiaries
 
27.4.    Financing received from Argentine financial institutions
The Bank borrowed funds under various credit facilities from the Central Bank for specific purposes, as follows:
                                                 
    As of December 31,
     
    2005   2004
         
    Principal   Interest   Rate   Principal   Interest   Rate
 
Short-term liabilities
    2,481       999       1,97 %     32,021       673       2,49 %
Long-term liabilities
    22,673       16,106       3,11 %     24,814       14,945       2,05 %
                                     
Total
    25,154       17,105               56,835       15,618          
                                     
Accrued interest and adjustments are included in “Accrued interest, adjustments and foreign exchange differences payable” under the “Other liabilities from financial intermediation” in the accompanying consolidated balance sheets. Amounts are unsecured.
Maturities of the long-term liabilities in the table above for each of the following fiscal years are as follows:
         
    As of
Fiscal Year   December 31, 2005
 
2006
     
2007
    2,194  
2008
    2,032  
2009
    2,032  
2010
    2,878  
2011
    3,049  
2012
    3,049  
2013
    3,049  
2014
    4,658  
2015
    4,980  
2016
    4,980  
2017
    4,980  
2018
    898  
       
Total
    38,779  
       
 
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NUEVO BANCO SUQUÍA S.A.
Financial statements as of and for the two years ended December 31, 2004, together with the report of independent registered public accounting firm
 
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Directors of
NUEVO BANCO SUQUÍA S.A.
25 de Mayo 160
City of Córdoba
We have audited the accompanying balance sheets of NUEVO BANCO SUQUÍA S.A. (a bank organized under Argentine legislation) as of December 31, 2004 and 2003, and the related statements of income, changes in shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2004. These financial statements are the responsibility of the Bank’s Management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Bank’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nuevo Banco Suquía S.A. as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended, in accordance with the accounting principles prescribed by the Central Bank of Argentine Republic, which differ in certain respects from the accounting principles generally accepted in the United States of America (see Note 20 to the financial statements).
City of Buenos Aires, Republic of Argentina
September 30, 2005
  PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L.
  Member of Ernst & Young Global
  Norberto M. Nacuzzi
  Partner
 
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Nuevo Banco Suquía S.A.
 
Balance sheets
As of December 31, 2004 and 2003
                     
    2004   2003
         
    (stated in thousands of pesos)
ASSETS
               
CASH
               
 
Cash on hand
    105,875       111,050  
 
Due from banks and correspondents
    204,521       240,228  
 
Other
    105       103  
             
      310,501       351,381  
             
GOVERNMENT AND PRIVATE SECURITIES
               
 
Holdings for trading or intermediation
    3,519       8,322  
 
Unlisted Government securities
    298,732       270,254  
 
Instruments issued by the Central Bank of Argentine Republic
    359,616       137,272  
 
Investments in listed private securities
    13,386       4,819  
 
Less: Allowances
    (2,471 )      
             
      672,782       420,667  
             
LOANS
               
 
To the non-financial government sector
    303,990       280,044  
 
To the financial sector
    47,504        
 
To the non-financial private sector and foreign residents
    773,553       365,771  
   
Overdrafts
    164,356       67,880  
   
Documents
    109,724       49,548  
   
Mortgage loans
    169,668       78,619  
   
Collaterals loans
    151,158       39,864  
   
Personal loans
    31,667       9,533  
   
Credit cards
    23,727       60,379  
   
Other
    78,288       32,231  
   
Accrued Interest, adjustments and foreign exchange differences receivable
    46,705       29,120  
 
Less: Unearned discount
    (1,740 )     (1,403 )
 
Less: Allowances
    (143,495 )     (31,606 )
             
      981,552       614,209  
             
OTHER RECEIVABLES FROM FINANCIAL INTERMEDIATION
               
 
Central Bank of Argentine Republic
    23,471       4,989  
 
Amounts receivable from spot and forward sales pending settlement
    233,159        
 
Other receivables not covered by debtor classification regulations
    393,212       512,920  
 
Other receivables covered by debtor classification regulations
    72,770       39,183  
 
Accrued interest receivable not covered by debtors classification regulations
    657        
 
Less: Allowances
    (102,767 )     (18,300 )
             
      620,502       538,792  
             
 
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Nuevo Banco Suquía S.A.
 
                     
    2004   2003
         
    (stated in thousands of pesos)
INVESTMENTS IN OTHER COMPANIES
               
 
In financial institutions
    182        
 
Other
    2,032       847  
 
Less: Allowances
    (321 )      
             
      1,893       847  
             
OTHER RECEIVABLES
               
 
Receivables from sale of assets
    715       342  
 
Shareholders
          11,250  
 
Other
    20,477       24,504  
 
Accrued interest and adjustments receivable from sale of assets
    156       91  
 
Other accrued interest and adjustments receivable
          11  
 
Less: Allowances
    (1,689 )     (574 )
             
      19,659       35,624  
             
BANK PREMISES AND EQUIPMENT, NET
    47,116       50,199  
             
OTHER ASSETS
    24,947       20,316  
             
INTANGIBLE ASSETS
               
 
Organization and development costs
    608       632  
             
      608       632  
             
ITEMS PENDING ALLOCATION
    180       359  
             
   
TOTAL ASSETS
    2,679,740       2,033,026  
             
 
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Nuevo Banco Suquía S.A.
 
Balance sheets
As of December 31, 2004 and 2003
                       
    2004   2003
         
    (stated in thousands of pesos)
LIABILITIES
               
DEPOSITS
               
 
From the non-financial government sector
    1,447       419  
 
From the financial sector
    605       636  
 
From the non-financial private sector and foreign residents
    1,541,658       1,340,702  
   
Checking accounts
    364,301       304,958  
   
Savings accounts
    297,481       170,712  
   
Certificates of deposit
    731,370       690,483  
   
Investment accounts
    13,809        
   
Other
    111,581       137,886  
   
Accrued Interest, adjustments and foreign exchange differences payable
    23,116       36,663  
             
      1,543,710       1,341,757  
             
OTHER LIABILITIES FROM FINANCIAL INTERMEDIATION
               
 
Central Bank of Argentina—Other
    483,686       506,664  
 
Amounts payable for spot and forward purchases pending settlement
    1        
 
Securities and foreign currency to be delivered under spot and forward sales pending settlement
    233,108        
 
Financing received from Argentine financial institutions
    204       268  
 
Other
    59,767       36,787  
 
Accrued Interest, adjustments and foreign exchange differences payable
    17,100       3,302  
             
      793,866       547,021  
             
OTHER LIABILITIES
               
 
Fees
          268  
 
Other
    13,461       16,642  
 
Accrued Interest, adjustments and foreign exchange differences payable
    78       231  
             
      13,539       17,141  
             
PROVISIONS
    16,996       37,902  
             
ITEMS PENDING ALLOCATION
    4,331       7,836  
             
     
TOTAL LIABILITIES
    2,372,442       1,951,657  
             
SHAREHOLDERS’ EQUITY
    307,298       81,369  
             
     
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
    2,679,740       2,033,026  
             
 
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Nuevo Banco Suquía S.A.
 
Memorandum accounts
                   
    2004   2003
         
    (stated in thousands of pesos)
DEBIT ACCOUNTS
               
 
Contingent
               
—Guaranties received
    990,109       583,617  
—Contingent debit-balance contra accounts
    36,524       23,242  
             
      1,026,633       606,859  
             
Control
               
—Receivables classified as irrecoverable
    344,747        
—Other
    550,514       594,910  
—Control debit-balance contra accounts
    35,677       29,199  
             
      930,938       624,109  
             
 
TOTAL
    1,957,571       1,230,968  
             
CREDIT ACCOUNTS
               
 
Contingent
               
—Unused portion of loans granted and covered by debtor classification regulations
    22,618       7,203  
—Other guarantees provided covered by debtor classification regulations
    7,440       6,091  
—Other covered by debtor classification regulations
    6,466       9,948  
—Contingent credit-balance contra accounts
    990,109       583,617  
             
      1,026,633       606,859  
             
Control
               
—Checks to be credited
    35,677       29,199  
—Control credit-balance contra accounts
    895,261       594,910  
             
      930,938       624,109  
             
 
TOTAL
    1,957,571       1,230,968  
             
The accompanying notes 1 through 20 to the financial statements are an integral part of these statements.
 
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Nuevo Banco Suquía S.A.
 
Statements of income for fiscal years
Ended December 31, 2004 and 2003
                 
    2004   2003
         
    (stated in thousands of pesos)
FINANCIAL INCOME
               
 
Interest on cash and due from banks
    1,931       2,824  
Interest on loans to the financial sector
    302       149  
Interest on overdrafts
    16,377       13,165  
Interest on documents
    8,739       10,361  
Interest on mortgage loans
    13,081       5,095  
Interest on collateral loans
    13,140       3,234  
Interest on credit card loans
    4,131       9,374  
Interest on other loans
    13,352       4,731  
Interest on other receivables from financial intermediation
          3  
Income from government and private securities, net
    39,716       100,429  
Income from guaranteed loans—Presidential Decree 1,387/01
    8,459       7,723  
C.E.R. (Benchmark Stabilization Coefficient) adjustment
    42,418       46,953  
C.V.S. (Salary Variation Coefficient) adjustment
    4,583       6,200  
Other
    20,132       13,858  
             
      186,361       224,099  
             
FINANCIAL EXPENSE
               
 
Interest on checking accounts
    1,170       1,222  
Interest on savings accounts
    1,576       1,873  
Interest on certificates of deposit
    26,677       81,416  
Other Interest
    15,617       23,551  
C.E.R. adjustment
    54,166       19,725  
Other
    7,992       10,145  
             
      107,198       137,932  
             
GROSS INTERMEDIATION MARGIN—GAIN
    79,163       86,167  
             
 
PROVISION FOR LOAN LOSSES
    124,682       800  
             
 
SERVICE-CHARGE INCOME
               
 
Related to lending transactions
    3,104       741  
Related to deposits
    71,355       53,477  
Other fees
    5,912       4,307  
Other
    13,361       9,877  
             
      93,732       68,402  
             
SERVICE-CHARGE EXPENSE
               
 
Fees
    19,596       16,443  
Other
    5,252       3,528  
             
      24,848       19,971  
             
MONETARY LOSS ON FINANCIAL INTERMEDIATION
          (508 )
             
 
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Nuevo Banco Suquía S.A.
 
                 
    2004   2003
         
    (stated in thousands of pesos)
ADMINISTRATION EXPENSE
               
 
Personnel expenses
    76,803       70,614  
Director’s and statutory auditor’s fees
    669       268  
Other professional fees
    1,474       1,068  
Advertising and publicity
    1,712       1,780  
Taxes
    3,770       3,580  
Other operating expenses
    25,581       23,725  
Other
    3,203       2,209  
             
      113,212       103,244  
             
MONETARY INCOME ON OPERATING EXPENSE
          15  
             
 
NET (LOSS)/ INCOME FROM FINANCIAL INTERMEDIATION
    (89,847 )     30,061  
             
 
OTHER INCOME
               
 
Income from long-term investments
          147  
Penalty interest
    1,157       3,311  
Recovered loans and allowances reversed
    39,117       1,048  
Other
    6,853       6,061  
             
      47,127       10,567  
             
OTHER EXPENSE
               
 
Loss from long-term investments
    74        
Charge for other-receivables uncollectibility and other allowances
    17,217       37,950  
C.E.R. adjustment
    26       17  
Other
    2,784       1,724  
             
      20,101       39,691  
             
MONETARY INCOME ON OTHER OPERATIONS
          14  
             
 
NET (LOSS)/ INCOME BEFORE INCOME TAX
    (62,821 )     951  
             
 
INCOME TAX
           
             
 
NET (LOSS)/ INCOME FOR THE FISCAL YEAR
    (62,821 )     951  
             
The accompanying notes 1 through 20 to the financial statements are an integral part of these statements.
 
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Nuevo Banco Suquía S.A.
 
Statements of changes in shareholders’ equity
For fiscal years ended December 31, 2004 and 2003
                                                           
        Irrevocable                    
        contributions                
        on account of   Adjustments to   Earnings reserved        
    Capital   future capital   shareholders’       Unappropriated    
Movements   stock(1)   increases   equity   Legal   Voluntary   earnings   Total
 
    (stated in thousands of pesos)
Balances as of December 31, 2002
    15,000             60                   65,441       80,501  
Distribution of unappropriated earnings approved by the Shareholders’ Meeting of April 24, 2003:
                                                       
 
Legal reserve
                      13,078             (13,078 )      
Other movements
                (83 )                       (83 )
Net income for the fiscal year
                                  951       951  
                                           
Balances as of December 31, 2003
    15,000             (23 )     13,078             53,314       81,369  
                                           
Distribution of unappropriated earnings approved by the Shareholders’ Meeting of April 30, 2004:
                                                       
 
Legal reserve
                      186             (186 )      
Irrevocable contributions on account of future capital increases received on December 22, 2004(2)
          288,750                               288,750  
Capital stock increase approved by the
                                                       
 
Shareholders’ Meeting of December 22, 2004(2)
    288,750       (288,750 )                              
Net (loss) for the fiscal year
                                  (62,821 )     (62,821 )
                                           
Balance as of December 31, 2004
    303,750             (23 )     13,264             (9,693 )     307,298  
                                           
 
(1) Integrated by 303,750,000 and 15,000,000 ordinary shares of face value Ps.1 each and one vote per share, as of December 31, 2004 and 2003, respectively. As of the date of these financial statements, the capital is subscribed and paid-in.
 
(2) See note 1.b).
The accompanying notes 1 through 20 to the financial statements are an integral part of these statements.
 
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Nuevo Banco Suquía S.A.
 
Statements of cash flows for the fiscal years
Ended December 31, 2004 and 2003
                     
    2004   2003
         
    (stated in thousands of pesos)
Cash provided by (used in) operating activities
               
 
Financial income collected
    152,835       193,642  
 
Service-charge income collected
    93,732       68,402  
 
Other sources of cash
    7,961       10,542  
 
Less:
               
 
Financial expenses paid
    (97,277 )     (217,721 )
 
Services-charge expenses paid
    (28,160 )     (16,175 )
 
Administrative expenses paid
    (110,306 )     (113,115 )
             
   
Net cash provided by/ (used in) operating activities
    18,785       (74,425 )
             
Plus:
               
Cash provided by (used in) investing activities
               
 
(Increase) in government and private securities
    (253,157 )     (415,172 )
 
(Increase) in loans
    (414,733 )     (478,091 )
 
(Increase )/ decrease in other receivables from financial intermediation
    (124,267 )     755,442  
 
(Increase) in other assets
    (3,249 )     (75,819 )
             
   
Net cash used in investing activities
    (795,406 )     (213,640 )
             
Plus:
               
Cash provided by (used in) financing activities
               
 
Capital increase
    300,000        
 
Increase in deposits
    215,500       387,983  
 
(Decrease)/ increase in other liabilities
    (2,969 )     1,024  
 
Increase/ (decrease) in other liabilities from financial intermediation
    223,210       (6,530 )
             
   
Net cash provided by financing activities
    735,741       382,477  
             
 
 
Monetary loss generated on cash
          (2,065 )
             
 
 
(Decrease)/ Increase in cash and cash equivalents
    (40,880 )     92,347  
             
 
 
Cash and cash equivalents at the beginning of fiscal year (restated)
    351,381       259,034  
 
 
(Decrease)/ Increase in cash and cash equivalents
    (40,880 )     92,347  
             
 
 
Cash and cash equivalents at the end of the fiscal year
    310,501       351,381  
             
The accompanying notes 1 through 20 to the financial statements are an integral part of these statements.
 
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Nuevo Banco Suquía S.A.
 
Notes to the Financial Statements
As of December 31, 2004 and 2003
(Stated in thousands of pesos)
1. COMPANY ORGANIZATION AND SALE OF CAPITAL STOCK
a)     Company organization
As a result of the illiquidity situation resulting from the permanent cash withdrawals made by the depositors of the former Banco Suquía S.A., on May 17, 2002, the former Banco Bisel S.A., acting on its own account and in its capacity as parent of the former Banco Suquía S.A., requested that the Central Bank of Argentine Republic (the Central Bank) consider the possibility of implementing the procedure provided for in section 35 bis of the Financial Institutions Law. The grounds for such request were that the controlling shareholder of the group, Crédit Agricole S.A., had resolved not to make new capital contributions to its subsidiaries and that the Central Bank had refused to continue to provide liquidity.
Consequently, Central Bank Resolution No. 95 dated May 19, 2002, established the discontinuance of operations of the former Banco Suquía S.A. under section 49 of Central Bank charter and its reorganization under section 35 bis of Financial Institutions Law, in defense of the depositors’ interests.
According to such resolution, the Central Bank resolved to:
  Suspend the activities of Banco Suquía S.A. for a 120-day term. This term expired on September 16, 2002.
 
  Approve the establishment of the Suquía trust, designating Banco de la Nación Argentina as trustee, which received certain (“excluded”) assets from the former Banco Suquía S.A.
 
  Authorize Nuevo Banco Suquía S.A. to operate as a retail commercial bank, assuming the secured liabilities of the former Banco Suquía S.A. and Central Bank rediscounts.
 
  Authorize Banco de la Nación Argentina to be the majority shareholder of the new bank, establishing that the former should take the necessary actions to manage, stabilize and sell its ownership interest in the latter as soon as possible, according to the relevant effective regulations.
Simultaneously, the former Banco Suquía S.A., in its capacity as trustor, Banco de la Nación Argentina, in its capacity as trustee, and Nuevo Banco Suquía S.A., in its capacity as beneficiary, signed the Suquía trust agreement. The purpose of the Suquía trust was to transfer the fiduciary ownership of certain assets from the former Banco Suquía to Banco de la Nación Argentina for their management and realization in favor of the trust’s beneficiaries. In this respect, the trust, issued privileged Class “A” and subordinated Class “B” certificates of participation, the beneficiaries of which were Nuevo Banco Suquía S.A. and the former Banco Suquía, respectively.
The Class “A” certificate of participation was issued for a value equal to the nominal value of the liabilities assumed by the new bank, plus those arising subsequently from legal decisions resulting in an increase to the deposits transferred plus accrued interest (at the rate applied by the Central Bank for rediscounts or the rate equal to C.E.R. (Coeficiente de Estabilización de Referencia— Benchmark Stabilization Coefficient) for that month, plus a nominal 5% rate p.a., whichever higher). The Class “A” certificate of participation was entirely held by Nuevo Banco Suquía S.A., which amounted to 25,551 and 512,920 as of December 31, 2004, and 2003, respectively. As explained in note 2.c), full allowances were set up for these amounts as of December 31, 2004.
 
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The Class “B” certificate of participation is subordinated to the Class “A” certificate of participation and was issued for an amount equal to that of the remaining corpus assets.
As a result, Nuevo Banco Suquía S.A. began operations on May 22, 2002. Its bylaws were approved by Resolution No. 56 of the Argentine Ministry of Economy on June 4, 2002. Its registered office was established in the City of Buenos Aires to act as a commercial bank. Banco de la Nación Argentina subscribed for 99% of the capital stock and Fundación Banco de la Nación Argentina subscribed for the remaining 1%.
b)     Sale of capital stock
On April 30, 2004, once the bidding process had been completed, Banco de la Nación Argentina and Banco Macro Bansud executed a preliminary sale agreement for 100% of the shares of Nuevo Banco Suquía S.A., subject to the Central Bank’s approval.
On December 9, 2004, through Resolution No. 361/04, the Central Bank’s Board of Governors resolved not to make any findings on the transfer of shares from Nuevo Banco Suquía S.A. to Banco Macro Bansud S.A., thus effectively approving the transaction. This transfer took place on December 22, 2004, the date on which the new shareholder also made the capital contribution amounting to 288,750 pursuant to the abovementioned bidding process.
A Special Shareholders’ Meeting was held on January 19, 2005, where the shareholders approved, among other issues, the change of the Bank’s registered office to the City of Córdoba. The new registered office was registered with Inspección de Personas Jurídicas de la Provincia de Córdoba (Business Associations Regulatory Agency of the Province of Córdoba).
Finally, on March 14, 2005, Banco Macro Bansud S.A. transferred 0.01646% of the Bank’s capital stock to certain shareholders. Therefore, as of December 31, 2004, its ownership interest was 99.98354%.
2. THE BANK, THE ARGENTINE MACROECONOMIC ENVIRONMENT AND FINANCIAL SYSTEM
The Argentine economic and financial situation worsened in 2001, when the government suspended payments on the sovereign debt and imposed severe restrictions on cash withdrawals from financial institutions.
In early 2002, the Argentine Congress enacted Public Emergency and Foreign Exchange System Reform Law No. 25,561. This law introduced significant changes to the economic model implemented until that date and amended Convertibility Law (the currency board that pegged the Argentine peso at parity with the US dollar). In addition, different mechanisms were implemented to convert foreign-currency payables and deposits into pesos (known as pesification) and severe foreign exchange restrictions.
Subsequently, the Federal Government has instituted a significant amount of other measures such as compensation for the asymmetrical pesification and application of C.E.R./ C.V.S. (Coeficiente de Estabilización de Referencia/ Coeficiente de Variación Salarial) adjustments (consumer price coefficients based on inflation and salary levels), the government debt restructuring, signing of the Letter of Intent with the International Monetary Fund, relaxation of foreign-exchange controls, final exchange phase of provincial debt instruments, restructuring of private-sector debts and lifting of restrictions on bank deposits.
On January 14, 2005, the Federal Government started the restructuring process for a substantial part of Argentina’s sovereign debt, in default since late 2001. The process included a significant reduction in the principal owed as well as reduction in interest rates and extension of payment terms. For this purpose, the Federal Government offered three types of bonds in exchange for the defaulted securities,
 
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as established by Presidential Decree No. 1,753/04. Additionally, the Government announced that it was not planning to make any payments on the debt not submitted to the restructuring process. The exchange period came to an end on February 25, 2005. The acceptance level by the sovereign debt holders received by the exchange offer was significant. On March 3, 2005, the Federal Government announced the outcome of the exchange, the degree of acceptance of which amounted to 76%. This implied that Argentina was no longer in default on its sovereign debt.
The presentation of the financial statements requires Management to make estimates and assumptions that affect the reported figures of assets, liabilities income, expenses and contingencies. The actual amounts and results could differ from these estimates.
These financial statements should be read in the light of the events explained above.
The following are the measures implemented by the Argentine Government since the late 2001 economic crisis. Certain measures are still prevailing as of the date of these financial statements. Additionally, below are descriptions of the actions implemented by the Bank to address such effects.
a) Financial institutions compensation
1) For the effects of the devaluation and compulsory pesification
According to the provisions of Law No. 25,561 and sections 2, 3 and 6 of Presidential Decree No. 214/02, as amended and supplemented, a significant portion of assets and liabilities in foreign currency were converted into pesos in early 2002. The compensation to be provided to financial institutions was established in Sections 28 and 29 of Presidential Decree No. 905/2002 dated June 1, 2002.
Under such sections, the Argentine Ministry of Economy was to provide financial institutions with Argentine Government Bonds (BODEN) denominated in Argentine pesos and/or US dollars as a full and final compensation for the negative equity effects arising from pesification at an asymmetrical exchange rate of receivables and payables denominated in foreign currency, as well as for the net negative position in foreign currency resulting from their pesification.
At the end of 2004, the Central Bank completed reviewing the calculation of the compensation for the asymmetric pesification of the foreign currency position of the former Banco Suquía prior to devaluation. Several changes were made to the regulations and interpretation criteria of the process that, due to its complexity, resulted in several adjustments that the Central Bank required from the Bank and were recorded. Upon completion of Central Bank’s review, the final amounts were determined and only the formal delivery of the bonds is still pending.
Also, as of December 31, 2004, the Bank disclosed in “Other receivables from financial intermediation— Other receivables not covered by debtor classification regulations”, the compensation receivable in federal government bonds (BODEN 2007 and BODEN 2012) for 347,694. As of December 31, 2003, there was no such an amount (these assets were redeemed from the Suquía trust during 2004).
2) For the effects of the asymmetric indexation
Law No. 25,796 and Presidential Decree No. 117/2004 allowed for compensation to financial institutions of up to 2,800,000 to compensate fully, solely and definitively the effects caused by effective general rules, whereby the CVS (salary variation coefficient) and C.E.R. became applicable to some assets and liabilities of the bank, respectively. The Central Bank set forth the procedural rules to compensate each financial institution, following the criteria established by law.
Thus, as of December 31, 2003, the Bank recorded 18,105 (net of allowances) for the estimated amount of compensation to be received.
 
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During the year ended December 31, 2004, the Bank decided not to join the abovementioned compensation system. In consequence, the above mentioned compensation was charged off to income statement.
b) Financial assistance to the government sector
1) Guaranteed Loans— Decree No. 1,387/2001
On November 1, 2001, through Presidential Decree No. 1,387/01, the Federal Executive instructed the Ministry of Economy to offer, i.e. on a voluntary basis, to exchange federal and provincial government debts for secured-loan certificates issued and to be paid by the Federal Government or the FFDP (Provincial Development Trust Fund), with the aim of reducing interest rates of the securities to be exchanged and extending amortization terms.
In late 2001, Presidential Decrees No. 1,387/01 and 1,646/01 established the basic terms and characteristics of the exchange of Argentine public-sector debt securities and loans for new loans called Guaranteed Loans and their characteristics. Subsequently, Presidential Decree No. 471/02 established, among other things, the pesification of all federal, provincial and municipal government obligations denominated in foreign currency under Argentine law, at the Ps. 1.40 to USD 1 exchange rate, or its equivalent in any other currency, and adjusted by C.E.R. and the interest rate applicable to each type of government security and guaranteed loan, on the basis of its average life and original currency. “C.E.R.” is an inflation adjustment coefficient based on changes in the consumer price index, which became effective as from February 3, 2002 and it is published by I.N.D.E.C. (Instituto Nacional de Estadística y Censos— Argentine Institute of Statistics and Census).
Subsequently, the Federal Executive issued Presidential Decree No. 644/02 establishing the steps to be followed by institutions to accept the new conditions (pesification at the rate of Ps 1.40 to USD 1.00, application of CER, and change of the interest rate) in order to receive principal and interest payments on guaranteed loans. Should the new exchange conditions not be accepted, the original government securities, i.e. those submitted for exchange for guaranteed loans certificates, would be reverted to.
The Bank redeemed from the Suquía trust certain guaranteed loans, which were recorded in the “Loans to the non-financial government sector” account totaling 229,360 and 217,891 in the financial statements as of December 31, 2004, and 2003, respectively.
Also, the Bank complied with the provisions of Presidential Decree No. 739/03, which allows the Bank to settle the illiquidity rediscount payables to the Central Bank in the same amount of installments, not exceeding 70, as those of assets provided as security. In the case of the Bank, these assets are made up of most of the abovementioned guaranteed loans and bonds.
However, it is noteworthy that the Bank, making use of the option established by Central Bank Communiqués “A” 4,268 and “A” 4,282, fully repaid the remaining amount of rediscount on February 2, 2005.
A.F.I.P. (Administración Federal de Ingresos Públicos— Federal Public Revenue Agency) and other agencies’ administrative proceedings have had different interpretations regarding the exemption of guaranteed loans from the pesification and the C.E.R. adjustment. The Bank has considered the income mentioned in the preceding paragraph to not be subject to income tax; consequently, its effect on the calculations of income tax accrual was not considered.
2) Provincial debt exchange— Law No. 25,570
On October 25, 2002, the Ministry of Economy issued Resolution No. 539/02 describing the mechanism to exchange eligible provincial debt provided in sections 1 and 12, Presidential Decree
 
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No. 1,579/02. As of the date of issuance of these financial statements, such bonds were delivered at different stages, depending on the provincial governments involved.
In prior years, the Bank received from the Suquía trust secured bonds (BOGAR) arising from the pesification of debts of the Provinces of Córdoba, Salta, Entre Ríos and Mendoza.
Finally, on June 6, 2005, the loan granted to the Municipality of the City of Córdoba was restructured through the exchange for secured bonds.
As of December 31, 2004, and 2003, such secured bonds were recorded in the “Unlisted government securities” account totaling 289,430 and 270,254, respectively.
3) Exchange of government debt
Presidential Decrees Nos. 1,733 and 1,735 were issued on December 10, 2004. They established the restructuring of the Argentine Government bonds; the payment of such bonds was deferred as provided for in Section 59, Law No. 25,827 through a domestic and international exchange transaction. Such transaction should be carried out within the scope and terms and conditions detailed in such decrees and in the offer prospectus.
The restructuring comprised a global exchange offer with holders in the United States, Argentina and several countries in Europe and Asia. The government securities eligible for restructuring include all securities issued before December 31, 2001. Three new debt securities (par, quasi-par and discount) were issued with a separable unit linked to GDP, replacing the government securities eligible for restructuring. All of them mature from 30 to 42 years as from December 31, 2003, at interest rates ranging from 1.33% to 8.28%.
In January 2005, the exchange was launched in Argentina and the terms and conditions of the offer were presented in Europe and the U.S. The final acceptance level was about 76%.
The bonds were finally exchanged in June 2005 by transferring discount bonds that the Bank had selected for the exchange of the government securities eligible for restructuring. As of June 30, 2005, the securities involved in this process amounted to 1,654.
Considering that Central Bank’s rules do not require setting minimum loan loss provisions, they do not require setting any allowance for the credit assistance granted to this sector. Also, in light of the successful closing of the government debt exchange process mentioned above and considering that the Federal Government is complying with the maturities of its liabilities, including those specified above, the Bank does not record any loan loss provisions for such financing.
c) Outstanding issues related to the payment of the certificate of participation in the Suquía trust
As a result of the former Banco Suquía’s closing process, the establishment of the Suquía trust and the organization of Nuevo Banco Suquía S.A., as mentioned in note 1, the excluded assets of the former Banco Suquía S.A., pursuant to Resolution No. 581 of Central Bank’s Board of Governors, were transferred to the Suquía trust.
Nuevo Banco Suquía S.A. received assets, from the trust in exchange for Class “A” certificate of participation held by Nuevo Banco Suquía S.A.
Although as of the date of issuance of these financial statements, some bank premises and equipment have not yet been appraised and a portion of the loan portfolio received and classified in a situation other than normal, as established in the trust agreement, has not yet been valued, the Bank’s Management has concluded that the effect of these pending appraisals and valuations will not be material to the financial statements taken as a whole.
 
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The Class “A” certificate of participation in the Suquía trust amounting to 25,551 and 512,920 as of December 31, 2004, and 2003, respectively was recorded in the “Other receivables from financial intermediation— Other not covered by debtor classification standards” account. Based on estimates the recoverability of the trust’s remaining assets and the potential results of the appraisals and valuations of the assets referred to in the preceding paragraph, 100% allowances were recorded for these amounts as of December 31, 2004.
d) Deposits. Rescheduling of amounts. Exchange for Argentine government bonds
(Exchange I and II)
As a result of the economic crisis, the Federal Executive has issued Decree No. 1,570/2001 establishing severe restrictions on the withdrawal of funds from financial institutions. Subsequently, a number of rules were issued that established a schedule for rescheduled maturity of deposits existing in the financial system (CEDROS). The Central Bank, through a series of communiqués, established the dates for the reimbursements of deposits based on their currency and amounts.
As part of the process related to lifting restrictions on bank deposits, the Federal Executive Branch established Exchanges I and II for financial system deposits. Through those exchanges, holders of deposits could opt for receiving government securities in consideration for their rescheduled deposits.
In relation to Exchange I, the Bank received requests from its depositors for Argentine government bonds amounting to approximately 231,044. On September 9, 2002, the Bank requested loans in pesos to acquire “Federal Government Bonds in US dollars at LIBOR maturing in 2005”, “Federal Government Bonds in pesos at 2% maturing in 2007” and “Federal Government Bonds in US dollars at LIBOR maturing in 2012”, as established in point 2(4)2 of Central Bank Communiqué “A” 3,717 in the amount of 161,869. In such request, the Bank offered as security a first pledge on Class “A” certificate of participation in the Suquía financial trust (see note 6.4).
In relation to Exchange II, the Bank received requests from its depositors amounting to 13,119 (principal). As of the date of issuance of these financial statements, the subscription and delivery of such bonds is being implemented by the Federal Government.
As of December 31, 2004, and 2003, the Bank carried 52,218 and 104,405, respectively, in rescheduled deposits (CEDROS).
e) Legal actions
The measures adopted by the Federal Executive in 2002 with respect to the situation of public emergency in political, economic, financial and foreign exchange matters triggered a number of legal actions brought by individuals and companies against the Federal Government, the Central Bank and financial institutions for claiming that some of those measures infringed upon their constitutional rights (“amparos”).
In the particular case of deposits denominated in foreign currency, the trial courts began to order the partial or total reimbursement of such deposits, either in foreign currency or at the free-exchange rate at the time of reimbursement, until a final pronouncement was made as to the constitutionality of the pesification of foreign-currency deposits, as previously established.
Some of such claims were filed with the Argentine Supreme Court, which decided whether the judgments granted by the lower courts were constitutional or not depending on each particular case. The last judgment passed by the Supreme Court established the constitutionality of the process but some aspects remained undefined. It should be noted that the effects of the Supreme Court’s judgment were limited to the parties to each case, which may change in the future. Nevertheless, lower courts usually follow and apply Supreme Court precedents.
 
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If the courts make a final favorable decision on the constitutionality of pesification of foreign-currency deposits (e.g. if a decision similar to the abovementioned last judgment is pronounced), the Bank would be entitled to require the reimbursement of the amounts paid in excess of the amount required by effective regulations. Conversely, if the courts decide that deposits should be reimbursed in foreign currency, then there may be further claims against the Bank. However, the Bank’s management believes that these additional payments should be eventually included in the compensation mechanisms implemented to compensate financial institutions for the effects of the asymmetrical pesification of their assets and liabilities.
As of the date of the respective report, there still is uncertainty as to the final court decisions and their potential effects on: (i) the recoverability of the capitalized amounts; (ii) those depositors’ claims sustained, but only as to the delivery of a portion of the original amount in US dollars; and (iii) the contingent risk of potential additional legal claims pending with courts as to which no judgment has yet been issued on the constitutional actions.
As established in the Suquía trust establishment agreement, the amounts that Nuevo Banco Suquía S.A. should pay in excess of the amount of such pesified deposits and adjusted according to effective regulations, mainly resulting from US dollar-exchange differences, shall be compensated by the Suquía trust by increasing the amount of the Class “A” certificate of participation issued by such trust fund.
In the event that the trust’s assets are not enough to cover the higher amounts paid in this respect, they may be recorded in the “Intangible assets” account, in accordance with Central Bank’s rules, and the Bank will analyze the actions to be taken to recover them.
To date, the Bank has been able to compensate the constitutional rights protection actions paid to its depositors with the increase of Class “A” certificate of participation in the Suquía trust.
In light of the complexity of the issue, and considering that those situations may result in gain or loss contingencies, whose likelihood of occurrence is considered to be more than remote but less than probable, the related amount or range of the amount involved cannot be estimated.
3. SIGNIFICANT ACCOUNTING POLICIES
The preparation of the Bank’s financial statements requires Management to make, in certain cases, estimates and assumptions to determine the book amounts of assets and liabilities, as well as the disclosure of contingent assets or liabilities as of each of the dates of presentation of the accounting information included in these financial statements.
Management records entries based on the best estimates according to the likelihood of occurrence of different future events and the final amounts may differ from such estimates, which may have a positive or negative impact on future periods.
3.1.     Comparative information
The financial statements for the fiscal year ended December 31, 2004 are presented comparatively with the financial statements for the year ended December 31, 2003.
3.2.     Restatement in constant pesos
The accounting standards in Argentina require financial statements to be stated in constant pesos. In a monetary stability context, the nominal currency is used as constant currency, but, in an inflationary or deflationary context, the financial statements should be stated in pesos reflecting the purchasing power as of their closing date by recognizing the changes in the domestic WPI (Wholesale Price Index) published by the I.N.D.E.C, under F.A.C.P.C.E. (Federación Argentina de Consejos Profesionales de
 
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Ciencias Económicas— Argentine Federation of Professional Councils in Economic Sciences) Technical Resolution No. 6 restatement method.
The Bank’s financial statements, recognize the changes in the peso purchasing power until February 28, 2003, under Presidential Decree No. 664/2003, C.N.V. (Comisión Nacional de Valores— Argentine Securities and Exchange Commissions) 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 accounting information is restated in constant currency on a monthly basis, using I.N.D.E.C.’s domestic WPI measurements.
3.3.     Valuation methods
These financial statements have been prepared under Central Bank’s rules.
a)     Assets and liabilities denominated in foreign currency
As of December 31, 2004 and 2003, 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 year-end. Additionally, assets and liabilities denominated in other foreign currencies were converted at Central Bank’s benchmark exchange rate. Foreign exchange differences were recorded in the income statement for each year-end as foreign exchange, net.
b)     Government and private securities
1) Listed government securities
Holdings for trading or intermediation transactions: they were stated at the effective quoted price for each security as of each year-end. Differences in quoted market values were recorded in the income statement for each year-end.
2) Unlisted government securities
i)     Secured bonds under Presidential Decree No. 1,579/02 and Tax Credit Certificates: as of December 31, 2004 and 2003, they were valued as established by Central Bank Communiqué “A” 3,911 and 4,084, as supplemented, at the lower of net present value or notional value. The difference between the determined value and the notional value, calculated as established in point 3 of Central Bank Communiqué “A” 4,084, was reflected in the income (loss) for each year.
In the case of peso- denominated instruments which include indexation clauses (C.E.R.), the present value was calculated based on cash flows according to the contractual conditions (taking into account, if applicable, the accumulated C.E.R. accrual by month-end), discounted at the interest rates established in point 2 of such Communiqué (for the year ended December 31, 2004: 3.50% and for the year ended December 31, 2003: 3%). Such calculations were made following specific guidelines established in such Communiqué (present value rate, certain effects determined for the aggregation of securities and guaranteed loans, among others).
In the case of peso-denominated instruments which do not include indexation clauses, Central Bank Communiqué “A” 4,163 established the methodology to calculate their present values. Thus, the interest rate used to discount the cash flows for the fiscal year ended December 31, 2004, was 3.71%
ii)     Instruments issued by the Central Bank— LEBAC (Central Bank bills): they were valued at their face value, adjusted by C.E.R., plus interest accrued until each year-end, applying the rates stipulated in their issuance conditions.
 
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3)     Investments in listed private securities
As of December 31, 2004 and 2003, they were valued at the effective quoted price at year-end. Market value differences were recorded in the income statement for each year-end.
c)     Loans and Other Assets from the Non-Financial Government Sector
The guaranteed loans certificates issued by the Federal Government under Presidential Decree No. 1,387/01 and other loans to the non-financial government sector were valued as established by Central Bank Communiqué “A” 3,911, as supplemented, at the lower of net present value or notional value. The difference between the determined value and the notional value, calculated as established in point 3 of Central Bank Communiqué “A” 4,084, was reflected in the income (loss) for each year.
In the case of peso- denominated instruments which include indexation clauses, the present value was calculated based on cash flows according to the contractual conditions (taking into account, if applicable, the accumulated C.E.R. accrual by month-end), discounted at the interest rates established in point 2 of such Communiqué (for the year ended December 31, 2004: 3.50% and for the year ended December 31, 2003: 3%). Such calculations were made following specific guidelines established in such Communiqué (present value rate, certain effects determined for the aggregation of securities and guaranteed loans, among others).
In the case of peso-denominated instruments which do not include indexation clauses, Central Bank Communiqué “A” 4,163 established the methodology to calculate their present values. Thus, the interest rate used to discount the cash flows for the fiscal year ended December 31, 2004, was 3.71%.
d)     Interest accrual
Interest has been accrued by a compound interest when earned, except interest on foreign currency and interest whose maturity does not exceed 92 days, on which interest has been accrued by a simple interest formula.
The Bank suspends the accrual of interest generally when the related loan is non-performing and the collection of interest and principal is in doubt, generally after 90 days. Accrued interest remains on the Bank’s books and is considered a part of the loan balance when determining the allowances for loan losses. Interest is then recognized on a cash basis after reducing the receivable of accrued interest, if applicable.
e)     C.E.R. accrual
As of December 31, 2004 and 2003, receivables and payables have been adjusted by the C.E.R. as follows:
  Guaranteed loans: they were indexed in accordance with Ministry of Economy Resolution No. 50/02, which provided that income and amortization payments related to these loans should be made considering the C.E.R. of ten business days before the due date of such payment.
 
  Other loans: under Central Bank Communiqué “A” 3,507, as supplemented, the payments through September 30, 2002, were made under the original terms of each transaction and were recorded as prepayments. From February 3, 2002, the principal was adjusted by C.E.R. prevailing on December 31, 2004, and 2003, as the case may be.
 
  Deposits and other assets and liabilities: the C.E.R. was applied as of December 31, 2004 and 2003, respectively.
f)     Allowance for loan losses and provisions for commitments
These provisions have been calculated based on the estimated uncollectibility risk of the Bank’s credit portfolio. This results from evaluating the degree of the debtors’ compliance and the guarantees and
 
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collateral supporting the respective transactions under Central Bank Communiqué “A” 2,950, as supplemented.
In cases where loans with specifically allocated provisions are settled and the specific provisions that had been established in previous years are greater than what is deemed necessary, the excess is reversed and recorded in current year profit.
Recoveries on charged off loans are recorded directly to income.
The Bank also assesses the credit risk associated with off-balance sheet commitments and determines the appropriate amount of credit loss liability that should be recorded. The liability for off-balance sheet credit exposure related to commitments is included in “Provisions” in the accompanying Balance Sheet.
g) Other receivables and Other liabilities from financial intermediation
g.1)     Amounts receivable from spot and forward sales pending settlement:
As of December 31, 2004, and 2003, they were valued based on the prices agreed upon for each transaction, plus related premiums accrued as of each year-end.
g.2)     Securities and foreign currency to be delivered under spot and forward sales pending settlement:
As of December 31, 2004 and 2003, they were valued at the listed prices of the respective instruments as of such dates. Listed-price differences were allocated to the income (loss) for each year-end.
g.3)     Compensation Bonds to be received (Decree No. 905/02):
As of December 31, 2004, the Compensation Bonds to be received by the Bank have been booked under the “Other receivables from financial intermediation— Other receivables not covered by debtor classification regulations” account, and were valued at their nominal value, plus interest accrued according to the issuance conditions, translated into pesos as described in Note 3.3.a), pursuant to Central Bank Communiqué “A” 3,785.
h) Certificate of participation in the Suquía trust
As of December 31, 2004, and 2003, the certificate of participation in the Suquía trust was stated at (ii) the nominal value, (ii) plus interest accrued at year-end, in accordance with clause 19(1)4 of the Suquía trust agreement, (iii) net of the redemptions made by the Bank in its capacity as beneficiary of the certificate of participation, as established by clause 19(1)5 of the second amendment to the Suquía trust agreement.
As of December 31, 2004, and 2003, such certificate was recorded in the “Other receivables from financial intermediation— Other not covered by debtor classification standards” account since such certificate is not publicly offered. As explained in note 2.c), as of December 31, 2004, the Bank established an allowance for the total amount of the abovementioned asset.
i) Investments in other companies
They were valued at cost, restated as explained in note 3.2., which does not exceed the value determined by the equity method.
j) Bank premises and equipment and other assets
They were valued at acquisition cost, restated as explained in note 3.2., less the related accumulated depreciation calculated under the straight line method and based on the estimated months of their useful life.
 
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As of December 31, 2004, the Bank’s branch network includes certain branches that were located in properties leased to the Bank (some of which are renewable for periods between 2 and 6 years).
The estimated future lease payments in connection with these properties are as follows:
         
    In thousands
Fiscal year end   of Ps.
 
2005
    2,578  
2006
    2,027  
2007
    1,549  
2008
    771  
2009
    288  
2010 and after
    131  
       
Total
    7,344  
       
As of December 31, 2004 and 2003 rental expenses amounted to 4,807 and 4,529 respectively.
k)     Intangible assets
They were valued at acquisition cost, restated as explained in note 3.2., less the related accumulated depreciation calculated based on the estimated months of their useful life over five years using the straight line method.
l)     Government securities deposited
They were valued at each security listed price as of each years-end, plus the related accrued interest. Listed-price differences and interest accrued were charged in the income statement for each year-end. They are included in the “Certificates of deposits” account.
m)     Provisions for liabilities
They represent contingencies not booked in other accounts in relation with existing or potential claims, lawsuits and other proceedings, including those involving labor and other matters. The Bank accrues liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated.
n)     Severance pay
Severance pay is charged to income upon payment.
o)     Shareholders’ equity accounts
They are restated as explained in note 3.2., except for the “Capital Stock” account which has been maintained at original value. The adjustment resulting from its restatement as explained in note 3.2. is included in the “Adjustments to Shareholders’ Equity” account.
p)     Statement of Income Accounts
Accounts reflecting monetary transactions (financial income and expenses, service-charge income and service-charge expenses, administrative expenses, loan losses, etc.) which occurred during the fiscal year ended December 31, 2004, were computed at their historical value considering the monthly accrual; whereas for the fiscal years ended December 31, 2003, was restated as explained in note 3.2.
Accounts reflecting the effects on income of the sale, retirement or consumption of non-monetary assets were computed on the basis of the restated amounts of such assets which were restated as mentioned in note 3.2.
 
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The effect of inflation on the maintenance of monetary assets and liabilities through February 28, 2003, has been recognized in three accounts called “Monetary loss on financial intermediation”, “Monetary income on operating expenses” and “Monetary income on other operations”. These account include monetary transactions which were restated by applying adjustment coefficient to the historical amounts accrued on a monthly basis.
q)     Statement of cash flow
For the purpose of reporting cash flows, cash and cash equivalents include amounts set forth under “Cash” (“Cash on hand”, “Due from banks Correspondents” and “Others”). The statements of cash flows were prepared using the measurement methods prescribed by the Central Bank. Cash and cash equivalents represent instruments which are readily convertible to known amounts of cash and have original maturities of 90 days or less.
The Bank paid minimum presumed income tax of 3,440 and 2,056 for the years ended December 31, 2004 and 2003, respectively.
The Bank paid interest expense of 49,006 and 113,911 as of December 31, 2004 and 2003, respectively.
4. INCOME TAX AND MINIMUM PRESUMED INCOME TAX
The Bank calculates the income tax charge by applying the effective 35% rate to taxable income for the year, without giving effect to temporary differences between book and taxable income.
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; while the latter is levied on the taxable income for the year, minimum presumed income tax is a minimum levy assessment by applying the current 1% rate on the potential income of certain productive assets. Therefore, the Bank’s tax obligation for each year will be equal to the higher of these taxes. In the case of institutions governed by Financial Institutions Law, such 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 year, the excess may be credited as a payment towards 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 December 31, 2004 and 2003, the Bank did not accrue income tax because it carried a net operating loss as of those dates.
The accumulated minimum presumed income tax amounting to 10,129 as of December 31, 2004, was capitalized in the “Other receivables— Other” account. Pursuant to Central Bank Communiqué “A” 4,295, tax credits break down as follows:
                 
    Tax credit   Estimated year to
Year of origin   capitalized   use the tax credit
 
2002
    2,075       2009  
2003
    3,791       2009  
2004
    4,263       2009  
             
      10,129          
             
The Bank capitalized this amount, which is considered to be an asset because Management estimates it will be used within ten years, which is the period allowed by The Central Bank Communiqué “A” 4,295, as supplemented.
 
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5. DIFFERENCES BETWEEN CENTRAL BANK’s RULES AND PROFESSIONAL ACCOUNTING STANDARDS EFFECTIVE IN THE PROVINCE OF CORDOBA, ARGENTINA
On December 8, 2000, the Board of Governance of the F.A.C.P.C.E. approved Technical Resolutions Nos. 16, 17, 18.19, and 20 incorporating amendments to professional accounting valuation and disclosure standards. On February 28, 2002, the Professional Council in Economic Sciences of the Province of Córdoba approved such standards with certain amendments, which are mandatorily effective for the years beginning January 1, 2003, except for Technical Resolution No. 21, which is effective for the years beginning April 1, 2003.
As of the date of issuance of these financial statements, the Central Bank had not adopted all the valuation and disclosure changes required by professional accounting standards and their application to the financial statements of financial institutions is therefore not required. Therefore, the Bank did not quantify the net effects on the shareholders’ equity or the gain (loss) generated by all the differences between such accounting standards and those of the Central Bank.
Below are the main differences between professional accounting standards and Central Bank’s rules as of December 31, 2004, and 2003:
a.    Valuation aspects
1.     The Bank determines income tax by applying the effective rate to estimated taxable income without considering the effect of temporary differences between book and taxable income. In accordance with the professional accounting standards effective in the Province of Córdoba, income tax should be recognized by 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 periods in which such differences are reversed, considering the possibility of using net operating losses in the future.
2.     Holdings of Government Securities and credit assistance to the non-financial government sector are valued in accordance with rules and regulations issued by the Federal Government and the Central Bank. In particular, the Central Bank Communiqué “A” 3,911 as supplemented establishes present value criteria, applying regulated discount rates, for the valuation of unlisted government securities and certain receivables from the non-financial government sector, as explained in notes 3.3.b) and 3.3.c). Additionally, effective loan-loss provisioning regulations issued by the Central Bank establish that receivables from the non-financial 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 was as follows:
  i.     As disclosed in Notes 2.b.2), as of December 31, 2004 and 2003, the Bank booked in “Unlisted Government securities”, secured bonds under Decree No. 1,579/02, that were valued according Central Bank Communiqué “A” 3,911 as supplemented, for an amount of 289,430 and 270,254, respectively. In accordance with professional accounting standards, these assets should be stated at their market values.
 
  ii.     As disclosed in Notes 2.b.1), as of December 31, 2004 and 2003, the Federal Government Guaranteed Loans from the exchange established by Federal Executive Decree No. 1,387/01, are booked in the account “Loans— To the non-financial government sector” in the net aggregate amount of 229,360 and 217,891, respectively. In accordance with professional accounting standards, these assets should be stated at their market values.
 
  iii.     As explained in note 2.a.1), as of December 31, 2004, the Bank recorded in “Other receivables from financial intermediation— Other not covered by debtor classification stan-
 
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  dards” Federal Government Bonds to be received— BODEN 2007 and 2012— for the compensation established by Presidential Decree No. 905/02, which were stated at their face values in the amount of 347,694. In accordance with professional accounting standards, these assets should be stated at their market values.
b.    Disclosure aspects
1.     The Bank has not presented a statement of cash flows broken down by operating, investment and financing activities, and disclosing interest, dividends, and taxes for the amounts actually collected or paid.
2.     As of December 31, 2004, and 2003, the Bank did not disclose the information by segment in its statement of income.
6. RESTRICTED ASSETS
6.1.     On March 9, 2004, Nuevo Banco Suquía S.A. transferred secured bonds and guaranteed loans to the Central Bank to guarantee the advance for temporary illiquidity granted by the regulatory agency through Resolution No. 315/02, dated March 21, 2002. This guarantee replaces the one previously granted to the Central Bank by assigning the first pledge on the Class “A” certificate of participation in the Suquía trust, which is part of the Bank’s assets.
This change to the guarantee resulted from the Bank’s compliance with Central Bank Communiqué “A” 3,941 dated April 30, 2003.
As of December 31, 2004, the value of secured bonds and guaranteed loans involved amounted to 351,979. As of December 31, 2003, there was no such an amount.
On February 2, 2005, and under the framework of the call for bids for the early repayment of installments payable to the Central Bank, as provided for in Communiqués “A” 4,268 and “A” 4,282, the Bank made the early repayment of 164,709. On the same date, the Bank made the early repayment of the remaining additional outstanding balance of such loans of 99,755.
Notwithstanding the latter payment, the guarantee proportional thereto has not yet been released, whereas the guarantee for the portion repaid by the bidding process shall be kept over the original term of the loan.
6.2.     As of December 31, 2004 and 2003, the Bank kept the following assets as guarantee, which were recorded in the “Guarantee deposits” account in the “Other receivables—Other” item.
                 
Item   2004   2003
 
Credit card transactions
    5,313       9,721  
Other guarantee deposits
    1,636       1,394  
6.3.     As of December 31, 2004 and 2003, the Bank had booked under account “Other receivables from financial intermediation— Central Bank of Argentine Republic” 22,978 y 3,877, respectively, related to the amounts in the special guarantee accounts with the Central Bank for transactions related to the electronic clearing houses and similar ones.
6.4.     As of December 31, 2004 and 2003, the Bank had used the Class “A” certificate of participation in the Suquía trust as guarantee for the advance granted by the Central Bank to purchase “Government bonds 2005, 2007 and 2012,” which would be used for the deposit exchange option exercised by the holders of deposits at Nuevo Banco Suquía S.A. This guarantee covers principal, adjustments and interest up to the maximum amount of 178,056. The original value of the advance
 
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was 161,869, and the book-value as of December 31, 2004 y 2003, was 233,464 y 229,384, respectively.
7. BANK DEPOSITS GUARANTEE INSURANCE SYSTEM
Law No. 24,485, and 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, as a protection subsidiary and supplementary to the one offered by the system of bank deposit privileges and protection created by Financial Institutions Law. Such Law provided for the organization of the company “Seguro de Depósitos S.A.” (SEDESA) to manage the Deposit Guarantee Fund (F.G.D.). In August 1995, such company was organized.
This system shall cover the deposits in Argentine pesos and foreign currency opened in 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 issued rules excluding from the deposits guarantee system the deposits made by other financial institutions, those made by entities related to the Bank, deposits of securities, etc.
8. TRANSACTIONS WITH RELATED PARTIES
The amounts as of December 31, 2004, of the transactions with the parent company (Banco Macro Bansud S.A.) are as follows:
         
Item   2004
 
Assets
       
Cash— Due from banks and correspondents
    3  
Net income (loss)
       
Financial income— Interest on other receivables from financial intermediation
    7  
Financial expense— Other interest
    (4 )
9. STATUTORY OPERATING RATIOS
As of December 31, 2004, the Bank submitted to the Central Bank its monthly statutory operating ratios required by such regulatory agency. It did not comply with the credit risk diversification and global foreign currency position ratios, while it duly complied with the fixed assets and minimum capital ratios as of that date.
The shortage in the global foreign currency position results from holding BODEN 2012 to be received as compensation for the asymmetrical pesification and redeemed from the Suquía trust, which is a pervasive situation in the entire financial system. If these bonds are excluded from the position, there is no such non-compliance with this ratio. However, the Bank filed a note with the Central Bank regarding this situation. No reply has been received as of the date of these financial statements.
The shortage in the credit risk diversification ratio results from the redemptions of the certificates of participation in the Suquía trust, especially of federal government guaranteed loan certificates. The Bank believes that such requirement is not applicable because these loans are preexisting ones upon the creation of the trust and the organization of Nuevo Banco Suquía.
 
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10. RESTRICTION ON EARNINGS DISTRIBUTION
On June 2, 2004, the Central Bank issued Communiqué “A” 4,152, which amended Communiqué “A” 3,574 by allowing financial institutions to distribute earnings subject to prior authorization by the Argentine Regulatory Agency of Financial and Foreign Exchange Institution in compliance with the Communiqué “A” 4,152 abovementioned requirements.
 
The Bank may not distribute cash dividends, except insofar as the amount by which, after the appropriations required by the law and the Bank’s bylaws, earnings exceed the difference between the book value and listed price of the Federal Government Bonds to be received under Presidential Decree No. 905/02, Title VI, sections 28 and 29, which was 23,163 at December 31, 2004.
  Finally, as established in Central Bank Communiqué “A” 4,295, to determine the amounts to be distributed it will be necessary to deduct the assets booked for minimum presumed income credits from unappropriated retained earnings. Such balance amounts to 10,129 at December 31, 2004.
According to Law No. 25.063, the dividends distributed in cash or in kind exceeding taxable income accumulated as of the year-end immediately prior to the payment or distribution date will be subject to a 35% income tax withholding as a single and final payment. Income to be considered in each tax year will result from deducting the tax paid for the tax period(s) in which allocable income was generated or the related proportional amount from taxable income, and adding dividends or income from other corporations not computed upon determining such income in the same tax period(s).
11. BALANCES IN FOREIGN CURRENCY
The balances of assets and liabilities denominated in foreign currency are as follows:
                 
    As of December 31,
     
    2004   2003
 
ASSETS
Cash
    133,254       85,861  
Government and private securities
    7,770       721  
Loans
    36,186       11,909  
Other receivables from financial intermediation
    199,470       4,722  
Investments in other companies
    182        
Other receivables
    15       18  
Items pending allocation
          26  
             
Total
    376,877       103,257  
             
 
LIABILITIES
Deposits
    148,217       89,593  
Other liabilities from financial intermediations
    1,736       2,402  
Other liabilities
    70       493  
Items pending allocation
    48       172  
             
Total
    150,071       92,660  
             
12. INTEREST-BEARING DEPOSITS WITH OTHER BANKS
12.1.     Included in “Cash— Due from Banks and correspondents” there are: (a) interest-bearing deposits with the B.C.R.A. totaling 188,275 and 224,330 as of December 31, 2004 and 2003,
 
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respectively, and (b) interest bearing deposits in foreign banks totaling 13,772 and 11,151 as of December 31, 2004 and 2003, respectively.
The interest-bearing deposits with the B.C.R.A. yielded a nominal annual interest rate of 2,05% and 0,80% as of December 31, 2004 and 2003, respectively.
12.2.     Included in “Other Receivables from financial intermediation” there are other interest-bearing deposits with B.C.R.A. totaling 22,978 and 3,877 as of December 31, 2004 and 2003, respectively.
13. GOVERNMENT AND PRIVATE SECURITIES
                     
    As of December 31,
     
    2004   2003
 
GOVERNMENT SECURITIES
               
Holdings for trading or intermediation
               
 
Federal Government Bonds in Pesos at Libor, maturity 2008 (Boden 2008)
    1,123       7,088  
 
Federal Government Bonds in USD at LIBOR, maturity 2005 (Boden 2005)
    290       478  
 
Other
    2,106       756  
             
Subtotal holding for trading or intermediation
    3,519       8,322  
             
Unlisted government securities
               
 
Secured Bonds(1)
    289,430       270,254  
 
Tax Credit Certificates Decree 979/01
    9,302        
             
Subtotal unlisted government securities
    298,732       270,254  
             
Instruments issued by Central Bank
               
   
Unlisted Central Bank external bills (LEBAC)
    359,616       137,272  
             
Subtotal instruments issued by Central Bank
    359,616       137,272  
             
Total government securities
    661,867       415,848  
             
PRIVATE SECURITIES
               
Investments in listed private securities
               
   
Shares
    613       448  
   
Corporate bonds
    9,886        
   
Certificates of participation in financial trusts
    2,887       4,371  
             
Total private securities
    13,386       4,819  
             
Total government and private securities, before allowances
    675,253       420,667  
             
Allowances
    (2,471 )      
             
Total government and private securities
    672,782       420,667  
             
 
(1) As of December 31, 2004, these securities were disclosed as “Unlisted government securities” albeit listed, because they are valued under Central Bank Communiqué “A” 3911 as supplemented.
14. LOANS
Description of certain categories of loans in the accompanying Balance Sheets include:
  a.     Non-financial government sector: loans to the government sector, excluding government owned financial institutions;
 
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  b.     Financial sector: short-term loans to other banks and short-term loans from foreign branches to banks outside Argentina.
 
  c.     Non financial private sector and foreign residents: loans given to the private sector (excluding financial institutions) and residents outside Argentina.
The classification of the loan portfolio in this regard was as follows:
                 
    As of December 31,
     
    2004   2003
 
Non-financial government sector
    303,990       280,044  
Financial sector
    47,504        
Non-financial private sector and foreign residents
               
Commercial
               
—With Senior “A” guarantees
    4,613        
—With Senior “B” guarantees
    126,269       37,876  
—Without Senior guarantees
    207,631       58,793  
Consumer
               
—With Senior “A” guarantees
    6,581        
—With Senior “B” guarantees
    282,687       122,253  
—Without Senior guarantees
    145,772       146,849  
Less: Allowance
    (143,495 )     (31,606 )
             
Total loans, net of allowance
    981,552       614,209  
             
Senior “A” guarantees consist mainly of cash guarantees, gold guarantees, warrants over primary products and other forms of self-liquidating collateral.
Senior “B” guarantees generally consist of mortgages and other forms of collateral pledged to secure the loan amount.
“Without senior guarantees” consist, in general, of unsecured third-party guarantees.
A breakdown of total loans by sector activity classified according to the principal business of the borrowers is as follows:
                 
Economic Activity   2004   2003
 
Agricultural livestock— Forestry— Fishing— Minery— Hunting
    148,733       43,710  
Foodstuff and beverages
    59,987       15,958  
Mass productions of products
    106,577       36,822  
Electricity, oil, water
    4,167       3,642  
Construction
    55,526       27,391  
Retail and consumer products
    102,705       60,028  
Governmental services
    343,168       309,163  
Financial sector
    70,674       13,666  
Real estate, business and leases
    26,052       20,065  
Other services
    97,541       35,895  
Other
    109,917       79,475  
             
Total loans
    1,125,047       645,815  
Less: allowance
    (143,495 )     (31,606 )
             
Total loans, net of allowance
    981,552       614,209  
             
 
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15. ALLOWANCES FOR LOAN LOSSES AND OTHER RECEIVABLES FROM FINANCIAL INTERMEDIATION
The activity in the allowance for loan losses for the fiscal years presented is as follows under Central Bank rules:
                 
    As of December 31
     
    2004   2003
 
—Balance at the beginning of the fiscal year
    31,606       30,176  
—Provision for loan losses(1)(2)
    84,562       360  
—Allowances for loan losses redeemed from Suquía Trust
    376,605       2,730  
—Write offs
    (347,228 )     (975 )
—Recoveries(1)
    (2,050 )     (463 )
—Monetary gain generated on allowances
          (222 )
             
—Balance at the end of the fiscal year
    143,495       31,606  
             
The activity in the allowance for other receivables from financial intermediation for the fiscal years presented is as follows under Central Bank rules:
                 
    As of December 31
     
    2004   2003
 
—Balance at the beginning of the fiscal year
    18,300       13  
—Provision for loan losses(2)
    39,831        
—Allowances for loan losses redeemed from Suquía Trust
    64,081       18,356  
—Write offs
    (18,244 )     (20 )
—Recoveries
    (1,201 )     (49 )
             
—Balance at the end of the fiscal year
    102,767       18,300  
             
 
(1) As of December 31, 2004 and 2003 the amount of provision for loan losses disclosed in note 19, under US SEC Regulation S-X, includes above amounts (i) less recovered loans of 346 and 524, respectively, (ii) plus direct charges off of 289 and 440, respectively, and (iii) less/plus allowances recorded as of December 31, 2003 as contingent liabilities under Central Bank rules, but considered loan loss allowances under US G.A.A.P. of (35,321) and 35,321, respectively, which were reclassified by the bank as loan loss allowances during the fiscal year ended December 31, 2004.
 
(2) As of December 31, 2004 and 2003 the amount of provision for loan losses disclosed in the Statements of Income, under Central Bank rules, includes above amounts plus direct charges off of 289 and 440, respectively.
16. OTHER RECEIVABLES FROM FINANCIAL INTERMEDIATION
The breakdown of other banking receivables by guarantee type is as follows:
                 
    As of December 31,
     
Description   2004   2003
 
With preferred guarantees
    218,214        
Without preferred guarantees
    505,055       557,092  
Allowances
    (102,767 )     (18,300 )
             
Total
    620,502       538,792  
             
 
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As of December 31, 2004 and 2003, Other receivables by financial intermediation includes 34,752 and 512,920, respectively, for unlisted certificates of participation in financial trusts.
In addition, the Bank enters into forward transactions related to government securities and foreign currencies. The Bank recognizes cash, security or currency amount to be exchanged in the future as a receivable and payable at the original transaction date. The assets and liabilities related to such transactions are as follows:
                   
    As of
    December 31,
     
Description   2004   2003
 
Amounts receivable from spot and forward sales pending settlement
               
 
Receivables from repurchase agreements of government securities
    233,159        
             
      233,159        
             
Amounts payable for spot and forward purchases pending settlement
               
 
Payables for spot purchases of foreign currency pending settlement and forward purchases of foreign currency
    1        
             
      1        
             
Securities and foreign currency to be delivered under spot and forward sales pending settlement
               
 
Forward sales of government securities under repurchase agreements
    233,108        
             
      233,108        
             
These instruments consist of short term foreign currency forward purchase and sale contracts and securities repurchase agreements, whose valuation method is disclosed in note 3.3.g).
17. OTHER LIABILITIES FROM FINANCIAL INTERMEDIATION
The Bank borrowed funds under various credit facilities from the Central Bank for specific purposes, as follows:
                                 
    As of December, 31
     
    2004   2003
         
    Amount   Rate   Amount   Rate
 
Short-term liabilities
    84,282       2%-3,5% + CER       47,523       2%-3,5% + CER  
Long-term liabilities
    399,404       2%-3,5% + CER       459,141       2%-3,5% + CER  
                         
Total
    483,686               506,664          
                         
Accrued interest and adjustments on the above liabilities amounts to 83,535 and 73,756 as of December 31, 2004, and 2003, respectively, and is included in “Central Bank of Argentina— Other” under the “Other liabilities from financial intermediation” in the accompanying balance sheets.
18. MINIMUM CAPITAL REQUIREMENTS
Under Central Bank’s rules, the Bank is required to maintain minimum levels of equity capital (“minimum capital”). As of December 31, 2004 and 2003, the minimum capital is based upon risk-
 
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weighted assets and also considers interest rate risk and market risk. The required minimum capital and the Bank’s capital calculated under the Central Bank’s rules are as follows:
                         
    Required       Excess/(defect) of actual
    minimum   Computable   minimum capital over
    capital   capital   required minimum capital
 
December 31, 2004
    67,498       315,407       247,909  
December 31, 2003
    84,034       57,668       (26,366 )
19. INCOME STATEMENTS AND BALANCE SHEET
The presentation of financial statements under Central Bank’s rules differs significantly from the format required by the U.S. Securities and Exchange Commission (SEC) under Rules 9-03 and 9-04 of Regulation S-X (“Article 9”). The following financial statements were restated into constant pesos, as explained in note 3.2. These financial statements were prepared using the measurement methods provided by Central Bank, but under US SEC requirements:
 
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Statements of income   2004   2003
 
Interest and fees on loans
    109,049       89,704  
Interest on interest-bearing deposits with other banks
    1,931       2,824  
Interest on other receivables from financial intermediation
    21,672       109,697  
Interest on securities and foreign exchange purchased under resale agreements
    239        
Government securities and other trading gains, net
    37,300       8,964  
Foreign exchange, net
    19,274       13,651  
Other interest income
    1,279       3,346  
             
 
Total interest income
    190,744       228,186  
             
Interest on deposits
    39,482       102,165  
Interest on short-tern borrowings
    14,346       17,082  
Other interest expense
    58,547       22,002  
Monetary loss on financial intermediation
          508  
             
 
Total interest expense
    112,375       141,757  
             
 
Net interest income
    78,369       86,429  
             
Provision for loan losses, net
    (47,134 )     (35,134 )
             
 
Net interest income after provision for loan losses
    31,235       51,295  
             
Service charges on deposit accounts
    71,355       53,477  
Other commissions
    2,594       2,526  
Foreign currency exchange trading income
    4,934       3,452  
Income from long-term investments
          147  
Other
    18,476       14,232  
             
 
Total non-interest income
    97,359       73,834  
             
Commissions
    19,596       16,443  
Salaries and payroll taxes
    76,803       70,614  
Outside consultants and services
    1,474       1,068  
Depreciation of bank premises and equipment
    4,168       1,901  
Rent
    4,807       4,529  
Stationery and supplies
    1,831       1,878  
Electric power and communications
    5,567       5,469  
Advertising and publicity
    1,712       1,780  
Taxes
    3,770       3,580  
Management Fee
    669       268  
Insurance
    644       535  
Security services
    4,287       4,017  
Maintenance, conservation and repair expenses
    4,373       3,902  
Amortization of organization and development expenses
    340       1,643  
Provision for losses on other assets and other allowances, net
    55,648       2,568  
(Loss) from long-term investments
    74        
Other
    5,652       4,012  
Monetary loss on operating expense
          (15 )
Monetary loss on other operations
          (14 )
             
 
Total non-interest expense
    191,415       124,178  
             
(Loss)/ Income before income tax expense
    (62,821 )     951  
             
(Loss)/ Income tax expense
           
             
(Loss)/ Income from continuing operations
    (62,821 )     951  
             
Net (Loss)/ Income
    (62,821 )     951  
             
Central Bank ’s rules also require certain classifications of assets and liabilities, which are different from those required by Article 9. The following table discloses the Bank’s balance sheets as of
 
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December 31, 2004, and 2003, as if the Bank followed the balance sheet disclosure requirements under Article 9:
                     
    2004   2003
 
ASSETS
 
Cash and due from banks
    108,454       115,900  
 
Interest-bearing deposits in other banks
    225,025       239,358  
 
Securities purchased under resale agreements of similar arrangements
    233,159        
 
Trading account assets
    14,434       13,141  
 
Investment securities available for sale
    658,348       407,526  
 
Loans
    1,125,047       645,815  
 
Allowance for loan losses
    (143,495 )     (66,927 )
 
Premises and equipment
    72,063       70,515  
 
Due from customers on acceptances
    6,466       9,948  
 
Compensation to be received for the asymmetric pesification
    347,694        
 
Certificates of participation in Suquía Trust, net of allowances
          512,920  
 
Other assets, net of allowances
    186,225       202,018  
             
   
Total assets
    2,833,420       2,150,214  
             
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
Interest-bearing deposits
    1,150,192       1,050,816  
 
Non interest-bearing deposits
    393,518       290,941  
 
Securities sold under repurchase agreements
    233,108        
 
Other short-term borrowings
    154,517       47,240  
 
Long-term borrowings
    329,374       459,141  
 
Contingent liabilities
    16,996       2,581  
 
Other liabilities
    241,951       208,178  
 
Bank acceptances outstanding
    6,466       9,948  
             
   
Total liabilities
    2,526,122       2,068,845  
             
 
Common shares
    303,750       15,951  
 
Retained appropriated earnings
    13,264       13,078  
 
Retained unappropriated earnings
    (9,693 )     52,363  
 
Other shareholders’ equity
    (23 )     (23 )
             
   
Total shareholders’ equity
    307,298       81,369  
             
   
Total liabilities and shareholders’ equity
    2,833,420       2,150,214  
             
20. SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN CENTRAL BANK’S RULES AND UNITED STATES ACCOUNTING PRINCIPLES
The following is a description of the significant differences between Central Bank’s rules followed in the preparation of the Bank’s financial statements and those applicable in the United States under generally accepted accounting principles (“U.S. G.A.A.P.”). “SFAS” shall refer to Statements of Financial Accounting Standards.
20.1.    Income taxes
a)     As explained in note 4, Central Bank’s rules do not require the recognition of deferred tax assets and liabilities and, therefore, income tax is recognized on the basis of amounts due in accordance with Argentine tax regulations and no deferred tax and liabilities are recognized.
 
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For purposes of U.S. G.A.A.P. reporting, the Bank applies SFAS No. 109 “Accounting for income taxes”. Under this method, income tax is recognized based on the liability method whereby deferred tax assets and liabilities are recorded for temporary differences between the financial reporting and tax basis of assets and liabilities at each reporting date. SFAS No. 109 requires that an allowance for deferred tax assets be provided to the extent that it is more likely than not that they will not be realized, based on the weight of available evidence.
Deferred tax assets and liabilities are summarized as follows:
                     
    As of December 31,
     
Description   2004   2003
 
Deferred tax assets:
               
 
Governments and private securities valuation
    6,973       38,512  
 
Loans
    50,033       7,616  
 
Other liabilities
    2,191       1,810  
 
Allowance for loss contingencies
    5,949       13,266  
 
Tax loss carryforwards
    180,982       152,192  
             
   
Total deferred assets
    246,128       213,396  
             
Deferred tax liabilities:
               
 
Property, equipment and other assets
    (478 )     (633 )
 
Foreign exchange difference
    (978 )     (619 )
 
Other
    (44 )     (164 )
             
   
Total deferred liabilities
    (1,500 )     (1,416 )
             
Deferred tax asset
    244,628       211,980  
             
Allowance for deferred tax assets
    (134,856 )     (145,897 )
             
Net deferred tax assets under U.S. G.A.A.P. 
    109,772       66,083  
             
As of December 31, 2004, the tax loss carryforwards of 517,090 are as follows:
         
Expiration year   Amount
 
2007
    265,367  
2008
    169,466  
2009
    82,257  
       
      517,090  
       
The evolution of the net deferred tax assets during 2004 fiscal year is summarized as follows:
                 
    2004   2003
 
Net deferred tax assets (liabilities) at the beginning of the year
    66,083       (1,029 )
Amount recorded in comprehensive income
    (21,446 )     (5,018 )
Deferred tax benefit for the year
    65,135       72,130  
             
Net deferred tax assets at the end of year(1)
    109,772       66,083  
             
 
(1) This amount does not include the effect of push down adjustments (see note 20.6.).
 
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The following table accounts for the difference between the actual tax provision under Central Bank regulations and the total income tax expense in accordance with U.S. G.A.A.P.:
                 
    Year ended
    December 31,
Description    
    2004   2003
 
Income tax in accordance with Central Bank regulations
           
Deferred tax benefit (expense)
               
—Government and private securities
    (10,093 )     43,000  
—Loans
    42,417       6,453  
—Allowance for loss contingencies
    (7,317 )     13,008  
—Tax loss carryforwards
    28,790       59,314  
—Allowance for deferred tax assets
    11,041       (49,744 )
—Other, net
    297       99  
             
Total income tax benefit in accordance with U.S. G.A.A.P. 
    65,135       72,130  
             
b)     In addition, as explained in note 4, under BCRA’ rules, as of December 31, 2004 and 2003 the Bank has an asset of 10,129 and 6,140, respectively, for the credit for Tax on minimum presume income. As mentioned in note 4 to the financial statements, under Central Bank Rules, such credit is considered to be an asset because Management estimates it will be used within ten years, which is the period allowed by the Central Bank Communiqué “A” 4,295, as amended. In accordance with U.S. G.A.A.P., a 100% valuation allowance was recorded for such credit which was deemed to be more likely than not that it would not be recovered, as per paragraphs 17 (e) and 25 of SFAS 109.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 10,129 and 6,140 as of December 31, 2004 and 2003, each year.
On the other hand, loss for the year ended December 31, 2004 would increase by 3,989 and income for the year ended December 31, 2003 would decrease by 4,156.
20.2.    Exposure to the Argentine Public Sector and Private Securities
a)     Loans— Non-financial federal governmental sector
As mentioned in note 2.b)1) the Bank redeemed from the Suquía trust certain guaranteed loans, which were recorded in the “Loans— To the non-financial government sector” account totaling 229,360 and 217,891 in the financial statements as of December 31, 2004, and 2003, respectively.
According to Central Bank’s rules, such loans were valued by using the criteria described in note 3.3.c).
Under U.S. G.A.A.P., the difference between the cost of each guaranteed loan and its expected future cash flows is accounted for in accordance with PB 6— Amortization of Discounts on Acquired Loans. In 2005, the Bank will implement SOP 03-3— “Accounting for Certain Loans and Debt Securities Acquired in a Transfer”.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 99,945 and 100,125 as of December 31, 2004 and 2003, respectively.
On the other hand, loss for the year ended December 31, 2004 would decrease by 180 and income for the year ended December 31, 2003 would decrease by 100,125.
 
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b)     Bonds— Non-financial provincial government sector
As mentioned in note 2.b)2), on October 25, 2002, the Ministry of Economy issued Resolution No. 539/02 describing the mechanism to exchange eligible provincial debt provided in sections 1 and 12, Presidential Decree No. 1,579/02.
In prior years, the Bank received from the Suquía trust secured bonds (BOGAR) arising from the pesification of debts of the Provinces of Córdoba, Salta, Entre Ríos and Mendoza.
According to Central Bank’s rules, such bonds were valued by using the criteria described in note 3.3.b)2)i).
As of December 31, 2004, and 2003, these BOGAR are classified for U.S. G.A.A.P. purposes as available for sale securities and thus subject to the provisions of SFAS 115, carried at fair value with the unrealized gain or loss, net of income taxes, recognized as a charge or credit to equity through other comprehensive income. In connection with estimating the fair value of the BOGAR, the Bank used quoted market values.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 54,043 and 106,050 as of December 31, 2004 and 2003, respectively.
On the other hand, loss for the year ended December 31, 2004 would decrease by 20,947 and income for the year ended December 31, 2003 would decrease by 120,386.
The breakdown of unrealized gains within the shareholders’ equity accounts as of December 31, 2004, and 2003, is disclosed in note 20.15.
c)     Other Loans— Non-financial provincial government sector
As of December 31, 2004 and 2003, the Bank had other loans granted to the non-financial provincial government sector. In accordance with SFAS No. 114, as of December 31, 2004 and 2003, the Bank deemed these loans to be impaired and measured impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate, with a corresponding adjustment to bad-debt expense.
According to Central Bank’s rules, such bonds were valued by using the criteria described in note 3.3.c).
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 19,580 and 26,390 as of December 31, 2004 and 2003, respectively.
On the other hand, loss for the year ended December 31, 2004 would decrease by 6,810 and income for the year ended December 31, 2003 would decrease by 26,390.
d)     Compensatory Bonds to be received in connection with the compensation for the “asymmetric pesification”
As mentioned in note 2.a)1), under Law No. 25,561 and Presidential Decrees No. 905/02, the Federal Government established a compensation mechanism for financial institutions because of the negative financial effects resulting from the pesification of foreign currency-denominated loans and deposits into pesos at different exchange rates.
As of December 31, 2004, according to Central Bank’s rules, the compensations to be received were valued according to the criterion described in note 3.3.g)3).
Under U.S. G.A.A.P., these assets should be considered as “available for sale” and carried at fair value, with unrealized gains and losses reported net of income tax within the shareholders’ equity accounts.
 
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The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 23,163 as of December 31, 2004. Loss for the year ended December 31, 2004 would increase by 53,377.
The breakdown of unrealized gains within the shareholders’ equity accounts as of December 31, 2004, is disclosed in note 20.15.
e)     CER/ CVS compensation
As mentioned in note 2.a)2), Law No. 25,796 and Presidential Decree No. 117/2004 allowed for compensation to financial institutions of up to 2,800,000 to compensate fully, solely and definitively the effects caused by effective general rules, in cases where the CVS (salary variation coefficient) and C.E.R. became applicable to some assets and liabilities of the bank.. The Central Bank set forth the procedural rules to compensate each financial institution, following the criteria established by law.
Thus, as of December 31, 2003, the Bank recorded 18,105 (net of allowances) for the estimated amount of compensation to be received. During the year ended December 31, 2004, the Bank decided not to join the abovementioned compensation system. In consequence, the above mentioned compensation was charged off to income.
Under U.S. G.A.A.P., the right to obtain this compensation is deemed a contingent gain which can not be recognized until realized, pursuant to SFAS 5— Accounting for Contingencies.
In consequence, the effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 18,105 as of December 31, 2003.
On the other hand, loss for the year ended December 31, 2004 would decrease by 18,105 and income for the year ended December 31, 2003 would decrease by 18,105.
f)     Other unlisted government securities
As of December 31, 2004, the Bank had other unlisted government securities (excluding those unlisted government securities mentioned above). In accordance with Central Bank’s rules, these unlisted government securities were valued according to the criterion described in note 3.3.b)2)i).
According to U.S. G.A.A.P., these securities should be considered as “available for sale” and carried at fair value, with unrealized gains and losses reported as net of income tax within the shareholders’ equity accounts.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 6,511 as of December 31, 2004. Loss for the year ended December 31, 2004 would increase by 6,511.
The amortized cost and fair value of Government Securities available for sale as of December 31, 2004 and 2003, are as follows:
                         
        Gross    
    Amortized   unrealized    
    cost   gains   Fair value
 
2004
    846,715       75,610       922,325  
2003
    287,140       14,336       301,476  
The effects of adjustments required to state the amounts mentioned from a) through f) in accordance with U.S. G.A.A.P. do not include the effect of push down adjustments (see note 20.6.).
 
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20.3.    Loan origination fees
The Bank recognizes fees on consumer loans, such as credit cards, mortgage, pledged and personal loans stand by letters of credit and guarantees issued, when collected and charges direct origination costs when incurred. In accordance with U.S. G.A.A.P. under SFAS No. 91, loan origination fees and certain direct loan origination costs should be recognized over the life of the related loan as an adjustment of yield or by straight-line method, as appropriate.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would decrease assets by 2,508 and 501 as of December 31, 2004 and 2003, respectively. Loss for the year ended December 31, 2004 would increase by 2,007 and income for the year ended December 31, 2003 would decrease by 501.
20.4.    Allowance for loan losses
The loan loss reserve represents the estimate of probable losses in the loan portfolio. Determining the loan loss reserve requires significant management judgments and estimates including, among others, identifying impaired loans, determining customers’ ability to pay and estimating the fair value of underlying collateral or the expected future cash flows to be received. Actual events will likely differ from the estimates and assumptions used in determining the loan loss reserve. Additional loan loss reserve could be required in the future.
The loan loss reserve is maintained in accordance with Central Bank’s rules. This results from evaluating the degree of debtors’ compliance and the guarantees and collateral supporting the respective transactions.
Increases in the reserve are based on the deterioration of the quality of existing loans, while decreases in the reserve are based on regulations requiring the write-off of non-performing loans classified as “non-recoverable” after a certain period of time and on management’s decisions to write off non-performing loans evidencing a very low probability of recovery.
In addition, under Central Bank’s rules, the Bank records recoveries on previously charged-off loans directly to income and records the amount of charged-off loans in excess of amounts specifically allocated as a direct charge to the income of statement. The Bank does not partially charge off troubled loans until final disposition of the loan, rather, the allowance is maintained on a loan-by-loan basis for its estimated settlement value.
Under Central Bank rules, a minimum loan loss reserve is calculated primarily based upon the classification of commercial loan borrowers and upon delinquency aging (or the number of days the loan is past due) for consumer and housing loan borrowers. Although the Bank is required to follow the methodology and guidelines for determining the minimum loan loss reserve, as set forth by the Central Bank, the Bank is allowed to establish additional loan loss reserve.
For commercial loans, the Bank is required to classify all commercial loan borrowers. In order to classify them, the Bank must consider different parameters related to each of those customers. In addition, based on the overall risk of the portfolio, the Bank considers whether or not additional loan loss reserves in excess of the minimum required are warranted.
For consumer loan portfolio, the Bank classifies loans based upon delinquency aging, consistent with the requirements of the Central Bank. Minimum loss percentages required by the Central Bank are also applied to the totals in each loan classification.
Under U.S. G.A.A.P., a portion of the total allowance typically consists of general amounts that are used, for example, to cover loans that are analyzed on a “pool” basis and to supplement specific allowances in recognition of the uncertainties inherent in point estimates.
 
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The Bank’s accounting for its loan loss reserve under Central Bank rules differs in some respects with practices of U.S.-based banks, as discussed below.
a)     Recoveries and charge-offs
Under Central Bank rules, recoveries are recorded in a separate income line item under other income. Charge-offs are recorded directly as loan loss provision in the income statement. Under US GAAP, recoveries and charge-offs would be recorded in the allowance for loan losses in the balance sheet; however there would not impact on net income or shareholders’ equity.
b)     Credit Card Loans
The Bank establishes its reserve for credit card loans based on the past due status of the loan. All loans without preferred guaranties greater than 180 days have been reserved at 50% in accordance with the Central Bank’s rules.
Under U.S. G.A.A.P., the bank adopted a policy to charge off loans which are 180 days past due should be charged off.
Had U.S. G.A.A.P. been applied, the Bank’s assets would have decrease by 138 and 532 as of December 31, 2004 and 2003, respectively. In addition, loss for the year ended December 31, 2004 would be decrease by 394. Income for the year ended December 31, 2003 would be increase by 3,507.
c)     Impaired loans— Non Financial Private Sector and residents abroad
SFAS No. 114, “Accounting by Creditors for Impairment of a Loan”, and SFAS No. 118, “Accounting by Creditors for Impairment of a Loan— Income Recognition and Disclosures”, are used for computing U.S. G.A.A.P. adjustments. SFAS No. 114, as amended by SFAS No. 118, require a creditor to measure impairment of a loan based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. This Statement is applicable to all loans (including those restructured in a troubled debt restructuring involving amendment of terms), except large groups of smaller-balance homogenous loans that are collectively evaluated for impairment. Loans are considered impaired when, based on Management’s evaluation, a borrower will not be able to fulfill its obligation under the original loan terms.
There are no adjustments related to impaired loans as of and for the years ended December 31, 2004 and 2003.
d)     Interest recognition— non-accrual loans
The method applied to recognize income on loans is described in Note 3.3.d). Additionally, the accrual of interest is discontinued generally when the related loan is non performing and the collection of interest and principal is in doubt generally after 90 days of being past due. Accrued interest remains on the Banks books and is considered a part of the loan balance when determining the reserve for credit losses.
Under U.S. G.A.A.P. the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due or Management has serious doubts about further collectibility of principal or interest, even though the loan currently is performing. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for credit losses.
Had U.S. G.A.A.P. been applied, the Bank’s assets would have decrease by 2,403 and 789 as of December 31, 2004 and 2003, respectively. In addition, loss for the year ended December 31, 2004 would be increase by 1,614. Income for the year ended December 31, 2003 would be decrease by 789.
 
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20.5.    Certificate of participation in Suquía Trust
As a result of the organization of Nuevo Banco Suquía S.A. as further described in Note 1.a), the new bank, in its capacity as beneficiary, the former Banco Suquía S.A., in its capacity as trustor, and Banco de la Nación Argentina, in its capacity as trustee, signed the Suquía trust agreement, whereby the so called “excluded” assets from the suspended bank were assigned thereto for Banco de la Nación Argentina to have the fiduciary ownership of, manage and realize the respective assets. In consideration thereof, privileged Class “A” and subordinated Class “B” certificates of participation were issued.
The Class “A” certificate of participation was issued for a value equal to the nominal value of the liabilities assumed by the new bank, plus those arising subsequently from legal decisions resulting in an increase to the deposits transferred, plus accrued interest (at the rate applied by the Central Bank for rediscounts or the rate equal to C.E.R. for that month, plus a nominal 5% rate p.a., whichever higher). The Class “A” certificate of participation was entirely held by Nuevo Banco Suquía S.A., which amounted to 25,551 and 512,920 as of December 31, 2004, and 2003, respectively. Full allowances were set up for these amounts as of December 31, 2004.
As explained in note 3.3.h), under Central Bank’s Rules, the certificate of participation in the Suquía trust was stated at (i) the nominal value (ii) plus interest accrued at year-end, in accordance with clause 19(1)4 of the Suquía trust agreement, (iii) net of the redemptions made by the Bank in its capacity as beneficiary of the certificate of participation, as established by clause 19(1)5 of the second amendment to the Suquía trust agreement. As of the date of the organization of Nuevo Banco Suquía S.A., the nominal value of this certificate approximated fair value and was equal to the fair value of liabilities assumed by the new bank.
Under US G.A.A.P., Nuevo Banco Suquía S.A. was deemed to have been acquired by the new shareholder and therefore the transaction was accounted for under SFAS 141, which requires the assets received (certificates A) and liabilities assumed (deposits) to be recognized at their fair values at the date of the incorporation. Redemptions should be recognized at the fair values of the assets received as of the date of each redemption. Certificate A of Suquía Trust is accounted for as a loan and is reviewed for impairment at each balance sheet date.
Under US G.A.A.P., the Suquía Trust is considered a related party.
Under FIN 46(R), “Consolidation of Variable Interest Entities”, Suquía Trust is considered a variable interest entity. In accordance with paragraph 14 of FIN 46(R), Nuevo Banco Suquía S.A. was not the primary beneficiary and, therefore, consolidation of the trust was not appropriate. As of December 31, 2004, Certificate A of Suquía Trust has been fully reserved.
The effect of the adjustments required to state such amounts in accordance with U.S. G.A.A.P., would be to decrease assets by 60,890 as of December 31, 2003, with no effect as of December 31, 2004.
On the other hand, loss for the year ended December 31, 2004 would decrease by 60,890 and income for the year ended December 31, 2003 would decrease by 59,375.
20.6.    Business combination— push down accounting
As a result of the acquisition of Nuevo Banco Suquía S.A. by Banco Macro Bansud S.A. as further described in Note 1.b), in accordance with SAB 54, the Bank has applied push down accounting as of December 22, 2004 and for the period from that date to December 31, 2004.
Push down accounting is the basis of accounting which reflects the parent company’s cost in the separate financial statements of the purchased subsidiary and therefore any difference between the purchase price and the net U.S. G.A.A.P. book value of the acquiree is pushed down to the financial statements of the subsidiary. The application of push down accounting results in a new basis of
 
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accounting for the “successor” period beginning December 23, 2004. Information related to all “predecessor” periods prior to the acquisition is accounted for using the historical basis of accounting.
The effect of these adjustments is summarized as follows:
         
Increase in fair value of guaranteed loans
    95,742  
Deferred income taxes
    25,351  
Core deposits intangibles
    46,783  
Write down of non-current assets
    (94,075 )
Decrease in other liabilities from financial transactions
    41,107  
       
Total increase in net assets
    114,908  
       
As a result of these adjustments, the equity of Nuevo Banco Suquía S.A. was increased by 114,908 as of December 31, 2004. The effect of push down adjustments in the income statement for the period from December 22 to December 31, 2004 was not material.
20.7.    Intangible assets
Under U.S. G.A.A.P. SOP 98-1, defines three stages for the costs of computer software developed or obtained for internal use: the preliminary project stage, the application development stage and the post-implementation operation stage. Only certain costs in the second stage should be capitalized. Under Central Bank’s rules, the Bank capitalized costs relating to all three of the stages of software development.
The effects of adjustments required to state such amounts in accordance with U.S. G.A.A.P. would be to decrease assets by 608 and 632 as of December 31, 2004 and 2003, respectively. In addition loss for the year ended December 31, 2004 would decrease by 24 and income for the year ended December 31, 2003 would increase by 833. These amounts do not include the effect of push down adjustments (see note 20.6.).
20.8.    Vacation accrual
The cost of vacations earned by employees is generally recorded by the Bank when paid. U.S. G.A.A.P. requires that this expense be recorded on an accrual basis as the vacations are earned.
Had U.S. G.A.A.P. been applied, the Bank’s shareholders’ equity would be decreased by 6,232 and 5,172 as of December 31, 2004 and 2003, respectively. In addition, loss for the year ended December 31, 2004 would increase by 1,060 and income for the year ended December 31, 2003 would decrease by 1,388.
20.9.    Capital Stock
Central Bank Rules allow recognition of capital contributions into financial institutions on condition that:
Such contributions have been approved by the Shareholders’ Meeting.
 
At least 25% of the subscribed capital has been paid in, as provided in the Argentine Business Associations Law.
If not all subscribed capital is paid in, the remaining balance is booked in assets in the account “Other receivables— Shareholders”. As of December 31, 2003, the capital contributions to the Bank that remained to be paid in totaled 11,250, which the shareholders paid in full during the fiscal year ended December 31, 2004.
Under US GAAP, only shareholders’ contributions actually paid in can be considered capital.
 
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The effect of the adjustments required to state such amounts in accordance with US GAAP would decrease assets by 11,250 as of December 31, 2003, with no effect on income.
20.10.    Reporting on Comprehensive Income (loss)
SFAS No. 130 “Reporting on Comprehensive Income” requires entities to report a measure of all changes in equity of an enterprise that result from transactions and other economic events of the period other than transactions with owners (“comprehensive income”). Comprehensive income (loss) is the total of net income (loss) and all other non-owner changes in equity.
This statement requires that comprehensive income (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements with an aggregate amount of comprehensive income (loss) reported in that same financial statement. The adoption of this accounting disclosure is shown in notes 20.15. In the Bank’s case, comprehensive income is affected by unrealized gains and losses of available for sale securities, net of income taxes.
20.11.    Restatement of financial statements in constant pesos
Pursuant to Central Bank Rules, the Bank’s financial statements recognize the effects of inflation as described in note 3.2.
As allowed by the SEC, as the Banking financial statements are restated applying a methodology that comprehensively addresses the accounting for inflation, the effects of general price-level changes recognized in the Bank’s financial statements do not need to be eliminated in reconciling to U.S. G.A.A.P.
20.12. Accounting for derivative instruments and hedging activities
SFAS No. 133 “Accounting for derivatives instruments and hedging activities” establishes accounting and reporting standards for derivative instruments, including certain ones embedded in other contracts (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available for sale security, or a foreign currency denominated forecasted transaction.
Among other provisions, SFAS No. 133 requires that for a transaction to qualify for special hedge accounting treatment the transaction must meet specific test of effectiveness that will reduce the volatility in the income statement to the extent that the hedge is effective and all hedge ineffectiveness is required to be reported currently in computing of net income. SFAS No. 133 further requires the identification of assets, liabilities or anticipated transactions being hedged and periodic revaluation of such hedged positions to reflect the changes in market value of risk being hedged. SFAS No. 133 further expands the definition of derivatives to include certain contacts or provisions commonly embedded in contracts or financial instruments and requires that such derivatives be reported at fair value. The Bank had no such embedded derivatives.
The Bank had no derivative transactions in 2004 and 2003.
20.13. Accounting for guarantees
The Bank issues financial guarantees, which are obligations to pay to a third party when a customer fails to repay its obligation. The Bank charges a fee for issuance of these guarantees, which is which is deferred and recognized as income over the period of the guarantee.
 
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Under Central Bank rules, guarantees issued are recognized as liabilities when it is probable that the obligation undertaken by the guarantor will be performed.
Under U.S. G.A.A.P., SFAS interpretation No 45 “Guarantor’s accounting and disclosure requirements for guarantees, including indirect guarantees of indebtedness or others” requires that at inception of a guarantee, a guarantor recognize a liability for the fair value of the obligation undertaken in issuing the guarantee. Such liability at inception is deemed to be the fee received by the Bank with and offsetting entry equal to the consideration received. Subsequent reduction of liability is based on an amortization method as the Bank is decreasing its risk.
Had U.S. G.A.A.P. applied, no differences would have existed in the Bank records. Additionally, the Bank recognizes the maximum potential amount of future payments in Memorandum accounts.
20.14. Set forth below are the significant adjustments to net (loss)/ income and shareholders’ equity which would be required if U.S. G.A.A.P. instead of Central Bank’s rules had been applied:
                           
    Increase/(decrease)
     
    Net (loss)/income
    years ended December 31,
     
    Ref.   2004   2003
 
Net (loss)/ income in accordance with Central Bank’s rules
            (62,821 )     951  
 
Deferred taxes
    20.1.a)       65,135       72,130  
 
Tax on minimum presumed income
    20.1.b)       (3,989 )     (4,156 )
 
Loans— Non financial federal government sector
    20.2.a)       180       (100,125 )
 
Bonds— Non financial provincial government sector
    20.2.b)       20,947       (120,386 )
 
Other loans— Non financial provincial government sector
    20.2.c)       6,810       (26,390 )
 
Compensatory Bonds
    20.2.d)       (53,377 )      
 
CER/ CVS compensation
    20.2.e)       18,105       (18,105 )
 
Other unlisted government securities
    20.2. f)       (6,511 )      
 
Loan origination fees
    20.3       (2,007 )     (501 )
 
Credit card loans
    20.4.b)       394       3,507  
 
Interest recognition— non-accrual loans
    20.4.d)       (1,614 )     (789 )
 
Certificate of participation in Suquía Trust
    20.5       60,890       (59,375 )
 
Intangible assets
    20.7       24       833  
 
Vacation accrual
    20.8       (1,060 )     (1,388 )
                   
Net income/(loss) in accordance with U.S. G.A.A.P.(1)
            41,106       (253,794 )
                   
 
(1) The breakdown of net income for the year ended December 31, 2004 is as follows (see note 20.6.):
         
—Income from January 1st to December 22, 2004 (pre acquisition):
    42,205  
—Loss from December 23 to December 31, 2004 (post acquisition):
    (1,099 )
       
Total
    41,106  
       
 
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    2004   2003
 
Comprehensive income/(loss)
               
 
Net income/ (loss) in accordance with U.S. G.A.A.P. 
    41,106       (253,794 )
 
Other comprehensive income, net of tax
    39,828       9,318  
             
Total comprehensive income/ (loss), net in accordance with U.S. G.A.A.P.(2)
    80,934       (244,476 )
             
 
(2) The breakdown of comprehensive income for the year ended December 31, 2004 is as follows (see note 20.6.):
         
—Comprehensive income from January 1st to December 22, 2004 (pre acquisition):
    79,373  
—Comprehensive income from December 23 to December 31, 2004 (post acquisition):
    1,561  
       
Total
    80,934  
       
                           
    Increase/ (decrease)
     
    Shareholders’ equity at
    December 31,
     
    Ref.   2004   2003
 
Shareholders’s equity in accordance with Central Bank’s rules
            307,298       81,369  
 
Deferred taxes
    20.1.a)       109,772       66,083  
 
Tax on minimum presumed income
    20.1.b)       (10,129 )     (6,140 )
 
Loans— Non financial federal government sector
    20.2.a)       (99,945 )     (100,125 )
 
Bonds— Non financial provincial government sector
    20.2.b)       (54,043 )     (106,050 )
 
Other loans— Non financial provincial government sector
    20.2. c)       (19,580 )     (26,390 )
 
Compensatory Bonds
    20.2.d)       (23,163 )      
 
CER/ CVS compensation
    20.2.e)             (18,105 )
 
Other unlisted government securities
    20.2. f)       (6,511 )      
 
Loan origination fees
    20.3       (2,508 )     (501 )
 
Credit card loans
    20.4.b)       (138 )     (532 )
 
Interest recognition— non-accrual loans
    20.4.d)       (2,403 )     (789 )
 
Certificate of participation in Suquía Trust
    20.5             (60,890 )
 
Business combination— push down accounting
    20.6       114,908        
 
Intangible assets
    20.7       (608 )     (632 )
 
Vacation accrual
    20.8       (6,232 )     (5,172 )
 
Capital Stock
    20.9             (11,250 )
                   
Shareholders’ equity in accordance with U.S. G.A.A.P. (*)
            306,718       (189,124 )
                   
 
(*) Includes the effects of other comprehensive income.
 
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The following table shows the activity of the Shareholders’ equity for the year ended December 31, 2004, in accordance with U.S. G.A.A.P.:
                 
        Increase/
    Ref.   (decrease)
 
Shareholders’ equity as of December 31, 2003
            (189,124 )
Capital stock paid-in
    20.9       11,250  
Total comprehensive income from January 1st to December 22, 2004 (pre acquisition)
            79,373  
Push down accounting effect on Shareholders’ equity
    20.6       114,908  
             
Shareholders’ equity as of December 22, 2004
            16,407  
             
Capital stock paid-in
            288,750  
Total comprehensive income from December 23 to December 31, 2004 (post acquisition)
            1,561  
             
Shareholders’ equity as of December 31, 2004
            306,718  
             
20.15. Set forth below are the accumulated other comprehensive income balances for unrealized gains on securities, as of December 31, 2004 and 2003— net of related income tax effects:
                 
    Year ended   Year ended
    December 31,   December 31,
    2004   2003
 
Beginning Balance
    9,318        
Current-fiscal year change
    61,274       14,336  
Tax effects
    (21,446 )     (5,018 )
             
Ending balance(1)
    49,146       9,318  
             
 
(1) The breakdown of accumulated other comprehensive income for the year ended December 31, 2004 is as follows (see note 20.6.):
         
—Other comprehensive income before December 22, 2004 (pre acquisition):
    46,486  
—Other comprehensive income from December 23 to December 31, 2004 (post acquisition):
    2,660  
       
Total
    49,146  
       
20.16. Statement of Cash flows
According to SFAS 95 “Statement of Cash Flows”, a statement of cash flows for a period shall report net cash provided or used by operating, investing, and financing activities and the net effect of those flows on cash and cash equivalents during the period in a manner that reconciles beginning and ending cash and cash equivalents. Central Bank’s rules classify cash flows as operating activities and other.
 
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The statement of cash flows under Central Bank’s rules differs from the statement of cash flows under U.S. G.A.A.P. in the following aspects:
The Bank’s transactions that did not provide an actual movement of funds in each year (non cash transactions) were eliminated from the respective cash changes. The following are the main non cash transactions, based on their book values under Central Bank’s rules:
During 2004 and 2003, the Bank received securities, loans portfolio, compensation to be received from the asymmetric pesification and other assets in redemption of the certificates of participation in Suquía Trust for 514,505 and 783,745, respectively.
 
At December 31, 2004 the Bank exchanged provincial public debt into Secured Bond due in 2018. The loans and securities exchanged had a net book value of 11,250.
 
At December 31, 2004 the Bank entered into unsettled spot and repurchase contracts to buy or sell foreign currencies, listed Government and other securities at future dates, exchanging non cash assets or liabilities for other non cash assets or liabilities with a net book value of 233,050.
The statement of cash flow under U.S. G.A.A.P. is shown below:
                   
    Year ended
    December 31,
     
    2004   2003
 
Cash provided by (used in) operating activities
               
 
Interest received on loans and investments
    175,612       193,642  
 
Fees and commissions received
    93,732       68,402  
 
Other sources of cash
    7,961       10,542  
 
Increase in other assets
    5,171        
 
Less:
               
 
Interest paid
    (97,277 )     (217,721 )
 
Fees and commissions paid
    (28,160 )     (16,175 )
 
Cash paid to suppliers and employees
    (110,306 )     (113,115 )
 
Decrease in other assets
          (3,039 )
             
 
Net cash provided by (used in) operating activities
    46,733       (77,464 )
             
Plus:
               
Cash used in investing activities
               
Purchases of trading and investment securities
    (243,977 )     (153,006 )
Proceeds from sales of trading and investment securities
    29,833       8,197  
Increase in loans, net
    (309,876 )     (36,305 )
Increase in other receivables from financial intermediation, net
    (72,881 )     (28,303 )
Purchases of bank premises and equipment and other assets
    (1,785 )     (1,404 )
Proceeds from sales of bank premises and equipment and other assets
    8,382       220  
             
 
Net cash used in investing activities
    (590,304 )     (210,601 )
             
Plus:
               
Cash provided by financing activities
               
Capital Increase
    300,000        
Increase in deposits, net
    215,500       387,983  
Repayment of long-term liabilities from financial intermediation
    (29,700 )      
Increase/ (decrease) in short-term liabilities, net
    16,891       (5,506 )
             
 
Net cash provided by financing activities
    502,691       382,477  
             
Monetary loss generated on cash and due from banks
          (2,065 )
             
 
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    Year ended
    December 31,
     
    2004   2003
 
(Decrease) increase in cash and cash equivalents
    (40,880 )     92,347  
Cash at the beginning of fiscal year
    351,381       259,034  
             
Cash at the end of the fiscal year
    310,501       351,381  
             
Set forth below is the reconciliation of net income as per Central Bank’s rules to net cash flows from operating activities, as required by SFAS 95 “Statement of Cash Flows”:
                   
    Year ended
    December 31,
     
    2004   2003
 
Net (loss)/gain for the fiscal year
    (62,821 )     951  
Adjustments to reconcile net income to net cash from operating activities:
               
 
Amortization and depreciation
    63,385       58,802  
 
Provision for loan losses and special reserves, net of reversals
    98,958       38,226  
 
Net income from government and private securities
    (16,939 )     (100,429 )
 
Foreign exchange differences
    (20,111 )     (13,651 )
 
Monetary loss generated on cash and due from banks
          (2,065 )
 
Net (increase) in interest receivable and payable and other accrued income
and expenses
    (20,984 )     (56,112 )
 
Increase/(decrease) in other assets
    5,171       (3,039 )
 
Other
    74       (147 )
             
Net cash provided by (used in) operating activities
    46,733       (77,464 )
             
20.17. Forward transactions pending settlement
The Bank enters into forward pending settlement for trading purposes.
Under Central Bank’s rules for such forward transactions, the Bank recognizes both a receivable and a payable upon the agreement, which reflect the amount of cash, currency or securities to be exchanged at the closing date. The receivable or payable representing the receipt or delivery of securities or currency is stated at market value.
Under U.S. G.A.A.P., accounting for forward contracts are governed by SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This standard requires that such derivatives be accounted for at fair value. The Bank does not apply hedge accounting.
Had U.S. G.A.A.P. applied, no differences would have existed.
20.18. Items in process of collection
The Bank does not give accounting recognition to checks drawn against the Bank or other Banks or other items to be collected, until such time as the related item clears or is accepted. Such items are recorded by the Bank in Memorandum accounts. U.S. banks, however, account for such items through balance sheet clearing accounts at the time the items are presented for collection.
Had U.S. G.A.A.P. been applied, the Bank’s assets and liabilities would increase by approximately 147,214 and 142,561 as of December 31, 2004 and 2003, respectively.
 
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20.19. Acceptances
Foreign trade acceptances are not recorded on the balance sheet by the Bank. In accordance with Regulation S-X, acceptances and related customer liabilities should be recorded on the balance sheet. Adjustment required to state balance sheets in accordance with Regulation S-X would be to increase assets (due from customers on acceptances) and increase liabilities (bank acceptances outstanding) by 6,466 and 9,948 as of December 31, 2004 and 2003, respectively.
20.20. New accounting pronouncements (U.S. G.A.A.P.)
Exchanges of non-monetary assets:
In December 2004, the FASB issued Statement 153 Exchanges of non-monetary assets that replaces the exception from fair value measurement in APB Opinion No. 29 Accounting for Non-monetary Transactions, for non-monetary exchanges of similar productive assets with a general exception from fair value measurement for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. In the opinion of the Bank’s Management the adoption of this rule does not have an impact on net income and shareholders’ equity. The Bank does not expect this statement to have a material effect on its financial statements.
Accounting for Certain Loans or Debt Securities Acquired in a Transfer
In 2003, the AICPA issued Statement of Position 03-3 “Accounting for Certain Loans or Debt Securities Acquired in a Transfer” that addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities acquired in a transfer if those differences are attributable, at least in part, to credit quality. Includes loans acquired in purchase business combinations, but does not apply to loans originated by the entity. It limits the yield that may be accreted to the excess of the investor’s estimate of undiscounted expected principal, interest, and other cash flows over the investor’s initial investment in the loan and requires that the non-accretable difference not be recognized as an adjustment of yield, loss accrual, or valuation allowance. Displaying accretable yield and non- accretable difference in the balance sheet is prohibited. Subsequent increases in cash flows expected to be collected generally should be recognized prospectively through adjustment of the loan’s yield over its remaining life and decreases should be recognized as impairment.
This Statement of Position prohibits “carrying over” or creation of valuation allowances in the initial accounting of all loans acquired in the purchase of an individual loan, a pool of loans, a group of loans, and loans acquired in a purchase business combination.
SOP 03-3 is effective for loans acquired in fiscal years beginning after December 15, 2004. The implementation of this SOP had not a material effect on the Bank’s financial statements.
Accounting Changes and Error Corrections
On May 2005, the FASB issued Statement 154 that replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement. When a pronouncement includes specific transition provisions, those provisions should be followed. The changes require retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period specific effects of an accounting change on one or more individual prior periods presented, this
 
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Statement requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, this Statement requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable. The retrospective application of a change in accounting principle should be limited to the direct effects of the change. Indirect effects of a change should be recognized in the period of the accounting change. SFAS 154 also requires that a change in depreciation, amortization, or depletion method for long-lived, non-financial assets be accounted for as a change in accounting estimate affected by a change in accounting principles. The Board decided that the provisions of this Statement should be effective for accounting changes made in fiscal years beginning after December 15, 2005. The Bank does not expect this statement to have a material effect on its financial statements.
 
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(MACRO MAP GRAPHIC)
 


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(BANCO MACRO BANSUD)
 
      Until             (25 days after the effective date), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Such delivery obligation may be satisfied by filing the prospectus with the Securities and Exchange Commission.
 


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PART II
 
Information not required in the prospectus
ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
Neither the laws of Argentina nor the Registrant’s bylaws or other constitutive documents provide for indemnification of directors or officers. The Registrant does not maintain liability insurance and has not entered into indemnity agreements which would insure or indemnify its directors or officers in any manner against liability which he or she may incur in his or her capacity as such.
ITEM 7.     RECENT SALES OF UNREGISTERED SECURITIES
None.
ITEM 8.     EXHIBITS
(a) The following documents are filed as part of this Registration Statement:
         
  1 .1*   Form of International Underwriting Agreement.
 
  3 .1   Amended and Restated Bylaws of the Registrant.
 
  4 .1*   Form of Deposit Agreement among the registrant, The Bank of New York, as depositary, and the holders from time to time of American depositary shares issued thereunder, including the form of American depositary receipts.
 
  4 .2*   Form of Standby Purchase Agreement.
 
  5 .1   Form of Opinion of Bruchou, Fernández Madero, Lombardi & Mitrani Abogados, Argentine legal counsel of the Registrant, as to the validity of the Class B shares.
 
  8 .1*   Form of Opinion of Shearman & Sterling LLP, as to U.S. tax matters.
 
  8 .2*   Form of Opinion of Bruchou, Fernández Madero, Lombardi & Mitrani Abogados, as to Argentine tax matters.
 
  21 .1*   List of subsidiaries.
 
  23 .1   Consent of Pistrelli, Henry Martin y Asociados S.R.L.
 
  23 .2*   Consent of Bruchou, Fernández Madero, Lombardi & Mitrani Abogados, Argentine legal counsel of the Registrant (included in Exhibits 5.1 and 8.2).
 
  23 .3*   Consent of Shearman & Sterling LLP, U.S. legal counsel of the Registrant (included in Exhibit 8.1).
 
  24 .1*   Powers of Attorney (included on signature page to the Registration Statement).
 
*     Previously filed.
(b) Financial Statement Schedules
None.
 
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PART II
 
ITEM 9.     UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 of this Registration Statement, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted against the registrant by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby also undertakes that:
  1. For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement at the time it was declared effective.
 
  2. For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
  3. For the purposes of Item 512(F) of Regulation S-K, the undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
 
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buenos Aires, Argentina, on March 20, 2006.
  BANCO MACRO BANSUD S.A.
  By:  /s/ Jorge Horacio Brito
 
 
  Name: Jorge Horacio Brito
  Title:   Chief Executive Officer
  By:  /s/ Delfín Jorge Ezequiel Carballo
 
 
  Name: Delfín Jorge Ezequiel Carballo
  Title: Chief Financial Officer
 
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Power of attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jorge Horacio Brito, Delfín Jorge Ezequiel Carballo, Roberto Julio Eilbaum, and each of them, individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 20, 2006 in the capacities indicated:
         
    Title
Name    
 
 
/s/ Jorge Horacio Brito

Jorge Horacio Brito
  Chairman and Chief Executive Officer
 
/s/ Delfín Jorge Ezequiel Carballo

Delfín Jorge Ezequiel Carballo
  Vice Chairman and Chief Financial Officer
 


Fernando Andrés Sansuste
  Director
 
*

Juan Pablo Brito Devoto
  Director and Chief Accounting Officer
 
*

Jorge Pablo Brito
  Director
 
*

Luis Carlos Cerolini
  Director
 
/s/ Roberto Julio Eilbaum

Roberto Julio Eilbaum
  Director
 
*

Alejandro Macfarlane
  Director
 
*

Carlos Enrique Videla
  Director
 
Puglisi & Associates   Authorized Representative in the United States
 
*

Donald J. Puglisi
Authorized Signatory
   
 
*By:   /s/ Roberto Julio Eilbaum

Attorney-in-fact
   
 
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EXHIBITS INDEX
         
  1 .1*   Form of International Underwriting Agreement.
 
  3 .1   Amended and Restated Bylaws of the Registrant.
 
  4 .1*   Form of Deposit Agreement among the registrant, The Bank of New York, as depositary, and the holders from time to time of American depositary shares issued thereunder, including the form of American depositary receipts.
 
  4 .2*   Form of Standby Purchase Agreement.
 
  5 .1   Form of Opinion of Bruchou, Fernández Madero, Lombardi & Mitrani Abogados, Argentine legal counsel of the Registrant, as to the validity of the Class B shares.
 
  8 .1*   Form of Opinion of Shearman & Sterling LLP, as to U.S. tax matters.
 
  8 .2*   Form of Opinion of Bruchou, Fernández Madero, Lombardi & Mitrani Abogados, as to Argentine tax matters.
 
  21 .1*   List of subsidiaries.
 
  23 .1   Consent of Pistrelli, Henry Martin y Asociados S.R.L.
 
  23 .2*   Consent of Bruchou, Fernández Madero, Lombardi & Mitrani Abogados, Argentine legal counsel of the Registrant (included in Exhibits 5.1 and 8.2).
 
  23 .3*   Consent of Counsel of Shearman & Sterling LLP, U.S. legal counsel of the Registrant (included in Exhibit 8.1).
 
  24 .1*   Powers of Attorney (included on signature page to the Registration Statement).
 
*     Previously filed