20-F
AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2007
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20F
(Mark One)
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o |
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Registration Statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 |
or
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þ |
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Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2006 |
or
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o |
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
or
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Shell Company Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number 0-30852
GRUPO FINANCIERO GALICIA S.A.
(Exact name of Registrant as specified in its charter)
GALICIA FINANCIAL GROUP
(Translation of Registrants name into English)
REPUBLIC OF ARGENTINA
(Jurisdiction of incorporation or organization)
Grupo Financiero Galicia S.A.
Tte. Gral. Juan D. Perón 456
C1038 AAJ-Buenos Aires, Argentina
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Class B Ordinary Shares, Ps.1.00 par value, ten shares of which are represented by
American Depositary Shares
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report:
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Class A Ordinary Shares, Ps.1.00 par value
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281,221,650 |
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Class B Ordinary Shares, Ps.1.00 par value
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960,185,367 |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes o No þ
If this report is an annual or transition report, indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and larger accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark which financial statement item the registrant has elected to follow. Item 17
o Item 18 þ
If this is an annual report, indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
TABLE OF CONTENTS
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(i)
TABLE OF CONTENTS
(Continued)
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(ii)
PRESENTATION OF FINANCIAL INFORMATION
Our consolidated financial statements consolidate the accounts of Grupo Financiero Galicia
S.A. and its subsidiaries. Therefore, our consolidated financial statements include our accounts
and the accounts of:
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Sudamericana Holding S.A., or Sudamericana, and its subsidiaries; |
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Galicia Warrants S.A.; |
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Net Investment S.A. and its subsidiaries; |
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Galval Agente de Valores S.A.; and |
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Banco de Galicia y Buenos Aires S.A., its wholly-owned subsidiary,
Banco Galicia Uruguay S.A., which we refer to as Galicia Uruguay,
and its subsidiaries and other subsidiaries and affiliated companies
required to be consolidated under Argentine Banking GAAP, which we
refer to collectively as the Bank or Banco Galicia. |
In this annual report, references to we, our, and us are to Grupo Financiero Galicia
S.A. and its consolidated subsidiaries. References to Grupo Financiero Galicia are on a
non-consolidated basis.
We were formed on September 14, 1999, as a financial services holding company to hold all of
the shares of the capital stock of Banco Galicia held by members of the Escasany, Ayerza and Braun
families. Our most significant asset is our ownership in Banco Galicia. As of December 31, 2004,
our ownership interest in Banco Galicia was 93.59% and, as of December 31, 2005, and December 31,
2006, our ownership interest was 93.60%.
We maintain our financial books and records in Argentine pesos and prepare our financial
statements to conform to the accounting rules of the Argentine Central Bank, which prescribes the
generally accepted accounting principles for all financial institutions in Argentina. This annual
report refers to those accounting principles as Argentine Banking GAAP. Argentine Banking GAAP
differs in certain relevant respects from generally accepted accounting principles in Argentina,
which we refer to as Argentine GAAP. Argentine Banking GAAP also differs in certain significant
respects from generally accepted accounting principles in the United States, which we refer to as
U.S. GAAP. See Item 5. Operating and Financial Review and ProspectsItem 5A. Operating
ResultsU.S. GAAP and Argentine Banking GAAP Reconciliation and note 38 to our consolidated
audited financial statements included in this annual report for a description of the principal
differences between Argentine GAAP and Argentine Banking GAAP and note 39 to our financial
statements for reconciliation of the principal differences between Argentine Banking GAAP and U.S.
GAAP for the periods up to December 31, 2006. A reconciliation to U.S. GAAP of our net income and
total shareholders equity is presented for the three fiscal years ended December 31, 2006.
In this annual report, references to US$, U.S. dollars, and dollars are to United States
dollars and references to Ps. or pesos are to Argentine pesos. Argentine Central Bank
Communiqué A 3671, dated July 25, 2002, required that the published reference exchange rate of
the Argentine Central Bank be used by banks to value all foreign currency accounts. Unless stated
otherwise, in this annual report, references to the exchange rate since that time are to the
reference exchange rate published by the Argentine Central Bank.
The exchange rates used in the December 31, 2006, December 31, 2005 and December 31, 2004
consolidated financial statements were Ps.3.0695, Ps.3.0315 and Ps.2.9738 per US$ 1.00,
respectively, as quoted by the Argentine Central Bank.
Argentina experienced a high rate of inflation in 2002. Therefore, on July 17, 2002, through
Decree No. 1269/02, the Argentine Government reestablished the practice of restating
financial information to account for inflation for periods beginning on or after January 1, 2002.
This was regulated by Communiqué A 3702 of the Argentine Central Bank, Resolution No.
415/02 of the National Securities Commission, which we refer to as the CNV. Starting on
January 1, 2002, we began to adjust our financial statements for inflation based on changes in the
wholesale price index (which we refer to as the WPI) published by the National Institute of
Statistics and Census, or INDEC. Through Decree No. 664/03, Argentine Central Banks
Communiqué A 3921 and Resolution No. 441/03 of the CNV, dated April 8, 2003, the
Government eliminated the requirement that financial statements be prepared in constant currency,
effective for financial periods ending on or after March 1, 2003.
Accordingly, information included in this annual report as of and for the three fiscal years
ended December 31, 2006 does not include any effect of inflation accounting. Information included
in this annual report as of and for the fiscal year ended December 31, 2003 includes the effects of
inflation accounting through February 28, 2003, with the WPI having increased 0.87% between January
1, 2003 and February 28, 2003. Information included in this annual report as of and for the fiscal
year ended December 31, 2002 includes the effects of inflation, with the WPI having increased
118.44% between January 1, 2002 and December 31, 2002, and was restated in constant currency of
February 2003 by applying the 0.87% increase in the WPI between January 1, 2003 and February 28,
2003. The information included in this annual report as of and for periods prior to January 1, 2002
has been restated in constant pesos as of February 28, 2003 by applying the approximately 120.35%
increase in the WPI for the period from January 1, 2002 to February 28, 2003.
Throughout this annual report, asymmetric pesification refers to the compulsory conversion
in January 2002 of most dollar-denominated assets and certain liabilities of Argentine financial
institutions into peso-denominated assets and liabilities at different exchange rates. In addition,
Compensatory Bond and Hedge Bond refer to the bonds that the Government has issued to the Bank
(as well as to other financial institutions), as compensation for the negative effects on its
financial condition as a result of the asymmetric pesification. This is more fully described in
Item 4. Information on the CompanyGovernment RegulationMain Regulatory Changes since 2002.
Unless otherwise indicated, we have derived all deposit and loan market shares and other
financial industry information from information published by the Argentine Central Bank.
We have expressed all amounts in millions of pesos, except percentages, ratios, multiples and
per-share data.
This annual report contains forward-looking statements that involve substantial risks and
uncertainties, including, in particular, statements about our plans, strategies and prospects under
the captions Item 4. Information on the CompanyCapital Investments and Divestitures, Item 5.
Operating and Financial Review and ProspectsItem 5A. Operating ResultsMain Trends and Item 5.
Operating and Financial Review and ProspectsItem 5B. Liquidity and Capital Resources. All
statements other than statements of historical facts contained in this annual report (including
statements regarding our future financial position, business strategy, budgets, projected costs and
managements plans and objectives for future operations) are forward-looking statements. In
addition, forward-looking statements generally can be identified by the use of such words as may,
will, expect, intend, estimate, anticipate, believe or continue or similar
terminology. Although we believe that the expectations reflected in these forward-looking
statements are reasonable, we do not provide any assurance with respect to these statements.
Because these statements are subject to risks and uncertainties, actual results may differ
materially and adversely from those expressed or implied by such forward-looking statements.
Factors that could cause actual results to differ materially and adversely include but are not
limited to:
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changes in general economic, business, political, legal, social or other conditions
in Argentina or elsewhere in Latin America; |
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changes in capital markets in general that may affect policies or attitudes toward
lending to Argentina or Argentine companies; |
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our inability to obtain additional debt or equity financing on attractive conditions
or at all, which may limit our ability to fund existing operations and to finance new
activities; and |
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the other factors discussed under Item 3. Key InformationRisk Factors in this
annual report. |
You should not place undue reliance on forward-looking statements, which speak only as of the
date that they were made. Moreover, you should consider these cautionary statements in connection
with any written or oral forward-looking statements that we may issue in the future. We do not
undertake any obligation to release publicly
any revisions to forward-looking statements after completion of this annual report to reflect
later events or circumstances or to reflect the occurrence of unanticipated events.
In light of the risks and uncertainties described above, the forward-looking events and
circumstances discussed in this annual report might not occur and are not guarantees of future
performance.
-2-
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
Selected Financial Data
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The following table presents summary historical financial and other information about us as
of the dates and for the periods indicated. |
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The financial statements for the fiscal years ended December 31, 2004, December 31, 2005
and December 31, 2006 do not include any effect for inflation accounting. The financial
statements for the fiscal year ended December 31, 2003 include the effects of inflation
accounting through February 28, 2003. The financial statements as of and for the fiscal year
ended December 31, 2002, and the financial data for prior periods have been restated in
constant pesos of February 28, 2003. |
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The selected consolidated financial information as of December 31, 2006 and December 31,
2005, and for the fiscal years ended December 31, 2006, 2005 and 2004 has been derived from
our audited consolidated financial statements included in this annual report. |
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The selected consolidated financial information as of December 31, 2003 and 2002 has been
derived from our audited consolidated financial statements not included in this annual report. |
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We prepare our financial statements in accordance with Argentine Banking GAAP, which
differs from Argentine GAAP and U.S. GAAP. Our audited consolidated financial statements
contain a description of the principal differences between Argentine GAAP and Argentine
Banking GAAP and a reconciliation to U.S. GAAP of our shareholders equity as of December 31,
2006 and December 31, 2005, and our net income for the three years ended December 31, 2006.
See notes 38 and 39 to our audited consolidated financial statements included in this annual
report. |
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You should read this data in conjunction with Item 5. Operating and Financial Review and
Prospects and our audited consolidated financial statements. |
-3-
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Fiscal Year Ended December 31, |
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2006 |
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2006 |
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2005 |
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2004 |
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2003 |
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2002 |
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(in millions |
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of February |
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(in millions |
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28, 2003, |
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of U.S. |
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constant |
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dollars, |
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pesos, |
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except as |
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except as |
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noted)( 1 ) |
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(in millions of pesos, except as noted)(1) |
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noted)(1) |
Consolidated Income Statement in Accordance with Argentine Banking GAAP |
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Financial Income |
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733.0 |
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2,249.8 |
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2,398.6 |
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1,391.6 |
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1,452.1 |
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5,757.3 |
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Financial Expenses |
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609.7 |
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1,871.6 |
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1,845.9 |
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1,167.4 |
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1,304.8 |
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4,560.4 |
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Net Financial Income (2) |
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123.3 |
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378.2 |
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552.7 |
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224.2 |
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147.3 |
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1,196.9 |
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Provision for Losses on Loans and Other Receivables |
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36.1 |
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110.9 |
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76.7 |
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190.2 |
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286.4 |
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1,648.6 |
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Income / (Loss) before Taxes |
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24.5 |
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75.3 |
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126.5 |
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(66.1 |
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(221.6 |
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(2,812.9 |
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Income Tax |
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(30.7 |
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(94.2 |
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(19.3 |
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(43.8 |
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(0.6 |
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(66.4 |
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Net Income / (Loss) before the Absorption |
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(6.2 |
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(18.9 |
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107.2 |
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(109.9 |
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(222.2 |
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(2,879.3 |
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Absorption Approved in the Annual Shareholders Meeting |
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1,370.0 |
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Net Income / (Loss) after the Absorption |
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(6.2 |
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(18.9 |
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107.2 |
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(109.9 |
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(222.2 |
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(1,509.3 |
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Net Income / (Loss) after the Absorption per Share (in Pesos) (*) |
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(0.015 |
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0.086 |
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(0.093 |
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(0.203 |
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(1.382 |
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Cash Dividends per Share (in Pesos) |
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Book Value per Share (in Pesos) |
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1.296 |
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1.310 |
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1.224 |
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1.299 |
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1.465 |
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Stock Dividends per Share (in Pesos) |
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Amounts in Accordance with U.S. GAAP |
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Net Income / (Loss) |
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1,148.4 |
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3,524.9 |
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731.0 |
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(1.1 |
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731.3 |
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422.5 |
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Adjusted Net Income (Loss) per Share (in Pesos) |
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2.841 |
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0.589 |
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(0.001 |
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0.669 |
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0.386 |
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Book Value / (Deficit) per Share (in Pesos) |
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0.117 |
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(1.714 |
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(2.574 |
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4.077 |
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(4.964 |
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Financial Income |
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1,771.1 |
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5,436.3 |
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2,958.7 |
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1,448.7 |
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2,752.0 |
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2,613.1 |
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Financial Expenses |
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600.6 |
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1,843.6 |
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1,845.9 |
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1,167.4 |
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1,502.9 |
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4,560.4 |
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Net Financial Income / (Loss) |
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1,170.5 |
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3,592.7 |
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1,112.8 |
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281.3 |
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1,249.1 |
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(1,947.3 |
) |
Provision for Losses on Loans and Other Receivables |
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52.2 |
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160.3 |
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113.5 |
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210.0 |
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274.6 |
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928.8 |
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Income Tax |
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(90.3 |
) |
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(277.1 |
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19.3 |
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35.4 |
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(38.4 |
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66.5 |
|
Consolidated Balance Sheet in Accordance with Argentine Banking GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Due from Banks |
|
|
747.6 |
|
|
|
2,294.8 |
|
|
|
1,041.2 |
|
|
|
988.7 |
|
|
|
826.2 |
|
|
|
576.8 |
|
Government Securities, Net |
|
|
1,038.7 |
|
|
|
3,188.3 |
|
|
|
5,967.4 |
|
|
|
5,518.0 |
|
|
|
6,407.1 |
|
|
|
1,786.5 |
|
Loans, Net |
|
|
3,425.5 |
|
|
|
10,514.6 |
|
|
|
10,555.2 |
|
|
|
8,438.2 |
|
|
|
7,506.5 |
|
|
|
10,682.1 |
|
Total Assets |
|
|
7,699.7 |
|
|
|
23,634.2 |
|
|
|
25,635.7 |
|
|
|
23,650.6 |
|
|
|
22,822.9 |
|
|
|
23,864.1 |
|
Deposits |
|
|
3,511.8 |
|
|
|
10,779.4 |
|
|
|
8,421.7 |
|
|
|
6,756.9 |
|
|
|
5,584.0 |
|
|
|
5,209.4 |
|
Other Funds (3) |
|
|
3,663.9 |
|
|
|
11,246.3 |
|
|
|
15,587.2 |
|
|
|
15,374.2 |
|
|
|
15,819.5 |
|
|
|
17,053.9 |
|
Total Shareholders Equity |
|
|
524.0 |
|
|
|
1,608.5 |
|
|
|
1,626.8 |
|
|
|
1,519.5 |
|
|
|
1,419.4 |
|
|
|
1,600.8 |
|
Average Total Assets (4) |
|
|
8,019.1 |
|
|
|
24,614.5 |
|
|
|
24,238.1 |
|
|
|
22,725.9 |
|
|
|
22,530.3 |
|
|
|
29,500.9 |
|
Percentage of Period-end Balance Sheet Items
Denominated in Dollars: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, Net of Allowances |
|
|
16.68 |
|
|
|
16.68 |
|
|
|
9.84 |
|
|
|
10.43 |
|
|
|
9.36 |
|
|
|
9.11 |
|
Total Assets |
|
|
28.91 |
|
|
|
28.91 |
|
|
|
26.55 |
|
|
|
32.92 |
|
|
|
36.39 |
|
|
|
43.20 |
|
Deposits |
|
|
14.13 |
|
|
|
14.13 |
|
|
|
15.55 |
|
|
|
20.89 |
|
|
|
29.67 |
|
|
|
40.08 |
|
Total Liabilities |
|
|
30.39 |
|
|
|
30.39 |
|
|
|
25.81 |
|
|
|
29.57 |
|
|
|
36.87 |
|
|
|
43.98 |
|
Amounts in Accordance with U.S. GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading Securities |
|
|
67.8 |
|
|
|
208.2 |
|
|
|
790.0 |
|
|
|
564.7 |
|
|
|
328.8 |
|
|
|
35.5 |
|
Available-for-Sale Securities |
|
|
1,698.8 |
|
|
|
5,214.6 |
|
|
|
5,350.3 |
|
|
|
3,923.1 |
|
|
|
3,727.9 |
|
|
|
1,380.6 |
|
Total Assets |
|
|
7,859.8 |
|
|
|
24,125.8 |
|
|
|
19,949.3 |
|
|
|
17,007.3 |
|
|
|
14,835.2 |
|
|
|
14,821.9 |
|
Total Liabilities |
|
|
7812.3 |
|
|
|
23,980.0 |
|
|
|
22,077.6 |
|
|
|
20,203.0 |
|
|
|
19,288.5 |
|
|
|
20,244.2 |
|
Shareholders Equity (Deficit) |
|
|
47.5 |
|
|
|
145.8 |
|
|
|
(2,128.3 |
) |
|
|
(3,195.7 |
) |
|
|
(4,453.3 |
) |
|
|
(5,422.3 |
) |
|
-4-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, |
|
|
2006 |
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 28, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003, constant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pesos, except |
|
|
(in millions of pesos, except as noted)(1) |
|
as noted)(1) |
Selected Ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios in Accordance with Argentine Banking GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profitability and Efficiency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Yield on Interest Earning Assets (5) |
|
|
1.21 |
% |
|
|
2.38 |
% |
|
|
1.02 |
% |
|
|
0.89 |
% |
|
|
3.66 |
% |
Financial Margin (6) |
|
|
1.74 |
|
|
|
2.53 |
|
|
|
1.08 |
|
|
|
0.71 |
|
|
|
4.44 |
|
Return on Average Assets (7) |
|
|
0.0004 |
|
|
|
0.59 |
|
|
|
(0.42 |
) |
|
|
(0.95 |
) |
|
|
(6.04 |
) |
Return on Average Shareholders Equity (8) |
|
|
(1.15 |
) |
|
|
6.83 |
|
|
|
(7.32 |
) |
|
|
(14.53 |
) |
|
|
(62.06 |
) |
Net Income from Services as a Percentage of Operating Income
(9) |
|
|
63.99 |
|
|
|
48.65 |
|
|
|
66.06 |
|
|
|
73.08 |
|
|
|
24.95 |
|
Efficiency ratio (10) |
|
|
92.80 |
|
|
|
72.56 |
|
|
|
94.46 |
|
|
|
113.91 |
|
|
|
61.58 |
|
Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders Equity as a Percentage of Total Assets |
|
|
6.81 |
% |
|
|
6.35 |
% |
|
|
6.42 |
% |
|
|
6.22 |
% |
|
|
6.71 |
% |
Total Liabilities as a Multiple of Shareholders Equity |
|
|
13.69 |
x |
|
|
14.76 |
x |
|
|
14.56 |
x |
|
|
15.08 |
x |
|
|
13.91 |
x |
Total Capital Ratio (11) |
|
|
15.03 |
% |
|
|
20.78 |
% |
|
|
25.11 |
% |
|
|
|
|
|
|
|
|
Liquidity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Due from Banks as a Percentage of Total Deposits |
|
|
21.29 |
% |
|
|
12.36 |
% |
|
|
14.63 |
% |
|
|
14.80 |
% |
|
|
11.07 |
% |
Loans, Net as a Percentage of Total Assets |
|
|
44.49 |
|
|
|
41.17 |
|
|
|
35.68 |
|
|
|
32.89 |
|
|
|
44.76 |
|
Credit Quality |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Past Due Loans (12) as a Percentage of Total Loans |
|
|
2.38 |
% |
|
|
2.34 |
% |
|
|
4.97 |
% |
|
|
11.70 |
% |
|
|
9.93 |
% |
Non-Accrual Loans (13) as a Percentage of Total Loans |
|
|
2.59 |
|
|
|
3.50 |
|
|
|
7.74 |
|
|
|
15.04 |
|
|
|
13.08 |
|
Allowance for Loan Losses as a Percentage of Non-accrual
Loans(13) |
|
|
117.16 |
|
|
|
111.90 |
|
|
|
90.51 |
|
|
|
90.61 |
|
|
|
104.45 |
|
Net Charge-Offs (14) as a Percentage of Average Loans |
|
|
1.42 |
|
|
|
1.49 |
|
|
|
3.77 |
|
|
|
1.98 |
|
|
|
1.89 |
|
Ratios in Accordance with U.S. GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders Equity (deficit) as a Percentage of Total Assets |
|
|
0.60 |
% |
|
|
(10.67 |
)% |
|
|
(18.79 |
)% |
|
|
(30.02 |
)% |
|
|
(36.58 |
)% |
Total Liabilities as a Multiple of Total Shareholders Equity |
|
|
164.46x |
|
|
|
(10.37 |
)x |
|
|
(6.32 |
)x |
|
|
(4.33 |
)x |
|
|
(3.73 |
)x |
Liquidity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, Net as a Percentage of Total Assets |
|
|
40.05 |
% |
|
|
50.15 |
% |
|
|
43.91 |
% |
|
|
43.32 |
% |
|
|
55.03 |
% |
Credit Quality |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Loan Losses as a Percentage of Non-Accrual Loans |
|
|
168.58 |
% |
|
|
139.49 |
% |
|
|
84.75 |
% |
|
|
85.98 |
% |
|
|
101.48 |
% |
Inflation and Exchange Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflation (Deflation) (15) (16) |
|
|
7.01 |
% |
|
|
10.69 |
% |
|
|
7.84 |
% |
|
|
2.03 |
% |
|
|
118.44 |
% |
Currency Devaluation Rate (16) (%) |
|
|
1.25 |
|
|
|
1.94 |
|
|
|
1.39 |
|
|
|
(12.79 |
) |
|
|
236.30 |
|
CER (17) |
|
|
10.08 |
|
|
|
11.75 |
|
|
|
5.48 |
|
|
|
3.66 |
|
|
|
40.53 |
|
CVS (18) |
|
|
|
|
|
|
|
|
|
|
5.32 |
|
|
|
15.85 |
|
|
|
0.83 |
|
|
-5-
|
|
|
(*) |
|
Before the loss absorption mechanism established by Argentine Central Bank Communiqué A 3800,
net loss per share for fiscal year 2002 was Ps.(2.636). |
|
(1) |
|
The exchange rate used to convert the December 31, 2006 amounts into U.S. dollars was Ps.3.0695
per US$ 1.00. All amounts are stated in millions of pesos, except inflation, percentages, ratios,
multiples and per-share data. |
|
(2) |
|
Net financial income represents mainly income from interest on loans and other receivables
resulting from financial brokerage plus net income from government and corporate debt securities,
including gains and losses, less interest on deposits and other liabilities from financial
intermediation and monetary loss from financial brokerage. It also includes the CER adjustment. |
|
(3) |
|
Includes mainly liabilities with the Argentine Central Bank, other banks and international
entities. |
|
(4) |
|
The average balances of assets and liabilities, including the related interest receivable and
payable are calculated on a daily basis for Banco Galicia and for Galicia Uruguay, as well as for
Tarjetas Regionales S.A consolidated with its operating subsidiaries, and on a monthly basis for Grupo
Financiero Galicia and our non-banking subsidiaries. |
|
(5) |
|
Net interest earned divided by interest-earning assets. For a description of net interest earned,
see Item 4. Information on the CompanySelected Statistical InformationInterest-Earning AssetsNet
Yield on Interest-Earning Assets. |
|
(6) |
|
Financial margin represents net financial income divided by average interest-earning assets. |
|
(7) |
|
Net income excluding minority interest (plus unrealized valuation difference for fiscal year 2002)
as a percentage of average total assets. Before the loss absorption mechanism allowed by Argentine
Central Bank Communiqué A 3800, this ratio was (10.68)% for fiscal year 2002. |
|
(8) |
|
Net income (plus unrealized valuation difference for fiscal year 2002) as a percentage of average
shareholders equity. Before the loss absorption mechanism allowed by Argentine Central Bank
Communiqué A 3800, this ratio was (118.40) % for fiscal year 2002. |
|
(9) |
|
Operating income is defined as net financial income plus net income from services (plus monetary
loss from financial intermediation plus the unrealized valuation difference for fiscal year 2002).
Excluding from the calculation the unrealized valuation difference (in accordance with Argentine
Central Bank Communiqué A 3703), this ratio was 278.90% for fiscal year 2002. |
|
(10) |
|
Administrative expenses (net of the monetary gain (loss) from operating expenses for fiscal year
2002) as a percentage of operating income as defined above. Excluding from the calculation the
unrealized valuation difference (in accordance with Argentine Central Bank Communiqué A 3703), this
ratio was 688.34% for fiscal year 2002. |
|
(11) |
|
Compliance with the capital adequacy rules of the Argentine Central Bank was suspended during
2002 and 2003 (including December 31, 2002, and December 31, 2003). See Item 4.Information on the
CompanySelected Statistical InformationRegulatory Capital. |
|
(12) |
|
Past-due loans consist of amounts of entire loan principal and interest receivable for those
loans for which either the principal or any interest payment is 91 days or more past due. |
|
(13) |
|
Non-Accrual loans are defined as those loans falling into the following categories under the
Argentine Central Banks classification system: (a) consumer: defective fulfillment, difficulty in
recovery, uncollectible or uncollectible for technical reasons and (b) commercial: with problems, high
risk of insolvency, uncollectible or uncollectible for technical reasons. |
|
(14) |
|
Charge-offs plus direct charge-offs minus bad debts recovered. |
|
(15) |
|
As measured by changes in the WPI in Argentina. |
|
(16) |
|
Source: INDEC. |
|
(17) |
|
The CER is the Coeficiente de Estabilización de Referencia, an adjustment coefficient based
on changes in the consumer price index, which became effective February 3, 2002. See Item 4.
Information on the CompanyGovernment RegulationMain Regulatory Changes since 2002. |
|
(18) |
|
The CVS is the Coeficiente de Variación Salarial, an adjustment coefficient based on the
variation of salaries, which was effective between October 1, 2002 and March 31, 2004. See Item 4.
Information on the CompanyGovernment RegulationMain Regulatory Changes since 2002. The percentage
disclosed for FY 2004 corresponds to the variation between January 1, 2004 and March 31, 2004. |
Exchange Rate Information
The following table sets forth the annual high, low, average and period-end exchange rates for
U.S. dollars for the periods indicated, expressed in pesos per dollar and not adjusted for
inflation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange Rate (1) |
|
|
High |
|
Low |
|
Average (2) |
|
Period-End |
|
|
(in pesos per US dollar) |
2001 |
|
|
1.0000 |
|
|
|
1.0000 |
|
|
|
1.0000 |
(3) |
|
|
1.0000 |
|
2002 |
|
|
3.9000 |
|
|
|
1.0000 |
|
|
|
3.0724 |
(3) |
|
|
3.3630 |
|
2003 |
|
|
3.3625 |
|
|
|
2.7485 |
|
|
|
2.9491 |
(3) |
|
|
2.9330 |
|
2004 |
|
|
3.0718 |
|
|
|
2.8037 |
|
|
|
2.9415 |
(3) |
|
|
2.9738 |
|
2005 |
|
|
3.0523 |
|
|
|
2.8592 |
|
|
|
2.9233 |
(3) |
|
|
3.0315 |
|
2006 |
|
|
3.1072 |
|
|
|
3.0305 |
|
|
|
3.0740 |
(3) |
|
|
3.0695 |
|
December 2006 |
|
|
3.0792 |
|
|
|
3.0492 |
|
|
|
3.0603 |
|
|
|
3.0695 |
|
-6-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange Rate (1) |
|
|
High |
|
Low |
|
Average (2) |
|
Period-End |
|
|
(in pesos per US dollar) |
January 2007 |
|
|
3.1068 |
|
|
|
3.0553 |
|
|
|
3.0850 |
|
|
|
3.1063 |
|
February 2007 |
|
|
3.1058 |
|
|
|
3.0975 |
|
|
|
3.1026 |
|
|
|
3.1010 |
|
March 2007 |
|
|
3.1060 |
|
|
|
3.0963 |
|
|
|
3.1010 |
|
|
|
3.1007 |
|
April 2007 |
|
|
3.1008 |
|
|
|
3.0808 |
|
|
|
3.0891 |
|
|
|
3.0898 |
|
May 2007 |
|
|
3.0852 |
|
|
|
3.0727 |
|
|
|
3.0800 |
|
|
|
3.0785 |
|
|
|
|
|
(1) |
|
Until June 2002, asked closing quotations as quoted by Banco Nación. Since July 2002, closing
reference exchange rate as published by the Argentine Central Bank. |
|
(2) |
|
Daily average of closing quotations, unless otherwise noted. |
|
(3) |
|
Based on monthly averages. |
As of June 22, 2007, the exchange rate was Ps.3.0825 for US$ 1.00.
Risk Factors
You should carefully consider the risks described below in addition to the other information
contained in this annual report. We also may face risks and uncertainties that are not presently
known to us or that we currently deem immaterial, which may impair our business. Substantially all
of our operations, property and customers are located in Argentina. Accordingly, the quality of our
loan portfolio and our financial condition and results of operations depend to a significant extent
on macroeconomic and political conditions prevailing from time to time in Argentina. In general,
you take more risk when you invest in the securities of issuers in emerging markets such as
Argentina than when you invest in the securities of issuers in the United States and certain other
markets.
Risk Factors Relating to Argentina
The current growth and stabilization may not be sustainable, which could adversely affect the
economy, the financial system and our financial condition and prospects
During 2001 and 2002, Argentina went through a period of great political, economic and social
instability, which led to a significant decline in economic activity, a banking crisis, the default
on part of Argentinas sovereign debt, the devaluation of the Argentine peso in January 2002 and
high inflation during that year. If the current administration is not capable of implementing
economic policies needed to turn the economic growth Argentina is
experiencing since late 2002 into a
sustainable development process in the long run, or if it is not capable of keeping inflation under
control, there is a considerable risk that political and economic instability could reemerge. This
would likely have a negative impact on the Argentine economy and on the financial system, including
our operations and financial condition.
Inflation may rise from current levels and undermine the economy and our financial condition
In 2005, inflation as measured by the variation in consumer prices was 12.3%, while in 2004
and 2003 it had been 6.1% and 3.5%, respectively. This implies that, during 2005, inflation
practically doubled that of the prior year, and the same occurred in 2004 as compared to 2003. In
2006, inflation as measured by the variation in consumer prices was 9.8%, and although it was lower
than that registered during the previous year, we cannot guarantee that it will not increase again.
Inflation may continue increasing in Argentina, due to the following facts: (i) the countrys
economy is growing at very high rates, which implies strong aggregate demand increases, (ii) the
current growth is occurring in a context in which relative prices still require certain
adjustments, as not all of the economic sectors have been able to pass through into prices, to the
same extent, the impact of the 2002 devaluation of the peso, (iii) the strong post-
crisis growth, for more than four years, has led to an increasing use of installed capacity
and to a progressive reduction of the output gap existing immediately following the crisis; and
(iv) even though aggregate investment has been growing, the effects of such growth on aggregate
supply are not immediate.
In the past, inflation has materially undermined the Argentine economy and the Governments
ability to create conditions that foster economic growth. In addition, high inflation or high
volatility in inflation rates would negatively and materially affect the business volume of the
financial system and preclude the development of
-7-
financial intermediation activities. This could
negatively affect the overall level of economic activity and employment. High inflation would also
undermine Argentinas foreign competitiveness by diluting the positive effects of the peso
devaluation, with the same negative effects on the level of economic activity and employment. All
of these factors would also have a negative impact on our business and financial condition.
A significant devaluation of the peso may adversely affect the Argentine economy and our operations
Despite the positive effects of the real depreciation of the peso on the competitiveness of
certain sectors of the Argentine economy, it has also resulted in far-reaching negative impacts on
the Argentine economy and on businesses and individuals financial condition. As an example, the
peso devaluation had a negative impact on the ability of the Government and Argentine companies and
financial institutions to repay their foreign currency-denominated debt, led to very high inflation
and significantly reduced real wages. It also had a negative impact on economic sectors whose
business is predominantly dependent on domestic demand. A further significant devaluation of the
peso, would likely have the same negative effects on the Government, the financial system,
companies and individuals, and would have a negative impact on us and our operations.
Argentinas economy and its real, financial and securities market remain vulnerable to external
shocks which could have an adverse effect on the countrys economic growth and on our operations
and prospects
Financial and securities markets in Argentina are influenced, to varying degrees, by economic
and market conditions in other emerging market countries. Although economic conditions vary from
country to country, investors reactions to the events occurring in one country may substantially
affect capital flows into and securities of issuers in other similar countries, including
Argentina. Lower capital inflows and declining securities prices negatively affect the real economy
through higher interest rates or currency volatility.
In the past, Argentinas economy has been adversely affected by economic developments in other
emerging market countries. Among others, the political and economic events that occurred in Mexico
in 1994 and the collapse of several Asian economies between 1997 and 1998, adversely impacted the
Argentine economy. Similar developments can be expected to affect the Argentine economy in the
future.
In addition, Argentina may also be affected by economic conditions of major trade partners,
such as Brazil, or countries with developed economies, such as the United States, that are
significant trade partners and/or have influence over world economic cycles. For instance, if
interest rates rose significantly in developed economies, including the United States, Argentina
and other emerging market economies could find it more difficult and expensive to borrow capital
and refinance existing debt, which would negatively affect their economic growth. If these
countries were also Argentinas trade partners, the negative effect would be increased through a
decrease in Argentine exports. All of these factors could negatively impact our prospects and
operations.
A decline in international prices for Argentinas main commodity exports could have an adverse
effect on Argentinas economic growth and on our financial condition and prospects
Argentinas financial recovery from the 2001-2002 crisis has been significantly assisted by
the increase in prices for Argentinas main commodity exports, such as soy. These high commodity
prices have contributed to the increase in Argentine exports since the third quarter of 2002 and to
high Government revenues from taxes on exports. The prices of the primary goods that Argentina
exports are at historically high levels. If international
commodity prices decreased significantly, the growth of the Argentine economy, as well as its
exports, could be adversely affected. Such occurrence would have a negative impact on the levels of
Government revenues and the Governments ability to service its debt, and could either generate
recessionary or inflationary pressures, depending on the Governments reaction. Either of these
results would negatively impact our financial condition and prospects.
The foreign exchange market is subject to controls and the Argentine Central Bank could implement
more restrictive measures in the future that could adversely affect our business operations
At the end of 2001 and in 2002, the Government and the Argentine Central Bank established
controls over the foreign exchange market and over transfers of funds abroad, substantially
limiting the ability of the companies to
-8-
retain foreign currency or make debt payments abroad. The
existence of such controls and the prevailing significant surplus in the countrys trade balance
(which resulted in greater availability of foreign currency) contributed to the appreciation of the
peso and to the increased availability of foreign currency, which resulted in the easing of many of
these restrictions.
However, restrictions still exist that limit access to the foreign exchange market by
residents and non-residents and their ability to make transfers of foreign currency and payments
abroad. In addition, the Government issued a decree in June 2005 that established new controls and
restrictions in connection with capital inflows. For more information, see Item 4. Information on
the CompanyGovernment RegulationForeign Exchange Market.
If imposed in an economic environment where access to local capital is substantially
constrained, these controls could have a negative effect on the economy, and on our business, by
limiting economic agents ability to obtain financing. Moreover, Argentina could again establish
restrictions on the foreign exchange market and on transfers abroad, among others, in the future,
in response to significant capital outflows or to a significant depreciation of the peso. These
restrictions may hamper foreign investors ability to receive payments in connection with debt or
equity securities of Argentine issuers such as us.
Volatility of the regulatory environment in Argentina could continue to be high and future
Argentine governmental policies could adversely affect the Argentine economy as a whole as well as
financial institutions like us
The Government has historically exercised significant influence over the countrys economy and
financial institutions in particular have operated in a highly regulated environment for extended
periods of time. Laws and regulations currently governing the economy or the financial sector may
change in the future. Any future changes in the regulatory environment and Government policies may
adversely affect financial institutions in Argentina, including us, as well as their business,
financial condition or results of operations or their ability to service their foreign currency
debt obligations. The lack of a stable regulatory environment would impose significant limitations
on the operation of the banking system and would affect our future financial condition and results
of operations.
Government measures may adversely affect the Argentine economy as a whole, as well as our business
operations
During the 2001-2002 crisis, Argentina experienced social and political turmoil, including
civilian unrest, riots, looting, nationwide protests, strikes and street demonstrations. Despite
Argentinas 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 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.
Elections for the executive and legislative branches of the Government in 2007 may generate
uncertainty with respect to the economic policies to be adopted and could cause volatility in the
Argentine market and thus affect us and our operations and/or cause volatility in the market price
of our securities
From March 2007 through October 2007, elections will be held for the executive and legislative
branches of the Government, both on a national and provincial level. During past elections, the
Argentine market has suffered from excess volatility due to uncertainty regarding the economic
policies that will be adopted by the new Government. The elections to be held in 2007, and in
particular the presidential election to be held in October of this year, may cause uncertainty
regarding the economic policy to be adopted (both if a new president is chosen and if the incumbent
president is re-elected), which could affect us and our operations and/or cause volatility in of
the market price of our securities.
-9-
Risk Factors Relating to the Argentine Financial System
The negative consequences of the 2001-2002 crisis on the profile and activities of the financial
system may not be overcome in the short term or at all
Immediately after the 2001 and 2002 crisis, the financial system practically ceased acting as
an intermediary between savings and credit. Even though the financial systems private sector
deposits and loans increased substantially from the 2002 levels, financial penetration in
Argentina, measured in terms of total financial systems private-sector deposits and loans as a
percentage of the Gross Domestic Product, or GDP, remains low when compared with international
levels and with past levels recorded in the country, especially in the case of loans to the private
sector. These loans represented approximately 11.4% of the GDP at the end of 2006, as compared to
approximately 23.3% at the end of 1999. The period of time necessary for the Argentine financial
systems credit activity to return to pre-crisis levels remains uncertain. In addition, even though
deposits in the financial system are increasing, most new deposits are either sight or short-term
time deposits. The sources of medium and long-term funding for financial institutions are currently
limited, and have consisted to a large extent, mainly since 2004, of the securitization of loan
portfolios, which implies a growing commercial banking disintermediation. Due to these reasons, and
to the characteristics of credit demand, the loan expansion recorded since 2004 was largely based
on short-term loans to individuals and companies.
For the financial system to be able to reach an adequate intermediation level and, at the same
time, develop a medium and long-term credit business without assuming excessive risks in terms of
maturity gaps, the growth in deposits and loans will need to continue over time, the maturities of
assets and liabilities in the financial system will need to extend, the publics confidence in the
Argentine financial system will need to recover to levels enabling a substantial part of the
countrys savings to be channeled to the financial system, and a process of sustained growth with
macroeconomic stability will need to consolidate. These trends may not materialize and, even if
they do, financial intermediation activities may not develop to the extent needed nor attain the
necessary volume so as to allow the income generation capacity of Argentine financial institutions,
including us, to improve.
The post-crisis improvement in financial institutions asset quality could be interrupted if the
Argentine economy stops growing
The current improvement of the quality of the financial systems private-sector loan portfolio
may not continue as such improvement depends on the continuity of economic growth in Argentina. In
addition, certain financial institutions assets, such as ours, currently include a substantial
exposure to debt instruments issued by the Argentine public sector. Thus, the value of a large
portion of the assets held by certain Argentine banks, as well as those banks income generation
capacity, is currently dependent on the Argentine public sectors repayment capacity, which is also
tied to, among other things, to the continuity of economic growth, both of which could be
undermined in the future.
An increasing number of judgments against financial institutions, in connection with the
pesification and restructuring of deposits in 2002 may result in a deterioration of financial
institutions deposit base and liquidity, including ours
As a consequence of the pesification of deposits originally denominated in dollars and the
restructuring of such deposits, in 2002 individuals and entities initiated a significant number of
legal actions against financial institutions, including us, on the basis that these measures
violated constitutional and other rights (these legal actions were known as amparo claims). The
emergency measures implemented by the Government during and in respect of the 2001-2002 crisis have
been declared unconstitutional by most appellate and lower courts and, as a result, financial
institutions have been required to reimburse the relevant dollar-denominated deposits, or their
equivalent in pesos, at the then current free market exchange rate. These rulings have resulted in
a significant withdrawal of deposits from the financial system and the Bank in 2002, and in
significant losses for financial institutions up to date, including us, as a result of having to
reimburse the restructured deposits (mostly dollar-denominated deposits before pesification,
referred to herein as the Reprogrammed Deposits) at market exchange rates rather than at the rate
at which deposits were pesified and booked. The Government has not provided compensation for these
losses and has expressed that it does not intend to do so.
-10-
The recent rulings pronounced by the Argentine Supreme Court of Justice, or the Supreme
Court, in connection with the pesification of deposits refer to particular cases and, under
Argentine law, Supreme Court rulings are not precedent setting for lower courts. Whether these
rulings will be followed in similar cases to be heard by lower courts is uncertain as is the final
resolution of such similar cases. If there was an increasing number of judgments against financial
institutions like us, the financial systems liquidity could be adversely impacted and financial
institutions, including us, could incur further significant losses.
New limitations to creditors rights in Argentina and to the ability to foreclose on certain
guarantees and collateral may adversely impact financial institutions
such as us
In order to protect debtors, which were affected by the 2001-2002 crisis, the Government
passed various laws and regulations temporarily suspending the ability of creditors to foreclose on
collateral and to exercise their rights pursuant to guarantees and similar instruments. Such
regulations have restricted Argentine creditors, such as us, from initiating collection actions or
lawsuits to recover on defaulted loans. Even though these rules have ceased to be applicable, we
cannot assure you that under an adverse economic environment or other circumstances, the Government
may not pass new rules and regulations affecting the ability of creditors to enforce their rights
pursuant to debt agreements, guarantees and similar instruments, which new rules and regulations
may have a negative effect on the financial system and our business.
Risk Factors Relating to us
We are a holding company and our ability to pay cash dividends depends on the ability of our
subsidiaries to pay dividends to us
We are a holding company and as such we conduct all of our operations through our
subsidiaries. As a holding company, we expect dividends or other intercompany transfers of funds
from our subsidiaries to be our primary source of funds to pay our expenses and dividends. Banco
Galicia is our most significant subsidiary. As of December 31, 2006, Banco Galicias consolidated
assets represented 99.3% of our consolidated assets. While we do not anticipate conducting
operations at our level, any expenses we incur, in excess of minimum levels, will reduce amounts
available to be distributed to our shareholders. The ability of our subsidiaries to pay dividends
and make other payments to us will depend on their results of operations and financial condition
and may be restricted by, among other things, applicable corporate and other laws and regulations
and contractual limitations. In addition, our ability to pay dividends will be subject to legal and
other requirements.
We have not received dividends from Banco Galicia since October 2001. In addition, Banco
Galicia is restricted from paying dividends as, among other things, under Argentine Central Bank
regulations it must reduce its retained earnings available to be distributed as cash dividends by
the difference between the market value and the carrying value of all of its public-sector assets,
after netting the legal reserve and other reserves established by Banco Galicias bylaws. Also, the
loan agreements entered into by Banco Galicia, as part of the restructuring of its debt denominated
in foreign currency and subject to foreign law, limit its ability to pay dividends. See Item 8.
Financial InformationDividend Policy and DividendsDividend Policy.
We may operate finance-related businesses that have little or no regulatory supervision
We may operate finance-related businesses outside of Banco Galicia that are not regulated by
the Argentine Central Bank. These businesses will be subject only to those regulatory limitations
that may be applicable to them. We may enter into businesses that have little or no regulatory
supervision or that entail greater risks than our existing businesses, and which may adversely
impact our business and financial condition.
We are subject to corporate disclosure and accounting standards that may limit the information
available to our shareholders
A principal objective of the securities laws of the United States, Argentina and other
countries is to promote full and fair disclosure of all material information of companies issuing
securities. However, there may be less publicly available information about us than is regularly
published by or about listed companies in certain
-11-
countries with highly developed capital markets,
such as the United States. While we are subject to the periodic reporting requirements of the U.S.
Securities Exchange Act of 1934, as amended, or the Exchange Act, the periodic disclosure
required of non-U.S. issuers under the Exchange Act is more limited than the periodic disclosure
required of U.S. issuers. Furthermore, we are not required to comply with the SECs proxy rules in
connection with shareholders meetings.
In addition, we maintain our financial books and records in pesos and prepare our financial
statements in conformity with Argentine Banking GAAP, which differs in certain respects from
Argentine GAAP and U.S. GAAP. See Item 5. Operating and Financial Review and ProspectsItem 5A.
Operating ResultsU.S. GAAP and Argentine Banking GAAP Reconciliation and note 39 to our
consolidated audited financial statements included in this annual report for a description of the
principal differences between Argentine Banking GAAP and U.S. GAAP.
Also, for a description of the differences between Argentine and Nasdaq corporate governance
requirements, see Item 6. Directors, Senior Management and EmployeesNasdaq Corporate Governance
Standards.
Our shareholders may be subject to liability for certain votes of their securities
Shareholders who have a conflict of interest with us and who do not abstain from voting may be
held liable for damages to us. Also, shareholders who willfully or negligently vote in favor of a
resolution that is subsequently declared void by a court as contrary to Argentine law or our bylaws
may be held liable for damages to us or to other third parties, including other shareholders.
U.S. holders of our class B shares may not be able to exercise preemptive and accretion rights
Under Argentine law, holders of our class B shares (including shares underlying our ADSs) have
preemptive and accretion rights with respect to future issuances of class B shares. United States
holders of our class B shares may not be able to exercise such preemptive and accretion rights
unless a registration statement under the Securities Act of 1933 is effective with respect to such
rights 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 such rights or the shares
related thereto. Therefore, if we elect not to file a registration statement with respect to such
rights or if an
exemption from registration is not otherwise available, a United States holder of class B
shares (including those underlying our ADSs) may not be able to exercise such rights. In addition,
the depositary may not be able to sell such rights and distribute the proceeds thereof to a United
States holder of class B shares (including those underlying our ADSs) as contemplated in the
Depositary agreement, in which case such rights may lapse.
Our assets are concentrated in Argentine public-sector debt instruments making our future financial
condition strongly dependent on the Governments credit quality and ability and willingness to
comply with its repayment obligations
As of December 31, 2006, our exposure to the Argentine public sector (as shown under Item 5A.
Operating ResultsExposure to the Argentine Public Sector), amounted to approximately Ps.8,898.0
million, representing 37.7% of our total assets. As of the same date, our net exposure to the
public sector (excluding liabilities with the Argentine Central Bank and without taking into
account the Banks deposits in the Argentine Central Bank), amounted to approximately Ps.5,872.0
million, representing 24.9% of our total assets.
The value of our assets, our income and cash flow generation capacity and our future financial
condition strongly depend on the Governments ability to comply with its payment obligations in
respect of these public-sector assets. In turn, the ability of the Government to comply with its
payment obligations with respect to such public-sector assets is dependent on, among other things,
its ability to establish an economic policy that is successful in promoting sustainable economic
growth in the long run, generating tax revenues and controlling public expenses, all or some of
which may not occur.
We carry a significant portion of our public-sector assets at values that do not reflect their
market value, which is substantially lower than their respective book value
-12-
We carry our public-sector assets under Argentine Banking GAAP, in accordance with Argentine
Central Bank valuation rules, as explained under Item 4. Information on the CompanySelected
Financial InformationGovernment and Corporate SecuritiesValuation, and Item 5A. Operating
ResultsCritical Accounting PoliciesGovernment Securities and Other Accounts Receivable with the
Government. The book values of our position in Bogar Bonds, Boden 2012 Bonds and Discount Bonds
and GDP Linked Negotiable Units are greater than their respective quoted market values.
The estimated difference between the aggregate book value of the above mentioned assets and
their respective aggregate market value as of December 31, 2006, amounted to Ps.531.0 million, as
explained under Item 4. Information on the CompanySelected Financial InformationGovernment and
Corporate Securities. As market conditions change, adjustments to the market value of the above
mentioned assets are not reflected in our financial condition. Future sales or settlements of these
assets will reflect the market conditions at the time and may result in losses, representing the
difference between the settlement amount and the then carrying value, thereby adversely affecting
our financial results.
Our net position in CER-adjusted assets exposes us to increases in the real interest rate
The actions taken by the Government to address the crisis in 2001-2002 economic crisis have
created mismatches between our assets and liabilities in terms of currency, yield and maturities.
Currently, we carry a net position in CER-adjusted assets (the CER is a coefficient based on the
variation of consumer prices) bearing fixed interest rates over adjusted principal. This position
is funded by peso-denominated liabilities (with no principal adjustment linked to inflation),
bearing market interest rates that mainly reprice in the short term. See Item 5. Operating and
Financial Review and ProspectsItem 5A. Operating ResultsCurrency Composition of Our Balance
Sheet. This mismatch exposes us to the fluctuations in the real interest rate, with an adverse
impact on income resulting from a significant increase in the real interest rate (which occurs when
the nominal interest rate increases more than the inflation rate).
A breach of any of the covenants under the Banks debt agreements and the agreement entered into by
the Bank and us as part of the restructuring of the Banks foreign debt in 2004 could result in
the occurrence of an event of default under these agreements
The loan agreements and indenture entered into by the Bank as part of its foreign debt
restructuring in May 2004, include certain covenants that, among other things, restrict the Banks
ability to pay dividends on stock or purchase its stock or the stock of its subsidiaries or use the
proceeds of the sale of certain assets or from the issuance of debt or equity securities. Some of
these agreements also require that the Bank maintain specified financial ratios. We agreed to
maintain certain corporate governance standards and to provide the Banks creditors with certain
financial information and reports on a quarterly and annual basis. A breach of any of these
covenants or the Banks inability to maintain the required ratios could result in an event of
default under these agreements. In the event of a default, the relevant lenders could elect, among
other options, to declare the indebtedness, together with accrued interest and other fees, to be
immediately due and payable. For more information see Item 10. Additional InformationMaterial
Contracts.
It may be difficult for us to fully overcome all of the residual negative effects of the 2001-2002
crisis
It is difficult to predict whether we will be able to increase fee income and loan origination
to the private sector so as to generate sufficient increased financial revenue and income from
services in order for operating results to more than offset losses from the amortization of amparo
claims and the negative margin on our matched position in foreign currency resulting from the low
yield of the Boden 2012 Bonds corresponding to the Compensatory Bond and the Hedge Bond. Although
demand for fee-related products and services as well as for credit is increasing in Argentina,
together with the growth of the economy, the demand for financial products may not continue to
increase or may not increase to the extent or at the necessary pace. In addition, we may not be
able to sufficiently increase our business volume or margins between lending and borrowing could decrease or be insufficient for our operating income to exceed the above
mentioned losses. We may not be able to increase our operating results in the required amount or at
the required pace in order to offset these losses.
-13-
Increased competition and consolidation in the banking industry may adversely affect our operations
As a result of and following the crisis, there has been significant consolidation in the
Argentine financial/banking market. This consolidation is likely to continue in the near future. In
addition, the financial systems recent growth and its current growth prospects have generated
increased competition from all of the banks operating in Argentina. The increase in competition and
consolidation may adversely affect our results of operations and our income generation capacity by
reducing margins and prices and/or by potentially reducing our volume of operations and market
share.
Item 4. Information on the Company
Organization
We were incorporated on September 14, 1999, as a stock corporation (a sociedad anónima)
under the laws of Argentina under the name Grupo Financiero Galicia S.A. Our domicile is in Buenos
Aires, Argentina. Under our bylaws, our corporate duration is until June 30, 2100. Our duration can
be extended by resolution taken at a general extraordinary shareholders meeting. Our principal
executive offices are located at Teniente General Juan D. Perón 456, Second Floor, (1038) Buenos
Aires, Argentina. Our telephone number is (54-11) 4343-7528.
Our agent for service of process in the United States is CT Corporation System, presently
located at 111 Eighth Avenue, 13th Floor, New York, New York 10011.
Organizational Structure
The following table illustrates our organizational structure as of December 31, 2006.
Percentages indicate the ownership interests held. All of the companies shown in the chart are
incorporated in Argentina, except for:
|
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Galicia Uruguay, incorporated in Uruguay and currently not an operating financial institution (See HistoryBanco
Galicia Uruguay S.A. and Galicia (Cayman) Ltd.); |
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Galval Agente de Valores S.A. or Galval, incorporated in Uruguay; |
|
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Galicia Pension Fund Ltd. and Galicia (Cayman) Ltd. or Galicia Cayman, incorporated in the Cayman Islands (See
HistoryBanco Galicia Uruguay S.A. and Galicia (Cayman) Ltd.); |
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Net Investment BV (in liquidation), incorporated in the Netherlands; and |
|
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Ancud Comercial S.A., incorporated in the Dominican Republic. |
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(1) |
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Banelco S.A. 17.15%; Aguas Provinciales de Santa Fe S.A. 12.5%; Electrigal S.A. 12.5%;
Galicia Inmobiliaria S.A. 12.5%; Correo Argentino S.A. 11.77%; Aguas Cordobesas S.A. 10.83%;
Alfer S.A. (in liquidation) 9.80%; Interbanking S.A. 9.09%; Seguros de Depósitos S.A. (Sedesa) 8.71%;
Aguas Argentinas S.A. 8.26%; Compensadora Electrónica S.A. 8.22%; A.E.C. S.A. 6.97%; Finanban S.A. 6.67%;
Argencontrol S.A. 5.766%; Visa S.A. 5.0%; Garbin S.A. 4.10%; Mercado Abierto Electrónico S.A. 1.49%;
Corporación Interamericana para el Financiamiento de Infraestructura S.A. 1.39%; Banco Latinoamericano de
Exportaciones S.A. 0.10%; S.W.I.F.T. S. C. 0.02%. |
History
We were formed as a financial services holding company to hold all of the shares of the
capital stock of Banco Galicia held by members of the Escasany, Ayerza and Braun families. We were
formed with an initial nominal capital of 24,000 common shares, 12,516 of which were designated
class A shares and 11,484 of which were designated as class B shares. Following our formation, the
holding companies which held the shares in Banco Galicia on behalf of the Escasany, Ayerza and
Braun families were merged into us. Following the merger, we held 46.34% of the outstanding shares
of Banco Galicia. Simultaneously with the merger, we increased our capital from 24,000 to
543,000,000 common shares, 281,221,650 of which were designated as class A shares and 261,778,350
of which were designated as class B shares. Following this capital increase, all of our class A
shares were held by EBA Holding S.A., an Argentine corporation that is 100% owned by our
controlling shareholders, and our class B shares were held directly by our controlling shareholders
in an amount equal to their ownership interests in the holding companies that were merged into us.
On May 16, 2000, we held an extraordinary shareholders meeting during which our shareholders
unanimously approved a capital increase of up to Ps.628,704,540 and the public offering and
listings of our class B shares. All of the new common shares were designated as class B shares,
with a par value of Ps.1.00. During this
-15-
extraordinary shareholders meeting, all of our existing
shareholders waived their preemptive rights in order to establish the basis for the exchange offer
of our shares for Banco Galicia shares. At the same shareholders meeting, the shareholders
determined that the exchange ratio for the exchange offer would be one class B share of Banco
Galicia for 2.5 of our class B shares and one ADS of Banco Galicia for one of our ADSs. We
completed the exchange offer in July 2000 with a capital increase of Ps.549,407,017. At the
completion of the exchange offer, our only significant asset was our 93.23% interest in Banco
Galicia. By the end of 2005, our interest was 93.60% as a result of open-market purchases.
On January 2, 2004, we held an extraordinary shareholders meeting during which our
shareholders approved a capital increase through the issuance of up to 149,000,000 preferred
shares, each of them mandatorily convertible into one of our class B shares on the first
anniversary of the date of issuance, or cash from a preemptive and accretion rights offering to our
shareholders. On May 13, 2004, we issued 149,000,000 preferred non-voting shares, with preference
over the ordinary shares in the event of our liquidation, each with a face value of one peso. The
preferred shares were converted into class B shares on May 13, 2005. With this capital increase,
our capital was increased to Ps.1,241,407,017. This capital increase was implemented due to the
restructuring of the Banks foreign debt. See Restructuring of our Subsidiaries DebtBanco
GaliciaRestructuring of the Foreign Debt of the Banks Head Office in Argentina and its Cayman
BranchTerms of the Foreign Debt Restructuring.
We are a holding company whose corporate purpose is exclusively related to financial services
and investment activities. Under our bylaws, we may not carry out transactions described in the
Financial Institutions Law (Ley de Entidades Financieras, Law No.21,526). Therefore, it is not our
intention to compete with Banco Galicia. Rather, we seek to broaden and complement Banco Galicias
operations and businesses through holdings in companies and undertakings whose objectives are
related to financial activities. Consequently, we operate in financial and related activities that
Banco Galicia cannot undertake or in which it can only participate in a limited way or in those
activities that would not be profitable for the Bank due to current regulations.
In January 2005, we created Galval, a securities broker based in Uruguay, with the purpose of
providing trading and custody services. We own 100% of the capital and voting rights of this
subsidiary.
Restructuring of our Subsidiaries Debt
Banco Galicia
As a result of the liquidity crisis experienced by the Argentine financial system and the Bank
in late 2001 and early 2002, and of the economic policy measures implemented by the Government in
order to address the crisis, the Bank restructured its foreign currency denominated debt that was
subject to foreign law (which we refer to as the foreign debt) of the Head Office in Argentina
and its former Cayman Branch. This restructuring was completed in May 2004. The Argentine crisis
also affected the Banks former New York Branch and its subsidiaries Galicia Uruguay and Galicia
Cayman, the debt of which was also restructured between 2002 and 2003. In 2004, the Bank also
restructured debt with the Argentine Central Bank acquired during the 2001-2002 crisis.
Approval of the Banks Foreign Debt Restructuring and Argentine Central Bank Debt
Restructuring
On December 3, 2003, the Argentine Central Bank informed the Bank that its board of directors
had approved the terms and conditions of the proposed restructuring of the foreign debt of the
Banks Head Office and the Banks Cayman Branch.
On February 3, 2004, the Argentine Central Bank informed the Bank that it had approved the
Banks request to adhere to the system established by Decree No. 739/03 and modified by
Decree No. 1262/03, for the
repayment of the financial assistance owed to the Argentine Central Bank, as well as the
amortization schedule for that debt proposed by the Bank, which began on March 2004 and originally
ended on October 2011. The schedule was based on the minimum amortization set up by the applicable
rules and on the proceeds of the assets eligible as collateral for such debt pursuant to these
rules.
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Through Resolution No. 152/04, dated May 14, 2004, the Argentine Central Bank
approved the economic terms of the restructuring of the foreign debt of the Banks Head Office in
Argentina and its Cayman Branch.
The Bank repaid in advance the financial assistance received from the Argentine Central Bank,
the last payment having been made on March 2, 2007. See Item 5 Operating and Financial Review and
ProspectsItem 5A. Operating ResultsFunding and Item 8. Financial InformationSignificant
Changes.
Restructuring of the Foreign Debt of the Banks Head Office in Argentina and its Cayman
Branch
On May 18, 2004, the Bank successfully completed the restructuring of US$ 1,320.9 million of
the foreign debt of its Head Office in Argentina and its Cayman Branch, which consisted of both
bank debt (including debt with multilateral credit agencies) and bonds. This amount represented
98.2% of the foreign debt eligible for restructuring. Since July 1, 2004, the Bank made all of the
scheduled semiannual interest payments on the debt instruments issued as a result of the
restructuring of its foreign debt closed in May 2004 and as of mid-2005, it had fully repaid all of
the restructured trade debt.
Terms of the Foreign Debt Restructuring
In the Banks foreign debt restructuring, the Bank offered its bondholders and bank creditors
the ability to exchange their existing debt for units comprised of a new long-term debt instrument
maturing in 2014 and a new subordinated debt instrument maturing in 2019 in a par-for-par first
step exchange offer. The bondholders and bank creditors were then given the option to participate
in a second step to the exchange, in which they could receive for their units:
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cash (at a discount) (the cash offer); |
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Boden 2012 Bonds (at a discount) (the Boden offer); |
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new long-term debt instruments (at par); or |
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new medium-term debt instruments (at par) and up to 149 million preferred shares
of our preferred shares (or, instead of such shares, cash, if any, paid to us by
existing shareholders electing to subscribe for our preferred shares in a
preemptive rights offering) (the equity participation option). |
Each of the optional second-step offers was subject to proration. In addition, creditors that
agreed to sign firm commitments for new trade facilities in an aggregate principal amount up to US$
35 million were permitted to elect to receive new medium-term debt instruments maturing in 2010 (at
par) (the new money option).
By offering the units, which contained a subordinated component, in the par-for-par first step
exchange offer, the Banks main objective was to generate complementary regulatory capital for an
extended period. The second step was intended to satisfy creditors varying investment preferences.
To make the Banks foreign debt restructuring possible:
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We issued 149 million preferred shares on May 13, 2004, each of them mandatorily
convertible into one of our class B shares a year later, which occurred on May 12,
2005. As a result of the exercises made by the existing shareholders in our preemptive
rights offering, creditors opting for the equity participation offer received 87.8
million preferred shares and US$ 30 million in cash and we received US$ 100 million of
subordinated bonds in exchange for the above-mentioned shares and cash. |
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We entered into an agreement with the Banks bank creditors in which we agreed to
maintain certain corporate governance standards and to provide them with certain
financial information and reports on a quarterly and annual basis. |
In addition, in accordance with the terms of the Banks foreign debt restructuring, the Bank
made a US$ 15.5 million cash payment for interest accrued until April 30, 2002, and applied US$
42.4 million not used in the cash offer to prepay at par (plus capitalized interest) long-term
instruments to be delivered to creditors participating in the restructuring.
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Based on the final amounts validly tendered, on May 18, 2004, the Bank:
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paid US$13.6 million to creditors participating in the cash offer; |
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transferred US$ 36.9 million of nominal value of Boden 2012 Bonds to creditors
participating in the Boden offer; and |
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issued the following new debt instruments: |
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US$ 648.5 million of long-term dollar-denominated debt instruments, of which US$
464.8 million were dollar-denominated negotiable obligations due 2014 (referred to
as the Step Up Notes Due 2014 or the 2014 Notes) issued under an indenture. |
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US$ 399.8 million of medium-term dollar-denominated debt instruments, of which
US$ 352.8 million were dollar-denominated negotiable obligations due 2010 (referred
to as the Floating Rate Notes Due 2010 or the 2010 Notes) issued under an
indenture. |
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US$ 230.0 million of subordinated dollar-denominated debt instruments, of which
US$ 218.2 million were dollar-denominated negotiable obligations due 2019 (referred
to as the Subordinated Notes Due 2019 or the 2019 Notes) issued under an
indenture. |
The Bank also restructured trade debt for a principal amount of US$ 25.3 million in exchange
for US$ 26.6 million of new trade debt to be repaid in 12 equal, consecutive monthly installments
beginning in June 2004 and ending in May 2005.
The following table shows certain information on the Banks debt restructuring:
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Principal amount of: |
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In US$ millions |
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a) Old debt to be restructured as of December 31, 2003 |
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1,349.6 |
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b) Old debt to be restructured as of April 27, 2004 (1) |
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1,344.7 |
(2) |
c) Old debt participating in the restructuring as of April 27, 2004 (1) |
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1,320.9 |
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d) New debt, including past due interest capitalized (3) (4) |
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1,399.6 |
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e) New debt issued (4) (5) |
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1,278.3 |
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f) Old debt not restructured as of May 18, 2004 (6) |
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22.9 |
(7) |
g) Old debt not restructured as of December 31, 2006 |
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4.4 |
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(1) |
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Expiration date of the exchange offer. |
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(2) |
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The decrease in the principal amount of debt to be restructured as compared to December 31,
2003, resulted from the fact that, in accordance with Argentine law, borrowers that were also
holders of certain of the Banks debt instruments under restructuring used such holdings to
repay past-due loans granted to them by the Bank. |
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(3) |
|
Interest past due between May 1, 2002, and December 31, 2003, was capitalized at 4.75% per
annum, except for trade debt for a principal amount of US$ 25.3 million for which interest was
capitalized at Libor plus 1%. Interest past due until April 30, 2002, was paid in cash. |
|
(4) |
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Excludes trade debt. |
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(5) |
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After having applied US$ 42.4 million not used in the cash offer to prepay long-term debt
instruments included in (d). |
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(6) |
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Settlement date of the exchange offer. |
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(7) |
|
Between the expiration date and the settlement date, the amount of debt not restructured
decreased by US$ 0.9 million as a result of the repayment by borrowers that were also holders
of debt subject to restructuring of past-due loans made to them by the Bank by using their
holdings of such debt and, to a lesser extent, as a result of the renegotiation of debt not
restructured under the terms of the restructuring. |
During February 2007, we repurchased part of the restructured debt that was instrumented
as loans maturing in 2010 and in 2014 for an aggregate residual amount of US$ 178.8 million. These
transactions were carried at market value thus generating a US$ 6.9 million profit with respect to
the book value of the loans. The repurchase was funded from the proceeds of the sale of Boden 2012
Bonds in the market, which generated a loss of approximately US$ 8.9 million due to the difference
between the market price and the book value of such bonds. See Item 8. Financial
InformationSignificant Changes.
For more information on the debt instruments issued in the restructuring, see Item 5.
Operating and Financial Review and ProspectsItem 5A. Operating ResultsContractual Obligations.
Restructuring of the Banks New York Branch Debt
In mid 2002, the Bank restructured the liabilities of its New York Branch, which then totaled
US$ 328 million, and constituted a necessary step to ensure the orderly winding down of the affairs
of this Branch, which was
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closed on January 30, 2003. As December 31, 2006, US$ 38.6 million in
aggregate principal amount of two negotiable obligations issued by the Banks Head Office in
Argentina maturing in 2007 (referred to as the 2007 Notes) to restructure the New York Branch
debt are outstanding.
Capitalization as a Result of the Restructuring of the Foreign Debt
As a result of the restructuring of the foreign debt of the Banks Head Office in Argentina
and its Cayman Branch, the Bank increased its regulatory capital by US$ 278.9 million.
Specifically, this capital increase resulted from:
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the exchange of debt subject to restructuring for cash and Boden 2012 Bonds at a
discount and the capitalization of interest at a rate lower than the contractual rate
recorded in the Banks books, which generated in aggregate a US$ 48.9 million increase
in shareholders equity; and |
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the issuance of US$ 230.0 million of subordinated debt computable as supplemental
capital in accordance with the Argentine Central Banks capital adequacy rules. |
As a result of the earlier restructuring of the debt of the Banks New York Branch in 2002,
the Bank had increased its capitalization by US$ 42.6 million by exchanging the old debt for new
debt or cash at a discount.
Banco Galicia Uruguay S.A. and Galicia (Cayman) Ltd.
Galicia Uruguay
As a result of the effects that the Argentine crisis had on Galicia Uruguay, in early 2002,
the Central Bank of Uruguay suspended its activities and assumed control and management of Galicia
Uruguay, which control and management by the Central Bank of Uruguay ended on February 22, 2007. In December
2002, Galicia Uruguay restructured its deposits into debt maturing in 2011. On June 1, 2004,
Galicia Uruguays license to operate as a domestic commercial bank was revoked by the Central Bank
of Uruguay. At the date of this annual report, Galicia Uruguay is not engaged in any active
business and its activities are limited to repaying its existing restructured debt. Between 2003
and 2005, Galicia Uruguay carried out several exchanges of restructured liabilities for cash, Boden
2012 Bonds and new negotiable obligations issued by Galicia Uruguay. The objective of these
exchanges was to reprofile on a voluntary basis the already restructured deposit base, both to
satisfy differing depositors liquidity-return preferences and to improve the distribution of cash
flows over time. All payments in accordance with the restructuring agreement have been made.
On July 13, 2005, we forgave US$ 43 million of subordinated negotiable obligations issued by
Galicia Uruguay.
During the third quarter of 2006, Galicia Uruguay established a program for the issuance of
negotiable obligations for an amount of up to US$ 108.1 million, in order to convert its privately
issued negotiable obligations due on 2011 into public securities and offer the holders of
transferable time-deposit certificates the possibility to exchange these certificates for such
public securities. On October 17, 2006, Galicia Uruguay issued its Series I Negotiable Obligations
under the program for US$ 48.5 million.
The payments made, the exchange offers effected and the forgiveness of Galicia Uruguays debt
held by us, generated an increase in the Banks and Galicia Uruguays shareholders equity and also
a significant reduction in Galicia Uruguays consolidated liabilities. As of December 31, 2006, the
consolidated principal amount of Galicia Uruguays restructured liabilities (time deposits and
negotiable obligations) had decreased to US$ 117.2 million, which represented approximately 10% of
the original restructured amount, in only four years. As of December 31, 2006, the shareholders
equity of Galicia Uruguay was Ps.107.3 million.
Galicia (Cayman) Ltd.
Galicia Uruguays situation also adversely affected its subsidiary Galicia Cayman. Galicia
Cayman commenced voluntary liquidation and surrendered its banking license effective as of December
31, 2002. By late May 2003, Galicia Cayman together with the provisional liquidators designated by
the Grand Cayman Islands Court,
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completed a debt restructuring plan and, with the authorization of
such Court, presented it to all Galicia Cayman creditors for their consideration. The plan was
approved, in whole, by the vote of 99.7% of creditors, exceeding the legal majority required, on
July 10, 2003, and on July 16, 2003, it became effective and mandatory for all creditors.
On February 2, 2006, and as a consequence of the presentation filed by the administrators of
the plan, the Grand Court of the Cayman Islands declared the plan as terminated, and ended the
involvement of any third parties in the companys management beginning on February 23, 2006.
Capital Increase of the Bank Approved by the Shareholders Meeting held on October 11, 2006
The Ordinary and Extraordinary Shareholders Meeting held on October 11, 2006 resolved to
increase the capital stock of the Bank in up to 100 million ordinary (common) book-entry, class B
shares, with one vote per share and a nominal value of Ps.1 per share. The new shares can be
subscribed, at the option of the subscriber, in cash or in 2010 Notes, 2014 Notes and 2019 Notes
issued by the Bank in 2004. The offer is scheduled to be made to the shareholders of the Bank and
not to third parties.
The purpose of the capital increase is to guarantee the Banks compliance with Argentine
Central Banks capital adequacy rules, in view of increasing capital requirements. These are due
not only to the current and projected growth of the Banks business volume with the private sector
but also to the Argentine Central Banks regulations that establish increasing capital requirements
on public-sector assets.
On December 14, 2006, through its Resolution N° 15,534, the CNV authorized the public offering
of the new shares and approved the principal values at which the 2010 Notes, 2014 Notes and 2019
Notes would be capitalized. On December 18, 2006, the BASE granted the final authorization for
listing of the new shares. The authorization from the Superintendencia de Entidades Financieras y
Cambiarias of the Argentine Central Bank (referred to as the Financial Superintendency) was
granted on May 11, 2007.
On May 23, 2007, the terms and conditions of the capital increase were published. Among
others: the values at which the 2010 Notes, 2014 Notes and 2019 Notes would be accepted and the
date of commencement and expiration of the subscription period for the offering. On May 30, 2007,
the subscription price was published. On that date, the Bank was notified of two court orders
issued at the request of a minority shareholder and issued on that date, one of which ordered the
suspension of the capital increase process, the reason why the subscription period has not
commenced. The Bank has appealed both court orders. As a result, the
suspension order was lifted on June 12, 2007 and the other order is still
pending resolution. The capital increase is expected to
take place in the third quarter of 2007.
Capital Investments and Divestitures
During 2006, our capital expenditures amounted to Ps.136.5 million, distributed as follows:
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Ps.41.7 million in fixed assets; |
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Ps.46.7 million in construction in progress; and |
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Ps.48.1 million in organizational and IT system development expenses. |
During 2005, our capital expenditures amounted to Ps.88.9 million, distributed as follows:
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Ps.30.5 million in fixed assets; |
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Ps.38.1 million in construction in progress; and |
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Ps.20.3 million in organizational and IT system development expenses. |
During 2004, our capital expenditures amounted to Ps.42.4 million, distributed as follows:
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Ps.15.1 million in fixed assets; |
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Ps.9.7 million in construction in progress; and |
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Ps.17.6 million in organizational and IT system development expenses. |
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During 2006, 2005 and 2004, we invested Ps.0.007 million, Ps.0.2 million and Ps.0.1 million in
the aggregate in Banco Galicia through open-market purchases of the Banks common shares.
In April 2005, after having obtained the necessary authorizations, Sudamericana sold 100% of
the shares it held in Instituto de Salta Compañía de Seguros de Vida S.A. for Ps.6.8 million.
During 2006, the Bank sold its shares in Inversora Nihuiles S.A. and Inversora Diamante S.A.,
representing 12.5% of the total votes and shares of Inversora Nihuiles S.A. and 12.5% of the votes
and shares of Inversora Diamante S.A., for an aggregate amount of US$ 9.3 million, representing the
book value for such shares.
On December 19, 2006, Tarjeta Naranja S.A. acquired a 99.4% ownership interest in Ancud
Comercial S.A., a company incorporated in the Dominican Republic for Ps.0.009 million. On the same
date, a US$ 4.0 million capital contribution was made by Tarjeta Naranja S.A. to such company. The
total amount of the investment in such company was Ps.12.1 million.
We have budgeted capital expenditures for the fiscal year ending December 31, 2007, for the
following purposes and amounts:
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(in millions of pesos) |
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Construction of the new corporate tower (construction,
furniture, equipment, phones, etc.) |
|
Ps |
.44.6 |
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Fixed Assets |
|
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62.2 |
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Organizational and IT System Development |
|
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79.2 |
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Total |
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Ps |
.186.0 |
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We expect to finance our capital expenditures from the cash flow derived from our
operations.
Business Overview
We are principally engaged in commercial banking and provide a wide variety of banking
products and services to large corporations, small- and medium-sized enterprises, or SMEs, and
individuals. Depending on the type of customer, these services include personal and corporate
loans, deposit-taking, credit and debit cards, residential mortgage loans, fiduciary and custodial
services and electronic banking. We are also involved in other finance-related businesses, such as
investment banking, insurance distribution and asset management.
We provide financial services through one of the most extensive and diversified distribution
platforms of all private-sector financial institutions in Argentina, through 232 full-service
banking branches in Argentina, 584 automated teller machines, or ATMs, and 530 self-service
terminals as of December 31, 2006, along with other electronic banking facilities such as phone
banking and e-banking. In addition, we provide financial services to consumers through regional
credit-card companies which had 113 service centers as of the same date. As of December 31, 2006,
our banking distribution network covered all of the Argentine provinces and all of the main cities
of Argentina.
In addition, we provide our own insurance products through Sudamericana and B2B and other
Internet based services through Net Investment S.A.
Retail Banking Business
We provide a wide range of financial products and services to individuals, covering both
transactions, loans and investments. On the transactions side, we offer customers checking and
savings accounts, credit and debit cards, foreign exchange brokerage and payroll direct deposit. On
the investments side, our products and services include certificates of deposit, mutual funds and
insurance products. In addition, we provide credit for the acquisition of consumer goods and
housing mainly through personal loans, residential mortgages, pledge and credit-card loans.
The Banks Retail Banking Division manages our banking business with individuals and small
retailers. It is made up of the following departments: i) the Retail Marketing Department, which is
in charge of maintaining and
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creating a wide range of financial products and services marketed
through the branch network and self-service and electronic banking channels and the Internet; ii)
the Consumer Banking Department, which is responsible for the consumer-finance business that we
conduct through the regional credit-card companies and iii) Private Banking, which is in charge of
service to high net worth customers.
The working philosophy of the Retail Banking Division consists of two basic strategies: first,
to think constantly of the customer through one-to-one marketing and, second, to work on the
cultural change that this provokes throughout the organization. During 2006, we launched an
ambitious plan of segmented efforts meant to strengthen customer relations and to foster a more
intense use of retail banking products. The different efforts, the response to which improves as we
improve our customer knowledge, are based on continuous technical and technological advances and on
all the tools that are part of the CRM (Customer Relationship Management) strategy we have
implemented for over 15 years.
Information is one of the basic pillars of this strategy. We therefore focus on the enrichment
and exploitation of our corporate data warehouse and on the Retail Banking Divisions data mart.
This has allowed us to increase our knowledge of our customers and our portfolio segmentation,
working in micro-segmentation and the identification of even more precise targets.
With regards to communications through mass media, during 2006, the Bank maintained a constant
and consistent presence in the City of Buenos Aires as well as in the provinces, with specific
actions for each market. This brought about a clear leadership with respect to advertising
awareness and top of mind of the Galicia brand, which strengthened its position.
Retail Banking (this section figures are not consolidated with the regional credit-card companies)
Our retail deposit base has grown significantly during the last few years, recording a 25%
growth during fiscal year 2006. The products that boosted this significant addition of new clients
were mainly consumer loans and credit cards.
In fiscal year 2006, peso-denominated retail deposits grew by more than Ps.1,095 million,
which represents an increase of 37%, thus exceeding the increase experienced by this segment within
the financial system as a whole, as occurred during prior years. During 2005, peso-denominated
retail deposits grew 34%.
The number of deposit accounts also grew significantly. In 2006, our portfolio of individual
current accounts increased by 25%, with the monthly average of new accounts reaching a peak of
4,000, while this increase was 15% during 2005. In respect of savings accounts, there was an
increase of 5% in the number of such accounts and an 11% increase in the average balances per
account, compared to a 9% and a 19% respectively in 2005.
The credit- and debit-card business has experienced high growth in the last few years, in the
context of a growing economy and sustained commercial efforts. During 2006, the amount in pesos
corresponding to purchases made during the year with Visa, Visa Electron, American Express and
MasterCard cards issued by the Bank only (excluding those issued by the regional credit-card
companies) exceeded Ps.4,200 million and over 57 million transactions were made. In turn, the
number of managed accounts rose 31%. These increases were achieved by means of important campaigns
focused on new clients and by encouraging consumption by existing customers through promotions in
different stores and campaigns promoting the financing of purchases in installments.
During 2005, the MasterCard card was re-launched with a very good response by customers. The
amount of purchases made using the credit and debit cards managed by the Bank only was
approximately Ps.3,000 million, and the corresponding number of transactions amounted to 34.5
million. At the same time, the number of credit cards managed by the Bank only increased by 17%
during 2005.
With respect to consumer loans, in 2006, we continued to focus on our client base, with the
purpose of continuing its growth while minimizing risk, but have also focused on the placement of
such loans among non-customers. We reached out to this market through mass communication and direct
marketing actions. This allowed us to attain our goals and expectations for the period by reaching
a 171% annual increase in origination and a 140%
-22-
increase in the consumer loan portfolio, as
compared to 2005, where we achieved a 130% increase in origination and a 267% increase in the
portfolio (unconsolidated), as compared to 2004.
As in prior years, the mortgage loan market reported no significant growth, since there is
still a very wide gap between real-estate values and the purchasing power of salaries that limits
the capacity of potential borrowers to afford the installments on a mortgage loan. Despite the
markets characteristics, we launched the Zero Expenses campaign with a strong presence in mass
media. Furthermore, mortgage credit lines were modified in order to broaden and improve the
available offering and allow for a greater access to such loans. We currently offer a broad range
of loan purposes, maturities (up to 240 months) and rates (fixed, variable and combined). During
fiscal year 2006, our mortgage loan portfolio increased by 15% as compared to 2005 and the average
monthly origination increased by 225% from the previous fiscal year level.
We market Sudamericanas life, life-related and other insurance products through the Banks
distribution network and the Bank also sells property and casualty insurance from other companies.
Through the Bank, we offer a wide range of products, having consolidated in the last few years our
position as an integral provider of financial services. Beginning in September 2006, the Bank added
the insurance coverage Integral de Comercio (Comprehensive Insurance for Retailers). Also, during
fiscal year 2006, the Bank improved the sale of home insurance policies, exceeding the goal of
100,000 policies through a 29% growth. With respect to the marketing of auto insurance policies,
the Bank achieved a 15% increase, thus exceeding 30,700 policies. As for insurance for ATM robbery,
PG24, 360,000 policies were outstanding at the end of 2006. Also, the Bank strengthened its
position within the life insurance segment, achieving a 60% increase in coverage of personal
injuries.
During 2005, the product Protección Hogar (Home Protection), insurance for residential
units, launched in 2004 by Galicia Patrimoniales Compañía de Seguros S.A. (referred to as Galicia
Patrimoniales), a subsidiary of Sudamericana, and car insurance products from other companies were
successfully marketed. In this line of business, the Banks portfolio experienced a 30% increase
during the year. Additionally, the Bank reached 265,000
PG24 outstanding insurance policies (an insurance to cover robberies at ATMs). At the end of
fiscal year 2005, the Bank managed approximately 420,000 insurance policies (excluding credit
related ones), 16% higher than in the previous year.
As in prior years, another business that reported a large increase was payroll direct deposit.
The number of individuals with direct deposit of their salary at the Bank increased by more than
25% and the amounts deposited increased by more than 42%, a portion of which was attributable to
the increases in salaries recorded during 2006.
Consumer Banking
We pursue the consumer finance business aimed at the non-bancarized segment of the population
through the operating subsidiaries of Tarjetas Regionales S.A., a wholly owned subsidiary of the
Bank. Tarjeta Naranja S.A., Tarjetas Cuyanas S.A. and Tarjetas del Mar S.A. issue credit cards with
proprietary brands which are marketed in certain regions of Argentina and provide consumer
financing through these credit cards.
Tarjeta Naranja S.A. operates mainly in northern, central and southern Argentina. In December 2003,
Tarjeta Comfiar S.A., a company that operated mostly in the province of Santa Fe, was merged into
Tarjeta Naranja S.A. Tarjetas Cuyanas S.A. operates mainly in the provinces of the Cuyo region and
Tarjetas del Mar S.A. operates mainly in the city of Mar del Plata and the surrounding area and
other locations of the Province of Buenos Aires.
All three companies are currently expanding their geographical reach.
During 2006 and for the fourth consecutive year, boosted by the high growth of the economy as
a whole and of consumption in particular, the regional credit-card companies continued to grow,
increasing their customer base, the loans granted to its customers and their network of branches,
thus generating very good economic results.
The number of credit-card statements issued by these companies during fiscal year 2006
increased by 22%, annual retailer invoicing exceeded Ps.4,300 million (or 29%) and the companies
gross loan portfolio, before provisions and including the portfolio transferred to financial
trusts, amounted to nearly Ps.1,900 million (or 36%) at
-23-
the end of 2006. In addition, ten service
centers were added to the distribution network of these companies (or 6%, totaling 167 service
centers) and staff increased by 672 people (or 26%), thus exceeding 3,200 employees. Tarjeta
Naranja expanded into the Greater Buenos Aires area where it opened its largest premises in the
country, located at Morón. Also, during 2006, the sale of insurance products especially designed
for these companies customer profiles continued to increase and credit cards Mira-VISA and
Naranja-Master, new credit lines and financing plans for the purchase of home appliances in large
stores were launched.
In turn, the quality of the loan portfolio maintained the strong levels of 2005, with these
companies aggregate non-accrual to total portfolio ratio at the end of fiscal year 2006 being
2.95%, with values, in certain months that were very close to the minimum historical value (2.48%
at the end of 2005). At the end of 2004, this ratio was 3,26%, being lower than in prior years.
As a consequence of growth, during fiscal year 2006, the regional credit-card companies
focused on increasing their sources of funds to finance such growth. It is worth mentioning the
increase in the credit lines available from banks, the extension to the companies of syndicated
loans, the six issuances of financial trusts securities for Ps.353.5 million (almost Ps.139.4
million more than in 2005) and the three issuances of negotiable obligations for Ps.453.5 million,
which almost doubled the amounts issued in the previous year. Among them, it is important to
highlight the successful placement abroad of the Class IV Series of Tarjeta Naranja, for Ps.307
million, a 4-year term and an innovative structure, which was unique in the country at the time. It
is also worth mentioning that, in all public offerings, the demand from investors, institutions and
individuals, extensively exceeded the amounts issued and that the securities issued by these
companies were issued at low interest rates.
In 2006, the Board of Directors of Tarjetas Regionales S.A. decided to capitalize Tarjetas del
Mar S.A. and Tarjetas Cuyanas S.A., proportionally to its stock holdings, thus these companies
increased their capital by Ps.72 million and Ps.12 million, respectively.
As a result of combining the ability to leverage market opportunities, the resourcefulness and
strength in selling quality products and services, highly appreciated by customers, a good risk
management and the efforts to improve efficiency and competitiveness and to obtain the necessary
funding, net income of the regional credit-card companies for fiscal year 2006 was Ps.104.5
million, of which Ps.70.9 million corresponded to the Bank through Tarjetas Regionales S.A.
In mid 2004, Tarjeta Naranja S.A. reinitiated a geographical expansion plan, contemplating to
reach a target market with a population of approximately 2 million people. This expansion continued
in 2005 and 2006.
During 2005, the aggregate number of credit-card statements issued by the regional credit-card
companies increased 22%, their aggregate gross loan portfolio (including the portfolio that was
securitized) exceeded Ps.1,200 million, a 53% increase, and the aggregate number of cards managed
increased by 28.3%. These companies opened twenty-two new service centers and branches and staff
increased by 370 employees, which represented a growth of 16% and 17%, respectively. In addition,
these companies started operations in two new provinces, La Pampa and Buenos Aires, designed new
products, such as insurance packs, launched campaigns for the placement of Tarjeta Visa-Nevada
cards and the Tarjeta Naranja MasterCard cards, developed a new credit line and maintained the
usual promotions.
Private Banking
Through Galicia Private Banking, we offer premium, professional financial services to medium-
to high- net worth individuals. This is performed through the management of their portfolio of
investments and the provision of financial advising. Galicia Private Banking offers its customers a
wide range of domestic financial investment alternatives, giving priority to the Banks products
(deposits, FIMA mutual funds, among others) and financial trust debt instruments and negotiable
obligations where the Bank acts as book runner.
During fiscal year 2006, Galicia Private Banking increased the number of its customers and its
managed portfolio. During 2006 and 2005, placement of trust notes and negotiable obligations,
including those issued by the regional credit-card companies was significant. In line with our
strategy to stand out from our competitors through
-24-
service quality, as in 2005, Galicia Private
Banking implemented a client loyalty program and, during the last quarter of fiscal year 2006, it
put into practice a customer satisfaction measurement program. A high index was attained with
regards to the general perception of services rendered, exceeding the general levels in the market.
Distribution
The Banks Distribution Division defines and monitors policies, action plans, and sales goals
for the different channels of the Bank in order to ensure the fulfillment of the Banks volume and
profitability goals, sales efficiency, the integration of the different distribution channels and
customer satisfaction. The departments managing the traditional channels and the Alternative
Channels Department report to this Division.
Traditional Channels
The size and the wide geographical coverage of the Banks branch network contribute to making
our distribution network one of our more important competitive advantages. These aspects are
strengthened by a unified management system through the use of the Banks Intranet,
state-of-the-art systems and communications technology, a consistent incentive plan and a
continuous follow-up of the quality of service.
During fiscal year 2006, we opened eight bank branches, one in each of the following
districts: Jesús María (Córdoba), Trenque Lauquen and Zárate (Buenos Aires), Reconquista (Santa
Fe), Río Grande and Ushuaia (Tierra del Fuego), Trelew (Chubut), and Cipolletti (Río Negro). As a
result, at the end of 2006, our network of banking branches amounted to 232 and covered all of the
Argentine provinces. At the close of 2006, our networks geographical distribution was the
following:
|
|
|
|
|
Geographical Area |
|
Number of Branches |
|
City of Buenos Aires |
|
|
76 |
|
Greater Buenos Aires (GBA) |
|
|
59 |
|
Rest of the Province of Buenos Aires |
|
|
31 |
|
Santa Fe |
|
|
14 |
|
Córdoba |
|
|
13 |
|
Mendoza |
|
|
9 |
|
Entre Ríos |
|
|
4 |
|
Chubut |
|
|
3 |
|
Río Negro |
|
|
3 |
|
Corrientes |
|
|
2 |
|
La Pampa |
|
|
2 |
|
Misiones |
|
|
2 |
|
Tierra del Fuego |
|
|
2 |
|
Catamarca |
|
|
1 |
|
Chaco |
|
|
1 |
|
Formosa |
|
|
1 |
|
Jujuy |
|
|
1 |
|
La Rioja |
|
|
1 |
|
Neuquén |
|
|
1 |
|
Salta |
|
|
1 |
|
Santa Cruz |
|
|
1 |
|
Santiago del Estero |
|
|
1 |
|
San Juan |
|
|
1 |
|
San Luis |
|
|
1 |
|
Tucumán |
|
|
1 |
|
|
Total |
|
|
232 |
|
|
-25-
In 2006, in order to increase business efficiency, achieve a better integration among
sales channels and improve service quality, we reinforced the new customer service model that was
implemented in all branches during 2005. To this end, we redefined customer service for a larger
number of branches through the assignment of business officers for medium- and high-income
individuals as well as for companies. In the latter case, emphasis was placed on the development of
the agricultural and livestock sector and the whole range of the on SMEs segment.
Alternative Channels
Service, transactions and sales channels (other than traditional branches) that service both
individual and corporate customers, consist of the Customer Contact Center, e-galicia.com, Red
Galicia 24, Galicia Móvil, the Retail Sales Unit and the Real Estate Center. The last three sectors
have been added during the fiscal year. As in previous fiscal years, the level of use of
alternative channels by the Banks customers recorded an upward trend. As of December 31, 2006,
77.8% of customer transactions were carried out through these channels, representing an increase
from the 76.9% and 74.5% ratios corresponding to December 31, 2005 and 2004, respectively.
For 2007, expectations are of an increase in the level of use of these channels in line with
the business goals defined by the Bank.
Customer Contact Center, or CCC: The CCC consists of the following sectors: Fonobanco (our
phone-banking service), Fonobanco Seguros (the phone-banking unit specializing in aftermarket
service for insurance policies marketed among Bank customers), Foreign Trade (responsible for
assisting individuals and customer companies about the whole range of foreign-trade transactions
and providing advice on the regulations in force), Galicia Responde (the unit that receives and
answers customer suggestions and complaints), Telemarketing (the Banks sales and telephone advice
facility), the Investments Center, the Collection Center and the switchboard. These units also have
support areas for ongoing improvement in service quality. During fiscal year 2006, the CCC managed
over 18 million incoming and outgoing contacts, which implied a 57% increase compared to the
previous fiscal year. During 2005, the Customer Contact Center handled over 12 million incoming and
outgoing calls. This volume was similar to that recorded during the previous fiscal year.
Red Galicia 24: By the end of 2006, Red Galicia 24 had 588 ATMs and 530 self-service terminals
installed in the Banks branch network and other locations throughout the country, mainly in gas
stations and supermarkets. This network of state-of-the-art technology terminals, one of the
largest in Argentina, is the means to solve transactional needs for our customers and users of
interconnection networks in a dynamic, simple, safe, and affordable way, on a 24-7 basis. The
volume of transactions through this network has experienced a sustained increase in the last couple
of years. Transactions through the Banks ATM network increased by 12% from the previous year,
while transactions through its self-service terminals increased by 14%. Following with the plan for
the improvement of service quality and the increase of capabilities and functions, the Bank
continued to replace ATMs and initiated the technical upgrade of self-service terminals. These
actions will continue during 2007.
e-galicia.com: Through e-galicia.com, we aim at putting the Bank into the PC and offer a wide
range of transactional capabilities, the differentiating feature of the e-galicia.com service.
Through alliances with different companies, customers have access to certain benefits that at the
same time promote the use of the channel. e-galicia.com has operating segments for both individuals
(Home Banking) and companies (Galicia Office), enabling its customers to operate as if they
were carrying out their banking transactions over the telephone, at an ATM or in a traditional
branch.
Every year, the number of Internet users increases substantially and our customers demand new
services to help them operate on line as they would in a traditional branch. During the past few
years, e-galicia.com has shown an exponential evolution. In 2006, through Home Banking alone, 4
million monthly enquiries and transactions were made, which represents almost a 35% increase from
the level as of the end of 2005. During 2005, the corresponding increase was of 40% up from the 2.3
million transactions at the end of 2004. As to the number of users, the increasing trend also
continued, with a 25% increase in 2006.
-26-
Galicia Móvil: Galicia Móvil was launched during fiscal year 2006 as a new service channel
available through cellular phones. In its initial stage, it is meant for small payments, as well as
balances and credit-cards due date alarms, time deposits, and automatic debits. We were the first
financial institution in Argentina to offer small payment services through cellular phones.
Retail Sales Unit: During 2006, we developed this unit which constitutes a specialized sales force
in retail banking products. At the end of fiscal year 2006, this unit had a team of 100 sales
representatives in the countrys main markets and accounted for a significant portion of credit
cards and current accounts sold.
Real Estate Center: Also during fiscal year 2006, we created the Real Estate Center, which
strengthens and encourages placement of mortgage loans through the interaction with the
loan-originating realtors. In order to do so, the center has trained personnel specialized in these
credit lines who provide constant advice to realtors and customized service to each referred
customer.
Wholesale Banking Business
Through the Banks Wholesale Banking Division we carry our banking business with the corporate
sector and other public- and private-sector entities. We provide these customers commercial banking
services as well as investment banking, capital markets, foreign trade, corporate and real-estate
business development services and non-financial public sector services. The Wholesale Banking
Division is dedicated to the development of solutions meant to satisfy the needs of customers
pertaining to the different sectors of the economy. One of its main objectives is to continuously
strengthen the ability to create close, lasting relationships between the Bank and companies.
During fiscal year 2006, we continued to increase lending to the different sectors of
activity. In 2006, the Divisions loan portfolio increased by Ps.980 million, up 35% from the 2005
fiscal year-end balance. Loan origination was more than Ps.11,500 million, including the purchase
of checks and negotiable instruments for Ps.7,200 million, an area in which we have maintained a
leading position for several years. For the third consecutive year, we have been leaders in the
leasing market, with an 18% market share. Also, deposits raised within Wholesale Banking Divisions
customers recorded an increase of 32.3%.
In 2005, there was an important expansion of the portfolio of peso-denominated loans, both at
floating, as well as fixed interest rates. In terms of dollar-denominated loans, the Bank entered
into an agreement with the International Finance Corporation, or IFC, to finance investment
projects of export-oriented enterprises, the Bank being the first bank to reach such an agreement
with the IFC after the crisis.
With regards to collection and payment services, the product offering was broadened through
the launch of new products and services and the implementation of improvements meant to make
businesses operations easier. Our income from this activity increased by 29.7% in 2006 as compared
to fiscal year 2005. For example, in order to make collections more efficient and faster, Cobranzas
con Tarjetas was launched, a new service that allows companies to receive their customers payments
directly at self-service terminals and ATMs that are part of the Banelco network, by means of a
magnetic card. In the same line, in 2005, we were the first financial institution to provide our
customers support in connection with the Argentine Tax Authoritys new on-line tax-payment system,
thereby becoming a leader in terms of the number of related transactions and increasing our market
share in such area.
Also, there were innovative developments in Galicia Office, the leading e-banking channel for
corporations. Since the end of 2005, this system added the ability to request transfers abroad.
In order to continue to develop geographical areas and customers, in September 2006 we opened
a new Corporate Banking Center in San Miguel de Tucumán, which was an addition to those located at
Rosario, Mar del Plata, Mendoza and Córdoba. Each of these centers offer specialized counseling on
SMEs, agribusiness, corporate and foreign trade services. Furthermore, in line with the strategy of
providing more and better services to companies and their staff, during 2006, we installed a
significant number of ATMs on various companies premises.
-27-
With regards to commercial cards, in 2006, we launched VISA Corporate Aerolíneas Plus, a
credit card exclusively for the corporate sector. The Visa Business Banco Galicia card was in first
place in terms of market share over the total of Commercial Cards Visa, both in terms of amount of
purchases and number of accounts and active cards, a position it had attained in 2005, and Tarjeta
Galicia Rural (Galicia Rural Card) also increased its leadership.
The wholesale Banking Division continued to promote activities focused on agro-industrial
training, among the most important of which was the subscription of an agreement with the Austral
University in order to foster the education on agribusiness an agreement that included special
discounts for customers willing to take part in the Executive Master in Agribusiness as well as in
seminars and special programs and the sponsorship of the educations programs of CEIDA
(Agro-industrial Leadership Educational Center) and EGEA (distance learning for agro-industrial
business management), both of the Argentine Rural Society.
Corporate Banking
The Banks Corporate Banking unit specializes in services to large economic groups. We have
strengthened our position in this segment in the last few years, having recorded an important
increase in activity levels, mainly with respect to collection, payment and foreign trade services.
In 2006, we achieved again closer relationships with companies within this segment, through the
supply of custom-made products and services, mainly related to collections and value-added
technological solutions.
The increase in the number of customers required the hiring of new personnel in order to
maintain the personalized, specialized service the Bank always provided these customers.
Middle-Market Banking
Through the Banks Middle-Market Banking department, we provide services to SMEs and
agribusiness segments, in which we are leaders and which constitute strategic objectives where the
challenge is in maintaining the leading position we have had for so many years. Likewise, based on
customer knowledge and relations, we have established ourselves as an important player in the large
middle-market corporate sector, due to our active role in the financing of working capital and
investment projects and our leasing business.
Through Galicia Convenios (Galicia Agreements), in 2006, new financing agreements were
executed with prime companies and institutions in order to offer special benefits with regards to
interest rates and maturities. The goal of Galicia Convenios is to achieve synergies stemming from
the relationship between the Bank and large corporations, SMEs and agribusinesses, offering each of
them the financial support that benefit both parties.
As in prior years, we maintained an active involvement in programs fostered by the SePyME
(Small- and Medium-Size Enterprises Secretariat) for the financing of investment projects and
capital goods and also used the second tranche of the credit line granted by the IFC in order to
fund export-oriented investment projects. We have also signed an agreement with the Fondo
Tecnológico Argentino (Argentine Technological Fund or FONTAR) to finance technological innovation
projects.
In order to continue to support the growth of SMEs, in December 2006, we launched SMEs
Transformation Program, with the involvement of Banco Galicia, Fundes, Imes, Intel, Microsoft, and
Telecom. This program is a strategic alliance between technological and financial industries
intended for SMEs located in the greater Buenos Aires area and is aimed at strengthening these
companies competitiveness through the implementation of technological improvements such as more
efficient software, hardware and communications. Banco Galicia participates by channeling and
financing these transactions.
During 2006, we strengthened the customer service model through the creation of units
specialized in micro companies and small companies and the addition of a specialized officer,
exclusively for the service of Middle-Market Banking customers within the branch network.
-28-
In addition, we have a close, long-standing relationship with the agribusiness sector, having
always been very close to producers and to the entire value chain. Our Agribusiness Department,
made up of professional agronomists specialized in finance and using state-of-the-art technology,
seeks to understand the producers needs and contribute to their development through the provision
of custom-made financial solutions.
Tarjeta Galicia Rural is the most functional method of payment and credit in the agribusiness
sector. In 2006, Tarjeta Galicia Rural bolstered its continuous growth and confirmed its leadership
in the agricultural cards market with a 60% market share and a significant increase in its active
portfolio and points of sale. In 2006, there was a 65% increase in the amount of purchases made as
compared to the previous fiscal year. During 2006, as in prior years, new financing agreements were
entered into and existing ones were renewed, which included preferential terms and special rates.
These agreements involve the different value chains of the industry as well as different economic
sectors, such as the fuel, spare parts, machinery, seeds, fertilizer, and agrochemical sectors,
among others. Likewise, we carried out successful marketing activities in order to attract users
and dealers. During 2005, these agreements had been extended to suppliers of additional
intermediate goods used by the agribusiness sector, and the use of Tarjeta Galicia Rural was
expanded and generalized in areas outside of the main agriculture regions, such as Santiago del
Estero, Salta and Jujuy.
Investment Banking and Capital Markets
Through the Banks Investment Banking and the Capital Markets Departments, we contribute to
the achievement of the long-term strategic goals of our Wholesale Banking customers and those of
the Bank itself, through the integral development of complex capital market products and services.
Since 2004, and following the dissolution of Galicia Capital Markets S.A., these Departments are
responsible for providing the services previously provided by this subsidiary.
During 2006, we implemented several highly complex financial transactions. We completed the
last debt restructuring and liability swap transactions still pending in connection with the Banks
Wholesale Banking customers and organized several long-term structured products for corporate
customers, including syndicated loans. With regards to mergers and acquisitions, we advised the
Bank regarding the sale of its interests in Inversora Nihuiles S.A. and Inversora Diamante S.A.
Also, during 2006, we strengthened our leading position in the structuring of financial trusts
through our participation in 19 transactions, accounting for Ps.1,490 million in trust assets.
During 2006, we structured and placed eight financial trusts for a total amount of Ps.114 million.
In addition, we structured four financial trusts with the Banks own portfolio, for Ps.434 million,
apart from six financial trusts and two series of negotiable obligations corresponding to the
regional credit-card companies, which amounted to Ps.354 million and Ps.65 million, respectively.
During 2005, we structured and placed four trusts the underlying assets of which were Bank
assets, thus generating funding for Ps.258 million in the aggregate, to support the creation of new
assets. Similarly, the total volume of negotiable obligations and trust structuring and placement
for customers, among them the regional credit-card companies, amounted to Ps.432 million in 2005.
During 2004, these departments worked on the renegotiation of our past due commercial
customers portfolios, and provided customers with investment banking services.
Corporate and Real-Estate Business Development
Through this unit, which reports to the Banks Wholesale Banking Business Division, we develop
business transactions with the corporate sector and leverage and channel the opportunities for
commercial development, structuring and financing of real-estate projects within the residential,
corporate, commercial and tourism-related segments. During 2006, we completed several financing
transactions for hotel undertakings, urban residential projects, and commercial premises belonging
to our customer companies, thus leveraging the development recorded in the Argentine real-estate
industry during this period. Also, during 2006, we closed important real-estate leasing
transactions for business and industrial companies throughout the country, which allowed us to be
considered a financial systems leader in this kind of activity.
-29-
Non-Financial Public Sector
During 2006, we completed the development stage of the Management Tools for Electronic
Government project, having worked in pilot districts, and a final proposal, which was approved by
the Argentine Municipal Federation last November. Initiatives were started in order to implement
such tools in the above-mentioned districts and in the City of Mendoza.
Foreign Trade
The Argentine market has been adapting to the exchange system enforced by the Argentine
Central Bank in the past years, which is relatively flexible in some aspects and more stringent in
others. Foreign trade activities have progressively benefited from the sustained release of foreign
exchange regulations that began in late 2002, despite the introduction of certain controls and
deposit requirements on capital inflows established in 2005.
The volume of foreign-trade transactions routed through us increased to US$ 5,525 million, up
25.5% from 2005. Considering exclusively commercial transactions (i.e., imports and exports), the
increase in 2006 was of 24%, a growth that is higher than that of the total amount of foreign-trade
transactions for the country as a whole, which was 17.8%. In our case, these two items amounted to
US$ 4.1 billion, equivalent to 4.96% of Argentinas foreign trade during 2006. This increase stems
from over 170,000 transactions processed during the year, up 15% from the number of transactions
processed in 2005. During 2005, the volume of foreign-trade transactions channeled through us was
US$ 3,675 million, 46.7% higher than in 2004. Considering exclusively commercial transactions
(i.e., imports and exports), the increase was of 63.8%, higher than the increase in the country as
a whole, which was 20.6%. In our case, the amount of these transactions was US$ 3,219 million,
equivalent to 4.7% of Argentinas foreign trade during 2005, higher than the 3.4% achieved in 2004.
These results were the consequence of a series of actions which, in line with our
relationship banking concept, were meant to make us a clear benchmark for customers with respect
to foreign trade. All these actions allowed us to increase penetration in customers business
transactions and to add 390 new SMEs as foreign-trade customers during 2006, representing an 8%
increase from the previous year-end level. Also, investments continued to be made on the
development and perfecting of versatile IT tools and products that allow customers to operate on
line. All of the above, apart from helping us stand out from our competitors, made companies
transactions easier and contributed to their efficiency.
Through Galicia Factoring y Leasing S.A. we offer international factoring services,
supplementing the Banks services offering and making available to customers all alternatives for
their foreign-trade transactions.
Galicia Office
Galicia Office is e-galicia.coms exclusive section for corporations. Through Galicia Office,
companies may, at no cost, review on line the statements of all their bank products (such as
accounts, loans, investments and receivables from Visa and Galicia Rural transactions). They may
also access a range of information about their entire portfolio of checks and checks returned,
request and confirm checkbooks, make transfers between their accounts and to those of third parties
within or outside the Bank, make investments, inquire about their foreign trade transactions, pay
their employees salaries safely, renew their digital signature online and pay their suppliers.
As in previous years, Galicia Office continued to grow and exceed the levels reached since it
was launched, both in terms of users, queries and transactions, thereby remaining a leader in
electronic corporate banking. Galicia Office, closed fiscal year 2006 with 23,000 active customers,
accounting for 60% of the client base, and an increase in the number of transactions of 64% and in
their volume of 78% as compared to the prior year.
In order to offer more and better technological solutions that optimize operational processes,
we carried out new developments during 2006. Among those developments was the new functionality of
the Payroll Module, which allows for the management of the payroll and direct deposit of salaries
and the control of each transactions status. With respect to payroll direct deposit, the increase
in the aggregate amount of transactions recorded was of approximately 230% between January and
December 2006. Like in previous years, the Foreign-Trade Module
-30-
recorded an increase in the number of users, inquiries and transactions, carrying out
transfers abroad and processing payment orders in the amount of Ps.933 million.
In 2006, a foreign consulting firm was hired to assess Galicia Offices IT security processes.
The evaluation concluded successfully.
Through Galicia Compras, Galicia Offices SMEs customers may access products and services,
from supplies and commonly used materials to specialized services rendered by world-class
suppliers. Through Red de Campo, Galicia Offices customers can find updated information about the
industry, the weather and the marketplace.
Treasury and Asset Management
Through the Banks Treasury Division we provide services and distribute financial products,
among others, to corporations, financial entities, mutual funds, pension and retirement funds
(AFJPs), insurance companies, and others. This Division is responsible for the centralized
management of the Banks treasury operations and its liquidity, as well as the Banks
foreign-exchange and securities portfolio. We undertake securities trading in the different
markets, sometimes in our capacity as agent of the Argentine Over-The-Counter Market, or MAE, and
others through Galicia Valores S.A., a brokerage firm that operates on the BASE. Finally, this
Division is responsible for our international business relations.
Financial Operations
During 2006, highly favorable economic indicators continued to prevail in general. The low yields
registered by assets of mature economies, as well as the significant improvement in the
fundamentals of emerging economies made the emerging markets an attractive destination for
international financial investments. The significant capital inflow recorded during 2006 was
evidenced, among others, in a substantial decrease in Argentinas country risk levels, which
reached an historical low and allowed the spread to other economies in the region to decrease.
During 2005, the capital markets reported a significant improvement, as a result of the
restructuring of the Governments foreign debt. This led to a significant reduction in the
sovereign risk. This improvement continued from that observed during 2003 and 2004.
This context brought about the expansion of traded volumes within the domestic capital market.
With regards to fixed-income instruments, during 2006, the markets traded volume exceeded that of
the previous fiscal year by 11.6%, up from the US$ 73,103 million traded in 2005 to US$ 81,624
million in 2006. This increase was of 106% in 2005 as compared with 2004. In turn, in 2006, the
total amount traded by us reached US$ 2,046 million, with a 33% increase compared to the previous
year, which allowed us to continue increasing our market share. The increase during 2005 amounted
to 366% from 2004 levels. In the equity market, the total traded volume amounted to Ps.80,929
million in 2006, Ps.85,952 million in 2005 and Ps.49,366 million in 2004. Galicia Valores S.A.
contributed with a total of Ps.1,515 million in 2006, accounting for a 1.87% share, Ps.1,524
million in 2005 and Ps.1,312 million in 2004.
During 2006, we successfully placed 25 issuances of financial trust securities and negotiable
obligations, both the Banks and that of third parties, for a total amount of Ps.1,526 million,
thus leading the market. Also, we took part, in our capacity as book runner in the issuance of
securities for Ps.588 million by the Gas I Financial Trust. This financial trust was the first
instrument in the Argentine capital markets developed in order to finance infrastructure works.
During 2005, we successfully placed 20 issuances (our own and that of third parties) of financial
trust securities and negotiable obligations, for a total of Ps.630 million, and were positioned as
one of the primary participants in this market.
With regard to the foreign-exchange market, during 2006, we achieved a new increase in traded
volumes related to foreign-trade operations, thus exceeding the figures recorded in the previous
fiscal year by 20%. In the wholesale foreign-exchange market, the total amount corresponding to
transactions executed by us through the MAE amounted to US$ 5,485 million, which accounted for a
7.99% share. During 2005, as in 2004, we focused especially on foreign-exchange transactions
related to foreign trade, reaching a 47% increase in the volume traded in 2005 as
-31-
compared to 2004. In the foreign-exchange wholesale market, our activity through the MAE
amounted to US$ 5,089 million, ranking as one of the three leading private-sector financial
institutions in December 2005.
Asset Management
Galicia Administradora de Fondos S.A. is the fund manager for the FIMA mutual funds for which
the Bank acts as distributor and custodian. These funds are invested in different assets such as
government securities, shares or bank deposits, depending on the investment objective of each
mutual fund.
During 2006, assets under management increased by 62%, varying from Ps.296.7 million as of
December 30, 2005, to Ps.480.0 million as of December 29, 2006, distributed in a product family
composed of 12 funds. This sound growth was reflected mainly in money market and fixed income
funds, two products with a strong demand from individuals and companies. Market expectations for
2007 are mainly focused on the mutual fund industry continuing growth, in respect of managed volume
as well as product competitiveness.
After the difficult climate created for investors by the economic and financial crisis of 2001
and 2002, interest in these products returned in 2003. Investor interest in this kind of products
continued growing in 2004 and 2005, mainly in time-deposit funds in 2004, and to a lesser extent,
in equity and fixed-income funds and during 2005, mainly in fixed-income funds (bonds) and
money-market funds (basically, investing in remunerated bank accounts and time deposits), which
totaled Ps.296.7 million as of December 31, 2005 compared to Ps.170 million as of December 31,
2003.
International
The Office of International Banking and Financing Relations is responsible for managing our
business relations with correspondent banks, international credit agencies and international mutual
funds.
In 2006, the improved perception of Argentina within the international economic community and
our positive image supported by constant presence in international events brought about a larger
offering of commercial lines by correspondents, together with new improvements in terms offered,
both maturities and costs, which allowed us to comfortably attend to all foreign-trade transactions
by our customers. Also, with resources provided by the IFC, we continued to finance
environmentally-friendly medium- and long-term investment projects by SMEs active in the
agribusiness and export sectors.
In 2005, we recorded a gradual increase in trade facilities from our correspondent banks, with
a gradual reduction of spreads and extension of terms, which allowed us to attend to all of the
foreign-trade transactions of our customers. The IFC line was approved in May 2005 for US$ 40
million and a seven year tenor.
Until the first half of 2004, this units activities mainly concentrated on its participation
our foreign debt restructuring process and the winding down of our operating units abroad. See
HistoryRestructuring of Our Subsidiaries DebtBanco Galicia. In the second half of 2004, this
sectors activities focused on resuming international relations with the purpose of reestablishing
foreign financing sources for the development of our business.
Sudamericana Holding S.A.
Sudamericana is a group of life, retirement and property and casualty, or P&C, insurance
companies. We own an 87.5% ownership interest in Sudamericana. Banco Galicia holds the remaining
12.5%. In line with our strategy, this investment allows us to implement our plan to consolidate
our leadership as a financial services provider and supplement those businesses that Banco Galicia
may only conduct to a limited extent due to prevailing regulations.
Total insurance production (amount of premiums written) of life, retirement and P&C insurance
companies controlled by Sudamericana amounted to Ps.54.9 million during 2006. As of December 31,
2006, Sudamericanas subsidiaries had more than 2.2 million insured taking into account all of the
insurance sectors in which it conducts
-32-
business, both through individual and group policies. The amount of premiums written in 2006
was 45.0% higher than in the previous year (excluding Instituto de Salta Compañía de Seguros de
Vida S.A.s turnover in 2005 due to the sale of this company in April 2005).
In 2006, the focus was placed on continuing to increase the companys turnover by increasing
sales and improving the insurance policy laps ratio, strengthening distribution through the bank
assurance model and improving customer service quality. In 2006, Ps.30.9 million of annualized
premiums were sold, 20% higher than in the prior year. In June 2006, in order to continue improving
operating efficiency, Galicia Vida Compañía de Seguros S.A. (the groups life company, referred to
as Galicia Vida) and Galicia Patrimoniales (the groups P&C company) were merged into Galicia
Seguros, which allowed for a reduction in administrative expenses and the simplification of a large
number of processes.
The business plan for the short-term is targeted at expanding the turnover volume, which,
together with improvements in operating efficiency, will allow for greater profitability.
Net Investment S.A.
Net Investment S.A., or Net Investment, provides B2B e-commerce support services and virtual
markets for transactions between companies and suppliers. Our ownership interest in the company is
87.5%, while the remaining 12.5% is held by Banco Galicia. Net Investment was a holding company
whose initial purpose was to invest and develop businesses related to technology, communications,
the internet, connectivity, and contents, in projects with positive cash flows and profits. On
February 1, 2007 Tradecom Argentina -the only operating subsidiary of Net Investment- was merged
into Net Investment and the merger was registered with the Inspección General de Justicia, the
Argentine Superintendency of Companies, or IGJ.
During 2006, Tradecom Argentina S.A. continued with its commercial policy aimed at improving
its products, such as the Current Account Viewer and the Suppliers Portal. It also developed
new products such as invoice preloading, the retention certificates module and the delivery
activation service. In addition, we carried out constant research and development of products.
Sales increased considerably from those recorded for fiscal year 2005 due to the incorporation of
major customers from Brazil that had been previously serviced by Tradecom Brasil S.A. Our objective
is to continue participating in this business, where the increasing interest of companies for the
use of e-procurement services is significant and in activities that contribute to our comprehensive
business and that of Banco Galicia.
Galicia Warrants S.A.
We own 87.5% of the capital stock of Galicia Warrants S.A., or Galicia Warrants, a company
dedicated to the issuance of deposit certificates and warrants, and the remaining 12.5% interest is
owned by Banco Galicia. Founded in 1993, Galicia Warrants is a leading company in its market.
Through the custody of goods, Galicia Warrants supports the business of its customers, medium and
large companies, and enables such customers access to credit and financing guaranteed by the
property kept in its custody and evidenced by the corresponding certificates it issues.
Both the production increase of export-related sectors, among which the agriculture and
livestock sector had an outstanding performance, which was favored by high commodity prices, and
the increase in credit demand caused Galicia Warrants to increase its activity level, mainly in the
agro-industry and commodity sectors, which allowed it to improve its results of operations while
maintaining a selected customer base. The sustained growth of Argentinas real economy and of its
financial system will be determining factors for the success of Galicia Warrants. In the present
context, Galicia Warrants is expected to increase its activity level.
Galval Agente de Valores S.A.
We hold a 100% interest in Galval, a company that provides brokerage services in Uruguay. As
of September 2005, Galval started to operate gradually and, as of December 31, 2006, it held
securities in custody in
-33-
the amount of US$ 156.0 million, an amount considerably higher than the US$ 11.8 million at
the end of the previous fiscal year.
Competition
Due to our financial holding structure, competition is experienced at the level of our
operating subsidiaries. We face strong competition in most of the areas in which we are active. For
a breakdown of total revenues, for each of the past three fiscal years, for the three activities
discussed below (i.e. banking, credit-cards and insurance), please see Item 5. Operating and
Financial Review and ProspectsItem 5A. Operating ResultsResults by Segments.
Banking
Banco Galicia faces significant competition in all of its principal areas of operation.
The Bank faces competition from foreign banks operating in Argentina, mainly large retail
banks which are subsidiaries or branches of banks with global operations, Argentine national and
provincial government-owned banks, private-sector domestic banks and to a lesser extent from
cooperative banks, as well as from non-bank financial institutions.
In respect of private-sector customers, the relevant segment for the Bank, competition is
increasing from the large foreign retail banks and from certain domestically-owned private-sector
banks, which prior to the crisis operated in merchant or private banking and that after the crisis
acquired the retail operations of banks that left the business as a result of the crisis.
Competition from public-sector banks has decreased from the immediate post-crisis period, as the
public initially attracted to such institutions as a safe harbor began to search for better service
with private-sector financial institutions.
The Banks estimated deposit market share of private-sector deposits in the Argentine
financial system only, based on daily information published by the Argentine Central Bank,
increased to 8.43% as of December 31, 2006, compared to 7.96% as of December 31, 2005 and 7.07% as
of December 31, 2004.
The Bank has consistently increased its deposit market share following the 2001-2002 crisis
and is one of the leading banks in Argentina and the largest domestically owned private-sector bank
measured by its assets. As of December 31, 2006, measured by its deposits in Argentina only, the
Bank was ranked fifth in the whole financial system and third among private-sector banks (including
foreign banks).
In terms of the overall business, the Bank has a leadership position in the retail market, is
one of the leading providers of commercial banking services and has a leadership position in the
middle-market and agribusiness sectors.
For information on the Argentine banking system, please see Argentine Banking System and
RegulationArgentine Banking System.
Regional Credit-Card Companies
No official data is available about the consumer finance market of the different regions of
the interior of Argentina in which the regional credit-card companies operate. However, the
operation of the regional credit-card companies is estimated to be the largest in its kind in
Argentina. Since 2005, and especially during 2006, the regional credit-card companies have faced
increased competition in the segments in which they operate, partly from the banking system in
search for new market niches and partly from other players, both local and foreign. After the
2001-2002 economic crisis, which significantly affected these companies competitors and led many
of them to cease operations, and until 2004, competition had been relatively low.
Insurance Industry
-34-
During 2006, the industry consolidation continued. The number of insurance companies
authorized by the National Insurance Superintendency decreased from 175 at the end of 2005 to 170
at the end of 2006.
Total insurance is gradually resuming the growth pace it had experienced before the economic
crisis that took place in 2001, reaching in 2006, and pursuant to official estimates, Ps.17,236
million in premiums written expressed in current values, 28.1% higher than in the previous year.
This growth was mainly driven by workers compensation (50.1%) and life insurance (33.6%) sectors.
Meanwhile, retirement insurance recovered from the decrease of the previous year and increased
24.9% when compared to 2005.
The property insurance sector reached Ps.11,994 million (70% of total insurance for 2006).
Automotive insurance continues to be the most important segment in terms of volume of premiums
written (it represents 44.6% of the property insurance sector) and, even though it increased 20.6%
when compared to the previous year, it increased at a lower rate in comparison to the other
sectors.
In turn, the individual insurance sector reached Ps.5,242 million (30% of total insurance for
2006, 20% corresponding to life insurance and 10% to retirement insurance). In 2006,
non-pension-linked life insurance represented 41.4% of the individual insurance sector, followed by
pension-linked retirement insurance (26.0%), pension-linked life insurance (25.3%), and the rest of
the retirement insurance sector (7.3%).
Sales and Marketing
Banco Galicias distribution capabilities are our principal marketing channel.
Through Banco Galicia, we operate one of the most extensive and diversified distribution
networks among private-sector financial institutions in Argentina. The Banks distribution network
is one of the largest and most flexible distribution platforms in the country and has a nationwide
coverage.
The Bank markets all of its financial products and services to high-, medium- and
medium-low-income individuals, including loans, insurance and FIMA family of mutual funds, through
its branch network. Within the branches, the sales force is specialized by segment. The Banks
sales policy encourages tellers to perform sales functions as well. Wealthy individuals who are
private banking customers are served by specialized officers through a special network of service
centers and a head office facility. The Banks distribution channel for the non-bancarized segment
of the population is the network of offices of the regional credit-card companies.
Commercial banking services to large corporations (including medium to large companies) and
banks are provided in a centralized manner. Branch officers are responsible for the Banks
relationship with middle-market and small businesses and most of the agriculture/livestock sector
customers.
All of the Banks individual and corporate customers have access to the Banks electronic
distribution channels, including the ATM network and self-service terminals, a multifunction call
center, the e-banking website and to banking services through the cell phone. The Banks call
center includes the telephone-banking service and performs sales and post-sale service, provides
advice, receives complaints and performs credit recovery functions. During the month of December
2006, 77.8% of customer transactions were made through the Banks alternative channels.
In addition, the Bank has a special sales unit specializing in marketing various retail
banking products and services, and a centralized unit specializing in the marketing of mortgage
loans, which works together with realtors.
In 2005, a new sales and service model was designed and implemented, with the purpose of
increasing commercial efficacy, establishing an integrated strategy among the different
distribution channels and improving the quality of service. In order to achieve these goals, the
Bank made progress in the specialization of the distribution channels (readjusting the product
offering by segment/channel), the development of the payroll direct deposit business, the redesign
of the customer service model at the branches, and the attraction of new open-market customers. A
plan for the migration of cash operations to automatic means in order to reduce the operating
burden and waiting time at the branches was also added. In 2006, the new customer service model
implemented in all
-35-
branches during the previous year was reinforced. To this end, customer service was redefined
for a larger number of branches through the assignment of business officers for medium- and
high-income individuals as well as for companies. In the latter case, emphasis was placed on the
development of the agricultural and livestock sector and the whole range of the SMEs segment.
The Bank uses a data warehouse to perform segmentation and profitability analyses, estimate
performance patterns and cross-selling indices and forecast client response based on historical
information and data-mining. The Bank has a customer oriented service approach and a segmented
marketing approach. In the late 1990s, the data warehouse capabilities began to be used to design
marketing campaigns focused on specific segments of the Banks customer base. The Banks marketing
strategy is focused on the development of long-term relationships with customers based on its
knowledge of those customers. As part of this client-oriented strategy, in the late 1990s, the Bank
began to implement customer relationship management technology to support continuous improvement of
its relationship with customers.
Since 2003, the Bank implemented several programs mainly aimed at improving customer focus
among Bank team members. As a consequence, Banco Galicias image and top of mind (immediate brand
recollection) improved significantly. The Banks investment in advertisement continued to increase
since then, accompanying the general markets trend and particularly, the financial systems
increase in investment and number of advertisers. These actions, along with massive events in
shopping centers across the country and many direct-marketing actions have reinforced the
perception of the Bank as a close and friendly bank and have strengthened the image of the brand,
allowing the Bank to regain the top of mind leadership in its category.
The Bank considers quality of service as an element capable of distinguishing it from
competitors. In order to measure this indicator, the Bank performs various surveys. The customer
satisfaction surveys for the last quarter of 2003 and 2004 showed a significant upturn in customers
satisfaction rates, which regained the pre-crisis levels. During 2005, the Bank implemented new
measures and activities, especially at the branch level, and during 2006, started the
implementation of a three-year plan for the purpose of strengthening the organizational culture
through certain values such as commitment, kindness, and accuracy, while continuing with the
assessment of service quality at the branches.
This assessment is part of an incentive program and is based on the ongoing monitoring of the
following indicators: customer satisfaction, service quality and the response to claims. The
general score received by the branches in terms of quality of service averaged 8.96 points (from
10), and 127 branches exceeded the goal set up for the fiscal year, which was 8.80 points. Also, as
done every year since 2001, a benchmarking survey was jointly carried out with the main competitor
banks. The survey results awarded the Bank first place with respect to customer satisfaction.
In November 2005, the Bank adhered to the Code of Banking Practices established by the four
bank associations of Argentina, which will further contribute to the improvement of the quality of
service offered by the Bank.
Property
The following are our main principal assets:
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Square |
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Property |
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Address |
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Meters |
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Main Uses |
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Grupo Financiero Galicia |
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- Owned
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-Tte. Gral. Juan D. Perón 456, 2nd floor, Buenos Aires, Argentina
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146 |
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Administrative activities |
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-Maipú 241, Buenos Aires, Argentina (1)
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1,619 |
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Administrative activities |
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Galicia Retiro Compañía de Seguros S.A. |
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- Owned
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-Maipú 241, Buenos Aires, Argentina
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723 |
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Administrative activities |
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Galicia Vida Compañía de Seguros S.A. |
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- Owned
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-Maipú 241, Buenos Aires, Argentina
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915 |
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Administrative activities |
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Net Investment S.A. |
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- Owned
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-Tte. Gral. Juan D. Perón 456, 2nd floor, Buenos Aires, Argentina
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45 |
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Administrative activities |
-36-
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Square |
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Property |
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Address |
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Meters |
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Main Uses |
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- Rented
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-25 de Mayo 702, 3rd floor, Buenos Aires, Argentina
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290 |
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Administrative activities |
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Galicia Warrants S.A. |
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- Owned
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-Tte. Gral. Juan D. Perón 456, 6th floor, Buenos Aires, Argentina
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118 |
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Administrative activities |
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-Ruta Nacional 18, Km. 209, San Salvador, Entre Ríos, Argentina
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47,917 |
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Storage |
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- Rented
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-Alto Verde, Chicligasta, Tucumán, Argentina
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2,000 |
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Storage |
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-Alsina 3450, San Miguel de Tucumán, Tucumán, Argentina
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12,800 |
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Storage |
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-Pasaje 1° de Mayo Esquina 25 de Mayo, Barrio el Corte Alderete, Tucumán, Argentina
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2,000 |
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Storage |
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-Ruta Prov. 316 km. 14, Obispo Colombres, Depto. Alta Cruz, Tucumán, Argentina
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3,000 |
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Storage |
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-San Martín 784, San Miguel de Tucumán, Tucumán, Argentina
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85 |
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Administrative activities |
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Banco de Galicia y Buenos Aires S.A. |
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- Owned
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-Tte. Gral. Juan D. Perón 407, Buenos Aires, Argentina
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17,270 |
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Administrative activities |
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-Florida 361, Buenos Aires, Argentina
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7,340 |
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Administrative activities |
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- Rented
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-Tte. Gral. Juan D. Perón 525, Buenos Aires, Argentina
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9,325 |
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Administrative activities |
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-San Martín 178/200, Buenos Aires, Argentina
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3,630 |
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Administrative activities |
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Banco Galicia Uruguay S.A. |
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- Owned
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-Luis Alberto Herrera 1248, 21st and 22nd floors, Edificio World Trade
Center, Montevideo, Uruguay
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880 |
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Administrative activities |
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-Punta del Este, Uruguay
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Former Branch |
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- Rented
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-Montevideo, Uruguay
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Storage |
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Tarjeta Naranja S.A. |
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- Owned
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-Sucre 152, 154 and 541, Córdoba, Argentina
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6,500 |
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Administrative activities |
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-San Jerónimo 2348, 2350, Santa Fe, Argentina
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1,500 |
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Administrative activities |
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- Rented
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-Sucre 145/151, La Rioja 364 and 375, and Los Andes 197, Córdoba, Argentina
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6,100 |
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Administrative
activities, printing
centre and storage |
Tarjetas Cuyanas S.A. |
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- Rented
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-Belgrano 1415, Mendoza, Argentina
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1,160 |
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Administrative activities |
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-Olascoaga 348, San José, Mendoza, Argentina
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580 |
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Storage |
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Tarjetas del Mar S.A. |
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- Rented
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-Luro 3001, Mar del Plata, Buenos Aires, Argentina
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240 |
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Administrative Activities |
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-Luro 2943, Mar del Plata, Buenos Aires, Argentina
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765 |
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Administrative Activities |
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(1) |
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We lease seven units to the Bank, equivalent to 1,373 square meters, for Ps.14,800 per month, and hold a 45 square meters unit vacant for
storage. The remaining unit is occupied by Galicia Vida. |
In addition, in 1994, Banco Galicia purchased the building located at Reconquista
188/200, in Buenos Aires and, between 1992 and 2000, it purchased the building located at Tte.
Gral. Juan D. Perón 444, in Buenos Aires. In these locations, the Bank is constructing a new
corporate tower. The Bank will centralize a significant portion of its offices that are currently
in the vicinity in this new corporate tower. The new corporate tower consists of approximately
42,000 square meters. The construction works are expected to be completed during 2007 and the
estimated investment for 2007 is of approximately Ps.44.6 million.
As of December 31, 2006, our distribution network consisted of:
-Banco Galicia: 232 branches located in Argentina, 137 of which were owned and 95 of
which were rented by Banco Galicia, located in all of Argentinas 23 provinces.
-Tarjeta Naranja S.A.: 92 sales points located in 21 of the 23 Argentine provinces, 91 of
which were rented by the company.
-Tarjetas Cuyanas S.A.: 19 sales points located in the provinces of Mendoza, San Juan,
San Luis, La Pampa, La Rioja, Catamarca, Neuquén and Tucumán. All of them were
rented.
-Tarjetas del Mar S.A.: 3 sales points located in the Province of Buenos Aires. Both the
Head Office and the branches were rented.
Selected Statistical Information
You should read this information in conjunction with the other information provided in this
annual report, including our audited consolidated financial statements and Item 5. Operating and
Financial Review and Prospects. We prepared this information from our financial records, which are
maintained under accounting methods established by the Argentine Central Bank under Argentine
Banking GAAP, and do not reflect adjustments necessary to reflect the information in accordance
with U.S. GAAP.
-37-
Unless otherwise stated, in this section the exchange rate used to convert foreign currency
amounts into pesos was the exchange rate as of each relevant date or period end that the Argentine
Central Bank quoted. For the preparation of the financial statements as of December 31, 2004,
December 2005 and 2006, the exchange rates used were Ps.2.9738, Ps.3.0315 and Ps.3.0695 per US$
1.00, respectively. See Item 3. Key InformationExchange Rate Information.
Information included in this section as of and for the three fiscal years ended December 31,
2006 does not include any effect of inflation accounting. Information included in this section as
of and for the fiscal year ended December 31, 2002 and 2003 include the effects of inflation
accounting through February 28, 2003. See Presentation of Financial Information.
High rates of inflation affect the comparability of financial performance on a
period-to-period basis. Although inflation accounting improves the comparability of the financial
information, it does not eliminate or correct many of the distortions created by inflation that
will affect period-to-period comparisons of financial information.
Average Balance Sheet and Income from Interest-Earning Assets and Expenses from Interest-Bearing
Liabilities
The average balances of interest-earning assets and interest-bearing liabilities, including
the related interest receivable and payable, are calculated on a daily basis for Banco Galicia,
Galicia Uruguay and Tarjetas Regionales S.A. on a consolidated basis. The average balances of
interest-earning assets and interest bearing liabilities are calculated on a monthly basis for
Grupo Financiero Galicia and its other non-banking subsidiaries.
Average balances have been separated between those denominated in pesos and those denominated
in dollars. The nominal interest rate is the amount of interest earned or paid during the period
divided by the related average balance.
Net gains/losses on government securities and related differences in market quotations are
included in interest earned. We manage our trading activities in government securities as an
integral part of our business. We do not distinguish between interest income and market gains or
losses on its government securities portfolio. The non-accrual loans balance is included in the
average loan balance calculation.
The following table shows our consolidated average balances, interest earned or paid and
nominal interest rates for interest-earning assets and interest-bearing liabilities for the fiscal
year ended December 31, 2006.
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Fiscal Year Ended December 31, 2006 (*) |
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Pesos |
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Dollars |
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Total |
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Interest |
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Average |
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Interest |
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Average |
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Interest |
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Average |
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Average |
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Earned/ |
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Yield/ |
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Average |
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Earned/ |
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Yield/ |
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Average |
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Earned/ |
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Yield/ |
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Balance |
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Paid |
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Rate |
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Balance |
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Paid |
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Rate |
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Balance |
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Paid |
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Rate |
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(in millions of pesos, except rates) |
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Assets |
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Government Securities |
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Ps. |
3,501.5 |
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Ps. |
252.5 |
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7.21 |
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Ps. |
1,174.3 |
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Ps. |
60.0 |
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5.11 |
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Ps. |
4,675.8 |
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Ps. |
312.5 |
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6.68 |
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Loans |
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Private Sector |
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5,148.2 |
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754.0 |
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14.65 |
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1,333.3 |
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75.1 |
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5.63 |
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6,481.5 |
|
|
|
829.1 |
|
|
|
12.79 |
|
Public Sector |
|
|
4,369.5 |
|
|
|
496.3 |
|
|
|
11.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,369.5 |
|
|
|
496.3 |
|
|
|
11.36 |
|
|
|
|
Total Loans |
|
|
9,517.7 |
|
|
|
1,250.3 |
|
|
|
13.14 |
|
|
|
1,333.3 |
|
|
|
75.1 |
|
|
|
5.63 |
|
|
|
10,851.0 |
|
|
|
1,325.4 |
|
|
|
12.21 |
|
|
|
|
Other(1) |
|
|
1,778.4 |
|
|
|
125.5 |
|
|
|
7.06 |
|
|
|
4,447.4 |
|
|
|
158.8 |
|
|
|
3.57 |
|
|
|
6,225.8 |
|
|
|
284.3 |
|
|
|
4.57 |
|
|
|
|
Total Interest-Earning Assets |
|
|
14,797.6 |
|
|
|
1,628.3 |
|
|
|
11.00 |
% |
|
|
6,955.0 |
|
|
|
293.9 |
|
|
|
4.23 |
% |
|
|
21,752.6 |
|
|
|
1,922.2 |
|
|
|
8.84 |
% |
|
Cash and Gold |
|
|
432.7 |
|
|
|
|
|
|
|
|
|
|
|
210.0 |
|
|
|
|
|
|
|
|
|
|
|
642.7 |
|
|
|
|
|
|
|
|
|
Equity in Other Companies |
|
|
561.1 |
|
|
|
|
|
|
|
|
|
|
|
44.2 |
|
|
|
|
|
|
|
|
|
|
|
605.3 |
|
|
|
|
|
|
|
|
|
Other Assets |
|
|
1,970.2 |
|
|
|
|
|
|
|
|
|
|
|
80.8 |
|
|
|
|
|
|
|
|
|
|
|
2,051.0 |
|
|
|
|
|
|
|
|
|
Allowances |
|
|
(348.8 |
) |
|
|
|
|
|
|
|
|
|
|
(88.3 |
) |
|
|
|
|
|
|
|
|
|
|
(437.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
Ps. |
17,412.8 |
|
|
|
|
|
|
|
|
|
|
Ps. |
7,201.7 |
|
|
|
|
|
|
|
|
|
|
Ps. |
24,614.5 |
|
|
|
|
|
|
|
|
|
|
-38-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2006 (*) |
|
|
Pesos |
|
|
Dollars |
|
|
Total |
|
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
Average |
|
|
Earned/ |
|
|
Yield/ |
|
|
Average |
|
|
Earned/ |
|
|
Yield/ |
|
|
Average |
|
|
Earned/ |
|
|
Yield/ |
|
|
|
Balance |
|
|
Paid |
|
|
Rate |
|
|
Balance |
|
|
Paid |
|
|
Rate |
|
|
Balance |
|
|
Paid |
|
|
Rate |
|
|
|
(in millions of pesos, except rates) |
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Accounts |
|
|
536.8 |
|
|
|
21.0 |
|
|
|
3.91 |
|
|
|
122.0 |
|
|
|
|
|
|
|
|
|
|
|
658.8 |
|
|
|
21.0 |
|
|
|
3.19 |
|
Saving Accounts |
|
|
1,283.0 |
|
|
|
4.4 |
|
|
|
0.34 |
|
|
|
506.3 |
|
|
|
|
|
|
|
|
|
|
|
1,789.3 |
|
|
|
4.4 |
|
|
|
0.25 |
|
Time Deposits |
|
|
4,556.3 |
|
|
|
405.8 |
|
|
|
8.91 |
|
|
|
741.6 |
|
|
|
9.6 |
|
|
|
1.29 |
|
|
|
5,297.9 |
|
|
|
415.4 |
|
|
|
7.84 |
|
|
|
|
Total Interest-Bearing Deposits |
|
|
6,376.1 |
|
|
|
431.2 |
|
|
|
6.76 |
|
|
|
1,369.9 |
|
|
|
9.6 |
|
|
|
0.70 |
|
|
|
7,746.0 |
|
|
|
440.8 |
|
|
|
5.69 |
|
|
Argentine Central Bank |
|
|
6,083.0 |
|
|
|
769.5 |
|
|
|
12.65 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
6,083.1 |
|
|
|
769.5 |
|
|
|
12.65 |
|
Other Financial Entities |
|
|
265.9 |
|
|
|
35.1 |
|
|
|
13.20 |
|
|
|
172.9 |
|
|
|
11.3 |
|
|
|
6.54 |
|
|
|
438.8 |
|
|
|
46.4 |
|
|
|
10.57 |
|
Debt Securities |
|
|
170.7 |
|
|
|
24.4 |
|
|
|
14.29 |
|
|
|
3,261.7 |
|
|
|
270.5 |
|
|
|
8.29 |
|
|
|
3,432.4 |
|
|
|
294.9 |
|
|
|
8.59 |
|
Other |
|
|
108.8 |
|
|
|
12.2 |
|
|
|
11.21 |
|
|
|
1,084.9 |
|
|
|
96.2 |
|
|
|
8.87 |
|
|
|
1,193.7 |
|
|
|
108.4 |
|
|
|
9.08 |
|
|
|
|
Total Interest-Bearing
Liabilities |
|
|
13,004.5 |
|
|
|
1,272.4 |
|
|
|
9.78 |
|
|
|
5,889.5 |
|
|
|
387.6 |
|
|
|
6.58 |
|
|
|
18,894.0 |
|
|
|
1,660.0 |
|
|
|
8.79 |
|
|
Demand deposits |
|
|
1,735.8 |
|
|
|
|
|
|
|
|
|
|
|
20.6 |
|
|
|
|
|
|
|
|
|
|
|
1,756.4 |
|
|
|
|
|
|
|
|
|
Other Liabilities |
|
|
1,651.9 |
|
|
|
|
|
|
|
|
|
|
|
518.8 |
|
|
|
|
|
|
|
|
|
|
|
2,170.7 |
|
|
|
|
|
|
|
|
|
Minority Interests |
|
|
144.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
144.1 |
|
|
|
|
|
|
|
|
|
Shareholders Equity |
|
|
1,649.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,649.3 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Equity |
|
Ps. |
18,185.6 |
|
|
|
|
|
|
|
|
|
|
Ps. |
6,428.9 |
|
|
|
|
|
|
|
|
|
|
Ps. |
24,614.5 |
|
|
|
|
|
|
|
|
|
|
Spread and Net Yield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Spread |
|
|
|
|
|
|
|
|
|
|
1.22 |
% |
|
|
|
|
|
|
|
|
|
|
(2.35 |
)% |
|
|
|
|
|
|
|
|
|
|
0.05 |
% |
Cost of Funds Supporting
Interest-Earning Assets |
|
|
|
|
|
|
|
|
|
|
8.60 |
|
|
|
|
|
|
|
|
|
|
|
5.57 |
|
|
|
|
|
|
|
|
|
|
|
7.63 |
|
Net Yield on Interest-Earning
Assets |
|
|
|
|
|
|
|
|
|
|
2.41 |
|
|
|
|
|
|
|
|
|
|
|
(1.35 |
) |
|
|
|
|
|
|
|
|
|
|
1.21 |
|
|
|
|
|
(*) |
|
Rates include the CER adjustment. |
|
(1) |
|
Includes the amounts corresponding to the Hedge Bond to be received, among others. |
The following table shows our consolidated average balances, interest earned or paid and
nominal interest rates for interest-earning assets and interest-bearing liabilities for the fiscal
year ended December 31, 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2005 (*) |
|
|
Pesos |
|
|
Dollars |
|
|
Total |
|
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
Average |
|
|
Earned/ |
|
|
Yield/ |
|
|
Average |
|
|
Earned/ |
|
|
Yield/ |
|
|
Average |
|
|
Earned/ |
|
|
Yield/ |
|
|
|
Balance |
|
|
Paid |
|
|
Rate |
|
|
Balance |
|
|
Paid |
|
|
Rate |
|
|
Balance |
|
|
Paid |
|
|
Rate |
|
|
|
(in millions of pesos, except rates) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government Securities |
|
Ps. |
4,945.8 |
|
|
Ps. |
660.9 |
|
|
|
13.36 |
|
|
Ps. |
801.9 |
|
|
Ps. |
16.4 |
|
|
|
2.05 |
|
|
Ps. |
5,747.7 |
|
|
Ps. |
677.3 |
|
|
|
11.78 |
|
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Sector |
|
|
3,917.2 |
|
|
|
610.3 |
|
|
|
15.58 |
|
|
|
989.9 |
|
|
|
39.6 |
|
|
|
4.00 |
|
|
|
4,907.1 |
|
|
|
649.9 |
|
|
|
13.24 |
|
Public Sector |
|
|
4,839.8 |
|
|
|
714.9 |
|
|
|
14.77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,839.8 |
|
|
|
714.9 |
|
|
|
14.77 |
|
|
|
|
Total Loans |
|
|
8,757.0 |
|
|
|
1,325.2 |
|
|
|
15.13 |
|
|
|
989.9 |
|
|
|
39.6 |
|
|
|
4.00 |
|
|
|
9,746.9 |
|
|
|
1,364.8 |
|
|
|
14.00 |
|
|
|
|
Other(1) |
|
|
1,584.4 |
|
|
|
134.6 |
|
|
|
8.50 |
|
|
|
4,765.2 |
|
|
|
138.7 |
|
|
|
2.91 |
|
|
|
6,349.6 |
|
|
|
273.3 |
|
|
|
4.30 |
|
|
|
|
Total Interest-Earning Assets |
|
|
15,287.2 |
|
|
|
2,120.7 |
|
|
|
13.87 |
% |
|
|
6,557.0 |
|
|
|
194.7 |
|
|
|
2.97 |
% |
|
|
21,844.2 |
|
|
|
2,315.4 |
|
|
|
10.60 |
% |
|
Cash and Gold |
|
|
357.1 |
|
|
|
|
|
|
|
|
|
|
|
184.2 |
|
|
|
|
|
|
|
|
|
|
|
541.3 |
|
|
|
|
|
|
|
|
|
Equity in Other Companies |
|
|
446.7 |
|
|
|
|
|
|
|
|
|
|
|
43.5 |
|
|
|
|
|
|
|
|
|
|
|
490.2 |
|
|
|
|
|
|
|
|
|
Other Assets |
|
|
1,901.2 |
|
|
|
|
|
|
|
|
|
|
|
89.3 |
|
|
|
|
|
|
|
|
|
|
|
1,990.5 |
|
|
|
|
|
|
|
|
|
Allowances |
|
|
(555.7 |
) |
|
|
|
|
|
|
|
|
|
|
(72.4 |
) |
|
|
|
|
|
|
|
|
|
|
(628.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
Ps. |
17,436.5 |
|
|
|
|
|
|
|
|
|
|
Ps. |
6,801.6 |
|
|
|
|
|
|
|
|
|
|
Ps. |
24,238.1 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Accounts |
|
|
536.8 |
|
|
|
15.3 |
|
|
|
2.85 |
|
|
|
78.2 |
|
|
|
|
|
|
|
|
|
|
|
615.0 |
|
|
|
15.3 |
|
|
|
2.49 |
|
Saving Accounts |
|
|
1,023.9 |
|
|
|
4.7 |
|
|
|
0.46 |
|
|
|
364.1 |
|
|
|
|
|
|
|
|
|
|
|
1,388.0 |
|
|
|
4.7 |
|
|
|
0.34 |
|
Time Deposits |
|
|
3,351.3 |
|
|
|
238.9 |
|
|
|
7.13 |
|
|
|
767.8 |
|
|
|
7.9 |
|
|
|
1.03 |
|
|
|
4,119.1 |
|
|
|
246.8 |
|
|
|
5.99 |
|
|
|
|
Total Interest-Bearing Deposits |
|
|
4,912.0 |
|
|
|
258.9 |
|
|
|
5.27 |
|
|
|
1,210.1 |
|
|
|
7.9 |
|
|
|
0.65 |
|
|
|
6,122.1 |
|
|
|
266.8 |
|
|
|
4.36 |
|
|
-39-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2005 (*) |
|
|
Pesos |
|
|
Dollars |
|
|
Total |
|
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
Average |
|
|
Earned/ |
|
|
Yield/ |
|
|
Average |
|
|
Earned/ |
|
|
Yield/ |
|
|
Average |
|
|
Earned/ |
|
|
Yield/ |
|
|
|
Balance |
|
|
Paid |
|
|
Rate |
|
|
Balance |
|
|
Paid |
|
|
Rate |
|
|
Balance |
|
|
Paid |
|
|
Rate |
|
|
|
(in millions of pesos, except rates) |
|
Argentine Central Bank |
|
|
8,341.3 |
|
|
|
1,177.2 |
|
|
|
14.11 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
8,341.6 |
|
|
|
1,177.2 |
|
|
|
14.11 |
|
Other Financial Entities |
|
|
206.6 |
|
|
|
36.8 |
|
|
|
17.81 |
|
|
|
152.0 |
|
|
|
9.8 |
|
|
|
6.45 |
|
|
|
358.6 |
|
|
|
46.6 |
|
|
|
12.99 |
|
Debt Securities |
|
|
101.3 |
|
|
|
9.7 |
|
|
|
9.58 |
|
|
|
3,427.3 |
|
|
|
224.4 |
|
|
|
6.55 |
|
|
|
3,528.6 |
|
|
|
234.1 |
|
|
|
6.63 |
|
Other |
|
|
41.2 |
|
|
|
6.4 |
|
|
|
15.53 |
|
|
|
1,045.7 |
|
|
|
65.0 |
|
|
|
6.22 |
|
|
|
1,086.9 |
|
|
|
71.4 |
|
|
|
6.57 |
|
|
|
|
Total Interest-Bearing
Liabilities |
|
|
13,602.4 |
|
|
|
1,489.0 |
|
|
|
10.95 |
|
|
|
5,835.4 |
|
|
|
307.1 |
|
|
|
5.26 |
|
|
|
19,437.8 |
|
|
|
1,796.1 |
|
|
|
9.24 |
|
|
Demand deposits |
|
|
1,414.3 |
|
|
|
|
|
|
|
|
|
|
|
20.8 |
|
|
|
|
|
|
|
|
|
|
|
1,435.1 |
|
|
|
|
|
|
|
|
|
Other Liabilities |
|
|
1,358.0 |
|
|
|
|
|
|
|
|
|
|
|
310.0 |
|
|
|
|
|
|
|
|
|
|
|
1,668.0 |
|
|
|
|
|
|
|
|
|
Minority Interests |
|
|
127.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
127.9 |
|
|
|
|
|
|
|
|
|
Shareholders Equity |
|
|
1,569.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,569.3 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Equity |
|
Ps. |
18,071.9 |
|
|
|
|
|
|
|
|
|
|
Ps. |
6,166.2 |
|
|
|
|
|
|
|
|
|
|
Ps. |
24,238.1 |
|
|
|
|
|
|
|
|
|
|
Spread and Net Yield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Spread |
|
|
|
|
|
|
|
|
|
|
2.92 |
% |
|
|
|
|
|
|
|
|
|
|
(2.29 |
)% |
|
|
|
|
|
|
|
|
|
|
1.36 |
% |
Cost of Funds Supporting
Interest-Earning Assets |
|
|
|
|
|
|
|
|
|
|
9.74 |
|
|
|
|
|
|
|
|
|
|
|
4.68 |
|
|
|
|
|
|
|
|
|
|
|
8.22 |
|
Net Yield on Interest-Earning
Assets |
|
|
|
|
|
|
|
|
|
|
4.13 |
|
|
|
|
|
|
|
|
|
|
|
(1.71 |
) |
|
|
|
|
|
|
|
|
|
|
2.38 |
|
|
|
|
|
(*) |
|
Rates include the CER adjustment. |
|
(1) |
|
Includes the amounts corresponding to the Compensatory Bond and the Hedge Bond to be received, among others. |
The following table shows our consolidated average balances, interest earned or paid and
nominal interest rates for interest-earning assets and interest-bearing liabilities for the fiscal
year ended December 31, 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2004 (*) |
|
|
Pesos |
|
|
Dollars |
|
|
Total |
|
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
Average |
|
|
Earned/ |
|
|
Yield/ |
|
|
Average |
|
|
Earned/ |
|
|
Yield/ |
|
|
Average |
|
|
Earned/ |
|
|
Yield/ |
|
|
|
Balance |
|
|
Paid |
|
|
Rate |
|
|
Balance |
|
|
Paid |
|
|
Rate |
|
|
Balance |
|
|
Paid |
|
|
Rate |
|
|
|
(in millions of pesos, except rates) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government Securities |
|
Ps. |
1,226.7 |
|
|
Ps. |
78.5 |
|
|
|
6.40 |
|
|
Ps. |
2,012.0 |
|
|
Ps. |
(87.8 |
) |
|
|
(4.36 |
) |
|
Ps. |
3,238.7 |
|
|
Ps. |
(9.3 |
) |
|
|
(0.29 |
) |
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Sector |
|
|
3,213.9 |
|
|
|
490.9 |
|
|
|
15.27 |
|
|
|
907.3 |
|
|
|
44.1 |
|
|
|
4.86 |
|
|
|
4,121.2 |
|
|
|
535.0 |
|
|
|
12.98 |
|
Public Sector |
|
|
7,016.7 |
|
|
|
564.6 |
|
|
|
8.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,016.7 |
|
|
|
564.6 |
|
|
|
8.05 |
|
|
|
|
Total Loans |
|
|
10,230.6 |
|
|
|
1,055.5 |
|
|
|
10.32 |
|
|
|
907.3 |
|
|
|
44.1 |
|
|
|
4.86 |
|
|
|
11,137.9 |
|
|
|
1,099.6 |
|
|
|
9.87 |
|
|
|
|
Other(1) |
|
|
1,385.8 |
|
|
|
92.5 |
|
|
|
6.67 |
|
|
|
4,973.0 |
|
|
|
73.3 |
|
|
|
1.47 |
|
|
|
6,358.8 |
|
|
|
165.8 |
|
|
|
2.61 |
|
|
|
|
Total Interest-Earning Assets |
|
|
12,843.1 |
|
|
|
1,226.5 |
|
|
|
9.55 |
% |
|
|
7,892.3 |
|
|
|
29.6 |
|
|
|
0.38 |
% |
|
|
20,735.4 |
|
|
|
1,256.1 |
|
|
|
6.06 |
% |
|
Cash and Gold |
|
|
290.2 |
|
|
|
|
|
|
|
|
|
|
|
150.0 |
|
|
|
|
|
|
|
|
|
|
|
440.2 |
|
|
|
|
|
|
|
|
|
Equity in Other Companies |
|
|
339.2 |
|
|
|
|
|
|
|
|
|
|
|
88.5 |
|
|
|
|
|
|
|
|
|
|
|
427.7 |
|
|
|
|
|
|
|
|
|
Other Assets |
|
|
2,142.9 |
|
|
|
|
|
|
|
|
|
|
|
104.0 |
|
|
|
|
|
|
|
|
|
|
|
2,246.9 |
|
|
|
|
|
|
|
|
|
Allowances |
|
|
(840.2 |
) |
|
|
|
|
|
|
|
|
|
|
(284.1 |
) |
|
|
|
|
|
|
|
|
|
|
(1,124.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
Ps. |
14,775.2 |
|
|
|
|
|
|
|
|
|
|
Ps. |
7,950.7 |
|
|
|
|
|
|
|
|
|
|
Ps. |
22,725.9 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Accounts |
|
|
364.5 |
|
|
|
4.8 |
|
|
|
1.32 |
% |
|
|
69.5 |
|
|
|
|
|
|
|
|
|
|
|
434.0 |
|
|
|
4.8 |
|
|
|
1.11 |
% |
Saving Accounts |
|
|
767.1 |
|
|
|
4.2 |
|
|
|
0.55 |
|
|
|
267.4 |
|
|
|
|
|
|
|
|
|
|
|
1,034.5 |
|
|
|
4.2 |
|
|
|
0.41 |
|
Time Deposits |
|
|
2,228.9 |
|
|
|
116.3 |
|
|
|
5.22 |
|
|
|
1,088.6 |
|
|
Ps. |
18.2 |
|
|
|
1.67 |
% |
|
|
3,317.5 |
|
|
|
134.5 |
|
|
|
4.05 |
|
|
|
|
Total Interest-Bearing Deposits |
|
|
3,360.5 |
|
|
|
125.3 |
|
|
|
3.73 |
|
|
|
1,425.5 |
|
|
|
18.2 |
|
|
|
1.28 |
|
|
|
4,786.0 |
|
|
|
143.5 |
|
|
|
3.00 |
|
|
Argentine Central Bank |
|
|
8,165.6 |
|
|
|
698.9 |
|
|
|
8.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,165.6 |
|
|
|
698.9 |
|
|
|
8.56 |
|
Other Financial Entities |
|
|
168.2 |
|
|
|
47.9 |
|
|
|
28.48 |
|
|
|
815.4 |
|
|
|
66.8 |
|
|
|
8.19 |
|
|
|
983.6 |
|
|
|
114.7 |
|
|
|
11.66 |
|
Debt Securities |
|
|
10.7 |
|
|
|
|
|
|
|
|
|
|
|
3,179.9 |
|
|
|
27.6 |
|
|
|
0.87 |
|
|
|
3,190.6 |
|
|
|
27.6 |
|
|
|
0.87 |
|
Other |
|
|
95.7 |
|
|
|
7.9 |
|
|
|
8.25 |
|
|
|
1,072.5 |
|
|
|
52.5 |
|
|
|
4.90 |
|
|
|
1,168.2 |
|
|
|
60.4 |
|
|
|
5.17 |
|
|
|
|
Total Interest-Bearing
Liabilities |
|
|
11,800.7 |
|
|
|
880.0 |
|
|
|
7.46 |
% |
|
|
6,493.3 |
|
|
|
165.1 |
|
|
|
2.54 |
% |
|
|
18,294.0 |
|
|
|
1,045.1 |
|
|
|
5.71 |
% |
|
-40-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2004 (*) |
|
|
Pesos |
|
|
Dollars |
|
|
Total |
|
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
Average |
|
|
Earned/ |
|
|
Yield/ |
|
|
Average |
|
|
Earned/ |
|
|
Yield/ |
|
|
Average |
|
|
Earned/ |
|
|
Yield/ |
|
|
|
Balance |
|
|
Paid |
|
|
Rate |
|
|
Balance |
|
|
Paid |
|
|
Rate |
|
|
Balance |
|
|
Paid |
|
|
Rate |
|
|
|
(in millions of pesos, except rates) |
|
Demand deposits |
|
|
1,038.2 |
|
|
|
|
|
|
|
|
|
|
|
34.0 |
|
|
|
|
|
|
|
|
|
|
|
1,072.2 |
|
|
|
|
|
|
|
|
|
Other Liabilities |
|
|
1,197.4 |
|
|
|
|
|
|
|
|
|
|
|
558.2 |
|
|
|
|
|
|
|
|
|
|
|
1,755.6 |
|
|
|
|
|
|
|
|
|
Minority Interests |
|
|
103.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
103.2 |
|
|
|
|
|
|
|
|
|
Shareholders Equity |
|
|
1,500.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Equity |
|
Ps. |
15,640.4 |
|
|
|
|
|
|
|
|
|
|
Ps. |
7,085.5 |
|
|
|
|
|
|
|
|
|
|
Ps. |
22,725.9 |
|
|
|
|
|
|
|
|
|
|
Spread and Net Yield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Spread |
|
|
|
|
|
|
|
|
|
|
2.09 |
% |
|
|
|
|
|
|
|
|
|
|
(2.16 |
)% |
|
|
|
|
|
|
|
|
|
|
0.35 |
% |
Cost of Funds Supporting
Interest-Earning Assets |
|
|
|
|
|
|
|
|
|
|
6.85 |
|
|
|
|
|
|
|
|
|
|
|
2.09 |
|
|
|
|
|
|
|
|
|
|
|
5.04 |
|
Net Yield on Interest-Earning
Assets |
|
|
|
|
|
|
|
|
|
|
2.70 |
|
|
|
|
|
|
|
|
|
|
|
(1.72 |
) |
|
|
|
|
|
|
|
|
|
|
1.02 |
|
|
|
|
|
(*) |
|
Rates include the CER adjustment. |
|
(1) |
|
Includes the amounts corresponding to the Compensatory Bond and the Hedge Bond to be received, among others. |
Changes in Net Interest IncomeVolume and Rate Analysis
The following table allocates, by currency, changes in our consolidated interest income and
interest expenses between changes in the average volume of interest-earning assets and
interest-bearing liabilities and changes in their respective nominal interest rates for (i) the
fiscal year ended December 31, 2006 compared with the fiscal year ended December 31, 2005; and (ii)
the fiscal year ended December 31, 2005, compared with the fiscal year ended December 31, 2004.
Differences related to rate or volume are allocated proportionally to the rate variance and the
volume variance, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2006/ Fiscal Year 2005, |
|
Fiscal Year 2005/ Fiscal Year 2004, |
|
|
Increase (Decrease) due to changes in |
|
Increase (Decrease) due to changes in |
|
|
Volume |
|
Rate |
|
Net Change |
|
Volume |
|
Rate |
|
Net Change |
|
|
(in millions of pesos) |
Interest Earning Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
(158.5 |
) |
|
|
(249.9 |
) |
|
|
(408.4 |
) |
|
|
428.5 |
|
|
|
153.9 |
|
|
|
582.4 |
|
Dollars |
|
|
10.3 |
|
|
|
33.3 |
|
|
|
43.6 |
|
|
|
30.3 |
|
|
|
73.9 |
|
|
|
104.2 |
|
|
|
|
|
|
Total |
|
|
(148.2 |
) |
|
|
(216.6 |
) |
|
|
(364.8 |
) |
|
|
458.8 |
|
|
|
227.8 |
|
|
|
686.6 |
|
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Sector |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
177.6 |
|
|
|
(33.9 |
) |
|
|
143.7 |
|
|
|
109.4 |
|
|
|
10.0 |
|
|
|
119.4 |
|
Dollars |
|
|
16.3 |
|
|
|
19.2 |
|
|
|
35.5 |
|
|
|
4.8 |
|
|
|
(9.3 |
) |
|
|
(4.5 |
) |
|
|
|
|
|
Total |
|
|
193.9 |
|
|
|
(14.7 |
) |
|
|
179.2 |
|
|
|
114.2 |
|
|
|
0.7 |
|
|
|
114.9 |
|
Public Sector |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
(64.7 |
) |
|
|
(153.9 |
) |
|
|
(218.6 |
) |
|
|
(88.7 |
) |
|
|
239.0 |
|
|
|
150.3 |
|
Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
(64.7 |
) |
|
|
(153.9 |
) |
|
|
(218.6 |
) |
|
|
(88.7 |
) |
|
|
239.0 |
|
|
|
150.3 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
23.7 |
|
|
|
(32.8 |
) |
|
|
(9.1 |
) |
|
|
14.5 |
|
|
|
27.6 |
|
|
|
42.1 |
|
Dollars |
|
|
(8.4 |
) |
|
|
28.5 |
|
|
|
20.1 |
|
|
|
(2.9 |
) |
|
|
68.3 |
|
|
|
65.4 |
|
|
|
|
|
|
Total |
|
|
15.3 |
|
|
|
(4.3 |
) |
|
|
11.0 |
|
|
|
11.6 |
|
|
|
95.9 |
|
|
|
107.5 |
|
Total Interest-Earning Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
(21.9 |
) |
|
|
(470.5 |
) |
|
|
(492.4 |
) |
|
|
463.7 |
|
|
|
430.5 |
|
|
|
894.2 |
|
Dollars |
|
|
18.2 |
|
|
|
81.0 |
|
|
|
99.2 |
|
|
|
32.2 |
|
|
|
132.9 |
|
|
|
165.1 |
|
|
|
|
|
|
Total |
|
|
(3.7 |
) |
|
|
(389.5 |
) |
|
|
(393.2 |
) |
|
|
495.9 |
|
|
|
563.4 |
|
|
|
1,059.3 |
|
|
Interest Bearing Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand Account |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
|
|
|
|
5.7 |
|
|
|
5.7 |
|
|
|
3.1 |
|
|
|
7.4 |
|
|
|
10.5 |
|
Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
5.7 |
|
|
|
5.7 |
|
|
|
3.1 |
|
|
|
7.4 |
|
|
|
10.5 |
|
Saving Account |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
1.0 |
|
|
|
(1.3 |
) |
|
|
(0.3 |
) |
|
|
1.0 |
|
|
|
(0.5 |
) |
|
|
0.5 |
|
Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1.0 |
|
|
|
(1.3 |
) |
|
|
(0.3 |
) |
|
|
1.0 |
|
|
|
(0.5 |
) |
|
|
0.5 |
|
Time Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
98.5 |
|
|
|
68.4 |
|
|
|
166.9 |
|
|
|
71.0 |
|
|
|
51.6 |
|
|
|
122.6 |
|
Dollars |
|
|
(0.3 |
) |
|
|
2.0 |
|
|
|
1.7 |
|
|
|
(4.5 |
) |
|
|
(5.8 |
) |
|
|
(10.3 |
) |
|
|
|
|
|
Total |
|
|
98.2 |
|
|
|
70.4 |
|
|
|
168.6 |
|
|
|
66.5 |
|
|
|
45.8 |
|
|
|
112.3 |
|
With the Argentine Central Bank |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
(294.8 |
) |
|
|
(112.9 |
) |
|
|
(407.7 |
) |
|
|
15.3 |
|
|
|
463.0 |
|
|
|
478.3 |
|
-41-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2006/ Fiscal Year 2005, |
|
Fiscal Year 2005/ Fiscal Year 2004, |
|
|
Increase (Decrease) due to changes in |
|
Increase (Decrease) due to changes in |
|
|
Volume |
|
Rate |
|
Net Change |
|
Volume |
|
Rate |
|
Net Change |
|
|
(in millions of pesos) |
Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
(294.8 |
) |
|
|
(112.9 |
) |
|
|
(407.7 |
) |
|
|
15.3 |
|
|
|
463.0 |
|
|
|
478.3 |
|
With Other Financial Entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
9.1 |
|
|
|
(10.8 |
) |
|
|
(1.7 |
) |
|
|
17.4 |
|
|
|
(28.5 |
) |
|
|
(11.1 |
) |
Dollars |
|
|
1.4 |
|
|
|
0.1 |
|
|
|
1.5 |
|
|
|
(45.2 |
) |
|
|
(11.8 |
) |
|
|
(57.0 |
) |
|
|
|
|
|
Total |
|
|
10.5 |
|
|
|
(10.7 |
) |
|
|
(0.2 |
) |
|
|
(27.8 |
) |
|
|
(40.3 |
) |
|
|
(68.1 |
) |
Negotiable Obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
8.5 |
|
|
|
6.2 |
|
|
|
14.7 |
|
|
|
2.5 |
|
|
|
7.2 |
|
|
|
9.7 |
|
Dollars |
|
|
(10.2 |
) |
|
|
56.3 |
|
|
|
46.1 |
|
|
|
2.3 |
|
|
|
194.5 |
|
|
|
196.8 |
|
|
|
|
|
|
Total |
|
|
(1.7 |
) |
|
|
62.5 |
|
|
|
60.8 |
|
|
|
4.8 |
|
|
|
201.7 |
|
|
|
206.5 |
|
Other liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
7.0 |
|
|
|
(1.2 |
) |
|
|
5.8 |
|
|
|
2.5 |
|
|
|
(4.0 |
) |
|
|
(1.5 |
) |
Dollars |
|
|
2.5 |
|
|
|
28.7 |
|
|
|
31.2 |
|
|
|
(1.3 |
) |
|
|
13.8 |
|
|
|
12.5 |
|
|
|
|
|
|
Total |
|
|
9.5 |
|
|
|
27.5 |
|
|
|
37.0 |
|
|
|
1.2 |
|
|
|
9.8 |
|
|
|
11.0 |
|
Total Interest Bearing Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
(170.7 |
) |
|
|
(45.9 |
) |
|
|
(216.6 |
) |
|
|
112.8 |
|
|
|
496.2 |
|
|
|
609.0 |
|
Dollars |
|
|
(6.6 |
) |
|
|
87.1 |
|
|
|
80.5 |
|
|
|
(48.7 |
) |
|
|
190.7 |
|
|
|
142.0 |
|
Total |
|
|
(177.3 |
) |
|
|
41.2 |
|
|
|
(136.1 |
) |
|
|
64.1 |
|
|
|
686.9 |
|
|
|
751.0 |
|
|
Interest-Earning AssetsNet Yield on Interest-Earning Assets
The following table analyzes, by currency of denomination, the levels of our average
interest-earning assets and net interest earned, and illustrates the net yields and spreads
obtained, for each of the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
(in millions of pesos) |
|
Total Average Interest-Earning Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
Ps. |
14,797.6 |
|
|
Ps. |
15,287.2 |
|
|
Ps. |
12,843.1 |
|
Dollars |
|
|
6,955.0 |
|
|
|
6,557.0 |
|
|
|
7,892.3 |
|
|
|
|
Total |
|
|
21,752.6 |
|
|
|
21,844.2 |
|
|
|
20,735.4 |
|
|
|
|
Net Interest Earned (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
355.9 |
|
|
|
631.7 |
|
|
|
346.5 |
|
Dollars |
|
|
(93.7 |
) |
|
|
(112.4 |
) |
|
|
(135.5 |
) |
|
|
|
Total |
|
|
262.2 |
|
|
|
519.3 |
|
|
|
211.0 |
|
|
|
|
Net Yield on Interest-Earning Assets (2)(%) |
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
2.41 |
|
|
|
4.13 |
|
|
|
2.70 |
|
Dollars |
|
|
(1.35 |
) |
|
|
(1.71 |
) |
|
|
(1.72 |
) |
|
|
|
Weighted-Average Yield |
|
|
1.21 |
|
|
|
2.38 |
|
|
|
1.02 |
|
|
|
|
Interest Spread, Nominal Basis (3) (%) |
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
1.22 |
|
|
|
2.92 |
|
|
|
2.09 |
|
Dollars |
|
|
(2.35 |
) |
|
|
(2.29 |
) |
|
|
(2.16 |
) |
|
|
|
Weighted-Average Yield |
|
|
0.05 |
|
|
|
1.36 |
|
|
|
0.35 |
|
|
|
|
Credit Related Fees Included in Net Interest Earned |
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
26.4 |
|
|
|
26.4 |
|
|
|
20.7 |
|
Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
26.4 |
|
|
|
26.4 |
|
|
|
20.7 |
|
|
|
|
|
(1) |
|
Net interest earned corresponds to our net financial income plus: |
|
|
|
- Credit related fees (included in Income from Services In Relation to Lending Transactions in the Income Statement) |
|
|
|
- Contributions to the deposit insurance system, and contributions and taxes on financial income included in the income statement line Financial Expenses -
Other, minus: |
|
|
|
- Net income from corporate securities included under Financial Income/Expenses- Interest Income and Holdings Gains/Losses from Government and Corporate
Securities, in the income statement, and |
|
|
|
- Differences in quotation of gold and foreign currency and premiums on foreign currency transactions, included in Financial Income/Expenses Other, in the
income statement. |
|
(2) |
|
Net interest earned, divided by average interest-earning assets. |
|
(3) |
|
Interest spread, nominal basis is the difference between the average nominal interest rate on interest-earning assets and the average nominal interest rate on
interest-bearing deposits. |
-42-
Government and Corporate Securities
The following table shows our holdings of government and corporate securities at the balance
sheet dates, and the breakdown of the portfolio in accordance with the Argentine Central Bank
classification system and by the securities currency of denomination.
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
2006 |
|
|
2005 |
|
|
|
(in millions of pesos) |
|
Government Securities |
|
|
|
|
|
|
|
|
Pesos |
|
|
|
|
|
|
|
|
Trading |
|
Ps. |
0.1 |
|
|
Ps. |
14.6 |
|
Issued by the Argentine Central Bank |
|
|
119.5 |
|
|
|
704.5 |
|
Without Quotation |
|
|
433.5 |
|
|
|
4,591.1 |
|
|
|
|
Total Government Securities in Pesos |
|
Ps. |
553.1 |
|
|
Ps. |
5,310.2 |
|
|
|
|
Dollars |
|
|
|
|
|
|
|
|
Trading |
|
|
26.4 |
|
|
|
6.3 |
|
Investment |
|
|
2,608.8 |
|
|
|
650.9 |
|
|
|
|
Total Government Securities in Dollars |
|
Ps. |
2,635.2 |
|
|
Ps. |
657.2 |
|
|
|
|
Total Government Securities |
|
Ps. |
3,188.3 |
|
|
Ps. |
5,967.4 |
|
|
Total Government and Corporate Equity Securities. |
|
Ps. |
3,188.3 |
|
|
Ps. |
5,967.4 |
|
|
Corporate Debt Securities |
|
|
|
|
|
|
|
|
Pesos |
|
|
|
|
|
|
3.9 |
|
Dollars |
|
|
0.3 |
|
|
|
0.5 |
|
|
Total Corporate Debt Securities |
|
Ps. |
0.3 |
|
|
Ps. |
4.4 |
|
|
Total Government and Corporate Securities |
|
Ps. |
3,188.6 |
|
|
Ps. |
5,971.8 |
|
|
As of December 31, 2006, our portfolio of government securities was mainly comprised of:
(i) Under DollarsInvestment, the holdings of Boden 2012 Bonds corresponding to the 90.8% of
the Hedge Bond (face value US$ 1,155.0 million) credited to the Bank on December 1, 2006. At the
end of the previous fiscal year, the total amount of the Hedge Bond (face value US$ 1,271.7
million) was recorded under the item Other Receivables Resulting from Financial Brokerage In
Foreign Currency Bonds to be Received from the Government. All of the total holdings of Boden
2012 Bonds as well as the balances to be received were carried at their face value adjusted by
contractual terms (the technical value), in accordance with Argentine Central Bank valuation
regulations (See Valuation).
(ii) Under PesosWithout Quotation:
|
|
|
Bogar Bonds for Ps.196.7 million, granted as collateral for the advance
from the Argentine Central Bank for the acquisition of the remaining Hedge Bond. As
of December 31, 2006, these bonds were recorded at their technical value, which is
the value accepted by the regulations of the Argentine Central Bank for assets
granted as collateral for such advance. |
|
|
|
|
Bogar Bonds for Ps.169.8 million, recorded at present value as
established by Communiqué A 3911 and complementary rules, |
|
|
|
|
Bogar Bonds for Ps.60.3 million, corresponding to an unsettled forward
sale of such bonds recorded at market value; and |
|
|
|
|
Discount Bonds in Pesos and GDP-Linked Units for Ps.4.9 million. Through
Communiqué A 4270, the Argentine Central Bank allowed these securities, resulting
from the debt exchange offered to restructure the defaulted sovereign foreign debt,
to be recorded at the lowest of (a) the carrying value of the tendered securities in
accordance with the prevailing valuation rules (Communiqué A 4084 item 1 v) and
item 5, and complementary rules); and (b) the total future nominal cash payments up
to maturity specified by the terms and conditions of said securities. The Banks
holdings of Discount Bonds in Pesos and GDP-Linked Units were recorded as per the
first value. This valuation will be reduced in the amount of the perceived service
payments and accrued interest will not be recognized. |
-43-
(iii) Under PesosSecurities Issued by the Argentine Central Bank, Lebac for Ps.17.7 million
and Nobac for Ps.101.8 million corresponding to the Banks own portfolio. Like the securities held
for trading, the securities issued by the Argentine Central Bank are recorded at their market
value.
(iv) Under DollarsTrading, mainly Boden 2012 Bonds.
The decrease of the Bogar Bonds portfolio during 2006 to Ps.426.9 million from Ps..3,823.3
million as of the end of fiscal year 2005 was due to sales of such instruments, the proceeds of
which were applied to the settlement of the financial assistance from the Argentine Central Bank
during 2006 and to the use of said bonds in the partial settlement of the advance from the
Argentine Central Bank for the acquisition of the Hedge Bond.
All of these securities, except for the Lebac and Nobac, were issued by the Government.
Government Securities Net Position
The following table shows our net position in government and corporate securities at the
balance sheet date, and the breakdown of the portfolio in accordance with the Argentine Central
Bank classification system and by the securities currency of denomination. The net position is
defined as holdings plus forward purchases and spot purchases pending settlement, minus forward
sales and spot sales pending settlement. As of December 31, 2006, our position in government
securities amounted to Ps.4,832.6 million, and the difference between our holdings of government
securities and our net position was mainly due to forward purchases of Boden 2012 Bonds and
Discount Bonds in connection with repurchase agreements, for Ps.974.0 million and Ps.714.1 million,
respectively, and to forward sales of Bogar Bonds pending settlement for Ps.60.3 million.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spot |
|
Spot |
|
|
|
|
|
|
|
|
Forward |
|
Forward |
|
purchases |
|
sales |
|
Net |
In millions of pesos |
|
Holdings |
|
Purchases |
|
Sales |
|
to be settled |
|
to be settled |
|
Position |
Government Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held for investment purposes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar |
|
|
2,608.8 |
|
|
|
974.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,582.8 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.0 |
(1) |
Held for trading purposes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
0.2 |
|
Dollar |
|
|
26.4 |
|
|
|
|
|
|
|
|
|
|
|
0.2 |
|
|
|
15.6 |
|
|
|
11.0 |
|
Securities without Quotation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
433.5 |
|
|
|
714.1 |
|
|
|
|
|
|
|
|
|
|
|
60.3 |
|
|
|
1,087.3 |
|
Instruments issued by the Argentine Central Bank |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
119.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
119.5 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30.8 |
(1) |
|
|
|
Total Government Securities |
|
|
3,188.3 |
|
|
|
1,688.1 |
|
|
|
|
|
|
|
0.3 |
|
|
|
75.9 |
|
|
|
4,832.6 |
|
|
Corporate Equity Securities (Quoted) |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.3 |
|
|
Total Government and Corporate Securities |
|
|
3,188.6 |
|
|
|
1,688.1 |
|
|
|
|
|
|
|
0.3 |
|
|
|
75.9 |
|
|
|
4,832.9 |
|
|
|
|
|
(1) |
|
Delivered as collateral. |
As of December 31, 2006 and based on quoted market prices:
|
|
|
The total amount of Boden 2012 Bonds (net position in Boden 2012 Bonds
including the Boden 2012 Bonds to be acquired), was Ps.3,984.2 million (face value US$
1,638.2 million). This total comprises, holdings of Boden 2012 Bonds recorded as
government securities held for investment purposes, for Ps.2,608.8 million (face value
US$ 1,107.8 million), Boden 2012 Bonds held for investment purposes, but sold under
repurchase agreements, for Ps.974.0 million (face value US$ 413.6 million), and Boden
2012 Bonds to be acquired corresponding to the Hedge Bond, for Ps.401.4 million (face
value US$ 116.8 million), recorded under Other Receivables Resulting from Financial
Intermediation. The market value of our position in Boden 2012 Bonds (face
value US$ 1,638.2 million) was Ps.3,781.9 million. Of this amount, Ps.3,395.0 million
corresponded to the received Compensatory Bond |
-44-
|
|
|
(including interest accrued) and the difference corresponded to the Hedge Bond to be
acquired, which amount includes the amortization and interest coupons accrued and not
perceived. |
|
|
|
|
The market value of our position in Bogar Bonds was Ps.337.3 million. |
|
|
|
|
Our holdings of Lebac and Nobac were marked to market. |
|
|
|
|
The market value of our position in Discount Bonds in pesos (and GDP-Linked
Units) was Ps.479.7 million. |
Valuation
In accordance with Argentine Central Bank rules, quoted government securities held-for-trading
purposes are carried at their Argentine closing market quotation less estimated selling costs.
In accordance with such rules, quoted government securities in investment accounts are valued
at their acquisition cost increased by accruing their internal rate of return over the period
elapsed since the date of inclusion of the securities in the investment account category. In
addition, the carrying value of investment-account securities must be reduced at each month end for
the positive difference between their book value and their market value increased by 20%.
The securities received by financial institutions as compensation for the effects of the
asymmetric pesification established by Decrees No. 905/02 and complementary rules, in
the Banks case, Boden 2012 Bonds, are carried at their technical value, in accordance with
Argentine Central Bank Communiqué A 3785 issued on October 29, 2002. The reduction mentioned in
the preceding paragraph is not applicable for these bonds. However, the Argentine Central Bank
restricts the distribution of cash dividends by establishing, among other things, that banks must
adjust their earnings to be distributed as cash dividends by the difference between the market
value and the carrying value of these bonds.
Argentine Central Bank Communiqué A 3857, dated January 7, 2003, established that financial
institutions could record as investments, only those securities incorporated in their balance
sheets through December 31, 2002. After that date, the value of any securities (except the
Compensatory Bond and the Hedge Bond received and to be received according to applicable
compensation rules or other compensation to be received) incorporated into a banks position is
required to be marked-to-market.
In accordance with Argentine Central Bank accounting rules, the Bank recorded the Boden 2012
Bonds already received and those pending receipt, at 100% of their technical value. As of December
31, 2006, the Boden 2012 Bonds were trading at approximately 95% of such value.
By means of Communiqué A 3911, dated March 28, 2003, the Argentine Central Bank established
a new method for the valuation of public sector assets. This rule applies to Secured Loans, secured
promissory notes or bonds (Bogar Bonds) issued by the FFDP, other loans to the non-financial public
sector, and government securities without quotation, except for, among others, government
securities accounted in investment accounts, securities issued by the Argentine Central Bank (Lebac
and others) and the government securities received or pending receipt as compensation for
government policy measures.
According to Argentine Central Banks Communiqué A 3911, beginning with the financial
statements for March 2003, assets within the scope of such Communiqué had to be valued at the
lowest of their technical value and their present value. In order to determine the present value,
the Argentine Central Bank established a discount rate that increased gradually over time. Its
initial value was 3.0% per annum, to be applied until December 2003, thereafter increasing
gradually (every six months or annually) in accordance with a pre-determined schedule. The
difference between the lowest of the present value and the technical value, and the book value must
be reflected in an asset regularizing account, in case of a positive difference, or be charged to
income in case the difference is negative.
Subsequently, Communiqué A 4084, dated January 30, 2004, introduced certain changes to the
provisions set forth by Communiqué A 3911, principally:
-45-
(i) it excluded from valuation at present value those public-sector assets granted as
collateral for advances from the Argentine Central Bank to acquire Boden Bonds (both for banks
customers and held by banks) set forth in sections 10, 11 and 12 of Decree No.905/02. These assets
may be recorded at the value determined by the Argentine Central Bank for their use as collateral;
and
(ii) it established the valuation method for past-due and unpaid public-sector assets. In this
case, in order to calculate the present value thereof, the cash flow of the Bogar Bonds must be
used, except if these assets are applied to the payment of taxes.
By means of Communiqué A 4163, published on July 2, 2004, the Argentine Central Bank
modified the schedule of discount rates applicable to determine the present value of the cash flows
of public-sector assets. The applicable discount rates are shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January |
|
February |
|
March |
|
April |
|
May |
|
June |
|
July |
|
August |
|
Sept. |
|
October |
|
Nov. |
|
Dec. |
|
2003 |
|
|
|
|
|
|
|
|
|
|
3.00 |
|
|
|
3.00 |
|
|
|
3.00 |
|
|
|
3.00 |
|
|
|
3.00 |
|
|
|
3.00 |
|
|
|
3.00 |
|
|
|
3.00 |
|
|
|
3.00 |
|
|
|
3.00 |
|
|
2004 |
|
|
3.25 |
|
|
|
3.25 |
|
|
|
3.25 |
|
|
|
3.25 |
|
|
|
3.25 |
|
|
|
3.25 |
|
|
|
3.29 |
|
|
|
3.33 |
|
|
|
3.37 |
|
|
|
3.41 |
|
|
|
3.46 |
|
|
|
3.50 |
|
|
2005 |
|
|
3.54 |
|
|
|
3.58 |
|
|
|
3.62 |
|
|
|
3.66 |
|
|
|
3.71 |
|
|
|
3.75 |
|
|
|
3.79 |
|
|
|
3.83 |
|
|
|
3.87 |
|
|
|
3.91 |
|
|
|
3.96 |
|
|
|
4.00 |
|
2006 |
|
|
4.08 |
|
|
|
4.15 |
|
|
|
4.23 |
|
|
|
4.31 |
|
|
|
4.39 |
|
|
|
4.47 |
|
|
|
4.56 |
|
|
|
4.64 |
|
|
|
4.73 |
|
|
|
4.82 |
|
|
|
4.91 |
|
|
|
5.00 |
|
2007 |
|
5% + 0.04xTMC |
|
5% + 0.08xTMC |
|
5% + 0.13xTMC |
|
5% + 0.17xTMC |
|
5% + 0.21xTMC |
|
5% + 0.25xTMC |
|
5% + 0.29xTMC |
|
5% + 0.33xTMC |
|
5% + 0.38xTMC |
|
5% + 0.42xTMC |
|
5% + 0.46xTMC |
|
5% + 0.50xTMC |
2008 |
|
5% + 0.58xTMC |
|
5% + 0.66xTMC |
|
5% + 0.75xTMC |
|
5% + 0.83xTMC |
|
5% + 0.92xTMC |
|
TM (as from June 2008)
|
|
|
|
|
|
|
Where: |
|
|
|
TM = average market rate informed by the Argentine Central Bank based on the internal rates
of return of government securities with similar modified duration. |
|
|
|
TMC = average market rate corrected = TM 5%. |
By means of Communiqué A 4414, dated September 8, 2005, among others, the Argentine Central
Bank modified the valuation criteria of government and corporate securities without quotation,
effective for information as of August 2005. The securities without quotation within the scope of
such Communiqué (Argentine Central Bank bills and notes, subordinated and non-subordinated
negotiable obligations and financial trust securities) must be carried at cost plus their internal
rate of return, at period-end.
We also own, manage and trade a portfolio of quoted corporate debt and equity securities.
These securities are considered as held for trading and, therefore, are carried at market value.
Remaining Maturity and Weighted-Average Yield
The following table analyzes the remaining maturity and weighted-average yield of our holdings
of investment and trading government and corporate securities as of December 31, 2006. Our
government securities portfolio yields does not contain any tax equivalency adjustments.
-46-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity Yield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturing after 1 |
|
|
|
|
|
|
|
|
|
Maturing |
|
|
Year but within 5 |
|
|
Maturing after 5 Years |
|
|
Maturing |
|
|
|
within 1 Year |
|
|
Years |
|
|
but within 10 Years |
|
|
after 10 Years |
|
|
|
Total Book |
|
|
Book |
|
|
|
|
|
|
Book |
|
|
|
|
|
|
Book |
|
|
|
|
|
|
Book |
|
|
|
|
|
|
Value |
|
|
Value |
|
|
Yield (1) |
|
|
Value |
|
|
Yield (1) |
|
|
Value |
|
|
Yield (1) |
|
|
Value |
|
|
Yield (1) |
|
|
|
(in millions of pesos) |
|
Government Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held for Trading and Brokerage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purposes (carried at market value) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
0.1 |
|
|
|
|
|
|
|
3.4 |
% |
|
|
0.1 |
|
|
|
5.9 |
% |
|
|
|
|
|
|
7.4 |
% |
|
|
|
|
|
|
|
|
Dollars |
|
|
26.4 |
|
|
|
4.4 |
|
|
|
7.6 |
% |
|
|
17.6 |
|
|
|
7.6 |
% |
|
|
4.4 |
|
|
|
7.6 |
% |
|
|
|
|
|
|
|
|
Held for Investment (carried at
amortized cost) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollars |
|
|
2,608.8 |
|
|
|
434.8 |
|
|
|
7.6 |
% |
|
|
1,739.2 |
|
|
|
7.6 |
% |
|
|
434.8 |
|
|
|
7.6 |
% |
|
|
|
|
|
|
|
|
Instrument Issued by Argentine
Central Bank |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
119.5 |
|
|
|
92.8 |
|
|
|
12.1 |
% |
|
|
26.7 |
|
|
|
12.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Without Quotation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos |
|
|
433.5 |
|
|
|
22.6 |
|
|
|
5.0 |
% |
|
|
110.9 |
|
|
|
5.0 |
% |
|
|
229.9 |
|
|
|
5.0 |
% |
|
|
70.1 |
|
|
|
5.0 |
% |
|
|
|
Total Government Securities |
|
|
3,188.3 |
|
|
|
554.6 |
|
|
|
8.2 |
% |
|
|
1,894.5 |
|
|
|
7.5 |
% |
|
|
669.1 |
|
|
|
6.7 |
% |
|
|
70.1 |
|
|
|
|
|
|
Corporate Debt Securities |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.3 |
|
|
|
10.4 |
% |
|
Total Portfolio |
|
Ps. |
3,188.6 |
|
|
Ps. |
554.6 |
|
|
|
8.2 |
% |
|
Ps. |
1,894.5 |
|
|
|
7.5 |
% |
|
Ps. |
669.1 |
|
|
|
6.7 |
% |
|
Ps. |
70.4 |
|
|
|
0.1 |
% |
|
|
|
|
(1) |
|
Effective yield based on December 31, 2006 quoted market values. |
Loan Portfolio
The following table analyzes Banco Galicias loan portfolio by type of loan and total loans with
guarantees. Total loans reflect the Banks loan portfolio including past due principal amounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 28, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003, constant |
|
|
|
(in millions of pesos ) |
pesos) |
|
Principal and Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Financial Public Sector |
|
Ps. |
2,690.6 |
|
|
Ps. |
5,187.5 |
|
|
Ps. |
4,513.7 |
|
|
Ps. |
4,277.7 |
|
|
Ps. |
7,634.7 |
|
Local Financial Sector |
|
|
311.6 |
|
|
|
128.2 |
|
|
|
150.5 |
|
|
|
194.7 |
|
|
|
134.8 |
|
Non-Financial Private Sector and Residents Abroad (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
|
346.3 |
|
|
|
223.6 |
|
|
|
199.8 |
|
|
|
219.1 |
|
|
|
227.0 |
|
Notes |
|
|
2,143.7 |
|
|
|
1,836.9 |
|
|
|
1,099.2 |
|
|
|
1,280.1 |
|
|
|
1,544.3 |
|
Mortgage Loans |
|
|
688.0 |
|
|
|
503.4 |
|
|
|
623.9 |
|
|
|
719.6 |
|
|
|
864.0 |
|
Pledge Loans |
|
|
67.1 |
|
|
|
121.1 |
|
|
|
92.9 |
|
|
|
54.6 |
|
|
|
191.5 |
|
Personal Loans |
|
|
563.2 |
|
|
|
258.0 |
|
|
|
58.2 |
|
|
|
55.2 |
|
|
|
120.0 |
|
Credit-Card Loans |
|
|
2,458.6 |
|
|
|
1,732.1 |
|
|
|
1,105.4 |
|
|
|
818.8 |
|
|
|
585.0 |
|
Placements in Correspondent Banks |
|
|
608.0 |
|
|
|
212.9 |
|
|
|
379.2 |
|
|
|
172.4 |
|
|
|
158.3 |
|
Other Loans |
|
|
794.8 |
|
|
|
599.8 |
|
|
|
393.9 |
|
|
|
325.7 |
|
|
|
251.4 |
|
Accrued Interest, Adjustment and Quotation Differences
Receivable |
|
|
155.0 |
|
|
|
146.8 |
|
|
|
414.4 |
|
|
|
523.1 |
|
|
|
608.5 |
|
Documented Interest |
|
|
(33.7 |
) |
|
|
(14.7 |
) |
|
|
(5.3 |
) |
|
|
(2.5 |
) |
|
|
(10.8 |
) |
|
|
|
Total Non-Financial Private-Sector and Residents Abroad |
|
Ps. |
7,791.0 |
|
|
Ps. |
5,619.9 |
|
|
Ps. |
4,361.6 |
|
|
Ps. |
4,166.1 |
|
|
Ps. |
4,539.2 |
|
|
Total Gross Loans |
|
Ps. |
10,793.2 |
|
|
Ps. |
10,935.6 |
|
|
Ps. |
9,025.8 |
|
|
Ps. |
8,638.5 |
|
|
Ps. |
12,308.7 |
|
|
Allowance for Loan Losses |
|
|
(327.0 |
) |
|
|
(427.9 |
) |
|
|
(632.6 |
) |
|
|
(1,177.3 |
) |
|
|
(1,681.8 |
) |
|
-47-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 28, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003, constant |
|
|
|
(in millions of pesos ) |
pesos) |
|
Total Loans |
|
Ps. |
10,466.2 |
|
|
Ps. |
10,507.7 |
|
|
Ps. |
8,393.2 |
|
|
Ps. |
7,461.2 |
|
|
Ps. |
10,626.9 |
|
|
Loans with Guarantees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With Preferred Guarantees (2) (3) |
|
Ps. |
1,076.2 |
|
|
Ps. |
838.5 |
|
|
Ps. |
1,190.0 |
|
|
Ps. |
1,228.8 |
|
|
Ps. |
9,280.5 |
|
Other Guarantees (3) |
|
|
4,103.6 |
|
|
|
6,317.3 |
|
|
|
5,235.8 |
|
|
|
5,163.0 |
|
|
|
523.0 |
|
|
Total Loans with Guarantees |
|
Ps. |
5,179.8 |
|
|
Ps. |
7,155.8 |
|
|
Ps. |
6,425.8 |
|
|
Ps. |
6,391.8 |
|
|
Ps. |
9,803.5 |
|
|
|
|
|
(1) |
|
Categories of above loans include: |
|
|
|
- Advances: short-term obligations drawn on by customers through overdrafts. |
|
|
|
- Notes: endorsed promissory notes, negotiable obligations and other promises to pay signed by one borrower or group of borrowers and factored loans. |
|
|
|
- Mortgage loans: loans granted to purchase or improve real estate and collateralized by such real estate and commercial loans secured by a real estate
mortgage. |
|
|
|
- Pledge loans: loans secured by collateral (such as cars or machinery) other than real estate, where such collateral is an integral part of the loan
documents. |
|
|
|
- Personal loans: loans to individuals. |
|
|
|
- Credit Cards Loans: loans granted through credit cards to credit card holders. |
|
|
|
- Placements in correspondent banks: short-term loans to banks abroad. |
|
|
|
- Other loans: loans not included in other categories. |
|
|
|
- Documented interest-discount on notes and bills. |
|
(2) |
|
Preferred guarantees include mortgages on real estate property or pledges on movable property, such as cars or machinery, where the Bank has the priority
right, endorsements of the Federal Office of the Secretary of Finance, pledges of Government securities, or gold or cash collateral. |
|
(3) |
|
Pursuant to Argentine Central Bank Communiqué A 3918, beginning in April 2003, tax revenues shared by the Government
and the provinces ceased to be considered Preferred Guarantees. |
As of December 31, 2006, the Banks loan portfolio before the allowance for loan losses
totaled Ps.10,793.2 million, with a 1.3% decrease with respect to the end of the previous year, as
a consequence of a substantial decrease in the public-sector loan portfolio, which was practically
offset by the strong growth of the private-sector loan portfolio. The substantial decrease in the
Banks loans to the public sector was mainly due to the sale of Secured Loans (which decreased from
to Ps.2,690.6 million at the end of fiscal year 2006 from Ps.5,187.5 million as of December 31,
2005), the proceeds of which were used to settle financial assistance from the Argentine Central
Bank.
As of December 31, 2006, loans to the financial sector included Ps.107.4 million of loans to
the public financial sector.
As of December 31, 2006, loans to the non-financial private sector before the allowance for
loan losses amounted to Ps.7,995.2 million, up 41.7% from the Ps.5,642.2 million recorded as of the
close of the previous fiscal year, and a 74.1% share of the total portfolio compared with 51.6% for
the prior year. Loans to businesses and individuals increased from 49.4% of the total portfolio at
the close of the prior year to 66.5% as of December 31, 2006. Except for pledge loans, all types of
loans experienced growth in fiscal year 2006. Short-term lending to individuals, through
credit-card lending and personal loans, recorded very high growth rates, with credit-card loans
having recorded the greatest increase in absolute terms. This line includes the loan portfolio of
the regional-credit card companies. Loans instrumented as notes purchased also increased
significantly, mainly representing short-term loans to businesses. In fiscal year 2006, the balance
of mortgage loans increased for the first time since the 2001-2002 crisis. The increase of loans to
correspondent banks in 2006 represented a temporary increase in the Banks liquidity to face the
payments made in 2007 on Argentine Central Bank liabilities.
As of December 31, 2005, the Banks loan portfolio before the allowance for loan losses
totaled Ps.10,935.6 million, 21.2% higher than the Ps.9,025.8 million of 2004 the first year of
growth since the crisis and 26.6% higher than the Ps.8,638.5 million recorded in 2003.
-48-
The increase in the non-financial public-sector loan portfolio during 2004 and 2005 was due to
the CER adjustment of principal. The decrease in this portfolio in fiscal year 2003 as compared to
December 31, 2002. was due to the reclassification of the Bogar Bonds as Government Securities.
Personal loans, credit-card loans, as well as certain amounts of advances, notes, mortgage
loans and pledge loans are extended to individuals. Loans to individuals comprise both consumer
loans and commercial loans extended to individuals with a commercial activity.
Loans by Type of Borrower
The following table shows the breakdown of Banco Galicias total loan portfolio, by type of
borrower at December 31, 2006, 2005 and 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
Amount |
|
|
% of Total |
|
|
Amount |
|
|
% of Total |
|
|
Amount |
|
|
% of Total |
|
|
|
(in millions of pesos ) |
|
Corporate |
|
Ps. |
1,534.7 |
|
|
|
14.22 |
% |
|
Ps. |
1,412.9 |
|
|
|
12.92 |
% |
|
Ps. |
1,271.9 |
|
|
|
14.09 |
% |
Middle-Market Companies |
|
|
2,521.9 |
|
|
|
23.37 |
|
|
|
1,899.9 |
|
|
|
17.37 |
|
|
|
1,195.2 |
|
|
|
13.24 |
|
|
|
|
Commercial Loans |
|
|
4,056.6 |
|
|
|
37.59 |
|
|
|
3,312.8 |
|
|
|
30.29 |
|
|
|
2,467.1 |
|
|
|
27.33 |
|
|
|
|
Individuals |
|
|
3,120.6 |
|
|
|
28.91 |
|
|
|
2,091.6 |
|
|
|
19.13 |
|
|
|
1,512.6 |
|
|
|
16.76 |
|
Financial Sector (1) |
|
|
925.4 |
|
|
|
8.57 |
|
|
|
343.7 |
|
|
|
3.14 |
|
|
|
532.4 |
|
|
|
5.90 |
|
Non-Financial Public Sector |
|
|
2,690.6 |
|
|
|
24.93 |
|
|
|
5,187.5 |
|
|
|
47.44 |
|
|
|
4,513.7 |
|
|
|
50.01 |
|
Other Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (2) |
|
Ps. |
10,793.2 |
|
|
|
100.00 |
% |
|
Ps. |
10,935.6 |
|
|
|
100.00 |
% |
|
Ps. |
9,025.8 |
|
|
|
100.00 |
% |
|
|
|
|
(1) |
|
Includes local and international financial sector. Financial Sector loans are primarily composed of interbank loans
(call money loans), overnight deposit at international money center banks and loans to provincial banks. |
|
(2) |
|
Before the allowance for loan losses. |
During 2006, 2005 and 2004, the growth in loans to SMEs and individuals stands out.
Loans by Economic Activity
The following table sets forth at the dates indicated an analysis of Banco Galicias loan
portfolio according to the borrowers main economic activity. Figures include principal and
interest.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
% of |
|
|
|
|
|
|
% of |
|
|
|
Amount |
|
|
Total |
|
|
Amount |
|
|
Total |
|
|
Amount |
|
|
Total |
|
|
|
(in millions of pesos, except percentages) |
Financial Sector (1) |
|
Ps. |
925.4 |
|
|
|
8.57 |
% |
|
Ps. |
343.7 |
|
|
|
3.14 |
% |
|
Ps. |
532.4 |
|
|
|
5.90 |
% |
|
|
|
Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Financial Public Sector |
|
|
2,690.6 |
|
|
|
24.93 |
|
|
|
5,187.5 |
|
|
|
47.44 |
|
|
|
4,513.7 |
|
|
|
50.01 |
|
Comunic., Transportation Health and Others |
|
|
517.2 |
|
|
|
4.79 |
|
|
|
409.7 |
|
|
|
3.75 |
|
|
|
339.0 |
|
|
|
3.76 |
|
Electricity, Gas, Water Supply and Sewage
Services |
|
|
234.8 |
|
|
|
2.18 |
|
|
|
154.2 |
|
|
|
1.41 |
|
|
|
134.3 |
|
|
|
1.49 |
|
Other Financial Services |
|
|
35.7 |
|
|
|
0.33 |
|
|
|
83.5 |
|
|
|
0.76 |
|
|
|
46.9 |
|
|
|
0.52 |
|
|
|
|
Total |
|
|
3,478.3 |
|
|
|
32.23 |
|
|
|
5,834.9 |
|
|
|
53.36 |
|
|
|
5,033.9 |
|
|
|
55.78 |
|
|
|
|
Primary Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agriculture and Livestock |
|
|
971.8 |
|
|
|
9.00 |
|
|
|
768.3 |
|
|
|
7.02 |
|
|
|
518.6 |
|
|
|
5.75 |
|
Fishing, Forestry and Mining |
|
|
29.8 |
|
|
|
0.28 |
|
|
|
11.9 |
|
|
|
0.11 |
|
|
|
69.3 |
|
|
|
0.77 |
|
|
|
|
Total |
|
|
1001.6 |
|
|
|
9.28 |
|
|
|
780.2 |
|
|
|
7.13 |
|
|
|
587.9 |
|
|
|
6.52 |
|
|
|
|
Consumer |
|
|
2,977.6 |
|
|
|
27.59 |
|
|
|
1,959.4 |
|
|
|
17.92 |
|
|
|
1,435.4 |
|
|
|
15.90 |
|
|
|
|
Retail Trade |
|
|
524.1 |
|
|
|
4.86 |
|
|
|
435.8 |
|
|
|
3.99 |
|
|
|
287.7 |
|
|
|
3.19 |
|
|
|
|
-49-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
% of |
|
|
|
|
|
|
% of |
|
|
|
Amount |
|
|
Total |
|
|
Amount |
|
|
Total |
|
|
Amount |
|
|
Total |
|
|
|
(in millions of pesos, except percentages) |
Wholesale Trade |
|
|
333.7 |
|
|
|
3.09 |
|
|
|
189.0 |
|
|
|
1.73 |
|
|
|
97.5 |
|
|
|
1.08 |
|
|
|
|
Construction |
|
|
309.7 |
|
|
|
2.87 |
|
|
|
388.3 |
|
|
|
3.55 |
|
|
|
372.8 |
|
|
|
4.13 |
|
|
|
|
Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foodstuffs |
|
|
406.1 |
|
|
|
3.76 |
|
|
|
386.0 |
|
|
|
3.53 |
|
|
|
233.9 |
|
|
|
2.59 |
|
Transportation Materials |
|
|
100.2 |
|
|
|
0.93 |
|
|
|
68.3 |
|
|
|
0.62 |
|
|
|
41.2 |
|
|
|
0.46 |
|
Chemicals and Oil |
|
|
177.4 |
|
|
|
1.64 |
|
|
|
24.8 |
|
|
|
0.23 |
|
|
|
124.6 |
|
|
|
1.38 |
|
Manufacturing Industries |
|
|
545.7 |
|
|
|
5.06 |
|
|
|
492.0 |
|
|
|
4.50 |
|
|
|
229.7 |
|
|
|
2.54 |
|
|
|
|
Total |
|
|
1229.4 |
|
|
|
11.39 |
|
|
|
971.1 |
|
|
|
8.88 |
|
|
|
629.4 |
|
|
|
6.97 |
|
|
|
|
Other Loans |
|
|
13.4 |
|
|
|
0.12 |
|
|
|
33.2 |
|
|
|
0.30 |
|
|
|
48.8 |
|
|
|
0.53 |
|
|
Total (2) |
|
Ps. |
10,793.2 |
|
|
|
100.00 |
% |
|
Ps. |
10,935.6 |
|
|
|
100.00 |
% |
|
Ps. |
9,025.8 |
|
|
|
100.00 |
% |
|
|
|
|
(1) |
|
Includes local and international financial sectors. |
|
(2) |
|
Before the allowance for loan losses. |
Loans identified as consumer loans are classified as consumer loans for purposes of the
Argentine Central Bank classification and provisioning system. All of the other loans represent
commercial loans. For a description of their treatment under Argentine Central Banks
classification and provisioning system, see Argentine Central Banks Loan Classification and Loan
Loss Provisions.
By sector of economic activity, while Services (including loans to the non-financial public
sector) remains the most significant item as in prior years, in 2006, its share of the total loan
portfolio shows a decrease with respect to the existing one at the close of the prior fiscal year
while the other sectors of activity increased their participation. The Services sector share
declined from 53.4% as of December 31, 2005 to 32.2% as of December 31, 2006.
Regarding the remaining sectors, the most significant categories are: loans to consumers
(27.6%), to the manufacturing industry (11.4%) and to the primary sector (9.3%). This last category
mainly comprises loans to the agriculture and livestock sector.
Maturity Composition of the Loan Portfolio
The following table sets forth an analysis by type of loan and time remaining to maturity of
Banco Galicias loan portfolio before deducting the allowance for loan losses as of December 31,
2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After 1 |
|
After 6 |
|
|
|
|
|
After 3 |
|
|
|
|
|
|
|
|
|
|
|
|
Month but |
|
Months but |
|
After 1 Year |
|
Years but |
|
|
|
|
|
Total at |
|
|
Within 1 |
|
within 6 |
|
within 12 |
|
but within 3 |
|
within 5 |
|
After 5 |
|
December |
|
|
Month |
|
Months |
|
Months |
|
Years |
|
Years |
|
Years |
|
31, 2006 |
|
|
(in millions of pesos) |
Non-Financial Public Sector (1) |
|
|
1.4 |
|
|
|
106.0 |
|
|
|
2.7 |
|
|
|
2,163.6 |
|
|
|
415.3 |
|
|
|
1.6 |
|
|
|
2,690.6 |
|
|
|
|
Financial Sector (1) |
|
|
306.1 |
|
|
|
4.5 |
|
|
|
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
311.7 |
|
|
|
|
Private Sector and Residents Abroad |
|
|
4,887.0 |
|
|
|
1,114.4 |
|
|
|
389.7 |
|
|
|
800.0 |
|
|
|
364.1 |
|
|
|
235.7 |
|
|
|
7,790.9 |
|
|
|
|
- Advances |
|
|
246.2 |
|
|
|
97.2 |
|
|
|
2.6 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
346.4 |
|
- Promissory Notes |
|
|
623.1 |
|
|
|
795.4 |
|
|
|
184.7 |
|
|
|
289.8 |
|
|
|
179.8 |
|
|
|
70.9 |
|
|
|
2,143.7 |
|
- Mortgage Loans |
|
|
23.1 |
|
|
|
52.3 |
|
|
|
68.2 |
|
|
|
226.8 |
|
|
|
153.0 |
|
|
|
164.6 |
|
|
|
688.0 |
|
- Pledge Loans |
|
|
3.6 |
|
|
|
10.0 |
|
|
|
12.1 |
|
|
|
35.9 |
|
|
|
5.5 |
|
|
|
|
|
|
|
67.1 |
|
- Personal Loans |
|
|
34.3 |
|
|
|
147.1 |
|
|
|
120.0 |
|
|
|
238.9 |
|
|
|
22.9 |
|
|
|
|
|
|
|
563.2 |
|
- Credit-Card Loans |
|
|
2,458.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,458.6 |
|
- Other Loans |
|
|
1,377.4 |
|
|
|
12.4 |
|
|
|
2.1 |
|
|
|
8.2 |
|
|
|
2.9 |
|
|
|
0.2 |
|
|
|
1,403.2 |
|
- Accrued Interest and Quotation
Differences Receivable (1) |
|
|
155.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155.0 |
|
- (Documented Interest) |
|
|
(33.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(33.7 |
) |
- (Unallocated Colletions) |
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.6 |
) |
|
|
|
Allowance for Loan Losses (2) |
|
|
(327.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(327.0 |
) |
|
Total Loans, Net |
|
Ps. |
4,867.5 |
|
|
Ps. |
1,224.9 |
|
|
Ps. |
393.5 |
|
|
Ps. |
2,963.6 |
|
|
Ps. |
779.4 |
|
|
Ps. |
237.3 |
|
|
Ps. |
10,466.2 |
|
|
|
|
|
(1) |
|
Interest and the CER adjustment were assigned to the first month. |
|
(2) |
|
Allowances were assigned to the first month as well as past due loans and loans in judicial proceedings. |
-50-
Interest Rate Sensitivity of Outstanding Loans as of December 31, 2006
The following table presents the interest rate sensitivity of Banco Galicias outstanding
loans as of December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
(in millions of pesos) |
|
As a % of Total Loans |
|
Variable Rate (1)(2) |
|
|
|
|
|
|
|
|
Pesos |
|
Ps. |
5,625.7 |
|
|
|
59.66 |
% |
Dollars |
|
|
907.3 |
|
|
|
9.62 |
|
|
|
|
Total |
|
Ps. |
6,533.0 |
|
|
|
69.28 |
% |
|
|
|
Fixed Rate (2)(3) |
|
|
|
|
|
|
|
|
Pesos |
|
Ps. |
1,966.7 |
|
|
|
20.86 |
% |
Dollars |
|
|
929.4 |
|
|
|
9.86 |
|
|
|
|
Total |
|
Ps. |
2,896.1 |
|
|
|
30.72 |
% |
|
|
|
Past Due Loans |
|
|
|
|
|
|
|
|
Pesos |
|
Ps. |
428.5 |
|
|
|
4.54 |
% |
Dollars |
|
|
52.4 |
|
|
|
0.56 |
|
|
|
|
Total |
|
Ps. |
480.9 |
|
|
|
5.10 |
% |
|
|
|
|
(1) |
|
Includes overdraft loans. |
|
(2) |
|
Includes past due loans and excludes interest receivable, differences in quotations and the CER adjustment. |
|
(3) |
|
Includes short-term and long-term loans whose rates are determined at the beginning of the loans life. |
Credit Review Process
Credit risk is the potential for financial loss resulting from the failure of a borrower to
honor its financial contractual obligations. Our credit risk arises mainly from Banco Galicias
lending activities and from the fact that, in the normal course of its business, the Bank is a
party to certain financial transactions with off-balance sheet risk, mainly commitments to extend
credit and guarantees granted. See also Item 5. Operating and Financial Review and ProspectsItem
5A. Operating ResultsOff-Balance Sheet Arrangements.
Our credit approval and credit risk analysis is a centralized process based on the concept of
opposition of interests. This is achieved through the existing separation between the credit and
the origination functions both in the Banks retail and the wholesale business divisions, thus
enabling us to achieve an ongoing and efficient control of asset quality, a proactive management of
problem loans, aggressive write-offs of uncollectible loans, and an adequate loan loss
provisioning. The process also includes credit-quality monitoring by borrower, as well as
monitoring of problem loans and related losses. The process facilitates early detection of
situations that could entail some degree of portfolio impairment and provides appropriate
protection of the Banks assets.
The Banks Credit Division is responsible for defining, subject to the approval of the Banks
Board of Directors, our credit risk policies and procedures, for the continuous assessment of
credit risk and for the development of credit assessment models applied to risk products. It is
also responsible for loan approval, classification of the loan portfolio and recovery of past due
loans.
To perform its tasks, the Credit Division is made up of the Corporate Credit Department, in
charge of approving, supervising, classifying and provisioning the commercial and financial
institutions loan portfolio; the Corporate Recovery and Legal Proceedings Department, in charge of
the follow-up and recovery of the past due commercial portfolio and consumer portfolio; and the
Retail Credit Department, in charge of approving consumer loans as well as following up and
recovering past due consumer loans.
-51-
The Internal Audit Division is in charge of overseeing the classification of the loan
portfolio, in accordance with the regulations established by the Argentine Central Bank.
Retail Credit
In connection with consumer loans, the Bank assesses applications for different products such
as credit card loans, cash advances in current accounts and secured and unsecured personal loans.
Applications for these products are assessed through computerized credit-scoring systems that
take into account different variables to determine the customers profile and repayment capacity.
Analysis of the information required from applicants and the credit approval or refusal decision is
made in a centralized manner. Applicants previous credit performance, both at Banco Galicia or in
the financial system as a whole, is verified through the information provided by Organización Veraz
S.A., a company that provides credit information services.
In connection with credit approval, the Retail Credit Department is responsible for approving
loans for amounts up to Ps.1.0 million. Loans exceeding such amount have to be approved by the
Board of Directors Committee. This Department also defines and approves credit policies for the
retail banking business, together with the originating sectors. The Retail Credit Department
monitors the classification of the loan portfolio pursuant to the Argentine Central Bank
regulations and the Banks internal policies. Accordingly to the rules in force, classification of
the retail loan portfolio is based on the borrowers performance.
In connection with the recovery of past-due loans, the Retail Credit Department manages
individual past-due loans from the early stages until the portfolio returns to a normal status or
the recovery procedures are abandoned in the case of loans deemed uncollectible. Recovery
procedures throughout Argentina are carried out either directly or through third parties.
When a consumer loan is more than three days past due, recovery procedures are undertaken
through the Collection Center (a specialized area of the Banks Customer Contact Center), or
through letters or visits to the borrower. A follow-up system that performs automated telephone
calls is also used for loans in early stages of delinquency. For a better coverage of the locations
in the provinces, the Department also coordinates actions with the Banks branch network staff.
When these procedures are exhausted, recovery of these loans is turned to collection agencies hired
by the Bank to handle recovery through litigation or out-of-court proceedings; whereas court
proceedings are the responsibility of the Judicial Proceedings sector, which reports to the
Corporate Recovery and Legal Proceedings Department. The Retail Credit Department oversees the
performance of these agencies.
Banco Galicia does not classify, nor does it provide for recovery procedures of certain small
balance loans, including credit card balances from membership fees and other administrative costs
charged to customers on unsolicited credit cards, small residual balances from lending operations
where the cost of recovery and legal costs are prohibitive. These small balance loans are
charged-off directly to the income statement.
Corporate Credit
Prior to the approval of a loan, the Bank performs an evaluation of the corporate borrower and
its financial status. For credits above certain amounts, the Bank carries out a standard analysis
of each credit line and of each corporate borrower. For credits below certain amounts, automated
risk evaluation systems that provide financial and non-financial information on the borrower are
used.
The Banks information systems provide both financial and non-financial data about customers.
They can also perform automated risk evaluations and financial-statement projections and have the
capacity to generate automatic warnings when certain situations are verified that may indicate an
increase in risk.
The Bank bases the risk assessment on the following factors:
-52-
|
|
|
Qualitative analysis
|
|
assessment of the quality of the corporate
borrower performed by the line officer to
which the account has been assigned on the
basis of personal knowledge. |
Economic and financial risk
|
|
quantitative analysis of the borrowers
financial statements. |
Economic sector risk
|
|
measurement of the general risk of the
sector in which the borrower operates
(based on statistical information gathered
from internal and external sources). |
The primary responsibility of the Corporate Credit Department is to approve loans to corporate
customers with a credit limit not exceeding Ps.5.0 million. In such process, the primary objective
is to maintain high credit-quality standards, in accordance with the Banks policies and
procedures. The Department also classifies the performing and non-performing commercial portfolios,
in accordance with the regulations set by the Argentine Central Bank and with the Banks own
internal policies, and coordinates the Credit Divisions relations with the Argentine Central Bank,
the independent auditors, and the rating agencies. Moreover, it reviews all those corporate
customers whose total credit exceeds Ps.500,000 in accordance with a review schedule determined by
the level of credit risk.
The Corporate Recovery and Legal Proceedings Department is responsible for monitoring and
controlling past-due commercial portfolios and for recovery of the entire commercial portfolio. It
establishes procedures, acts proactively, and designs action plans on a case-by-case basis to
recover any amounts that exceed the credit limits that are assigned to the different corporate
customers. This Department also oversees recovery of problem loans in the corporate portfolio,
managing them efficiently and working to regularize the status of those customers that are most
attractive to the Bank. Finally, this Department manages court and out-of-court proceedings aimed
at recovering commercial loans and court proceedings involving the consumer portfolio. This
includes overseeing lawsuits carried out in various jurisdictions by outside law firms hired to
handle these matters.
The Corporate Banking and Middle-Market Banking Departments are responsible for the business
relations with the Banks corporate customers as regards both the management of the various lines
of business and credit origination.
The Corporate Restructuring Department, which had been created in 2002 to restructure the debt
of certain customers within the large corporations sector, was dissolved in 2004. This decision was
taken upon the Banks restructuring during 2004 of a substantial portion of the portfolio managed
by that Department.
An officer of the Credit Division must approve all credit extensions. Approval of commercial
credits is structured based on the credit limit assigned to each customer, as follows:
- |
|
Up to Ps.3.0 million: credit granting is proposed by the line business
officers and must be approved by officers of the Corporate Credit
Department in accordance with pre-established credit authority levels. |
|
- |
|
Over Ps.3.0 million and up to Ps.5.0 million: credit granting
proposals are jointly approved by the manager of the Credit Division
and the manager of the business department to which the account
belongs. |
|
- |
|
Over Ps.5.0 million: credit granting operations must be approved by
the Board of Directors Committee, with the participation of: (i) one
or more directors; (ii) the manager of the Credit Division; and (iii)
the manager of the Wholesale Banking Division. The participation of
the managers of the business departments depends on which of these
departments manages the account subject to approval. |
The Banks information systems provide both financial and non-financial data about customers.
They can also perform automated risk evaluations and financial-statements projections and have the
capacity to generate automatic warnings about situations that may indicate an increase in risk.
Policy for Requiring Collateral
The credit review process of Banco Galicia is unaffected by the collateral underlying the
loan. The Banks credit review process and the Argentine Central Banks loan
classification system is based on a borrowers capacity to repay or on the past due status of the
loan rather than on the structure of the loan. However, once a loan is
-53-
classified, the level of the reserve that should be made against the loan is determined by
whether the loan is secured or unsecured.
In order to protect its assets, the Bank performs reviews of the collateral received in
various opportunities during the duration of the loan, whether it is upon the initial granting of
the loan, or due to the portfolios periodic reviews or with the updating of the credit margins.
Argentine Central Banks Loan Classification and Loan Loss Provisions
General
Although the aggregate amount of credit operations conducted with companies, individuals or
economic groups by the Bank, measured for each one of those customers, is limited by Argentine
Central Bank rules pursuant to Communiqué A 2140 and subsequent rules, the Bank applies
significantly stricter parameters of credit concentration.
Independently of its internal policies and procedures designed to minimize credit risk, the
Bank complies with the applicable regulations of the Argentine Central Bank, which are summarized
below.
In 1994, the Argentine Central Bank introduced the current loan classification system and the
corresponding minimum loan loss provision requirements, applicable to loans and other types of
credit (together referred to as loans in this section) to private-sector borrowers.
The current loan classification system is a bifurcated system, applying certain criteria to
classify loans in a banks consumer portfolio, and another set of criteria to classify loans in
its commercial portfolio. The classification system is independent of the currency in which the
loan is denominated. The loan classification criteria applied to loans in the consumer portfolio
are based on delinquency. For the purposes of the Argentine Central Bank, consumer loans are
defined as residential mortgage loans, personal loans, pledge loans, credit-card loans and other
types of installment credits to individuals. All other loans are considered as commercial loans. In
addition, as permitted by the Argentine Central Bank, banks can classify as consumer loans all
commercial loans that are for an amount less than Ps.500,000 (since May 1, 2005, through Communiqué
A 4310 dated March 6, 2005, the Argentine Central Bank increased this amount from Ps.200,000 to
Ps.500,000). Given that the Bank makes use of this option, it classifies commercial loans of up to
Ps.500,000 based on the delinquency aging method.
The principal criterion of classification of loans in the commercial portfolio is each
borrowers ability to pay, as measured mainly by such borrowers future cash flow. In the loan
classification system, all customers of an economic group (all corporate and financial entities,
both domestic and foreign, which are controlled, directly or indirectly, by a customer) are
considered as one borrower. For example, if one or more loans in a group of loans to an economic
group become classified, all loans to that group are reclassified in the most severe
classification. If a customer has both commercial and consumer loans, consumer loans will be added
to commercial loans to determine eligibility for classification in the consumer portfolio. Loans
backed with preferred guarantees will be considered at 50.0% of their nominal value.
In applying the Argentine Central Banks classification to commercial loans, banks must assess
the following factors: present and projected financial situation of the borrower, management and
operating history and capability of the borrowers internal information and control systems to
provide accurate and timely financial information, as well as the general risk of the sector in
which the borrower operates and the borrowers relative position within that sector. In this
analysis, special consideration must be given to the assessment of the customers exposure to
currency risk.
Argentine Central Bank rules establish that an evaluation team independent of banks loan
origination sectors must carry out a periodic review of the commercial portfolio. The Banks Credit
Division is in charge of these reviews, being independent of the business units that generate the
operations.
-54-
The review must be carried out on each borrower with outstanding credit equal to the lesser of
the following amounts: Ps.1.0 million or 1% of a the Banks computable regulatory capital (RPC or
Adjusted Shareholders Equity), but, in all cases, this amount shall at least cover 20% of the
total loan portfolio. The frequency of the review of each borrower will depend of the Banks
exposure to it.
The Argentine Central Bank requires that the larger the exposure is, the more frequent the
review should be. Said review must be conducted every calendar quarter when credit exposure to that
borrower is equal to or in excess of 5% of the Banks RPC on the last day of the month prior to the
review, or every six months when exposure equals or exceeds the lesser of the following amounts:
Ps.1.0 million or 1% of the Banks RPC on the last day prior to the review. In any case, at least
50% of the commercial portfolio must be reviewed by the end of each six months, and all other
borrowers in the commercial portfolio must be reviewed during the Banks fiscal year, so that that
the entire commercial portfolio is reviewed every fiscal year.
Reviews must be reevaluated and documented in a borrowers file upon a negative change in
objective criteria such as an increase in days past due, filing for bankruptcy or protection from
creditors, or a judicial proceeding initiated against a borrower. In addition, a reevaluation is
triggered when, based on information made available by the Argentine Central Bank, any other
financial institution holding at least 10.0% of a borrowers total outstanding credit downgrades
its classification of that borrower, or when an independent rating agency downgrades the rating it
grants to a borrowers debt securities.
Only one level of discrepancy is permitted between the classification assigned by a bank
assigns and the lowest classification assigned by at least two other banks whose combined credit to
the borrower represents 40.0% or more of the total credit of the borrower considering all banks. If
a banks classification differs by more than one level from the lowest of such classification, it
must immediately downgrade its classification of the borrower to the same classification, or within
one classification level. This mandatory reclassification was discontinued for commercial debtors
(including those treated as consumer loans for the purposes of classification) pursuant to the
provisions of the Argentine Central Banks Communiqué A 3918 for the period between March 31 and
December 31, 2003. However, said mandatory reclassification started to be effective in 2004,
pursuant to the provisions of Communiqué A 4070.
Argentine Central Bank Communiqué A 3418, issued on January 3, 2002, also allowed for
increased flexibility of the rules for classification of borrowers for December 2001 and January
2002, by temporarily extending the late-payment period admitted for borrowers in categories 1 and 2
by 31 additional days, both for the commercial and consumer portfolios. On February 7, 2002,
through its Communiqué A 3463, the Argentine Central Bank further extended the late-payment
periods established by Communiqué A 3418 by 31 additional days. Subsequently, no additional
extension was provided.
With the purpose of facilitating customers access to credit after the 2001-2002 crisis, the
Argentine Central Bank resolved, mainly through Communiqués A 4070 and A 4254, dated January 9,
and December 2, 2004, respectively, to make some modifications that aimed at making the effects of
said crisis neutral on customers classification. The most important modifications made were as
follows:
- |
|
the possibility to classify as normal, at the financial institutions option, those customers having reached a
restructuring agreement, without repayment percentages being required, and having have enough cash flows to repay the new
debt (this option was effective until June 2006). |
|
- |
|
the reduction in the requirements for loan amortization necessary to improve the customers classification. |
|
- |
|
the possibility to provide customers with new financial assistance and classify as normal customers classified in a
non-accrual status in the financial system, thereby restricting this financing assistance to pre-established percentages
according to the worst situation a customer registers in the financial system. |
Loan Classification
The following tables set forth the Argentine Central Banks six loan classifications
corresponding to levels of risk. Banco Galicias total exposure to a private sector customer must
be classified in the riskiest classification that corresponds to any part of such exposure.
-55-
|
|
|
|
|
|
|
Loan Classification |
|
Description |
|
|
|
|
|
|
(a)
|
|
Commercial Portfolio |
|
|
|
|
|
|
|
1. Normal |
|
Borrower can easily service all financial obligations; shows strong cash flow, liquid
current financial situation, adequate financial structure, punctual payment record, capable
management, timely and precise available information and satisfactory internal controls.
Borrower is determined to be in the top 50.0% of an industry that is performing well and has a
good outlook. |
|
|
|
|
|
|
|
2. With Special Follow-Up |
|
Cash flow analysis indicates debt can be serviced, with the
possibility that if not closely observed, future payment capacity could be impaired. |
|
|
|
|
|
|
|
|
|
This category is divided into two
subcategories: |
|
|
|
|
|
|
|
|
|
(2.a). Under observation; |
|
|
|
|
|
|
|
|
|
(2.b). Under negotiation or under agreements
to refinance. |
|
|
|
|
|
|
|
3. With Problems |
|
Cash flow analysis evidences problems in normal servicing of existing debt,
such that if the problems are not solved, they may result in some loss. |
|
|
|
|
|
|
|
4. High Risk of Insolvency |
|
Cash flow analysis demonstrates that full repayment of the
borrowers obligations is highly improbable. |
|
|
|
|
|
|
|
5. Uncollectible |
|
Debts in this category are considered total losses. Although these assets
could have a possibility of recovery under certain future circumstances, lack of
collectibility is evident as of the date of analysis. Includes loans to insolvent or bankrupt
borrowers. |
|
|
|
|
|
|
|
6. Uncollectible due to Technical Reasons |
|
Loans to borrowers indicated by the Argentine Central
Bank to be in arrears to any liquidated or bankrupt financial entity. Also includes loans to
foreign banks and other financial institutions which are not: |
|
|
|
|
|
|
|
|
|
(i) |
|
classified as normal, |
|
|
|
|
|
|
|
|
|
(ii) |
|
subject to the supervision of the Argentine
Central Bank or other similar authority of the
country of origin, and |
|
|
|
|
|
|
|
|
|
(iii) |
|
classified as investment grade by any of
the rating agencies admitted to the Argentine
Central Bank pursuant to Communiqué A 2729. |
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
Consumer Portfolio |
|
|
|
|
|
|
|
1. Normal Performance |
|
Current Loans and Loans that are up to 31 days past due on principal
and/or interest, including loans that are current. |
|
|
|
|
|
|
|
2. Inadequate Performance |
|
Debt payment is occasionally delinquent, with arrears from 32 to 90
days. |
|
|
|
|
|
|
|
3. Deficient Performance |
|
Debt is in arrears at least 91 days and up to 180 days. |
|
|
|
|
|
|
|
4. Difficult Collection |
|
Judicial proceedings demanding payment have been initiated against the
borrower, or the borrower is delinquent |
-56-
|
|
|
|
|
|
|
Loan Classification |
|
Description |
|
|
|
|
with arrears greater than 180 days and up to one
year past due. |
|
|
|
|
|
|
|
5. Uncollectible |
|
Loans to insolvent or bankrupt borrowers, or borrowers subject to judicial
proceedings, with little or no possibility of collection, or in arrears in excess of one year. |
|
|
|
|
|
|
|
6. Uncollectible due to Technical Reasons |
|
Loans to borrowers who fall within the conditions
described above under Commercial PortfolioUncollectible due to Technical Reasons. |
Loan Loss Provision Requirements
Allocated Provisions
The minimum loan loss provisions required by the Argentine Central Bank relate to the above
loan classification. The rates vary by category and by whether the loans are secured or not. The
percentages apply to the total obligations of the customer, considering both principal and
interest. Groups of related companies are deemed to be a single customer, and the Banks total
exposure to one customer must be classified in the highest risk category applicable to any part of
such exposure. The allowance for loan losses on the performing portfolio is unallocated, while the
allowances for the other categories are individually allocated. The regulations suspend accrual of
interest or require allowances equivalent to 100% of interest for customers classified as With
Problems, Deficient Performance, or lower. The allowances required are as follows:
|
|
|
|
|
|
|
|
|
Minimum Allowances for Loan Losses |
|
Secured |
|
Unsecured |
|
Category |
|
|
|
|
|
|
|
|
Normal/ Normal Performance |
|
|
1.0 |
% |
|
|
1.0 |
% |
With Special Follow Up and Inadequate Performance |
|
|
|
|
|
|
|
|
Inadequate Performance Under Observation |
|
|
3.0 |
|
|
|
5.0 |
|
Inadequate Performance Under Negotiation or Agreement to Refinance |
|
|
6.0 |
|
|
|
12.0 |
|
With Problems and Deficient Performance |
|
|
12.0 |
% |
|
|
25.0 |
% |
High Risk of Insolvency and Difficult Collection |
|
|
25.0 |
|
|
|
50.0 |
|
Uncollectible |
|
|
50.0 |
|
|
|
100.0 |
|
Uncollectible Due to Technical Reasons |
|
|
100.0 |
|
|
|
100.0 |
|
|
Pursuant to Argentine Central Bank regulations, these minimum provisions are not required
for interbank financial transactions of less than thirty days, or loans to Argentine provincial
governments or to financial institutions majority-owned by the Argentine national, provincial or
city governments with governmental guarantees.
General Provisions
In addition to the specific loan loss allowances described above, the Argentine Central Bank
established in November 1992 a mandatory general allowance requirement of 1.0% for all loans in its
normal and normal performance categories. This general allowance is not required for interbank
financial transactions of less than thirty days, or loans to the non-financial public sector or to
financial institutions majority-owned by the Argentine national, provincial or city governments
with governmental guarantees. This general allowance is determined based on the Banks judgment of
the entire loan portfolio risk at each reporting period.
As of December 31, 2006, December 31, 2005 and December 31, 2004, the Bank maintained a
general loan loss allowance of Ps.101.0 million, Ps.175.1 million and Ps.191.0 million,
respectively, which exceeded by Ps.35.2 million, Ps.130.3 million and Ps.161.8 million,
respectively, the 1.0% minimum general allowance required by the Argentine Central Bank. The excess
over the minimum requirement was maintained at each date, in connection with commercial loans under
a restructuring process. The decreases in the level and the excess over the general loan loss
allowance reflect the charge offs made and the improvement of the loan portfolio quality, related
to a large extent to the progress in the restructuring of commercial loans.
-57-
Classification of the Loan Portfolio based on Argentine Central Bank Regulations
The following tables set forth the amounts of Banco Galicias loans past due and the amounts
not yet due of the loan portfolio, applying the Argentine Central Banks loan classification
criteria in effect at the dates indicated below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006 |
|
|
Amounts Not Yet |
|
|
|
|
|
|
Due(1) |
|
Amounts Past Due |
|
Total Loans |
|
|
(in millions of pesos, except percentages) |
Loan Portfolio Classification |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Normal and Normal Performance |
|
Ps. |
10,139.5 |
|
|
|
96.23 |
% |
|
|
|
|
|
|
|
|
|
Ps. |
10,139.5 |
|
|
|
93.94 |
% |
With Special Follow-up and Inadequate Performance |
|
|
374.6 |
|
|
|
3.55 |
|
|
|
|
|
|
|
|
|
|
|
374.6 |
|
|
|
3.47 |
|
With Problems and Deficient Performance |
|
|
12.2 |
|
|
|
0.12 |
|
|
|
30.0 |
|
|
|
11.69 |
|
|
|
42.2 |
|
|
|
0.39 |
|
High Risk of Insolvency and Difficult Collection |
|
|
10.2 |
|
|
|
0.10 |
|
|
|
192.7 |
|
|
|
75.07 |
|
|
|
202.9 |
|
|
|
1.88 |
|
Uncollectible |
|
|
|
|
|
|
|
|
|
|
28.8 |
|
|
|
11.22 |
|
|
|
28.8 |
|
|
|
0.27 |
|
Uncollectible Due to Technical Reasons |
|
|
|
|
|
|
|
|
|
|
5.2 |
|
|
|
2.02 |
|
|
|
5.2 |
|
|
|
0.05 |
|
|
|
|
Total |
|
Ps. |
10,536.5 |
|
|
|
100.00 |
% |
|
Ps. |
256.7 |
|
|
|
100.00 |
% |
|
Ps. |
10,793.2 |
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2005 |
|
|
Amounts Not Yet |
|
|
|
|
|
|
Due(1) |
|
Amounts Past Due |
|
Total Loans |
|
|
(in millions of pesos, except percentages) |
Loan Portfolio Classification |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Normal and Normal Performance |
|
Ps. |
10,168.8 |
|
|
|
95.22 |
% |
|
|
|
|
|
|
|
|
|
Ps. |
10,168.8 |
|
|
|
92.99 |
% |
With Special Follow-up and Inadequate Performance |
|
|
384.4 |
|
|
|
3.60 |
|
|
|
|
|
|
|
|
|
|
|
384.4 |
|
|
|
3.51 |
|
With Problems and Deficient Performance |
|
|
120.4 |
|
|
|
1.13 |
|
|
|
206.9 |
|
|
|
80.82 |
|
|
|
327.3 |
|
|
|
2.99 |
|
High Risk of Insolvency and Difficult Collection |
|
|
6.0 |
|
|
|
0.05 |
|
|
|
23.0 |
|
|
|
8.98 |
|
|
|
29.0 |
|
|
|
0.27 |
|
Uncollectible |
|
|
|
|
|
|
|
|
|
|
22.8 |
|
|
|
8.91 |
|
|
|
22.8 |
|
|
|
0.21 |
|
Uncollectible Due to Technical Reasons |
|
|
|
|
|
|
|
|
|
|
3.3 |
|
|
|
1.29 |
|
|
|
3.3 |
|
|
|
0.03 |
|
|
|
|
Total |
|
Ps. |
10,679.6 |
|
|
|
100.00 |
% |
|
Ps. |
256.0 |
|
|
|
100.00 |
% |
|
Ps. |
10,935.6 |
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2004 |
|
|
Amounts Not Yet |
|
|
|
|
|
|
Due(1) |
|
Amounts Past Due |
|
Total Loans |
|
|
(in millions of pesos, except percentages) |
Loan Portfolio Classification |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Normal and Normal Performance |
|
Ps. |
7,764.4 |
|
|
|
90.53 |
% |
|
|
|
|
|
|
|
|
|
Ps. |
7,764.4 |
|
|
|
86.02 |
% |
With Special Follow-up and Inadequate Performance |
|
|
562.5 |
|
|
|
6.56 |
|
|
|
|
|
|
|
|
|
|
|
562.5 |
|
|
|
6.23 |
|
With Problems and Deficient Performance |
|
|
197.1 |
|
|
|
2.30 |
|
|
Ps. |
251.7 |
|
|
|
56.06 |
% |
|
|
448.8 |
|
|
|
4.97 |
|
High Risk of Insolvency and Difficult Collection |
|
|
52.8 |
|
|
|
0.61 |
|
|
|
105.8 |
|
|
|
23.56 |
|
|
|
158.6 |
|
|
|
1.76 |
|
Uncollectible |
|
|
|
|
|
|
|
|
|
|
85.5 |
|
|
|
19.04 |
|
|
|
85.5 |
|
|
|
0.95 |
|
Uncollectible Due to Technical Reasons |
|
|
|
|
|
|
|
|
|
|
6.0 |
|
|
|
1.34 |
|
|
|
6.0 |
|
|
|
0.07 |
|
|
|
|
Total |
|
Ps. |
8,576.8 |
|
|
|
100.00 |
% |
|
Ps. |
449.0 |
|
|
|
100.00 |
% |
|
Ps. |
9,025.8 |
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2003 |
|
|
Amounts Not Yet |
|
|
|
|
|
|
Due(1) |
|
Amounts Past Due |
|
Total Loans |
|
|
(in millions of pesos, except percentages) |
Loan Portfolio Classification |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Normal and Normal Performance |
|
Ps. |
6,531.3 |
|
|
|
85.63 |
% |
|
|
|
|
|
|
|
|
|
Ps. |
6,531.3 |
|
|
|
75.61 |
% |
With Special Follow-up and Inadequate Performance |
|
|
807.9 |
|
|
|
10.59 |
|
|
|
|
|
|
|
|
|
|
|
807.9 |
|
|
|
9.35 |
|
With Problems and Deficient Performance |
|
|
237.9 |
|
|
|
3.12 |
|
|
Ps. |
426.5 |
|
|
|
42.19 |
% |
|
|
664.4 |
|
|
|
7.69 |
|
High Risk of Insolvency and Difficult Collection |
|
|
50.4 |
|
|
|
0.66 |
|
|
|
245.4 |
|
|
|
24.27 |
|
|
|
295.8 |
|
|
|
3.42 |
|
Uncollectible |
|
|
|
|
|
|
|
|
|
|
324.9 |
|
|
|
32.14 |
|
|
|
324.9 |
|
|
|
3.76 |
|
Uncollectible Due to Technical Reasons |
|
|
|
|
|
|
|
|
|
|
14.2 |
|
|
|
1.40 |
|
|
|
14.2 |
|
|
|
0.17 |
|
|
|
|
Total |
|
Ps. |
7,627.5 |
|
|
|
100.00 |
% |
|
Ps. |
1,011.0 |
|
|
|
100.00 |
% |
|
Ps. |
8,638.5 |
|
|
|
100.00 |
% |
|
-58-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2002 |
|
|
Amounts Not Yet |
|
|
|
|
|
|
Due(1) |
|
Amounts Past Due |
|
Total Loans |
|
|
(In millions of February 28, 2003, constant pesos, except percentages) |
Loan Portfolio Classification |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Normal and Normal Performance |
|
Ps. |
9,758.0 |
|
|
|
88.02 |
% |
|
|
|
|
|
|
|
|
|
Ps. |
9,758.0 |
|
|
|
79.28 |
% |
With Special Follow-up and Inadequate Performance |
|
|
940.5 |
|
|
|
8.48 |
|
|
|
|
|
|
|
|
|
|
|
940.5 |
|
|
|
7.64 |
|
With Problems and Deficient Performance |
|
|
321.5 |
|
|
|
2.90 |
|
|
|
556.3 |
|
|
|
45.50 |
% |
|
|
877.8 |
|
|
|
7.13 |
|
High Risk of Insolvency and Difficult Collection |
|
|
66.1 |
|
|
|
0.60 |
|
|
|
453.4 |
|
|
|
37.09 |
|
|
|
519.5 |
|
|
|
4.22 |
|
Uncollectible |
|
|
|
|
|
|
|
|
|
|
198.2 |
|
|
|
16.21 |
|
|
|
198.2 |
|
|
|
1.61 |
|
Uncollectible Due to Technical Reasons |
|
|
|
|
|
|
|
|
|
|
14.7 |
|
|
|
1.20 |
|
|
|
14.7 |
|
|
|
0.12 |
|
|
|
|
Total |
|
Ps. |
11,086.1 |
|
|
|
100.00 |
% |
|
Ps. |
1,222.6 |
|
|
|
100.00 |
% |
|
Ps. |
12,308.7 |
|
|
|
100.00 |
% |
|
As of December 31, 2006, there were no loans classified as category 2.b pursuant to the
Argentine Central Banks classification. Such category corresponds to loans under a restructuring
process but that do not constitute non-performing portfolios. As of December 31, 2005, these loans
amounted to Ps.19.3 million, with a 84.6% decrease from Ps.125.6 million as of December 31, 2004.
The amount at the end of 2004 was 40.9% lower than the Ps.212.6 million recorded at the end of
fiscal year 2003. This portfolio consists of commercial loans only.
Analysis of Amounts Past Due and Non-Accrual Loans
The following table analyzes amounts past due 90 days or more in Banco Galicias loan portfolio, by
type of loan and by type of guarantee at the dates indicated, as well as the Banks non-accrual
loan portfolio, by type of guarantee, the Banks allowance for loan losses and its main asset
quality ratios at the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
|
|
|
2006 |
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 28, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003, constant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pesos, except |
|
|
(in millions of pesos, except ratios) |
ratios) |
Total Loans (1) |
|
Ps. |
10,793.2 |
|
|
|
|
|
|
Ps. |
10,935.6 |
|
|
Ps. |
9,025.8 |
|
|
Ps. |
8,638.5 |
|
|
Ps. |
12,308.7 |
|
|
Non-Accrual Loans (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With Preferred Guarantees |
|
|
40.2 |
|
|
|
|
|
|
|
58.4 |
|
|
|
383.7 |
|
|
|
496.5 |
|
|
|
610.8 |
|
With Other Guarantees |
|
|
5.1 |
|
|
|
|
|
|
|
6.5 |
|
|
|
67.4 |
|
|
|
275.8 |
|
|
|
282.9 |
|
Without Guarantees |
|
|
233.8 |
|
|
|
|
|
|
|
317.5 |
|
|
|
247.8 |
|
|
|
527.0 |
|
|
|
716.5 |
|
|
|
|
Total Non-Accrual Loans (2) |
|
Ps. |
279.1 |
|
|
|
|
|
|
Ps. |
382.4 |
|
|
Ps. |
698.9 |
|
|
Ps. |
1,299.3 |
|
|
Ps. |
1,610.2 |
|
|
Past Due Loan Portfolio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Financial Public Sector |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local Financial Sector |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Financial Private Sector and Residents Abroad |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
|
20.9 |
|
|
|
|
|
|
|
14.1 |
|
|
|
29.9 |
|
|
|
93.9 |
|
|
|
64.9 |
|
Notes |
|
|
135.2 |
|
|
|
|
|
|
|
191.6 |
|
|
|
253.1 |
|
|
|
528.2 |
|
|
|
741.0 |
|
Mortgage Loans |
|
|
28.4 |
|
|
|
|
|
|
|
14.6 |
|
|
|
115.1 |
|
|
|
211.7 |
|
|
|
217.2 |
|
Pledge Loans |
|
|
0.3 |
|
|
|
|
|
|
|
0.5 |
|
|
|
4.2 |
|
|
|
28.3 |
|
|
|
35.7 |
|
Personal Loans |
|
|
4.1 |
|
|
|
|
|
|
|
0.8 |
|
|
|
4.2 |
|
|
|
110.2 |
|
|
|
58.6 |
|
Credit-Card Loans |
|
|
62.7 |
|
|
|
|
|
|
|
33.4 |
|
|
|
24.9 |
|
|
|
30.6 |
|
|
|
100.4 |
|
Placements with Correspondent Banks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-59-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
|
|
|
2006 |
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 28, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003, constant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pesos, except |
|
|
(in millions of pesos, except ratios) |
ratios) |
Other Loans |
|
|
5.1 |
|
|
|
|
|
|
|
1.0 |
|
|
|
17.6 |
|
|
|
8.1 |
|
|
|
4.8 |
|
|
|
|
Total Past Due Loans |
|
Ps. |
256.7 |
|
|
|
|
|
|
Ps. |
256.0 |
|
|
Ps. |
449.0 |
|
|
Ps. |
1,011.0 |
|
|
Ps. |
1,222.6 |
|
|
Past Due Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With Preferred Guarantees |
|
|
28.9 |
|
|
|
|
|
|
|
16.1 |
|
|
|
308.0 |
|
|
|
415.7 |
|
|
|
449.3 |
|
With Other Guarantees |
|
|
4.3 |
|
|
|
|
|
|
|
4.9 |
|
|
|
11.4 |
|
|
|
235.6 |
|
|
|
172.5 |
|
Without Guarantees |
|
|
223.5 |
|
|
|
|
|
|
|
235.0 |
|
|
|
129.6 |
|
|
|
359.7 |
|
|
|
600.8 |
|
|
|
|
Total Past Due Loans |
|
Ps. |
256.7 |
|
|
|
|
|
|
Ps. |
256.0 |
|
|
Ps. |
449.0 |
|
|
Ps. |
1,011.0 |
|
|
Ps. |
1,222.6 |
|
|
Allowance for Loan Losses |
|
Ps. |
327.0 |
|
|
|
|
|
|
Ps. |
427.9 |
|
|
Ps. |
632.6 |
|
|
Ps. |
1,177.3 |
|
|
Ps. |
1,681.8 |
|
|
Ratios (%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a % of Total Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Total Past Due Loans |
|
|
2.38 |
|
|
|
|
|
|
|
2.34 |
|
|
|
4.97 |
|
|
|
11.70 |
|
|
|
9.93 |
|
- Past Due Loans with Preferred Guarantees |
|
|
0.27 |
|
|
|
|
|
|
|
0.15 |
|
|
|
3.40 |
|
|
|
4.81 |
|
|
|
3.65 |
|
- Past Due Loans with Other Guarantees |
|
|
0.04 |
|
|
|
|
|
|
|
0.04 |
|
|
|
0.13 |
|
|
|
2.73 |
|
|
|
1.40 |
|
- Past Due Unsecured Amounts |
|
|
2.07 |
|
|
|
|
|
|
|
2.15 |
|
|
|
1.44 |
|
|
|
4.16 |
|
|
|
4.88 |
|
- Non-Accrual Loans (2) |
|
|
2.59 |
|
|
|
|
|
|
|
3.50 |
|
|
|
7.74 |
|
|
|
15.04 |
|
|
|
13.08 |
|
- Non-Accrual Loans (2) (Excluding Interbank Loans) |
|
|
2.80 |
|
|
|
|
|
|
|
3.57 |
|
|
|
8.10 |
|
|
|
15.35 |
|
|
|
13.25 |
|
Non-Accrual Loans (2) as a Percentage of Loans to
the Private Sector |
|
|
3.49 |
|
|
|
|
|
|
|
6.78 |
|
|
|
15.93 |
|
|
|
31.16 |
|
|
|
35.47 |
|
Allowance for Loan Losses as a % of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Total Loans |
|
|
3.03 |
|
|
|
|
|
|
|
3.91 |
|
|
|
7.01 |
|
|
|
13.63 |
|
|
|
13.66 |
|
- Total Loans Excluding Interbank Loans |
|
|
3.27 |
|
|
|
|
|
|
|
4.00 |
|
|
|
7.33 |
|
|
|
13.91 |
|
|
|
13.84 |
|
- Total Non-Accrual Loans (2) |
|
|
117.16 |
|
|
|
|
|
|
|
111.90 |
|
|
|
90.51 |
|
|
|
90.61 |
|
|
|
104.45 |
|
Non-Accrual Loans with Guarantees as a Percentage
of Non-Accrual Loans (2) |
|
|
16.23 |
|
|
|
|
|
|
|
16.97 |
|
|
|
64.54 |
|
|
|
59.44 |
|
|
|
55.50 |
|
Non-Accrual Loans as a Percentage of Total Past Due Loans |
|
|
108.73 |
|
|
|
|
|
|
|
149.38 |
|
|
|
155.66 |
|
|
|
128.52 |
|
|
|
131.70 |
|
|
|
|
|
(1) |
|
Before the allowance for loan losses. |
|
(2) |
|
Non-Accrual loans are defined as those loans in the categories of: (a) consumer portfolio: defective fulfillment, difficulty in recovery,
uncollectible and uncollectible due to technical reasons; (b) commercial portfolio: with problems, high risk of insolvency, uncollectible and
uncollectible due to technical reasons. |
Under Argentine Central Bank rules, banks are required to cease the accrual of interest
or to establish provisions equal to 100.0% of the interest accrued on all loans pertaining to the
non-accrual loan portfolio, that is, all loans to borrowers in the categories of:
|
|
|
in the consumer portfolio: defective fulfillment, difficulty in recovery, uncollectible
and uncollectible due to technical reasons. |
|
|
|
|
in the commercial portfolio: with problems, high risk of insolvency, uncollectible and
uncollectible due to technical reasons. |
The table below shows the interest income that would have been recorded on non-accrual loans
on which the accrual of interest was discontinued and the recoveries of interest on loans
classified as non-accrual on which the accrual of interest had been discontinued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
2006 |
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 28, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003, constant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pesos, except |
|
|
(in millions of pesos) |
ratios) |
|
|
|
Interest Income
that would have
been recorded on
non-accrual loans
on which the
accrual of interest
was discontinued |
|
|
23.7 |
|
|
|
45.9 |
|
|
|
32.5 |
|
|
|
39.9 |
|
|
|
40.4 |
|
Recoveries of
interest on loans
classified as
non-accrual on
which the accrual
of interest had
been discontinued
(1) |
|
|
1.2 |
|
|
|
2.3 |
|
|
|
1.6 |
|
|
|
2.0 |
|
|
|
2.0 |
|
|
|
|
|
(1) |
|
Recorded under Miscellaneous Income. |
-60-
The quality of the loan portfolio continued to improve during fiscal year 2006,
maintaining the trend observed in the last three years. The non-accrual loan portfolio as a
percentage of total loans decreased from 3.50% as of the end of fiscal year 2005, to 2.59% at the
end of fiscal year 2006. Considering only loans to the private sector, the non-accrual loan
portfolio as a percentage of this portfolio decreased from 6.78% as of December 31, 2005 to 3.49%
as of December 31, 2006.
Between 2003 and 2006, the growth of the loan portfolio, the improvement in the overall
Argentine economy, the progress made by the Bank in the restructuring of its commercial portfolio
and the significant charge offs made generated an improvement in the quality of the Banks loan
portfolio. In addition, in 2005 the Bank sold Ps.200.4 million of on-balance sheet non-accrual
loans to the BG Financial Trust. See note 33 to our financial statement.
As a result of the Argentine economic situation in 2002 and of the measures taken by the
Government that modified the terms and conditions of the Banks private-sector loan portfolio,
substantially all of the Banks loan portfolio underwent a restructuring process beginning in 2002.
See Government RegulationLoans to the Private Sector and Asymmetric Indexation. Significant
progress was made in our loan portfolio restructuring process since 2003, with this process having
been substantially completed in 2005. In addition, significant charge offs have been made in the
years after the 2001-2002 crisis, with Ps.200.8 million of
charge offs made in 2006. With these charge offs, the Bank has
substantially finished accounting for the consequences of the
2001-2002 crisis on its loan portfolio.
Coverage of the Banks non-accrual portfolio with allowances reached 117.16%, 111.90%, 90.51%
and 90.61% at the end of fiscal years 2006, 2005, 2004 and 2003, respectively. This high coverage
was due to the significant allowances set up in 2002, when the Bank made a substantial effort to
increase its allowances for loan losses and the coverage with such allowances of its non-accrual
loan portfolio, which had increased significantly as a result of the crisis. In addition, the
increase in 2005 was also due to the above-mentioned sale of on-balance sheet non-accrual loans to
the BG Financial Trust.
Analysis of the Allowance for Loan Losses
The following table presents an analysis of the Banks allowance for loan losses at the dates
indicated. Certain loans are charged off directly to the income statement and, therefore, are not
reflected in the allowance.
-61-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended |
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 28, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003, constant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pesos, except |
|
|
|
(in millions of pesos, except ratios) |
|
|
ratios) |
|
Total Loans, Average (1) |
|
Ps. |
10,851.0 |
|
|
Ps. |
9,746.9 |
|
|
Ps. |
11,137.9 |
|
|
Ps. |
11,556.7 |
|
|
Ps. |
15,262.4 |
|
|
Allowance for Loan Losses at Beginning of Period (2) |
|
|
427.9 |
|
|
|
632.6 |
|
|
|
1,177.3 |
|
|
|
1,681.8 |
|
|
|
1,050.3 |
|
Changes in the Allowance for Loan Losses during the Period (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisions Charged to Income |
|
|
105.3 |
|
|
|
61.1 |
|
|
|
179.3 |
|
|
|
217.1 |
|
|
|
1,599.5 |
|
Prior Allowances Reversed |
|
|
(32.5 |
) |
|
|
(96.2 |
) |
|
|
(210.3 |
) |
|
|
(402.1 |
) |
|
|
0 |
|
Charge-Offs (A) |
|
|
(200.8 |
) |
|
|
(174.5 |
) |
|
|
(521.3 |
) |
|
|
(267.3 |
) |
|
|
(305.7 |
) |
Inflation and Foreign Exchange Effect and Other Adjustments |
|
|
27.1 |
|
|
|
4.9 |
|
|
|
7.6 |
|
|
|
(52.2 |
) |
|
|
(662.3 |
) |
|
|
|
Allowance for Loan Losses at End of Period |
|
Ps. |
327.0 |
|
|
Ps. |
427.9 |
|
|
Ps. |
632.6 |
|
|
Ps. |
1,177.3 |
|
|
Ps. |
1,681.8 |
|
|
Charge to the Income Statement during the Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisions Charged to Income (2) |
|
|
105.3 |
|
|
|
61.1 |
|
|
|
179.3 |
|
|
|
217.1 |
|
|
|
1,599.5 |
|
Direct Charge-Offs, Net of Recoveries (B) |
|
|
(46.4 |
) |
|
|
(28.9 |
) |
|
|
(101.6 |
) |
|
|
(38.6 |
) |
|
|
(17.2 |
) |
Recoveries of Provisions |
|
|
(32.5 |
) |
|
|
(96.2 |
) |
|
|
(210.3 |
) |
|
|
(402.1 |
) |
|
|
0 |
|
|
|
|
Net Charge (Benefit) to the Income Statement |
|
Ps. |
26.4 |
|
|
Ps. |
(64.0 |
) |
|
Ps. |
(132.6 |
) |
|
Ps. |
(223.6 |
) |
|
Ps. |
1,582.3 |
|
|
Ratios (%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge-Offs (A+B) to Average Loans (3) |
|
|
1.42 |
% |
|
|
1.49 |
% |
|
|
3.77 |
% |
|
|
1.98 |
% |
|
|
1.89 |
% |
Net Charge to the Income Statement to Average Loans) |
|
|
0.24 |
|
|
|
(0.66 |
) |
|
|
(1.19 |
) |
|
|
(1.93 |
) |
|
|
10.37 |
|
|
|
|
|
(1) |
|
Before the allowance for loan losses. |
|
(2) |
|
Includes quotation differences for Galicia Uruguay and Cayman Branch. |
|
(3) |
|
Charge-offs plus direct charge-offs minus bad debts recovered. |
During 2006, provisions for loan losses amounted to Ps.132.4 million (including the
inflation and foreign exchange effects and other adjustments), of which Ps.48.9 million were
related to one customers debt restructuring, and Ps.20.3 million, to the growth of the normal
portfolio. The lower loan loss allowance reported at the end of fiscal years 2006, 2005, 2004 and
2003, as compared to the prior fiscal years, respectively, mainly reflects the reduced overall risk
faced by the Bank in connection with its loan portfolio as a result of the credit quality
improvement that accompanied the overall improvement in the Argentine economic environment, the
charge offs made by the Bank during these years, and the progress made by the Bank in the
restructuring of its loan portfolio. The level of the allowance for loan losses as of December 31,
2002 reflects the continuous worsening of the economic conditions in Argentina between late 1998
and mid 2002, which caused a significant deterioration of credit quality.
The net charge to the income statement (provisions and direct charges related to the loan
portfolio net of loan loss provisions reversed and loan recoveries) for fiscal year 2006 was
Ps.26.4 million, representing 0.24% of the average loan portfolio of the fiscal year. In 2005, 2004
and 2003, the net effect on the income statement was a benefit of Ps.64 million, Ps.132.6 million
and Ps.223.6 million, respectively, representing 0.66%, 1.19% and 1.93% of the average loan balance
for the fiscal year, respectively, which was attributable to the reversal of provisions and credit
recoveries associated to the sustained improvement in the quality of the Banks loan portfolio from
the levels reached during the crisis.
Allocation of the Allowance for Loan Losses
The following table presents the allocation of the Banks allowance for loan losses among the
various loan categories and shows such allowances as a percentage of the Banks total loan
portfolio before deducting the allowance for loan losses, in each case for the periods
indicated. The table also shows each loan category as a percentage of the Banks total
loan portfolio before deducting the allowance for loan losses at the dates indicated.
-62-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
2006 |
|
2005 |
|
2004 |
|
|
Amount |
|
% of Loans |
|
Loan Category % |
|
Amount |
|
% of Loans |
|
Loan Category % |
|
Amount |
|
% of Loans |
|
Loan Category % |
|
|
(in millions of pesos, except percentages) |
Non-Financial Public Sector |
|
|
|
|
|
|
|
|
|
|
24.93 |
% |
|
|
|
|
|
|
|
|
|
|
47.44 |
% |
|
|
|
|
|
|
|
|
|
|
50.01 |
% |
Local Financial Sector |
|
|
|
|
|
|
|
|
|
|
2.89 |
|
|
|
|
|
|
|
|
|
|
|
1.17 |
|
|
|
|
|
|
|
|
|
|
|
1.67 |
|
Non-Financial Private
Sector and Residents
Abroad
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
Ps. |
16.3 |
|
|
|
0.15 |
% |
|
|
3.21 |
% |
|
Ps. |
12.3 |
|
|
|
0.11 |
% |
|
|
2.04 |
% |
|
Ps. |
22.7 |
|
|
|
0.25 |
% |
|
|
2.21 |
% |
Notes |
|
|
151.1 |
|
|
|
1.40 |
|
|
|
19.86 |
|
|
|
186.4 |
|
|
|
1.70 |
|
|
|
16.80 |
|
|
|
270.9 |
|
|
|
3.00 |
|
|
|
12.18 |
|
Mortgage Loans |
|
|
25.0 |
|
|
|
0.23 |
|
|
|
6.37 |
|
|
|
21.6 |
|
|
|
0.20 |
|
|
|
4.60 |
|
|
|
97.6 |
|
|
|
1.08 |
|
|
|
6.91 |
|
Pledge Loans |
|
|
0.4 |
|
|
|
|
|
|
|
0.62 |
|
|
|
0.5 |
|
|
|
|
|
|
|
1.11 |
|
|
|
3.5 |
|
|
|
0.04 |
|
|
|
1.03 |
|
Personal Loans |
|
|
3.7 |
|
|
|
0.03 |
|
|
|
5.22 |
|
|
|
0.9 |
|
|
|
0.01 |
|
|
|
2.36 |
|
|
|
4.0 |
|
|
|
0.04 |
|
|
|
0.64 |
|
Credit-Card Loans |
|
|
28.5 |
|
|
|
0.26 |
|
|
|
22.78 |
|
|
|
14.0 |
|
|
|
0.13 |
|
|
|
15.84 |
|
|
|
10.8 |
|
|
|
0.12 |
|
|
|
12.25 |
|
Placements in
Correspondent Banks |
|
|
|
|
|
|
|
|
|
|
5.63 |
|
|
|
|
|
|
|
|
|
|
|
1.95 |
|
|
|
|
|
|
|
|
|
|
|
4.20 |
|
Other |
|
|
1.0 |
|
|
|
0.01 |
|
|
|
8.49 |
|
|
|
17.1 |
|
|
|
0.16 |
|
|
|
6.69 |
|
|
|
32.1 |
|
|
|
0.36 |
|
|
|
8.90 |
|
Unallocated (1) |
|
|
101.0 |
|
|
|
0.95 |
|
|
|
|
|
|
|
175.1 |
|
|
|
1.60 |
|
|
|
|
|
|
|
191.0 |
|
|
|
2.12 |
|
|
|
|
|
|
|
|
Total |
|
Ps. |
327.0 |
|
|
|
3.03 |
% |
|
|
100.00 |
% |
|
Ps. |
427.9 |
|
|
|
3.91 |
% |
|
|
100.00 |
% |
|
Ps. |
632.6 |
|
|
|
7.01 |
% |
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
2003 |
|
2002 |
|
|
Amount |
|
% of Loans |
|
Loan Category % |
|
Amount |
|
% of Loans |
|
Loan Category % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of February 28, 2003, constant pesos, |
|
|
(in millions of pesos, except percentages) |
|
except percentages) |
Non-Financial Public Sector |
|
|
|
|
|
|
|
|
|
|
49.51 |
% |
|
|
|
|
|
|
|
|
|
|
62.03 |
% |
Local Financial Sector |
|
|
|
|
|
|
|
|
|
|
2.25 |
|
|
|
|
|
|
|
|
|
|
|
1.09 |
|
Non-Financial Private
Sector and Residents
Abroad
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
Ps. |
78.8 |
|
|
|
0.91 |
% |
|
|
2.54 |
|
|
Ps. |
40.1 |
|
|
|
0.33 |
% |
|
|
1.84 |
|
Notes |
|
|
441.9 |
|
|
|
5.12 |
|
|
|
14.82 |
|
|
|
569.0 |
|
|
|
4.62 |
|
|
|
12.55 |
|
Mortgage Loans |
|
|
142.6 |
|
|
|
1.65 |
|
|
|
8.33 |
|
|
|
122.1 |
|
|
|
0.99 |
|
|
|
7.02 |
|
Pledge Loans |
|
|
22.7 |
|
|
|
0.27 |
|
|
|
0.63 |
|
|
|
24.3 |
|
|
|
0.20 |
|
|
|
1.56 |
|
Personal Loans |
|
|
157.6 |
|
|
|
1.82 |
|
|
|
0.64 |
|
|
|
48.4 |
|
|
|
0.39 |
|
|
|
0.97 |
|
Credit-Card Loans |
|
|
14.5 |
|
|
|
0.17 |
|
|
|
9.48 |
|
|
|
55.6 |
|
|
|
0.45 |
|
|
|
4.75 |
|
Placements in
Correspondent Banks |
|
|
|
|
|
|
|
|
|
|
2.00 |
|
|
|
|
|
|
|
|
|
|
|
1.29 |
|
Other |
|
|
5.6 |
|
|
|
0.06 |
|
|
|
9.80 |
|
|
|
|
|
|
|
|
|
|
|
6.90 |
|
Unallocated (1) |
|
|
313.6 |
|
|
|
3.63 |
|
|
|
|
|
|
|
822.3 |
|
|
|
6.68 |
|
|
|
|
|
|
|
|
Total |
|
Ps. |
1,177.3 |
|
|
|
13.63 |
% |
|
|
100.00 |
% |
|
Ps. |
1,681.8 |
|
|
|
13.66 |
% |
|
|
100.00 |
% |
|
|
|
|
(1) |
|
The unallocated reserve consists of the allowances established on the portfolio classified in the normal and normal performance
categories and includes additional reserves in excess of Argentine Central Bank minimum requirements. |
Charge-Offs
The following table sets forth the allocation of the main charge-offs made by the Bank during
the years ended December 31, 2006, 2005 and 2004.
-63-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended |
|
|
December 31, |
|
|
2006 |
|
2005 |
|
2004 |
|
|
(in millions of pesos) |
Charge-offs by Type |
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
Ps. |
2.1 |
|
|
Ps. |
12.5 |
|
|
Ps. |
20.0 |
|
Notes |
|
|
|
|
|
|
|
|
|
|
|
|
Promissory Notes |
|
|
155.2 |
|
|
|
47.7 |
|
|
|
331.3 |
|
Discounted and Purchased Bills |
|
|
|
|
|
|
2.9 |
|
|
|
|
|
Mortgage Loans |
|
|
6.4 |
|
|
|
57.6 |
|
|
|
60.5 |
|
Pledge Loans |
|
|
0.2 |
|
|
|
3.5 |
|
|
|
20.4 |
|
Personal Loans |
|
|
1.5 |
|
|
|
1.1 |
|
|
|
12.5 |
|
Credit-Card Loans |
|
|
|
|
|
|
|
|
|
|
|
|
Banco Galicia |
|
|
3.0 |
|
|
|
8.8 |
|
|
|
5.5 |
|
Regional Credit-Card Companies |
|
|
31.9 |
|
|
|
22.0 |
|
|
|
9.3 |
|
Other Loans |
|
|
0.5 |
|
|
|
18.4 |
|
|
|
61.8 |
|
|
|
|
Total |
|
Ps. |
200.8 |
|
|
Ps. |
174.5 |
|
|
Ps. |
521.3 |
|
|
During 2006, Ps.200.8 million were written off against allowances for loan losses. This
amount includes Ps.160.0 million in connection with the finalization of negotiations with customers
under a debt restructuring process.
During fiscal year 2005, the overall level of charge offs decreased to Ps.174.5 million from
Ps.521.3 million reported for the fiscal year 2004, due to lower charge offs related to loans
granted by the Bank on a stand-alone basis. This decrease was in turn due to the significant
charge-offs made in 2004, the good performance of the loan portfolio given the favorable overall
economic conditions, and the fact that growth in the Banks loan portfolio is recent. The amount of
charge offs related to loans granted by the Bank is mainly explained by the Ps.109 million write
off of provisions established on the loan portfolio transferred to the BG Financial Trust, which
was transferred at its net book value. For more information, please see note 33 to our financial
statements.
The increase in the charge offs related to the loans granted by the regional credit-card
companies is attributable to the aging of this loan portfolio.
Foreign Outstandings
Cross-border or foreign outstandings for a particular country are defined as the sum of all
claims on third parties domiciled in that country and comprise loans (including accrued interest),
acceptances, interest-bearing deposits with other banks, other interest-bearing investments and any
other monetary assets that are denominated in dollars or other non-local currency.
As of December 31, 2006, we had the following foreign outstandings representing 0.75% or more
of our total assets:
- |
|
a Ps.1,079.7 million claim against a United Kingdom financial
institution (4.57% of our total assets), of which Ps.723.9 million
represented the right to receive Discount Bonds in connection with
agreements to repurchase such bonds entered into with such bank; and |
|
- |
|
Ps.842.1 million of placements with United States financial
institutions (3.56% of our total assets), of which Ps.608.1 million
represented an overnight placement and the remaining amount several
short-term placements. |
As of December 31, 2005, we had the following foreign outstandings representing 0.75% or more
of our total assets:
- |
|
a Ps.349.5 million claim against a United Kingdom financial
institution (1.36% of our total assets), of which Ps.347.8 million
represented the right to receive Boden 2012 Bonds in connection with
agreements to repurchase such bonds entered into with such bank; and |
|
- |
|
Ps.238.6 million of placements with United States financial
institutions (0.93% of our total assets), of which Ps.212.9 million
represented an overnight placement and the remaining amount several
short-term placements. |
As of December 31, 2004, we had the following foreign outstandings representing 0.75% or more
of our total assets:
-64-
- |
|
a Ps.394.4 million claim against a United Kingdom financial
institution (1.67% of our total assets), corresponding to the right to
receive Boden 2012 Bonds in connection with agreements to repurchase
such bonds entered into with such bank; and |
|
- |
|
Ps.196.4 million of placements with United States financial
institutions (0.83% of our total assets), of which Ps.157.4 million
represented an overnight placement and the remaining amount several
short-term placements. |
There were no other foreign outstandings representing 0.75% or more of our total assets as of
December 31, 2006, 2005 and 2004.
Deposits
The following table sets out the composition of our deposits as of December 31, 2006, 2005 and
2004. Our deposits represent deposits with Banco Galicia.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
2006 |
|
2005 |
|
2004 |
|
|
(in millions of pesos) |
Current Accounts and Other Demand Deposits |
|
Ps. |
2,011.4 |
|
|
Ps. |
1,657.6 |
|
|
Ps. |
1,210.3 |
|
Savings Accounts |
|
|
2,589.5 |
|
|
|
2,213.4 |
|
|
|
1,639.5 |
|
Time Deposits |
|
|
5,831.5 |
|
|
|
4,261.9 |
|
|
|
3,527.6 |
|
Other Deposits (1) |
|
|
215.6 |
|
|
|
192.9 |
|
|
|
298.3 |
|
Plus: Interest Payable and Differences in Quotations (2) |
|
|
131.4 |
|
|
|
95.9 |
|
|
|
81.2 |
|
|
|
|
Total Deposits |
|
Ps. |
10,779.4 |
|
|
Ps. |
8,421.7 |
|
|
Ps. |
6,756.9 |
|
|
|
|
|
(1) |
|
Includes among other, Reprogrammed Deposits instrumented as Cedros as well as Reprogrammed Deposits under
judicial proceedings. (2) Includes the CER adjustment. |
In 2006, our consolidated deposits increased 28,0% mainly as a result of Ps.1,569.6
million increase in time deposits and a Ps.729.9 million increase in deposits in current and
savings accounts. As in prior years, these increases were mainly due to private sector deposits
raised by the Banks Argentine operation. As of December 31, 2006, time deposits included Ps.629.2
million of CER-adjusted time deposits. The item Other Deposits, included Ps.47.6 million of
Reprogrammed Deposits with amparo claims and other demand deposits.
In 2005, our consolidated deposits increased 24.6%, mainly as a result of a Ps.1,021.2 million
increase in deposits in current and savings accounts and a Ps.734.3 million increase in time
deposits. As of December 31, 2005, time deposits included Ps.994.6 million of CER-adjusted time
deposits. The item Other Deposits, included Ps.34.9 million of Reprogrammed Deposits with amparo
claims and other demand deposits. The repayment by the Bank in Argentina of Reprogrammed Deposits
instrumented as Cedros finalized in August 2005, as established by the repayment schedule laid down
by the Government.
For more information, see Item 5. Operating and Financial Review and ProspectsItem 5A.
Operating ResultsFunding.
The following table provides a breakdown of our consolidated deposits as of December 31, 2006,
by contractual maturity date and currency of denomination.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peso-Denominated |
|
Dollar-Denominated |
|
Total |
|
|
|
|
|
|
% of |
|
|
|
|
|
% of |
|
|
|
|
|
% of |
|
|
Amount |
|
Total |
|
Amount |
|
Total |
|
Amount |
|
Total |
|
|
(in millions of pesos, except percentages) |
Current Accounts and Demand Deposits |
|
Ps. |
2,011.4 |
|
|
|
22.0 |
% |
|
|
|
|
|
|
|
|
|
Ps. |
2,011.4 |
|
|
|
18.9 |
% |
Savings Accounts |
|
|
1,941.4 |
|
|
|
21.3 |
|
|
Ps. |
648.1 |
|
|
|
42.6 |
% |
|
|
2,589.5 |
|
|
|
24.3 |
|
Time Deposits |
|
|
5,038.9 |
|
|
|
55.2 |
|
|
|
792.6 |
|
|
|
52.1 |
|
|
|
5,831.5 |
|
|
|
54.8 |
|
Maturing within 30 Days |
|
|
736.9 |
|
|
|
8.1 |
|
|
|
133.1 |
|
|
|
8.8 |
|
|
|
870.0 |
|
|
|
8.2 |
|
-65-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peso-Denominated |
|
Dollar-Denominated |
|
Total |
|
|
|
|
|
|
% of |
|
|
|
|
|
% of |
|
|
|
|
|
% of |
|
|
Amount |
|
Total |
|
Amount |
|
Total |
|
Amount |
|
Total |
|
|
|
|
|
|
(in millions of pesos, except percentages) |
|
|
|
|
Maturing after 31 Days but within 59 Days |
|
|
1,354.2 |
|
|
|
14.8 |
|
|
|
146.2 |
|
|
|
9.6 |
|
|
|
1,500.4 |
|
|
|
14.1 |
|
Maturing after 60 Days but within 89 Days |
|
|
825.2 |
|
|
|
9.0 |
|
|
|
81.9 |
|
|
|
5.4 |
|
|
|
907.1 |
|
|
|
8.5 |
|
Maturing after 90 Days but within 179 Days |
|
|
894.8 |
|
|
|
9.8 |
|
|
|
139.4 |
|
|
|
9.2 |
|
|
|
1,034.2 |
|
|
|
9.7 |
|
Maturing after 180 Days but within 365 Days |
|
|
822.5 |
|
|
|
9.0 |
|
|
|
101.3 |
|
|
|
6.7 |
|
|
|
923.8 |
|
|
|
8.7 |
|
Maturing after 365 Days |
|
|
405.3 |
|
|
|
4.5 |
|
|
|
190.7 |
|
|
|
12.4 |
|
|
|
596.0 |
|
|
|
5.6 |
|
Other Deposits |
|
|
135.4 |
|
|
|
1.5 |
|
|
|
80.2 |
|
|
|
5.3 |
|
|
|
215.6 |
|
|
|
2.0 |
|
Maturing within 30 Days |
|
|
110.2 |
|
|
|
1.2 |
|
|
|
79.9 |
|
|
|
5.3 |
|
|
|
190.1 |
|
|
|
1.8 |
|
Maturing after 31 Days but within 59 Days |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturing after 60 Days but within 89 Days |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturing after 90 Days but within 179 Days |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturing after 180 Days but within 365 Days |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturing after 365 Days |
|
|
25.2 |
|
|
|
0.3 |
|
|
|
0.3 |
|
|
|
|
|
|
|
25.5 |
|
|
|
0.2 |
|
|
|
|
Total Deposits (1) |
|
Ps. |
9,127.1 |
|
|
|
100.0 |
% |
|
Ps. |
1,520.9 |
|
|
|
100.0 |
% |
|
Ps. |
10,648.0 |
|
|
|
100.0 |
% |
|
|
|
|
(1) |
|
Only principal. Excludes the CER adjustment |
The categories with the highest concentration of maturities per original term are those
within the segment after 31 days but within 59 days (pesos and dollars), which accounted for
14.1% of the total and mainly corresponded to peso-denominated time deposits. The rest of the terms
have a homogeneous participation. At fiscal year end 2006, the average original term of
non-adjusted peso and US dollar-denominated time deposits (excluding Reprogrammed Deposits with
amparo claims) was approximately 90 days, and the term of CER-adjusted time deposits as of the same
date was approximately 500 days.
Dollar-denominated deposits, for Ps.1,520.9 million (only principal), represented 14.3% of
total deposits, of which 20.4% (Ps.309.7 million, only principal) corresponded to Galicia Uruguay
(consolidated).
Through Communiqué A 4032, effective November 1, 2003, the Argentine Central Bank
reestablished the 30-day minimum term for time deposits while the minimum term for CER-adjusted
time deposits was set at 90 days. The minimum term for CER-adjusted time deposits was extended
several times until it was set at 365 days in April 2005.
The following table provides information about the maturity of our outstanding time deposits
exceeding Ps.100,000, according to whether they were made at domestic or foreign branches, as of
December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
Domestic Offices |
|
Foreign Offices |
|
|
(in millions of pesos) |
Time Deposits |
|
|
|
|
|
|
|
|
Within 30 Days |
|
Ps. |
424.8 |
|
|
|
|
|
After 31 Days but within 59 Days |
|
|
1,017.7 |
|
|
|
|
|
After 60 Days but within 89 Days |
|
|
519.2 |
|
|
|
|
|
After 90 Days but within 179 Days |
|
|
664.9 |
|
|
|
|
|
After 180 Days but within 365 Days |
|
|
689.3 |
|
|
|
|
|
After 365 Days |
|
|
362.6 |
|
|
Ps. |
139.5 |
|
|
|
|
Total Time Deposits |
|
Ps. |
3,678.5 |
|
|
Ps. |
139.5 |
|
|
|
|
Other Deposits |
|
|
|
|
|
|
|
|
After 365 Days |
|
|
|
|
|
|
0.2 |
|
|
|
|
Total Other Deposits |
|
|
|
|
|
|
0.2 |
|
|
Total Deposits (1) |
|
Ps. |
3,678.5 |
|
|
Ps. |
139.7 |
|
|
|
|
|
(1) |
|
Only principal. Excludes the CER adjustment. |
-66-
Return on Equity and Assets
The following table presents certain selected financial information and ratios for the periods
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended |
|
|
December 31, |
|
|
2006 |
|
2005 |
|
2004 |
|
|
(in millions of pesos, except percentages) |
Net Income / (Loss) |
|
Ps. |
(18.9 |
) |
|
Ps. |
107.2 |
|
|
Ps. |
(109.9 |
) |
Average Total Assets |
|
|
24,614.5 |
|
|
|
24,238.1 |
|
|
|
22,725.9 |
|
Average Shareholders Equity |
|
|
1,649.3 |
|
|
|
1,569.3 |
|
|
|
1,500.9 |
|
Shareholders Equity at End of the Period |
|
|
1,608.5 |
|
|
|
1,626.8 |
|
|
|
1,519.5 |
|
Net Income / (Loss) as a Percentage of: |
|
|
|
|
|
|
|
|
|
|
|
|
Average Total Assets |
|
|
|
|
|
|
0.59 |
% |
|
|
(0.42 |
)% |
Average Shareholders Equity |
|
|
(1.15 |
)% |
|
|
6.83 |
|
|
|
(7.32 |
) |
Declared Cash Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
Dividend Payout Ratio |
|
|
|
|
|
|
|
|
|
|
|
|
Average Shareholders Equity as a Percentage of Average Total Assets |
|
|
6.70 |
% |
|
|
6.47 |
% |
|
|
6.60 |
% |
Shareholders Equity at the End of the Period as a Percentage of
Average Total Assets |
|
|
6.53 |
|
|
|
6.71 |
|
|
|
6.69 |
|
|
Short-term Borrowings
Our short-term borrowings include all of our borrowings (including repos and debt securities
or negotiable obligations) with a contractual maturity of less than one year, owed to the Argentine
Central Bank, foreign and domestic financial institutions and negotiable obligations holders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
(in millions of pesos ) |
|
Short-Term Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
Argentine Central Bank |
|
Ps. |
0.4 |
|
|
Ps. |
0.3 |
|
|
Ps. |
1.0 |
|
Other Banks and International Entities (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Lines of Credit from Domestic Banks |
|
Ps. |
134.5 |
|
|
Ps. |
60.8 |
|
|
Ps. |
115.2 |
|
Lines of Credit from Foreign Banks |
|
|
45.4 |
|
|
|
|
|
|
|
|
|
Repos with Domestic Banks |
|
|
522.9 |
|
|
|
|
|
|
|
|
|
Repos with Foreign Banks |
|
|
|
|
|
|
220.5 |
|
|
|
223.7 |
|
Negotiable Obligations |
|
|
65.1 |
|
|
|
89.7 |
|
|
|
13.4 |
|
|
|
|
Total |
|
Ps. |
768.3 |
|
|
Ps. |
371.3 |
|
|
Ps. |
353.3 |
|
|
The following table shows for our significant short-term borrowings for the fiscal years
ended December 31, 2006, 2005 and 2004:
- |
|
the weighted-average interest rate at year-end, |
|
- |
|
the maximum balance recorded at the monthly closing dates of the periods, |
|
- |
|
the average balances for each period, and |
|
- |
|
the weighted-average interest rate for the periods. |
-67-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
(in millions of pesos, except percentages ) |
|
Argentine Central Bank |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average interest rate at end of period |
|
|
|
|
|
|
|
|
|
|
7.0 |
% |
Maximum balance recorded at the monthly closing dates |
|
Ps. |
0.9 |
|
|
Ps. |
1.2 |
|
|
Ps. |
1.0 |
|
Average balances for each period |
|
|
0.5 |
|
|
|
0.5 |
|
|
|
0.9 |
|
Weighted-average interest rate for the period |
|
|
|
|
|
|
|
|
|
|
7.0 |
% |
Lines of Credit from Domestic Banks |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average interest rate at end of period |
|
|
9.1 |
% |
|
|
7.0 |
% |
|
|
5.2 |
% |
Maximum balance recorded at the monthly closing dates |
|
Ps. |
378.7 |
|
|
Ps. |
164.1 |
|
|
|
185.6 |
|
Average balances for each period |
|
|
142.0 |
|
|
|
96.3 |
|
|
|
104.2 |
|
Weighted-average interest rate for the period |
|
|
8.0 |
% |
|
|
5.5 |
% |
|
|
5.0 |
% |
Lines of Credit from Foreign Banks |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average interest rate at end of period |
|
|
6.1 |
% |
|
|
|
|
|
|
|
|
Maximum balance recorded at the monthly closing dates |
|
Ps. |
45.4 |
|
|
|
|
|
|
Ps. |
1,231.6 |
|
Average balances for each period |
|
|
9.7 |
|
|
|
|
|
|
|
456.1 |
|
Weighted average interest rate for the period |
|
|
6.1 |
% |
|
|
|
|
|
|
7.1 |
% |
Repos with Domestic Banks |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average interest rate at end of period |
|
|
9.3 |
% |
|
|
|
|
|
|
|
|
Maximum balance recorded at the monthly closing dates |
|
Ps. |
525.9 |
|
|
Ps. |
165.6 |
|
|
Ps. |
150.1 |
|
Average balances for each period |
|
|
101.6 |
|
|
|
15.8 |
|
|
|
37.9 |
|
Weighted-average interest rate for the period |
|
|
7.6 |
% |
|
|
4.9 |
% |
|
|
2.8 |
% |
Repos with Foreign Banks |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average interest rate at end of period |
|
|
|
|
|
|
7.5 |
% |
|
|
5.6 |
% |
Maximum balance recorded at the monthly closing dates |
|
Ps. |
223.5 |
|
|
Ps. |
220.6 |
|
|
Ps. |
224.3 |
|
Average balances for each period |
|
|
145.7 |
|
|
|
216.7 |
|
|
|
66.5 |
|
Weighted-average interest rate for the period |
|
|
8.3 |
% |
|
|
6.6 |
% |
|
|
5.6 |
% |
Negotiable Obligations |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average interest rate at end of period |
|
|
9.9 |
% |
|
|
7.4 |
% |
|
|
8.0 |
% |
Maximum balance recorded at the monthly closing dates |
|
Ps. |
65.1 |
|
|
Ps. |
123.2 |
|
|
Ps. |
13.4 |
|
Average balances for each period |
|
|
49.6 |
|
|
|
79.5 |
|
|
|
11.5 |
|
Weighted-average interest rate for the period |
|
|
7.5 |
% |
|
|
6.1 |
% |
|
|
8.0 |
% |
|
Regulatory Capital
The capital adequacy of Grupo Financiero Galicia is not under the supervision of the Argentine
Central Bank. Grupo Financiero Galicia has a minimum capital requirement established by the
Corporations Law (Ley de Sociedades Comerciales, No.19,550) of Ps.0.012 million.
Banco Galicia
Banco Galicia is subject to the capital adequacy rules of the Argentine Central Bank. Banks
have to comply with capital requirements both on an individual basis and on a consolidated basis
with their significant subsidiaries. Banco Galicias significant subsidiaries are Galicia Uruguay
and the regional credit-card companies.
On June 2, 2003 and July 25, 2003, through its Communiqués A 3959 and A 3986,
respectively, the Argentine Central Bank established a new capital adequacy rule effective as from
January 1, 2004.
The new capital adequacy rule is based on the Basel Committee methodology, like the previous
one, and establishes the minimum capital a financial institution is required to maintain in order
to cover the different risks inherent in its business activity and incorporated into its assets.
Such risks include mainly: credit risk, generated both by the exposure to the private sector and by
the exposure to the public sector; market risk, generated by foreign-currency, securities and CER
positions; and interest-rate risk, generated by the mismatches between assets and liabilities in
terms of interest rate repricing. The minimum capital requirement stated by the new rule is 8% of
risk-weighted assets, with a 100% risk weighting for public-sector assets (within the previous
rule, this risk-weighting was nil), the same is applicable to loans to the private sector; with
said requirement being lower depending on the existence of certain guarantees in the case of
private-sector assets and for certain liquid assets.
-68-
The Argentine Central Bank established a schedule for the gradual increase of the regulatory
capital requirement on public-sector assets until it reaches 100% of the requirement imposed by the
regulation. For this, it established the application, beginning on January 2004, of two
coefficients known as Alfa 1 and Alfa 2, which temporarily reduce the minimum capital
requirement to cover the credit risk of public-sector assets and interest-rate risk, respectively.
The Alfa 1 coefficient value increases progressively, in January of each year, until it reaches
1.00 on January 1, 2009, and the value of the Alfa 2 coefficient increased in the same manner
until it reached 1.00 on January 1, 2007, as shown in the table below:
|
|
|
|
|
January 1st/ December 31st |
|
Alfa 1 |
|
Alfa 2 |
|
2004
|
|
0.05
|
|
0.20 |
2005
|
|
0.15
|
|
0.40 |
2006
|
|
0.30
|
|
0.70 |
2007
|
|
0.50
|
|
1.00 |
2008
|
|
0.75
|
|
|
2009
|
|
1.00
|
|
|
|
In the table below, information on the Banks computable regulatory capital, or RPC or
Adjusted Shareholders Equity, and minimum capital requirements is consolidated with the Banks
significant subsidiaries.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
(in millions of pesos, except percentages) |
|
Shareholders Equity |
|
Ps. |
1,263.0 |
|
|
Ps. |
1,389.2 |
|
|
Ps. |
1,198.2 |
|
|
Argentine Central Bank Minimum Capital Requirements |
|
|
|
|
|
|
|
|
|
|
|
|
Allocated to Financial Assets |
|
|
597.1 |
|
|
|
477.2 |
|
|
|
329.9 |
|
Allocated to Fixed Assets, intangible and unquoted
equity investments |
|
|
143.5 |
|
|
|
138.0 |
|
|
|
142.0 |
|
Allocated to Market Risk |
|
|
12.3 |
|
|
|
16.8 |
|
|
|
62.6 |
|
Allocated to Interest-Rate Risk |
|
|
61.6 |
|
|
|
87.1 |
|
|
|
20.2 |
|
Lending to the Non-Financial Public Sector |
|
|
269.8 |
|
|
|
162.4 |
|
|
|
58.6 |
|
|
|
|
Total (A) |
|
Ps. |
1,084.3 |
|
|
Ps. |
881.5 |
|
|
Ps. |
613.3 |
|
|
Computable Regulatory Capital Calculated Under Argentine
Banking GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
Core Capital |
|
|
1,395.0 |
|
|
|
1,207.1 |
|
|
|
1,339.9 |
|
Supplemental Capital |
|
|
608.4 |
|
|
|
807.5 |
|
|
|
580.8 |
|
Deductions |
|
|
|
|
|
|
|
|
|
|
|
|
Investments in Financial Entities |
|
|
(1.5 |
) |
|
|
(1.5 |
) |
|
|
(1.5 |
) |
Organization Expenses |
|
|
(64.2 |
) |
|
|
(55.6 |
) |
|
|
(71.6 |
) |
Goodwill Recorded from June 30, 1997 |
|
|
(66.8 |
) |
|
|
(85.9 |
) |
|
|
(111.7 |
) |
Real Estate Properties for Banco Galicias Own Use and
Miscellaneous, for which no title deed has been made |
|
|
(5.2 |
) |
|
|
(3.5 |
) |
|
|
(4.0 |
) |
Other |
|
|
(6.1 |
) |
|
|
(5.6 |
) |
|
|
(5.9 |
) |
|
|
|
Total |
|
|
(143.8 |
) |
|
|
(152.1 |
) |
|
|
(194.7 |
) |
|
|
|
Additional Capital Market Variation |
|
|
2.0 |
|
|
|
22.7 |
|
|
|
20.5 |
|
|
|
|
Total (B) |
|
Ps. |
1,861.6 |
|
|
Ps. |
1,885.2 |
|
|
Ps. |
1,746.5 |
|
|
Excess Capital |
|
|
|
|
|
|
|
|
|
|
|
|
Excess over required Capital (B)-(A) |
|
Ps. |
777.3 |
|
|
Ps. |
1,003.7 |
|
|
Ps. |
1,133.2 |
|
Excess over Required Capital as a % of Required Capital |
|
|
71.69 |
% |
|
|
113.86 |
% |
|
|
184.77 |
% |
|
Total Capital Ratio |
|
|
15.03 |
|
|
|
20.78 |
|
|
|
25.11 |
|
|
As of December 31, 2006, the Banks computable regulatory capital amounted to Ps.1,861.6
million, which exceeded by Ps.777.3 million the minimum capital requirement in accordance with the
Argentine Central Banks regulations effective as of that date. Said excess amounted to Ps.1,003.7
million as of December 31, 2005. The decrease in the excess was due to a Ps.202.8 million increase
in the minimum capital requirement, accompanied by a Ps.23.6 million decrease in computable
capital.
As in prior years, in 2006, the greater minimum capital requirement was mainly due to an
increase in the minimum capital requirement to cover credit risk, as a consequence of the
significant growth of the Banks exposure
-69-
to the private sector during the year, and to an increase in the minimum capital requirement
on the exposure to the non-financial public sector, mainly due to the increase in the Alfa 1
coefficient on January 1, of each year.
In 2005, the increase in the Banks computable regulatory capital was mainly due to an
increase in supplemental capital of Ps.226.7 million, resulting mainly from the profits in such
year. This effect was partially offset by a Ps.132.8 million decrease in core capital, manly due to
the losses recorded in fiscal year 2004.
Core capital mainly corresponds to the Banks shareholders equity at the beginning of the
fiscal year and supplemental capital includes the fiscal years profits/losses and the subordinated
negotiable obligations issued as a result of the restructuring of the Banks foreign debt. Pursuant
to Argentine Central Bank regulations on this respect, subordinated debt computable as supplemental
capital is limited to 50% of core capital and supplemental capital cannot exceed the latter.
For more information regarding Banco Galicias capital, see Item 5. Operating and Financial
Review and ProspectsItem 5B. Liquidity and Capital ResourcesCapital.
Minimum Capital Requirements of Insurance Companies
The insurance companies controlled by Sudamericana must meet the minimum capital requirements
set by General Resolution No. 25,804 of the National Insurance Superintendency. This
resolution requires insurance companies to maintain a minimum capital level equivalent to the
highest of the amounts calculated as follows:
a) |
|
By line of insurance: This method establishes a fixed amount by line of insurance. For life
insurance companies, it is Ps.750,000, rising to Ps.3 million for companies that offer
pension-linked life insurance. For annuity providers that do not offer life annuities, or
annuities covering disability and other work-related risks, the requirement is Ps.2 million.
For property insurance companies, the requirement is Ps.5 million, excluding the auto
insurance line of business. |
b) |
|
By premiums and additional fees: To use this method, the company must calculate the sum of
the premiums written and additional fees earned in the last 12 months. Of the total, the
company must calculate 18% of any result up to Ps.5 million, and 16% of any result over Ps.5
million. Finally, it must add the resulting figures and adjust the total by the ratio of net
paid claims to gross paid claims for the last 36 months. This ratio must be at least 50%. |
c) |
|
By claims: To use this method, the company must calculate the sum of gross claims paid during
the 36 months prior to the end of the period under analysis. To that amount, it must add the
difference between the balance of unpaid claims as of the end of the period under analysis and
the balance of unpaid claims as of the 36th month prior to the end of the period under
analysis. The resulting figure must be divided by three. Then the company must calculate 26%
of any result up to Ps.3.5 million, and 23% of any result over Ps.3.5 million. The resulting
figure must be adjusted by the ratio of net paid claims to gross paid claims for the last 36
months. This ratio must be at least 50%. |
d) |
|
For life insurance companies that offer policies with an investment component, the figures
obtained in b) and c) must be increased by an amount equal to 4% of the technical reserves.
The latter total must be adjusted by the ratio of net claims reserves to gross claims reserves
(at least 85%), plus 0.03% of at-risk capital adjusted by the ratio of net claims reserves to
gross claims reserves (at least 50%). |
The minimum required capital must then be compared to computable capital, defined as
shareholders equity less non-computable assets. Non-computable assets consist mainly of deferred
charges, pending capital contributions, and excess investments in authorized instruments. As of
September 30, 2005, the computable capital of the companies held by Sudamericana exceeded the
minimum requirement of Ps.10.0 million by Ps.30.7 million.
Government Regulation
As a financial services holding company, we do not have a specific institution controlling our
activities. Our subsidiaries have different regulatory entities regulating their activities.
-70-
In the case of the Bank, the Argentine Central Bank is the relevant regulatory entity. For a
description of the main regulatory changes introduced by the Government and of Argentine banking
regulations, see Main Regulatory Changes since 2002 and Argentine Banking System and
RegulationArgentine Banking Regulation below.
With respect to the insurance business, Sudamericanas insurance subsidiaries are regulated by
the National Insurance Superintendency and Laws No. 17,418, No. 20,091 and No. 22,400.
The insurance companies held by Sudamericana are Galicia Vida, Galicia Retiro Compañía de
Seguros S.A., and Galicia Patrimoniales. Sudamericana also holds Sudamericana Asesores de Seguros
S.A., which is regulated by the Corporations Law. Sudamericana Asesores de Seguros S.A. is also
regulated by the National Insurance Superintendency through Law No. 22,400.
Net Investment and its controlled companies are regulated by the Corporations Law and do not
have a specific regulating agency.
Galicia Warrants is regulated by Law No. 9,643.
Main Regulatory Changes since 2002
In order to deal with the 2001 and 2002 crisis, on January 6, 2002, the Argentine Congress
enacted Law No. 25,561, or the Public Emergency Law, which together with various decrees
and Argentine Central Bank rules, provided for the following principal measures:
|
|
|
ratifying the suspension of payments of Argentinas sovereign debt except for debt
with multilateral credit agencies; |
|
|
|
|
repealing the articles of the Convertibility Law that had established in 1991 the
fixed one-to-one peso-dollar parity, devaluing the peso and subsequently allowing the
peso to float, which resulted in an increase in such parity of approximately 240%
during 2002; |
|
|
|
|
tightening foreign-exchange controls and restrictions on transfers abroad, which
began to be loosened at the end of 2002; |
|
|
|
|
ratifying and tightening the restrictions to cash withdrawals from bank deposits
established in December 2001 (the corralito), which restrictions were lifted in
December 2002; |
|
|
|
|
establishing a compulsory asymmetric conversion of certain dollar-denominated
assets and liabilities into peso-denominated assets and liabilities at different
exchange rates (the asymmetric pesification), as follows: |
|
- |
|
private sector debt (individual and corporate dollar-denominated debt)
with financial institutions, and other creditors, was converted into
peso-denominated debt at a one-to-one exchange rate; |
|
|
- |
|
dollar-denominated public sector debt instruments in financial
institutions portfolios, both national and provincial, were converted into
peso-denominated instruments at an exchange rate of Ps.1.4 per US$ 1.0; and |
|
|
- |
|
dollar-denominated bank deposits were converted into peso-denominated
bank deposits at an exchange rate of Ps.1.4 per US$ 1.0, while public-sector, bank
and corporate debt governed by foreign law remained dollar-denominated;. |
|
|
|
modifying the yields of assets and the cost of liabilities pesified at the Ps.1.4
per US$ 1.0 exchange rate, establishing fixed maximum and minimum interest rates,
respectively, and establishing the adjustment of the principal of those assets and
liabilities by the variation of indexes based on the variation of prices or salaries; |
|
|
|
|
restructuring bank peso-denominated time deposits and dollar-denominated deposits,
above certain amounts, and establishing a repayment schedule ending in 2003 and 2005
depending on whether the deposit was originally peso or dollar-denominated (this
restructuring was known as the corralón); |
|
|
|
|
establishing a series of voluntary swaps of deposits in the corralito or of
Reprogrammed Deposits for government bonds, as a response to the inability of the
financial system to return deposits in accordance with their original terms and
conditions. Through Decree No. 739/03 of April 1, 2003, the corralón was eliminated; |
-71-
|
|
|
amending the charter of the Argentine Central Bank; and |
|
|
|
|
allocating Government bonds to financial institutions in compensation for the losses
that would otherwise arise from the asymmetric pesification. As of the date of this
annual report, the Government and the Argentine Central Bank have provided a series of
rules to determine the amount of compensation in connection with the asymmetric
pesification to which each financial institution is entitled. However, certain
situations remain that have not been contemplated by such rules, such as the provision
of compensation for the difference between the amounts paid by banks to reimburse
Reprogrammed Deposits, as a result of judicial actions from depositors (amparo claims),
and the amounts established by the regulations. |
The period of effectiveness of the Public Emergency Law was extended again until December 31,
2007.
Some of these measures are described in more detail below and under Argentine Banking System
and RegulationArgentine Banking Regulation.
Foreign Exchange Market
In late 2001 and early 2002, restrictions were imposed on access to the Argentine foreign
exchange market and on capital movements, which were tightened by the middle of 2002. The Public
Emergency Law granted the executive branch of the Government the power to regulate the local
foreign exchange market. In order to prevent the appreciation of the peso that took place
principally in the fourth quarter of 2002, the Argentine Central Bank began to ease some of these
restrictions. During 2003 and 2004, the Argentine Central Bank further enhanced access to the local
foreign exchange market. This regime was subject to various modifications. Only the principal
features currently in force are detailed below.
On June 30, 2003, Decree No. 285/03, regulated by Argentine Central Bank Communiqué A 3972,
established, effective July 1, 2003, a system for the registration of funds entering into Argentina
and a 180-day restriction on the remittance of such registered funds abroad. This term was extended
to 365 days through Resolution No. 292/05 issued by the Ministry of Economy on May 24, 2005. This
restriction did not apply to foreign trade transactions or to foreign direct investment.
On June 9, 2005, the executive branch of the Government issued Decree No. 616/05, which
established new rules for capital movements into and from Argentina. This Decree was enforced as
from June 10, 2005 and, as regulated, established a system where:
|
(a) |
|
foreign exchange flows into and from the local foreign exchange market
and all resident new debt transactions that may imply future foreign exchange
payments to nonresidents must be registered with the Argentine Central Bank. |
|
|
(b) |
|
All new debt of the private sector with non-residents must be for a
minimum term of 365 days, except for foreign trade financing and primary issuances
of debt securities, if such securities public offering and listing in
self-regulated markets in Argentina has been duly authorized. |
|
|
(c) |
|
All inflows of foreign exchange resulting from such indebtedness, with
the exceptions mentioned in the previous item and those regulated by the Argentine
Central Bank which are detailed below, and all inflows of foreign exchange by
non-residents, excluding direct foreign investments and certain portfolio
investments (subscriptions of primary issuances of debt and equity securities,
which public offering and listing in self-regulated markets in Argentina has been
duly authorized, and government securities acquired in the secondary market), must
be for a term of at least 365 days and will be subject to a 30% deposit
requirement. |
|
|
(d) |
|
Such deposit requirement will be constituted in a local financial
institution as an unremunerated dollar-denominated deposit maturing in at least 365
days; such funds will not be available as a guarantee for any kind of debt and,
upon the deposit maturity date, such funds will become available within the country
and, therefore, will be subject to certain restrictions on foreign exchange
transfers abroad. |
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(e) |
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The 30% deposit requirement is not required, among other, for inflows
of foreign currency: |
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(i) |
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resulting from loans granted to residents by local financial
institutions in foreign currency; |
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(ii) |
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resulting from capital contributions to local institutions,
when the contributor owns, previously or as a result of such contributions,
10% or more of the companys capital or votes, subject to compliance with
certain requirements; |
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(iii) |
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resulting from sales of interests in local entities to
direct investors; |
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(iv) |
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to be applied to real estate acquisitions; |
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(v) |
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resulting from an indebtedness with multilateral and
bilateral credit agencies and with official credit agencies; |
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(vi) |
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resulting from other foreign indebtedness of the local
non-financial private sector, with an average life of no less than two years,
the proceeds of which will be applied to non-financial investments (as defined
by the Argentine Central Bank); |
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(vii) |
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resulting from other foreign indebtedness where the proceeds
will be applied to settlement of foreign debt principal amortization or long
term investments in foreign assets; |
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(viii) |
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resulting from the sale of foreign assets of residents in order to subscribe
primary issuances of public debt issued by the Government; and |
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the proceeds of sales of foreign assets brought into the country by
residents (capital repatriation) will be subject to the 30% deposit requirement,
which will apply to any amounts exceeding US$ 2.0 million per month. |
The Ministry of Economy is entitled to modify the percentages and terms detailed above, when a
change in the macroeconomic situation so requires it. It is also entitled to modify the rest of the
requirements established by Decree No.616/05, and/or establish new ones, and/or extend the types of
foreign currency inflows included. The Argentine Central Bank is entitled to regulate and control
compliance with the regime established by Decree No.616/05, and to enforce the applicable
penalties.
Complementarily to Decree No. 616/05, the Ministry of Economy issued Resolution 637/05, dated
November 16, 2005, which established that, beginning on November 17, 2005, the restrictions
established in said Decree will be applicable also to all inflows of funds to the local foreign
exchange market for the subscription of primary issuances of debt securities or certificates of
participation by financial trusts, if such restrictions were applicable to capital inflows to be
used to acquire any of the trusts assets. The corresponding criminal regime will be applicable in
the case any of these rules are disobeyed.
In addition, currently:
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Access to the local foreign exchange market by non-residents (both individuals
and entities) to transfer funds abroad is permitted: |
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with no limit in the case of proceedings from the principal
amortization of government securities, recoveries from local bankruptcies and
certain other specific cases. |
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with a US$ 2.0 million monthly limit in the case of the aggregate
proceeds from the sale of: (i) direct investments in the private non-financial
sector in Argentina or the final disposition of such investments; and (ii) the
sale of portfolio investments made with foreign currency having entered the
local foreign exchange market no less than 180 days before. However, access to
the local foreign exchange market for the reason mentioned in clause (i) for a
monthly amount exceeding US$ 500,000 or for the reasons mentioned in clauses (i)
and (ii) for an aggregate monthly amount exceeding US$ 2.0 million, requires the
prior authorization of the Argentine Central Bank. |
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with a US$ 5,000 monthly limit in the cases not contemplated
above, unless authorization of the Argentine Central Bank is obtained. |
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Access to the local foreign exchange market by residents (both individuals and
entities) to make foreign real estate, direct or portfolio investments or buy foreign
exchange or traveler checks is allowed but limited to US$ 2.0 million per month, with
such limit increased in certain cases. |
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Access to the foreign exchange local market for the transfer of profits and
dividends abroad is permitted when corresponding to audited and final balance sheets. |
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Lastly, pursuant to Decree No.260/02, all foreign exchange transactions in Argentina must be
executed only through the mercado libre y único de cambios (free and single foreign exchange
market) in which the Argentine Central Bank buys and sells currency.
Loans to the Private Sector and Asymmetric Indexation
Pursuant to Decree No. 214/02, dated February 3, 2002, as amended, loans to the private sector
were pesified at the Ps.1 per dollar parity. The principal of such loans was to be adjusted by the
CER and a maximum interest rate was to be applied. However, most of the loans to individuals were
excluded from this adjustment, which was replaced by the adjustment by the CVS (referred to as the
asymmetric indexation). The adjustment by the CVS was applicable up to March 31, 2004. Loans
adjusted by the CER were assigned an interest rate ranging from 3.5% to 8%, and loans adjusted by
the CVS an interest rate equal to the lower of the loans contractual rate and the following
maximum interest rates of 12.38%, 16.41% and 25.48%, depending on the type of loan. Those debtors
with obligations not included in the above-mentioned exceptions would be able to restructure such
loans and the accumulated CER amounts.
During most of 2002 and as from the enactment of Law No. 25,563, several regulations were in
force that restricted creditors ability to exercise their rights, including the restriction of
foreclosure proceedings on mortgages and pledges. The suspension of foreclosure proceedings was
extended several times through regulations or by means of banks voluntary commitment not to
commence foreclosure actions against debtors until the enactment of Law No. 26,062, on November 3,
2005, which temporarily suspended foreclosure proceedings on mortgages on real property
constituting the debtors sole family residence, for loans the original amounts of which were under
Ps.100,000.
Through Law No. 25,798, enacted on November 6, 2003, the Mortgage Refinancing System (Sistema
de Refinanciación Hipotecaria) was created in order to refinance non-performing loans secured by
real property constituting the debtors sole family residence. This law was optional for financial
creditors, and making use of this option, we decided not to participate and informed the Argentine
Central Bank of our decision. We have reached individual agreements with certain debtors, and in
case of non-fulfillment of the agreements or impossibility of reaching an agreement, we have
applied the corresponding foreclosure actions.
Deposits
On December 3, 2001, Decree No. 1570/01 established restrictions on depositors ability to
make cash withdrawals from bank accounts known as the corralito. The corralito did not prevent
transfers of deposits among banks. On January 10, 2002, Resolution No. 6/02 of the
Ministry of Economy established the restructuring of time deposits in pesos and of most deposits
originally denominated in U.S. dollars, above certain amounts. Restructured deposits (referred to
herein as Reprogrammed Deposits) were known as deposits subject to the corralón and were not
allowed to be transferred among banks.
On February 3, 2002, Decree No. 214/02 established the mandatory conversion of all
obligations to give sums of money, of any cause or origin judicial or extra-judicial
denominated in U.S. dollars or other foreign currencies, existing as of the date of the Public
Emergency Law and that had not already been converted into pesos, including all deposits in U.S.
dollars or other foreign currencies with the Argentine financial system at the exchange rate of
Ps.1.4 per US dollar and the application of the CER to the comprised deposits and loans, plus a
minimum interest rate to deposits and a maximum interest rate to loans.
The corralito and the corralón were meant to shield banks from new massive withdrawals of
deposits, after the withdrawal experienced by the financial system during 2001. However, the
financial systems deposits continued to diminish, particularly, due to the increase in the number
of amparo claims that resulted in court orders mandating banks to release deposits. See
Compensation to Financial InstitutionsFor Differences Related to Amparo Claims.
The executive branch of the Government proposed voluntary exchanges of deposits (known as
Canje I and Canje II) for new Argentine Government bonds (Boden 2007 Bonds in pesos and two
dollar-denominated
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bonds: Boden 2005 Bonds and Boden 2012 Bonds). Reprogrammed Deposits for which no exchange
option had been exercised (known as Cedros) matured in August 2005. The Ministry of Economy
lifted, effective December 2, 2002, the corralito. In addition, since April 1, 2003, holders of
Reprogrammed Deposits were allowed to request from financial institutions the total or partial
reimbursement of such deposits on conditions (a mix of cash and dollar-denominated Boden 2013
Bonds) that varied depending on the amount of the deposit and its original currency of
denomination. The process to eliminate the corralón was completed in August 2003.
Compensation to Financial Institutions
For the Asymmetric Pesification and its Consequences
Decree No. 214/02 provided for the compensation to financial institutions, of:
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the losses caused by the mandatory conversion into pesos of certain liabilities
at the Ps.1.4 per US$ 1.0 exchange rate, greater than the Ps.1.0 per US$ 1.0 exchange
rate established for the conversion into pesos of certain dollar-denominated assets.
This was to be achieved through the delivery of a peso-denominated compensatory bond
issued by the Government (Boden 2007 Bonds). |
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the currency mismatch left in financial institutions balance sheets after the
compulsory pesification of certain of their assets and liabilities. This was to be
achieved through the conversion of the peso-denominated compensatory bond into a
dollar-denominated compensatory bond and, if necessary, through the purchase by
financial institutions of a dollar-denominated hedge bond. For such purpose, the
Government established the issuance of a dollar-denominated bond bearing Libor and
maturing in 2012 (Boden 2012 Bonds). |
Among other measures, Decree No. 905/02 established the methodology for calculating the
compensation to be received by financial institutions. We recorded the compensation for the amounts
we had determined according to the regulations. Financial institutions had to inform the Argentine
Central Bank of the amounts of compensation to which they were entitled under these rules no later
than December 23, 2002 and the Argentine Central Bank had to confirm the amounts after a review.
In March 2005, we agreed to receive US$ 2,178.0 million of face value of Boden 2012 Bonds,
comprised of US$ 906.3 million of face value of Boden 2012 Bonds corresponding to the Compensatory
Bond (fully delivered to us in November 2005) and US$ 1,271.7 million of face value of Boden 2012
Bonds corresponding to the Hedge Bond (pending receipt in full until December 1, 2006).
On December 1, 2006, the Argentine Central Bank credited to us Boden 2012 Bonds for a face
value of US$ 1,155.0 million, at their 75% residual value and US$ 406.8 million for pass due
amortization and interest coupons, corresponding to 90.8% of the Hedge Bond. As of December 31,
2006, delivery of the remaining Hedge Bond for US$ 116.8 million of face value of Boden 2012 Bonds
was pending.
Since 2002, the Boden 2012 Bonds pending delivery were recorded in our balance sheet under the
item Other Receivables Resulting from Financial Brokerage, as they represented a right to receive
Boden 2012 Bonds for the amount recorded under that item as the above-mentioned compensation. The
delivery to us of 90.8% of the Boden 2012 Bonds corresponding to the Hedge Bond implied the
availability of such bonds, thus the bonds were recorded as securities under Government
Securities.
We recorded in our balance sheet the advance for the acquisition of the Hedge Bond and the
compensation simultaneously. During the first quarter of 2006, we requested from the Argentine
Central Bank the advance for the acquisition of 90.8% of the Hedge Bond. On December 1, 2006, we
executed such portion of the aforementioned advance and simultaneously settled this liability using
Bogar Bonds and Secured Loans granted as collateral, for Ps.1,111.6 million and Ps.0.07 million of
face value, respectively, and cash for Ps.1,369.7 million. As a result of the foregoing, both our
assets and liabilities decreased by Ps.3,302.6 million, due to the decrease by such amount of both
the advance for the acquisition of the Hedge Bond and the assets used in the settlement of such
liability.
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Due to the settlement in cash noted above, Bogar Bonds previously granted as collateral for
said liability for a face value of Ps.392.8 million were released. The valuation of such securities
in accordance with Argentine Central Bank regulations, at their present value calculated by using
the discount rate set forth in those regulations, generated a reduction in the book value thereof
of Ps.109.1 million.
On December 13, 2006, we requested from the Argentine Central Bank the advance for the
acquisition of the remainder of the Hedge Bond, i.e., Boden 2012 Bonds for US$ 116.8 million of
face value, and the simultaneous settlement of such liability on the date of execution, through the
application of Ps.163.5 million of face value of Bogar Bonds granted as collateral. In February
2007, given that no resolution had been taken on such request, the we requested the acquisition of
the remainder of the Hedge Bond in cash as well as the release of the Bogar Bonds granted as
collateral. In accordance with Argentine Central Bank rules on the valuation of public-sector
assets not granted as collateral, this decision generated a Ps.32.0 million loss, which was
recorded in February 2007.
In March 2007, the Argentine Central Bank notified us that the remaining Hedge Bond had to be
acquired by using Secured Loans, in accordance with the direct swap alternative set forth in Decree
No. 905/02. On April 9, 2007, we requested from the Argentine Central Bank the acquisition of such
Bond with Secured Loans for Ps.115.9 million of face value. The swap for public sector assets,
instead of the aforementioned advance caused a Ps.32.8 million increase in the acquisition cost of
the remaining Hedge Bond. This loss was recognized in our Financial Statements in March 2007. As of
March 31, 2007, the balance of the Hedge Bond pending settlement was recorded under Other
Receivables Resulting from Financial Brokerage for Ps.409.1 million. The swap was completed on
April 24, 2007.
Through the actions described, the process of compensation to us for the effects of the
asymmetric pesification established by Decree No. 905/02 was completed. In addition, these actions
have strengthened our balance sheet by reducing risk concentration in public-sector assets and
increasing our structural liquidity. In addition, these actions have increased our ability to
generate business because of the possibility to apply a substantial amount of public sector assets
to the business.
For Differences Related to Amparo Claims
As a result of the provisions of Decree No. 1,570/01, the Public Emergency Law, Decree No.
214/02 and concurrent regulations, and as a result of the restrictions on cash withdrawals and of
the measures that established the pesification and restructuring of foreign-currency deposits,
since December 2001, a significant number of claims have been filed against the Government and/or
financial institutions, formally challenging the emergency regulations and requesting prompt
payment of deposits in their original currency. Most lower and upper courts have declared the
emergency regulations unconstitutional. As of December 31, 2006, court orders received by the Bank
requiring the reimbursement of deposits in foreign or Argentine currency, at the free-market
exchange rate, amounted to Ps.12.8 million and US$ 644.5 million. In compliance with those court
orders, as of the same date, the Bank had paid the amounts of Ps.1,163.9 million and US$ 111.2
million to reimburse deposits, in pesos and in foreign currency.
The difference between the amounts paid as a result of these court orders and the amount
resulting from converting deposits at the Ps.1.40 per US dollar exchange rate, adjusted by the CER
and interest accrued up to the payment date, which amounted to Ps.688.4 million as of December 31,
2006, was recorded under Intangible Assets. The residual value as of said date was Ps.367.2
million. We have repeatedly reserved our right to make claims, at suitable time, in view of the
negative effect caused on our financial condition by the reimbursement of deposits originally
denominated in dollars, pursuant to orders issued by the Judicial Branch, either in US dollars or
in pesos for the equivalent amount at the market exchange rate, since compensation of this effect
was not included by the Government in the calculation of the compensation to financial
institutions. The method of accounting for such right as a deferred loss, set forth by Argentine
Central Bank regulations, does not affect the existence or legitimacy of such right. To such
effect, we have reserved all of the corresponding rights.
On December 30, 2003, we formally requested to the executive branch of the Government with a
copy to the Ministry of Economy and to the Argentine Central Bank, the payment of the due
compensation for the losses incurred that were generated by the asymmetric pesification and,
especially, for the negative effect on its financial
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condition caused by final court decisions. We have reserved our right to further extend such
request in order to encompass losses made definitive by new final judgments.
On December 27, 2006, the Supreme Court ruled in the case of Massa vs. National State and
BankBoston, that the defendant bank must fulfill its obligation to reimburse a dollar-denominated
deposit subject to the emergency regulations by paying the original amount deposited converted into
pesos at an exchange rate of Ps.1.40 per US dollar, adjusted by CER until the effective payment
date, together with a 4% annual interest payment and computing amounts paid in order to comply with
preliminary injunctions or other measures as payments on account of any such amount owed. On March
20, 2007, the Supreme Court ruled, in the case of EMM S.R.L. c/ Tía S.A. that Decree No. 214/2002
does not apply to judicial deposits, and that such deposits must be reimbursed to the depositors in
their original currency. Management continuously monitors and analyses the implications of such
ruling to similarly situated cases.
During fiscal year 2006 and in the previous fiscal years, the number of legal actions filed by
customers requesting the reimbursement of deposits in their original currency has decreased
significantly.
Argentine Banking System and Regulation
Argentine Banking System
As of December 31, 2006, the Argentine financial system consisted of 90 financial
institutions, of which 72 were banks and 18 were financial non-bank institutions (including finance
companies, credit unions, savings and loan associations). Of the 72 banks, 12 were Argentine
national and provincial government-owned or related banks. Of the 60 private-sector banks: 35 were
private-sector domestically-owned banks (i.e., sociedades anónimas); 24 were foreign-owned banks
(i.e., local branches or subsidiaries of foreign banks); and one was a cooperative bank (bancos
cooperativos limitados), also domestically-owned.
As of that date, the largest private-sector banks, in terms of total deposits, were: BBVA
Banco Francés, Banco Río Santander, Banco Galicia, Citibank, BankBoston, Credicoop, Banco Macro
Bansud and HSBC Bank. Of these, three were domestically-owned banks and five were foreign-owned
banks. According to information published by the Argentine Central Bank as of December 31, 2006,
private-sector banks accounted for 55.05% of total deposits and approximately 67.3% of total net
loans in the Argentine financial system. Argentine financial industry regulations do not raise any
entry or exit barriers, nor do they make any differentiation between locally or foreign-owned
institutions. The only cooperative bank is active principally in consumer and middle-market
banking, with a special emphasis on the lower end of the market. As of December 31, 2006, financial
entities (other than banks) accounted for approximately 0.3% of deposits and 2.7% of net loans in
the Argentine financial system.
As of December 31, 2006, the largest Argentine national and provincial government-owned or
related banks, in terms of total deposits, were Banco Nación and Banco de la Provincia de Buenos
Aires. Under the provisions of the Financial Institutions Law, public banks have comparable rights
and obligations as private banks, except that public banks are usually chosen as depositaries of
public revenues and promote regional development and certain public banks have preferential tax
treatment. The bylaws of some government-owned banks provide that the governments that own them
(national and provincial) guarantee their commitments. Under current law, Banco de la Provincia de
Buenos Aires is not subject to taxes, levies or assessments that the Government may impose.
According to information published by the Argentine Central Bank, as of December 31, 2006,
government-owned banks and banks in which the national, provincial and municipal governments had an
ownership interest accounted for 44.7% of deposits and 30.0% of loans in the Argentine financial
system.
Consolidation has been a dominant theme in the Argentine banking sector since the 1990s, with
the total number of financial institutions declining from 214 in 1991 to 90 at December 31, 2006,
with the ten largest banks holding 73.7% of the systems deposits and 66.8% of the systems loans
as of December 31, 2006.
During the decade of the 1990s, foreign banks significantly increased their presence in the
Argentine financial system. Since the last quarter of 1996, control of many of the largest
Argentine private-sector domestically-owned commercial banks has been transferred to foreign banks,
which ended up controlling the largest
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private sector financial institutions except the Bank. This foreign presence grew both in the
universal bank sector and among financial institutions specializing in specific products or
markets. This situation has not changed despite the fact that the number of foreign banks decreased
by 15 through December 2006, as compared with the number at the end of 2001, and that foreign
banks share of total deposits has decreased since the 2001-2002 crisis while the share of domestic
private-sector banks has increased.
Argentine Banking Regulation
The following is a summary of certain matters relating to the Argentine banking system,
including provisions of Argentine law and regulations applicable to financial institutions in
Argentina. This summary is not intended to constitute a complete analysis of all laws and
regulations applicable to financial institutions in Argentina.
General
Since 1977, banking activities in Argentina have been regulated under the Financial
Institutions Law which places the supervision and control of the Argentine banking system in the
hands of the Argentine Central Bank, which is an autonomous institution. The Argentine Central Bank
has vested the Financial Superintendency with most of the Argentine Central Banks supervisory
powers. In this section, unless the context otherwise requires, references to the Argentine Central
Bank shall be understood as references to the Argentine Central Bank acting through the Financial
Superintendency. The Financial Institutions Law provides the Argentine Central Bank with broad
access to the accounting systems, books, correspondence, and other documents of banking
institutions. The Argentine Central Bank regulates the supply of credit and monitors the liquidity
of, and generally supervises the operation of, the Argentine banking system. The Argentine Central
Bank enforces the Financial Institutions Law and grants authorization for banks to operate in
Argentina. The Financial Institutions Law confers numerous powers to the Argentine Central Bank,
including the ability to grant and revoke bank licenses, to authorize the establishment of branches
outside Argentina, to approve bank mergers, capital increases and certain transfers of stock, to
fix minimum capital, liquidity and solvency requirements and lending limits, to grant certain
credit facilities to financial institutions in cases of temporary liquidity problems and to
promulgate other regulations that further the intent of the Financial Institutions Law.
Current regulations place the operations of local and foreign owned banks on equal regulatory
grounds.
The Public Emergency Law, sanctioned on January 6, 2002, introduced substantial amendments to
the Argentine Central Banks charter which, among others, released certain restrictions on its
ability to act as a lender of last resort and allowed the Argentine Central Bank to make advances
to the Government.
The Financial Institutions Law and the Argentine Central Bank charter were amended by Law
No. 25,780, published in the Official Gazette on September 8, 2003. The main provisions
established by such law were the following: (i) authorization was given to the Argentine Central
Bank to make temporary loans to the Government for up to 12.0% of the monetary base, and to make
loans for an amount of up to 10.0% of the total annual amount raised by the Government in cash
during the last 12 months, both of which have to be reimbursed within 12 months from the relevant
date of disbursement. Such temporary loans cannot not exceed 12.0% of the monetary base, except
those destined exclusively to the payment of outstanding obligations to multilateral agencies; (ii)
indemnity for Argentine Central Bank officers was provided for, by stating that the opportunity,
merits or convenience of certain of their decisions (mostly related to the liquidation and
restructuring of financial institutions) must be reviewed by the courts only when such decisions
have been clearly made in an unreasonable and arbitrary manner; (iii) authorization was given to
the Argentine Central Bank to exclude assets and liabilities of financial institutions with
liquidity and solvency problems and establish the rules for their valuation, and assign the
transfer of excluded assets and liabilities to other financial entities, or transfer assets to
financial trusts (see Financial Institutions with Economic Difficulties); (iv) amendment in the
degree of payment preferences in favor of creditors (see Priority Rights of Depositors); and (v)
authorization was given to the Argentine Central Bank to disburse rediscounts (short term loans for
liquidity support) to financial institutions with liquidity or solvency problems, during the term
of the Public Emergency Law.
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Supervision
As supervisor of the Argentine financial system, the Argentine Central Bank requires financial
institutions to submit information on a daily, monthly, quarterly, semiannual and annual basis.
These reports that include balance sheets and income statements, information relating to reserve
funds, use of deposits, portfolio quality (including details on debtors and any loan loss
provisions established) and other pertinent information, allow the Argentine Central Bank to
monitor financial institutions financial condition and business practices.
The Argentine Central Bank carries out formal inspections from time to time of all banking
institutions for purposes of monitoring compliance by banks with legal and regulatory requirements.
If the Argentine Central Bank rules are breached, it may impose various sanctions depending on the
gravity of the violation. These sanctions range from calling attention to the infraction to the
imposition of fines or even the revocation of the financial institutions operating license.
Moreover, non-compliance with certain rules may result in the obligatory presentation to the
Argentine Central Bank of specific adequacy or regularization plans. The Argentine Central Bank
must approve these plans in order for the financial institution to remain in business.
Financial institutions have been subject to the supervision of the Argentine Central Bank on a
consolidated basis since 1994. Information set out in Limitations on Types of Business,
Capital Adequacy Requirements, Lending Limits, and Loan Classification System and Loan Loss
Provisions below, relating to a banks loan portfolio, is calculated on a consolidated basis.
However, regulations relating to a banks deposits are not based on consolidated information, but
on such banks deposits in Argentina (for example, liquidity requirements and contributions to the
deposit insurance system).
Examination by the Argentine Central Bank
The Argentine Central Bank began to rate financial institutions based on the CAMEL quality
rating system in 1994. Each letter of the CAMEL system corresponds to an area of the operations of
each bank being rated, with: C standing for capital, A for assets, M for management, E for
earnings, and L for liquidity. Each factor is evaluated and rated on a scale from 1 to 5, 1 being
the highest rating an entity can receive. The Argentine Central Bank modified the supervision
system effective on September 2000. The new rating system, the objective and basic methodology of
which do not differ substantially from the CAMEL system, is denominated CAMELBIG. The components
were redefined in order to evaluate business risks separately from management risks. The components
used to rate the business risks are: capital, assets, market, earnings, liquidity and business. The
components to rate management risks are: internal control and the quality of management. By
combining the individual factors that are under evaluation, a combined index can be obtained that
represents the final rating for the financial institution.
After the 2001-2002 crisis, the Argentine Central Bank resumed the examination process, which
was interrupted due to such crisis. In the Banks case, the first examination was based on
information as of June 30, 2005, and the examination activities ended on November 4, 2005. A new
examination was started based on information as of September 30, 2006.
BASIC System
The Argentine Central Bank established a control system (BASIC) with the purpose of allowing
the public access to a greater level of information and safety with respect to their holdings in
the Argentine financial system. Each letter corresponds to one of the following procedures:
- B (Bonos or Bonds). On an annual basis, all financial institutions in Argentina were
required to engage in certain debt issuing transactions in order to expose them to scrutiny
and analysis by third parties with high standards. This requirement was eliminated by the
Argentine Central Bank effective March 1, 2002.
- A (Auditoría or Audit). The Argentine Central Bank requires a set of external audit
procedures that include: (a) the creation of a registry of auditors; (b) the implementation
of strict accounting procedures to be complied with by external auditors; (c) the payment of
a performance guarantee by those auditors to induce their compliance with the procedures,
and (d) the creation of a department within the Argentine
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Central Bank liable for verifying that the procedures are followed. The purpose of this
requirement is to assure accurate disclosure by the financial institutions to both the
Financial Superintendency and the public.
- S (Supervisión or Supervision). The Argentine Central Bank has the right to inspect
financial institutions from time to time.
- I (Información or Information). Financial institutions are required to file on a monthly
basis certain daily, weekly, monthly and quarterly statistical information.
- C (Calificación or Rating). The Argentine Central Bank established a system which
required periodic credit evaluation of financial entities by internationally recognized
rating agencies, which was suspended by Communiqué A 3601 in May 2002. A rating by such
agencies is still required for financial institutions to be able to receive deposits from
local pension funds (AFJPs).
Legal Reserve
The Argentine Central Bank requires that each year banks allocate to a legal reserve a
percentage of net income set by the Argentine Central Bank, which is currently 20.0%. Such reserve
can only be used during periods in which a bank has incurred losses and has exhausted all
allowances and other provisions. Dividends may not be paid if the legal reserve has been impaired.
Limitations on Types of Business and Computable Regulatory Capital
As provided by the Financial Institutions Law, commercial banks are authorized to conduct all
activities and operations that are not specifically prohibited by law or by regulations of the
Argentine Central Bank. Some of the activities which are permitted include the ability to make and
receive loans, to receive deposits from the public in both local and foreign currency, to guarantee
customers debts, to acquire, place or negotiate stock or debt securities in the MAE, subject to
the approval of the CNV, to conduct transactions in foreign currency, to act as fiduciary and to
issue credit cards.
Banks are not permitted to own commercial, industrial, agricultural and other types of
businesses, except with prior authorization from the Argentine Central Bank. Under Argentine
Central Bank regulations, the aggregate amount of equity investments of a commercial bank
(including interests in domestic mutual funds called fondos comunes de inversión) may not exceed
50.0% of such banks computable regulatory capital (as defined below). In addition, investments in:
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equity shares without quotation, excluding (a) stock of companies which provide services
complementary to the services offered by the bank, and (b) certain stock participations
which are necessary in order to obtain the rendering of public services, if any, |
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listed stock and participations in mutual funds which are not included in order to
determine the capital requirements related to market risk; and |
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listed stock that does not have a largely publicly available market price (when daily
quotes of relevant transactions are available, which quotes would not be significantly
affected by the disposition of the banks holdings of such stock) |
may not exceed, in the aggregate, 15.0% of a banks computable regulatory capital.
A banks computable regulatory capital or RPC or Adjusted Shareholders Equity is defined
under the Argentine Central Banks regulations as:
|
i) |
|
the core capital, which includes permanent capital, non-equity contributions,
net worth adjustments, surplus reserves, audited retained earnings and, effective
October 1, 2006, long-term debt instruments, as long as such instruments fulfill
certain requirements (maturity of more than 30 years, accrual of recognized return per
year not exceeding issuer financial entitys profits, with unpaid services not being
cumulative, so that they cannot be deferred and accumulated to be paid after its
maturity date) and cannot exceed a certain core capital percentages, equal to 30% until
December 31, 2008, subject to a schedule that converges to the 15% international
standard on January 1, 2013; plus |
|
|
ii) |
|
the supplemental capital, which may not exceed the core capital, consisting of
unaudited retained earnings (50% of profits and 100% of losses; those corresponding to
the last fiscal year can be included only when they have been audited), 50% of the
reserves on the loan portfolio classified as normal |
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|
|
|
(general reserves), subordinated debt not exceeding 50% of core capital and with a maturity
of at least 5 years, and, effective October 1, 2006, debt instruments which fulfill the
requirements to be considered as core capital but exceed the above mentioned limits, debt
instruments with residual time to maturity of less than 10 years and those for which unpaid
services are cumulative. In this case, the limit is 50% of the core capital. |
|
|
iii) |
|
In addition, the following items must be deducted: (i) sight deposits with
foreign banks abroad not rated as investment grade; (ii) securities deposited with
custodians not having been authorized by the Argentine Central Bank; (iii) sovereign
bonds issued by a foreign government with a rating lower than that assigned to the
Argentine sovereign bonds; (iv) share holdings in other financial institutions; (v)
unregistered real estate; (vi) goodwill; (vii) research and development expenses;
(viii) provisioning deficiencies as determined by the Financial
Superintendency. |
Nevertheless, for purposes of calculating the limits described both above and in Lending
Limits, it is not necessary to deduct the capital assigned to offshore branches from a banks
shareholders equity.
Financial institutions must comply with capital adequacy requirements both on individual and
consolidated basis.
Under Argentine Central Bank regulations, financial institutions are typically precluded from
engaging directly in insurance activities and from holding an equity interest in excess of 12.5% of
the outstanding capital of a company that does not provide services defined as complementary to
those provided by financial institutions or which exceeds specified percentages of the respective
financial institutions RPC as described above. The Argentine Central Bank determines which
services are complementary to the services provided by financial institutions, mainly services in
connection with stock brokerage, issuance of credit or debit or similar cards, financial
intermediation in leasing and factoring transactions.
Due to the 2001-2002 crisis, through Communiqué A 3918, the Argentine Central Bank
established that beginning on April 1, 2003 and until December 31, 2003, financial institutions
would be allowed to receive in payment of credits granted shares or equity interests in the capital
of a company that engages in activities other than complementary activities, subject to certain
conditions. Subsequently, the Argentine Central Bank postponed the expiration date of this
authorization until December 31, 2004, and finally eliminated it, as long as the received assets
were liquidated within the year, until reaching the admitted limit of holdings of 12.5% (Communiqué
A 4402 and A 4439).
Treatment of Losses in Connection with Amparo Claims
Through Communiqué A 3916 dated April 3, 2003, the Argentine Central Bank provided for the
recording of an intangible asset on account of the difference between the amount paid by financial
institutions pursuant to legal actions and the amount resulting from the conversion into pesos of
the balance of the U.S. dollar deposits reimbursed, at the exchange rate of Ps.1.4 per US$ 1.0
(adjusted by the CER plus interests accrued up to the payment date). In addition, it established
that the corresponding amount shall be amortized in 60 monthly equal and consecutive installments
as from April 2003.
On November 17, 2005, through Communiqué A 4439, the Argentine Central Bank established
that, beginning in December 2005, financial institutions having granted, as from that date, new
commercial loans with an average life of more than two years could defer the losses related to the
amortization of amparo claims. The maximum amount to be deferred cannot exceed 10% of financial
institutions RPC nor 50% of the new commercial loans. Likewise, financial institutions will not be
able to reduce the rest of their commercial loan portfolio. This methodology will be applied until
December 2008, when the balance recorded as of that date will begin to amortize in up to 36 monthly
equal and consecutive installments. Our application of this rule has resulted in the deferral of
losses related to amparo claims since December 2005. No losses for this concept were recorded in
December 2005 and during fiscal year 2006.
As of December 31, 2006, this intangible asset, net of amortizations and including deferred
losses, amounted to Ps.367.2 million. We have repeatedly reserved our right to make claims, at
suitable time, in view of the negative effect caused on our financial condition by the
reimbursement of deposits originally denominated in
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dollars, pursuant to orders issued by the Judicial Branch, either in US dollars or in pesos
for the equivalent amount at the market exchange rate, since compensation of this effect was not
included by the Government in the calculation of the compensation to financial institutions. The
method of accounting for such right as a deferred loss, set forth by Argentine Central Bank
regulations, does not affect the existence or legitimacy of such right. To such effect, we have
reserved the corresponding rights.
Legal Reserve Requirements for Liquidity Purposes
The minimum cash requirements that banks are required to carry are established as a
percentage of the balances of the different type of bank deposits and, for time deposits (including
Cedros and Reprogrammed Deposits with amparo claims, when corresponding), the percentage varies
with the remaining maturity.
The Argentine Central Bank modifies from time to time the percentages of the minimum cash
requirements depending on monetary policy considerations. Compliance with the minimum cash
requirements must be accomplished with certain assets (see below), in the same currency as the
deposit that originates it. Compliance with the minimum cash requirements is determined in
averages, for monthly periods. The Argentine Central Bank can modify this practice, depending on
monetary policy considerations.
Through Communiqué A 3486, dated March 22, 2002, and Communiqué A 3528, dated March 25,
2002, the Argentine Central Bank established that the amount of foreign currency denominated
deposits could only be applied to foreign trade financing, interbank loans and Lebac, and that
those applied to other purposes would constitute a greater cash minimum requirement in pesos, for
the same amount. Subsequently, other purposes were added to those previously mentioned, such as the
granting of loans to finance imports of capital goods to be used to increase the production for the
local market, i.e., that do not generate cash flows in the same currency.
Pursuant to Communiqué A 4449, dated December 2, 2005, the Argentine Central Bank
established that, effective December 2005, the minimum cash requirement in pesos is to be applied
over the monthly average of the daily balances of the obligations comprised, except for the period
December-February of the following year, for which the quarterly average will be used.
At the end of fiscal year 2006, the percentages of minimum cash requirements applicable in
accordance with Argentine Central Bank Communiqué A 4549, dated July 21, 2006, were as follows:
|
- |
|
peso-denominated current accounts and savings accounts: 19%. |
|
|
- |
|
dollar-denominated savings accounts: 30%. |
|
|
|
Time deposits, including those adjusted by CER (by remaining maturity): |
|
- |
|
denominated in pesos: up to 29 days: 14%; from 30 to 59 days: 11%; from
60 to 89 days: 7%; from 90 to 179 days: 2%; from 180 to 365 days: 0%. |
|
|
- |
|
denominated in dollars: up to 29 days: 35%; from 30 to 59 days: 28%;
from 60 to 89 days: 20%; from 90 to 179 days: 10%; from 180 to 365 days: 6%; and
more than 365 days: 0%. |
The assets computable for compliance with this requirement are the technical cash, which
comprises bills and coins (up to a 67% maximum beginning on October 1, 2006, as established by the
Argentine Central Banks Communiqué A 4580 dated September 29, 2006), the balances of the peso-
and dollar-denominated accounts at the Argentine Central Bank and that of the escrow accounts held
at the Argentine Central Bank in favor of clearing houses.
Through Communiqué A 4393, issued on July 25, 2005, the Argentine Central Bank established
that the amounts corresponding to the 30% deposit requirement mentioned in Foreign Exchange
Market, would not be computed for the purpose of determining the remuneration of the accounts held
by banks at the Argentine Central Bank, and through its Communiqué A 4509, issued on March 14,
2006 and effective on April 1, 2006, it also excluded the minimum cash requirements on demand
deposits and other demand obligations in pesos for the above mentioned purpose.
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By means of Communiqué A 4549, the Argentine Central Bank also eliminated the
possibility of computing cash (in local and foreign currency) for compliance with minimum cash
requirements. Such measure implied that cash in vaults, in transportation and in armored truck
companies, ATMs and branches would not be computable for compliance with minimum cash requirements.
This measure, which was going to be gradually phased in, was subsequently suspended, thus 67% of
these items amounts remained computable for such purpose.
As of December 31, 2006, the Bank was in compliance with its legal reserve requirements, and
has continued to be to date.
Capital Adequacy Requirements
See Selected Statistical Information Regulatory Capital.
Capitalization of Debt Instruments
Through Communiqué A 4652, dated April 25, 2007, the Argentine Central Bank modified Item
7.3 Capital Contributions of Chapter VI. Capital Adequacy- Section 7. Regulatory Capital of its
LISOL 1 rule. Through such Communiqué, the Argentine Central Bank broadened the set of financial
instruments different from cash that it will expressly admit to be contributed as capital for the
purposes of all regulations related to capital, capital computing and capital increases. Besides
cash, in which case no special authorization from the Argentine Central Bank is required, the
regulation establishes that subject to the prior authorization by the Financial Superintendency,
the following instruments will be admitted as capital contributions: (i) securities issued by the
Government, (ii) debt instruments issued by the Argentine Central Bank, and (iii) a financial
institutions deposits and other liabilities resulting from financial brokerage, including
subordinated obligations. In cases (i) and (ii), the contributions must be recorded at market
value. It will be understood that an instrument has a market value when it has regular quotations
in stock markets and regulated local and foreign markets. In case (iii), contributions must be
recorded at market value, as defined in the previous cases or, in the case of financial
institutions that publicly offer their stock, at the price determined by the regulatory authority.
When the previous situation is not verified, contributions will be admitted at their accounting
value, pursuant to Argentine Central Bank rules.
Profit Distribution
See Item8. Financial Information Dividend Policy and Dividends.
Lending Limits
According to Argentine Central Bank rules, the aggregate amount of loans and other receivables
(including guarantees granted), together referred herein as financial assistance or credit, a
bank can grant to any customer at any time is based on the banks RPC on the last day of the
immediately preceding month and on the customers net worth.
i) Limits to financial assistance that refer to the borrowers capital: as a
general rule, financial assistance to a customer cannot exceed 100% of such customers
capital. This limit may be raised up to 300% with the approval of the financial
institutions board of directors and if additional credit does not exceed 2.5% of the
banks RPC. For forward transactions, different percentages are considered, depending on
the transactions characteristics. Until June 2006 (Communiqué A 4467), new financial
assistance could be granted (up to a total limit of 15% of a banks RPC) exceeding the 300%
limit of the customers capital, with the board of directors approval. Such additional
financial assistance could not exceed 2.5% of a banks RPC.
ii) Limits that refer to the financial institutions RPC: the limits to the
financial assistance a bank can provide are (as a percentage of a banks RPC):
|
|
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|
|
|
|
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|
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|
Without Collateral |
|
With Collateral |
|
Non-related Customers |
|
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15 |
% |
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|
25 |
% |
Domestic Financial Institutions (*) |
|
|
25 |
% |
|
|
25 |
% |
Foreign Financial Institutions (Investment grade) |
|
|
25 |
% |
|
|
25 |
% |
Foreign Financial Institutions (Other) |
|
|
5 |
% |
|
|
5 |
% |
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|
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|
|
|
|
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|
Without Collateral |
|
With Collateral |
Reciprocal Guarantee Entities authorized by the
Argentine Central Bank (**) |
|
|
|
|
|
|
25 |
% |
Public sector (***): |
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|
|
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|
|
|
|
i) National |
|
|
50 |
% |
|
|
50 |
% |
ii) City of Buenos Aires and Provinces (each) |
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|
10 |
% |
|
|
10 |
% |
iii) Municipalities (each) |
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|
3 |
% |
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3 |
% |
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(*) |
|
For bankers banks, the limit is 100%. |
|
(**) |
|
Law 24,467: associations of companies authorized by the Argentine
Central Bank to guarantee loans. In case one of the companies fails to pay,
the other takes responsibility. |
|
(***) |
|
Excess over the new limits set in March 2003 will not be computed
if arising from loans granted before March 2003, if determined or increased by
the reception of bonds or promissory notes as compensation for the asymmetric
pesification, or if arising from the rolling over of preexisting loans. |
Communiqué A 3911 issued on March 28, 2003, established the applicable limits shown
in the table above to a financial institutions new exposure (granted after April 1, 2003)
to the Argentine non-financial public sector. These limits exclude the exposure outstanding
as of March 31, 2003, government securities received as compensation in accordance with
Decree No. 905/02 or those to be received pursuant to other regulations, and the roll over
of principal payments. Total exposure to the public sector, described in items (i), (ii)
and (iii) in the table above, with the exclusions mentioned, must not exceed 75.0%.
In addition, according to item 12 of this Communiqué, beginning on January 1, 2006, a
banks total financial assistance, without any exemption, to all the non-financial public
sector, must not exceed 40.0% of a banks total assets as of the end of the previous month.
Any excess over this limit will add an equal amount to the minimum capital requirement of
the bank. The Bank submitted a plan in order to comply with item 12 of Communiqué A 3911,
as amended, over time, which was approved by the Argentine Central Bank on February 28,
2006. The Bank is currently in compliance with this plan, with no capital requirements
arising from the excess carried.
By means of Communiqué A 4546, the Argentine Central Bank reduced the cap to financial
institutions permitted total exposure to the public non-financial sector from 40% of total
assets to 35% of total assets, effective July 1, 2007.
iii) The limits on equity interests in other companies are the following:
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Limit based on a Banks RPC |
|
Limit based on Customers Net |
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Worth |
|
Companies with non-complementary activities |
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12.5 |
%(**) |
Companies with complementary activities |
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100 |
% |
Total shares |
|
|
50 |
% |
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|
Shares without quotation (*) |
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15 |
% |
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(*) |
|
Includes shares that do not quote frequently and therefore are not
subject capital requirements to cover market risk. |
|
(**) |
|
Shares or equity interests could be taken in payment of credits, up to
20% of the firms capital, without exceeding 20% of the votes. They had to be sold
within one year so as to reach the regulatory limit. |
Financial assistance is also limited in order to prevent risk concentration. To that end,
the aggregate of all financial assistance that, taken alone, exceeds 10% of a banks RPC, must not
exceed three times and five times a banks RPC, excluding and including, respectively, the
financial assistance to local banks. For a bankers bank the latter limit is 10 times.
Financial assistance exceeding 2.5% of a banks RPC, except interbank loans, must be approved
by a banks board of directors.
The Argentine Central Bank also regulates the amount of total financial exposure (defined as
financial assistance or credit plus equity participations) of bank to a related party (defined as
a banks affiliates and related individuals). For purposes of these limits, affiliate means any
entity over which a bank, directly or indirectly, has control, is controlled by, or is under common
control with, or any entity over which a bank has, directly or indirectly, significant influence
with respect to such entitys corporate decisions. Related individuals means a banks directors,
senior management, syndics and such persons direct relatives.
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The Argentine Central Bank limits the amount of total financial exposure that a bank can have
outstanding to its related parties, depending on the rating granted to each bank by the Financial
Superintendency. Banks rated 4 or 5 are forbidden to extend financial assistance to their related
parties, except for related persons who are individuals, in which case a banks total financial
assistance cannot exceed Ps.50,000, and must have been granted exclusively for personal or family
purposes. For banks ranked between 1 and 3, the financial assistance to their related parties
cannot exceed, together with any equity participation held by the bank in its affiliates, 5.0% of
such banks RPC. However, a bank may increase its total financial exposure to such related parties
up to an amount equal to 10.0% of such banks RPC: (i) if the affiliate provides complementary
services, (ii) in the case of temporary acquisition of shares in companies to facilitate their
development in order to sell such shares afterwards, (iii) if the affiliate is a local financial
institution rated other than 1 or 2 by the Argentine Central Bank, or (iv) if the additional
financial assistance is secured with certain liquid assets, including public or private debt
securities.
If the affiliate is a financial institution rated 1, the amount of total financial exposure
can reach 100.0% of a banks RPC. If the receiving affiliate financial institution is rated 2, the
amount of total financial exposure can reach 10.0% and an additional 90.0% should the term for the
loans and other credit facilities not exceed 180 days.
In addition, the aggregate amount of a banks total financial exposure assistance to its
related parties may not exceed 20.0% of such banks RPC.
Failure to observe these requirements may result in an increase of the minimum capital
requirements for credit risk in an amount equal to 100.0% of the daily excess amounts over the
limits established, beginning on the month when the excess amounts appear and continuing for as
long as the excess amounts remain.
Notwithstanding the limitations described above, a banks aggregate amount of non-exempt total
financial exposure (including equity participations) independently of whether customers qualify as
such banks related parties or not, in the case in which such exposure exceeds 10.0% of such banks
RPC, may not exceed three times the banks RPC excluding total financial exposure to domestic
financial institutions, or five times the banks RPC, including such exposure.
The Bank has historically complied with such rules.
Loan Classification System and Loan Loss Provisions
For a description of the Argentine Central Banks loan classification system and the Argentine
Central Banks minimum loan provision requirements, see Selected Statistical Information
Argentine Central Banks Loan Classification and Loan Loss Provisions.
Valuation of Public Sector Assets
For a description of the rules governing the valuation of public sector assets, see
Selected Statistical Information Government and Corporate Securities.
Financial Assistance from the Argentine Central Bank
Financial Assistance Granted for Liquidity Support Granted After March 10, 2003
Communiqué A 3901, issued on March 19, 2003, established an automatic mechanism to regulate
the provision by the Argentine Central Bank of assistance for liquidity support to financial
institutions. This mechanism does not apply to the financial assistance granted for such reasons
during the 2001-2002 crisis.
Financial Assistance for Liquidity Support Granted Before April 1, 2003
Through Decree No.739/03, dated April 1, 2003, the Government established a voluntary
procedure for the restructuring of the financial assistance granted by the Argentine Central Bank
to financial institutions during the 2001-2002 crisis. The basic purpose was to harmonize the cash
flows of those financial institutions that were
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simultaneously debtors (for having received
financial assistance from the Argentine Central Bank) and creditors (for their holdings of debt
instruments) of the public sector.
The above mentioned Decree, together with Decree No.1,262/03, established that balances due
had to be amortized in pesos, with the proceeds of the assets provided as collateral for the
financial assistance received, but without exceeding 70 or 120 monthly installments, depending on
the type of assets granted as collateral, and Argentine Central Bank Communiqué A 3941
established a minimum cumulative amortization schedule and monthly repayment for such assistance.
Voluntary prepayment in advance was made available. Decree No.739/03 also established that the
restructured financial assistance had to be secured by Secured Loans or, in the absence of the
latter, by promissory notes or Bogar Bonds, or bonds issued under Decrees No. 905/02, 1836/02 and
739/03, or other bonds.
On February 3, 2004, the Argentine Central Bank informed us that it had approved the debts
amortization schedule submitted by us. This schedule established repayment in 92 monthly
installments starting in March 2004 and ending in October 2011.
In 2006 and in the first months of 2007, we made significant payments in advance on this debt
and on March 2, 2007, settled the total outstanding balance of the financial assistance from the
Argentine Central Bank incurred as a consequence of the 2001-2002 crisis. For more information, see
Item 5A. Operating Results Funding.
Foreign Currency Position
Through Communiqué A 4350, dated May 12, 2005, the Argentine Central Bank suspended,
effective May 1, 2005, the limit on the positive Global Foreign Currency Net Position (defined as
assets and liabilities from financial brokerage and securities denominated in foreign currencies)
established at the lowest of 30.0% of a banks RPC or a banks liquid shareholder equity as of the
end of the previous month. Although, at that moment the Argentine Central Bank kept the limit on
the negative foreign currency net position at 30% of a banks RPC, through Communiqué A 4577,
issued on September 28, 2006, and effective January 1, 2007, it established that this position
should not exceed 15% of the RPC of the preceding month. Subsequently, through Communiqué A 4598,
dated November 17, 2006, the Argentine Central Bank allowed, in certain cases, the limit to
increase by 15 percentage points. Communiqué A 4577 also clarified that participation
certificates or debt securities issued by financial trusts and credit rights on ordinary trusts, in
the corresponding proportion, should be computed when the trusts underlying assets are foreign
currency denominated.
Deposit Insurance System
In 1995, Law No. 24,485 and Decree No. 540/95, as amended by Decree
No. 1292/96 and Decree No. 1127/98, created a deposit insurance system for
bank deposits and delegated to the Argentine Central Bank the organization and start-up of the
deposit insurance system. The deposit insurance system was
implemented through the creation of a fund named Fondo de Garantía de los Depósitos (FGD)
which is administered by Seguros de Depósitos S.A. (Sedesa). The shareholders of Sedesa are the
Government through the Argentine Central Bank, which holds at least one share, and a trust
constituted by the financial institutions authorized as such by the Argentine Central Bank which
participate in the fund. The Argentine Central Bank establishes the extent of participation by each
institution proportionally to the resources contributed by each such institution to the FGD
(Communiqué A 2337). Banks contribution to the FGD is monthly and mandatory and it currently
amounts to 0.015% of the daily average of a financial institutions deposits (both pesos and
foreign currency denominated).
The deposit insurance system covers all peso and foreign currency deposits held in demand
deposit accounts, savings accounts and time deposits for an amount up to Ps.30,000. Deposits made
after July 1, 1995, with an interest rate 200 basis points above the interest rate quoted by Banco
Nación for deposits with equivalent maturities are not covered by this system. This guarantee shall
be made effective within 30 days from the revocation of the license of a financial institution,
subject to the outcome of the exercise by depositors of their priority rights described under
Priority Rights of Depositors below. The Argentine Central Bank may modify, at any time, and with
general scope, the amount of the mandatory deposit guarantee insurance.
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Decree No. 1292/96, enhanced Sedesas functions to allow it to provide equity
capital or make loans to Argentine financial entities experiencing difficulties and to institutions
which buy such Argentine financial entities or buy the deposits of such Argentine financial
entities. As a result of such decree, Sedesa has the flexibility to intervene in the restructuring
of a financial institution experiencing difficulties prior to bankruptcy.
Priority Rights of Depositors
According to section 49 e) of the Financial Institutions Law, as amended by Law No.
25,780 dated September 8, 2003, in case of judicial liquidation or bankruptcy of a financial
entity, the holders of deposits in pesos and foreign currency benefit from a general priority right
to obtain repayment of their deposits up to the amount set forth below, with priority rank over all
other creditors, with the exception of the following: (i) credits secured by a mortgage or pledge,
(ii) rediscounts and overdrafts granted to financial entities by the Argentine Central Bank,
according to section 17 subsections b), c) and f) of the Argentine Central Bank Charter, (iii)
credits granted by the Banking Liquidity Fund created by Decree No. 32 of December 26,
2001, secured by a mortgage and pledge and (iv) certain labor credits, including accrued interests
until its total cancellation. Pursuant to section 16 of Law No. 25,780 during the term
of emergency set forth under the Public Emergency Law the Argentine Central Bank can grant
rediscounts and overdrafts to financial institutions with liquidity and solvency problems,
including those institutions under a restructuring process as contemplated in section 35 bis of the
Financial Institutions Law.
The holders of the following deposits are entitled to the general preferential right
established by the Financial Institutions Law (following this order of preference),
|
- |
|
deposits of individuals or entities up to Ps.50,000 or the equivalent thereof in
foreign currency, enjoying this preference only one person per deposit. For the
determination of this preference, all deposits of the same person registered by the entity
shall be computed; |
|
|
- |
|
deposits in excess of Ps.50,000 or the equivalent thereof in foreign currency, referred
to above; |
|
|
- |
|
liabilities originated on commercial credit lines granted to the financial entity,
which are directly in connection with international trade. |
According to the Financial Institutions Law, the preferences set forth in previous paragraphs
(i) and (ii) above, are not applicable to deposits held by persons who are affiliates of the
financial entity, either directly or indirectly as determined by the Argentine Central Bank.
In addition, under section 53 of the Financial Institutions Law, the Argentine Central Bank
has an absolute priority over all other creditors of the entity except as provided by the Financial
Institutions Law.
Financial Institutions with Economic Difficulties
The Financial Institutions Law establishes that financial institutions, including commercial
banks such as the Bank, which evidence a cash reserve deficiency, have not abided by certain
technical standards, have not maintained minimum net worth standards, or which solvency or
liquidity is deemed to be impaired by the Argentine Central Bank must submit a restructuring plan
to the Argentine Central Bank. Such restructuring plan must be presented to the Argentine Central
Bank on the date specified by the Argentine Central Bank, which should not be later than 30
calendar days from the date on which the request is made by the Argentine Central Bank. In order to
facilitate the implementation of a restructuring plan, the Argentine Central Bank is authorized to
provide a temporary exemption from compliance with technical regulations and/or the payment of
charges and fines which arise from such non-compliance.
The Argentine Central Bank may also, in relation to a restructuring plan presented by a
financial institution, require such financial institution to provide guarantees or limit the
distribution of profits, and appoint a supervisor, to oversee such financial institutions
management, with the power to veto decisions taken by the financial institutions corporate
authorities.
In addition, the Argentine Central Banks charter authorizes the Financial Superintendency,
subject only to the prior approval of the president of the Argentine Central Bank, to suspend for
up to 30 days, in whole or in part, the operations of a financial institution if its liquidity or
solvency have been adversely affected. Notice of this
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decision must be given to the board of
directors of the Argentine Central Bank. In case at the end of such suspension period the Financial
Superintendency considers it is necessary to renew it, it can only be authorized by the board of
directors of the Argentine Central Bank, for an additional period not to exceed 90 days. During the
suspension period: (i) there is an automatic stay of claims, enforcement actions and precautionary
measures; (ii) any commitment increasing the financial institutions liabilities is void, and (iii)
acceleration of indebtedness and interest accrual is suspended.
If, in the judgment of the Argentine Central Bank, a financial institution is in a situation
which, under the Financial Institutions Law, would authorize the Argentine Central Bank to revoke
the financial institutions license to operate as such, the Argentine Central Bank may, prior to
considering such revocation, order a variety of measures, including (1) taking steps to reduce,
increase or sell the financial institutions capital; (2) revoking the approval granted to the
shareholders of the financial institution to own an interest therein, giving a term for the
transfer of such shares; (3) exclusion and transfer of assets and liabilities; (4) constituting
trusts with part or all the financial institutions assets (5) granting of temporary exemptions to
comply with technical regulations and/or pay charges and fines arising from such defective
compliance; or (6) appointing a bankruptcy trustee and removing statutory authorities.
Furthermore, any actions authorized, commissioned or decided by the Argentine Central Bank
under section 35 bis of the Financial Institutions Law, involving the transfer of assets and
liabilities, or complementing it, or necessary to execute the restructuring of a financial
institution, as well as those related to the reduction, increase and sale of equity, are not
subject to any court authorization and cannot be deemed inefficient in respect of the creditors of
the financial institution which was the owner of the excluded assets, even though its insolvency
preceded any of such actions.
Dissolution and Liquidation of Financial Institutions
The Argentine Central Bank must be notified of any decision to dissolve a financial
institution pursuant to the Financial Institutions Law. The Argentine Central Bank, in turn, must
then notify a court of competent jurisdiction which will determine who will liquidate the entity
(the corporate authorities or an appointed, independent liquidator). This determination is based on
whether or not sufficient assurances exist regarding the ability of such corporate authorities to
carry out the liquidation properly.
Pursuant to the Financial Institutions Law, the Argentine Central Bank no longer acts as
liquidator of financial institutions. However, when a Restructuring Plan has failed or is not
considered viable, local and regulatory violations exist, or substantial changes have occurred in
the financial institutions condition since the original authorization was granted, the Argentine
Central Bank may decide to revoke the license of the financial institution to operate as such. In this case, the law allows judicial or
extrajudicial liquidation as in the case of voluntary liquidation described in the preceding
paragraph.
Bankruptcy of a financial institution cannot be adjudicated until the license is revoked by
the Argentine Central Bank. No creditor, with the exception of the Argentine Central Bank, may
request the bankruptcy of the former financial institution before 60 days have elapsed since the
revocation of its license.
Item 4A. Unresolved Staff Comments
None.
Item 5. Operating and Financial Review and Prospects
Item 5A. Operating Results
The following discussion and analysis is intended to help understand and assess the
significant changes and trends in our historical results of operations and the factors affecting
our resources. You should read this section in
-88-
conjunction with our audited consolidated financial
statements and their related notes included elsewhere in this annual report.
Overview
During the 2001-2002 crisis, Argentina underwent a period of great political, economic and
social instability. The crisis led to a significant decline in economic activity, a banking crisis
that followed massive runs on the financial systems deposits, the default on part of Argentinas
sovereign foreign debt, the devaluation of the Argentine peso in January 2002 and to high
inflation. Mostly in the first months of 2002, the Government took a number of far-reaching
initiatives that radically changed the monetary and foreign exchange regime of the country and the
regulatory environment for doing business in Argentina for all sectors of activity, including the
financial sector. The negative impact of the crisis and these measures on the Argentine economy and
on us was significant. See Item 4. Information on the Company Government Regulation Main
Regulatory Changes since 2002.
After an initial streamlining of our operations, we restored our liquidity, restructured
substantially all of our commercial loan portfolio, restructured our liabilities with the Argentine
Central Bank incurred as a consequence of the crisis, completing this process in early 2004, and
restructured the foreign debt of our subsidiaries for an aggregate amount of approximately US$
3,000 million, completing this process in May 2004. In the process of restructuring our foreign
debt, we generated capital for approximately US$ 322 million. The restructured foreign debt began
to amortize and, in the case of Galicia Uruguay, the scheduled payments and the exchanges for Boden
2012 Bonds and cash reduced the restructured debt, which originally matured mostly in 2011, to
approximately 10% of its original amount as of December 31, 2006. As of that date, the total
restructured debt was approximately 50% of its original amount.
Mainly in 2006 and in the first months of 2007, we made significant payments in advance on the
financial assistance from the Argentine Central Bank received as a consequence of the crisis, to a
large extent using the proceeds of the sale of public-sector assets granted as collateral for such
financial assistance. This debt, which originally matured in 2011, was settled in advance on March
2, 2007. As of December 31, 2005, this debt amounted to Ps.5,314.9 million and as of December 31,
2006, it amounted to Ps.2,688.7 million.
We received the Boden 2012 Bonds corresponding to the Compensatory Bond in 2005 and, on
December 1, 2006, we acquired 90.8% of the Hedge Bond (Boden 2012 Bonds for US$ 1,155.0 million of
face value) with the proceeds of the execution of the same proportion of the advance from the
Argentine Central Bank for the acquisition of such bond. This liability was simultaneously settled with
public-sector assets granted as collateral for such liability and cash.
Substantially as a result of all the above, we reduced our exposure to the public sector from
Ps.16,414.5 million to Ps.8,898.0 million between December 31, 2005 and December 31, 2006,
representing a reduction of more than Ps.7,500 million.
In addition, during the first quarter of 2007, we further reduced our exposure to the public
sector in additional approximately Ps.895 million, mainly as a result of the sale of holdings of
Bogar Bonds and of the use of the proceeds of Boden 2012 Bonds in the repurchase of restructured
foreign debt instrumented as loans. Moreover, after the close of the first quarter, we further
reduced such exposure, through the sale of Secured Loans for approximately Ps.1,094 million, and
also acquired the Boden 2012 Bonds corresponding to the remaining Hedge Bond (US$ 116.8 million of
face value) through a swap for Secured Loans (Ps.115.9 million of face value).
Although the acquisition of the Hedge Bond implied significant losses from the valuation of
public-sector assets (recorded at the end of fiscal year 2006 and in the first quarter of 2007; for
more information see below Results of Operations for the Fiscal Years Ended December 31, 2006,
December 31, 2005 and December 31, 2004 and Item 8. Financial Information Significant
Changes), the process of compensating us for the effects of the asymmetric pesification measures
of 2002 has finalized, and we have repaid all of the expensive liabilities with the Argentine
Central Bank, which we incurred as a consequence of the 2001-2002 crisis. To date, we have settled
all of such debt with the Argentine Central Bank, having reduced such debt in Ps.8,612 million
between December 31, 2005 and March 31, 2007. Also as a result of the aforementioned actions, since
December 31, 2005, we have reduced our exposure to the public sector in approximately Ps.9,500
million. These actions have not only
-89-
strengthened our balance sheet, but have also increased our
ability to generate new business, due to the possibility to gradually apply a very significant
amount of resources tied in public-sector assets to the business, namely assets that were released
from their status as collateral for debt with the Argentine Central Bank, in addition to the full
availability of the Boden 2012 Bonds corresponding to the Hedge Bond.
Within the framework of a growing economy, our operations expanded significantly since mid
2002. We were able to continuously increase our customer base and our services and financial
intermediation activities with the private sector. At the same time, our loans and deposits grew at
a rate higher than that of the financial system as a whole, strengthening our position as a leading
domestic private-sector financial institution. All of this resulted in an increase of our recurrent
operating income (net financial income before adjustments to the valuation of public-sector assets
in accordance with Argentine Central Bank rules and the profits from the restructuring of our
foreign debt in 2004, plus net income from services), in the three years ended December 31, 2006.
See Results of Operations for the Fiscal Years Ended December 31, 2006, December 31, 2005
and December 31, 2004. In addition, also contributing to our operating profitability, our asset
quality recorded a significant improvement after the 2001-2002 crisis. The ratio of non-accrual
loans to total private-sector loans decreased from 31.16% at the end of fiscal year 2003 to 3.49%
at the end of fiscal year 2006.
Our total deposits began to grow in the second half of 2002, having increased 93.0% between
December 31, 2006 and December 31, 2003, with the increase being attributable to the raising of
private-sector deposits. The Banks market share of the financial systems private-sector deposits,
considering only private-sector deposits raised by the Banks Argentine operations, increased to
8.43%% at the end of fiscal year 2006 from 5.62% at the end of fiscal year 2003. Loan origination
began to increase gradually in 2003, and the Banks unconsolidated loans in Argentina to the
private sector increased 142.2% between December 31, 2006 and December 31, 2003, while the regional
credit card companies increased their loan portfolio by 159.9% during the same period.
The significant increase in our activity levels in the last four years has had a positive
impact on our financial income and on our net income from services, before the losses from the
valuation of public sector assets. However, our net financial income was significantly affected by
such losses and, in 2005 and to a larger extent in 2006, was also affected by the negative effects
of the postponement in the delivery of the Hedge Bond to us. This meant that we had to carry an increasing non-accrual dollar-denominated
asset (equal to the past due coupons of the corresponding Boden 2012 Bonds, one in 2005, two in
2006) which principal was valued at the period-end peso/US dollar exchange rate (which experienced
very low change), while the liability (equal to the corresponding installments of the advance from
the Argentine Central Bank to finance the acquisition of such Boden Bonds), on which interest
accrual was also suspended, had its principal adjusted by the CER (which experienced a greater
increase than the exchange rate). Our net financial income was also reduced by the losses on our
matched foreign currency position, as a result of the lower yield of our main foreign-currency
asset (the Boden 2012 Bonds) relative to our foreign currency debt cost.
In
turn, the current risk profile of the loan portfolio reduced the need to establish loan loss
allowances, and the improvement in the quality of the loan portfolio allowed for reversal of
provisions and strong loan recoveries, which have been reducing their impact on our bottom line
which represents a normalization of operating conditions relative to the post-crisis situation.
The strong expansion of the volume of business led to a geographical expansion and such
expansion and the increased number of transactions demanded greater staff and a greater use of
resources in general, as well as considerable expenses on advertising and publicity, a strategic
item given the high competitiveness of the market. The administrative expenses of the last couple
of fiscal years also reflect an inflationary context and the adjustment of real salaries that has
taken place, especially in the last two years.
Excluding non-recurring gains, our miscellaneous net income was favored by the reversal of
loan loss provisions and the loan recoveries. However in 2004 and 2005, we have experienced
significant losses from the amortization of amparo claims, which were deferred in 2006.
In summary, in the last years, our results of operations were strongly influenced by the
negative effect on our net financial income of having carried on our balance sheet certain
public-sector assets resulting from the 2001-2002 crisis, together with their valuation in
accordance with Argentine Central Bank regulations. In addition since
-90-
2005, our results of
operations have been impacted by the cost of the postponement of the delivery to us of the
compensation for the asymmetric pesification until the end of the fiscal year.
Currency Composition of Our Balance Sheet
The following table sets forth our assets and liabilities denominated in foreign currency, in
pesos and adjustable by the CER, at the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
(In millions of pesos) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
In pesos, unadjusted |
|
|
12,529.2 |
|
|
|
7,977.3 |
|
|
|
5,666.0 |
|
In pesos, adjusted by the CER |
|
|
4,271.5 |
|
|
|
10,671.5 |
|
|
|
10,198.4 |
|
In foreign currency (1) |
|
|
6,833.5 |
|
|
|
6,807.4 |
|
|
|
7,786.2 |
|
|
|
|
Total Assets |
|
|
23,634.2 |
|
|
|
25,456.2 |
|
|
|
23,650.6 |
|
|
Liabilities and Shareholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
In pesos, unadjusted, including shareholders equity |
|
|
13,115.2 |
|
|
|
9,350.0 |
|
|
|
7,871.1 |
|
In pesos, adjusted by the CER |
|
|
3,826.2 |
|
|
|
9,909.4 |
|
|
|
9,236.0 |
|
In foreign currency (1) |
|
|
6,692.8 |
|
|
|
6,196.8 |
|
|
|
6,543.5 |
|
|
|
|
Total Liabilities and Shareholders Equity |
|
|
23,634.2 |
|
|
|
25,456.2 |
|
|
|
23,650.6 |
|
|
|
|
|
(1) |
|
If adjusted to reflect forward sales and purchases of foreign exchange made by
the Bank and recorded off-balance sheet, assets amounted to Ps.7,308.8 million and
liabilities Ps.6,841.7 million. |
Funding of our long position in CER-adjusted assets through peso-denominated liabilities
bearing a market interest rate (and no principal adjustment linked to inflation) exposes us to
differential fluctuations in the inflation rate and in market interest rates, with a significant increase in market
interest rates vis-à-vis the inflation rate (which is reflected in the CER variation) having a
negative impact on our net financial income.
The Argentine Economy and Financial System in 2006
The Argentine economy continued to show signs of improvement during 2006, for the fourth
consecutive year. The Argentine GDP grew 8.5% in 2006, 9.2% in 2005 and 9.0% in 2004.
Domestic demand continued to be one of the main drivers of economic activity. Within domestic
demand, fixed gross investment, although having slowed down its growth towards the end of 2006, had
a good performance during the fiscal year, increasing 18.7% as compared to fiscal year 2005.
Likewise, private consumption also had a significant expansion of approximately 7.7% for the same
period, slowing down in comparison to fiscal year 2005. The good performance was once again
influenced by the improvement in real salaries, which increased 8.1% in comparison to the previous
year.
Exports of goods and services recorded a 7.4% increase during the year, below the 13.5%
increase recorded during fiscal year 2005. However, exports regained strength towards the fourth
quarter of the year. As for imports, although sizable increases continued (imports increased by
15.2% year over year for the same period), their rate of increase was also lower than in 2005.
In respect of aggregate supply, during the 2006, the goods producing sector was considerably
dynamic, increasing 8.8% year over year. In turn, the services sector increased 8.0% during the
same period. In the goods sector, the construction industry stood out, recording a 18.6% increase
year over year during 2006. In turn, industrial production, showed an excellent performance,
increasing 8.9% during 2006, even more than in the previous year ( an increase of 7.5%). Within the
services sector, the financial sector stood out again, with a growth of 22.0%, exceeding the growth
recorded the previous year.
-91-
The strong performance of the economy had a positive impact on the labor market, which has
been improving significantly since the previous year. The unemployment rate for the fourth quarter
of 2006 decreased to 8.7% of the economically active population from 10.1% in the same quarter of
2005.
The inflation rate in 2006 was slightly lower than in 2005 and the nominal exchange rate
remained relatively stable, in spite of important inflows of foreign currency from exports as well
as from portfolio investments, encouraged by a generally favorable international economic
environment.
The renewed strength of domestic demand in an environment of high capacity utilization was one
of the main factors behind inflation in 2006. Measured by the Consumer Price Index, or CPI,
inflation in 2006 was 9.8%, less than the 12.3% rate of the previous fiscal year. This decrease was
partially attributable to the measures taken by the Government in order to restrain the increase in
prices, which mainly consisted of encouraging specific sectors to limit price increases, mainly
sectors with high weightings in the index, such as the foodstuffs and beverage sectors. In turn,
the Internal Wholesale Price Index, or WPI, recorded an increase of 7.1% in 2006.
The reference exchange rate of the Argentine Central Bank varied from Ps.3.032 per US dollar
to Ps.3.070, between December 31, 2005 and December 31, 2006, while the average exchange rate
varied from Ps.2.923 in 2005 to Ps.3.074 in 2006.
The economic situation was also supported by the sound surpluses recorded both in the fiscal
balance and the current account of the balance of payments. This translated into a significant
decrease in the EMBI+ index for Argentina, which measures the difference between the yields of the
countrys securities and those of the United States. This index closed the year at 216 basis
points, thus decreasing 283 basis points from December 2005. In 2006, the Merval stock market index
increased 35.5%.
On the fiscal front, as in the previous years, tax revenues continued to increase, mainly as a
result of the strength of economic activity, the increase in prices and the significant
contribution of taxes related to the labor market and to foreign trade. During 2006, primary
spending increased by 26.7%, surpassing the increase of 25.4% in total revenues. The Government
achieved a primary surplus of Ps.23,158 million, equivalent to 3.5% of GDP. After interest payments
for Ps.11,542 million, the overall fiscal result was a surplus of Ps.11,616 million.
The current account of the balance of payments recorded a surplus again, as a result of the
still high trade-balance surplus and the low amounts of interest payments that followed the
restructuring of the Argentine foreign debt. The current account to GDP ratio was 3.8% for 2006,
compared to 3.1% in 2005. The trade balance, based on Argentine foreign trade official data from
INDEC, reported a surplus of US$ 12,409 million during 2006, compared to US$ 11,663 million in the
previous year.
Maintaining the trend observed in 2005, the financial system evolved favorably during 2006,
especially in respect of financial intermediation with the private sector. In deed, there was a
strong increase in loans to the private sector and private sector deposits continued to expand.
At the end of 2006, total deposits in the financial system exceeded those of the previous
year-end by 25.4%, reaching Ps.169,284 million. Deposits of the non-financial private sector
increased 22.3% in 2006, reaching Ps.121,529 million and representing 18.6% of the GDP at December
31, 2006. Public-sector deposits amounted to Ps.45,317 million (an increase of 32.1%), while
deposits of the financial sector and residents abroad totaled Ps.2,436 million (an increase of
92.5%).
With respect to private-sector deposits, time deposits recorded the highest growth rate. This
trend can be explained, basically, by the increase of nominal interest rates within a context in
which the Argentine Central Bank is implementing a policy of monetary sterilization and, at the
same time, credit origination is expanding at a high rate. However, borrowing rates continued to be
negative in real terms. Time deposits amounted to Ps.55,110 million, growing by 27.4% in 2006.
Transactional deposits (current accounts and savings accounts) amounted to Ps.58,693 million,
growing to a lesser extent (19.4%).
-92-
Total loans of the financial system to the private sector increased by 40.1% from the level at
the end of 2005, reaching Ps.75,091 million. While these loans continued to account for a low
percentage of the GDP in comparison with similar economies or previous periods ratios in
Argentina, the ratio between loans to the private sector and the GDP was 11.5% at fiscal year end
2006, exceeding the 10.1% ratio recorded at the end of 2005, but still far from the 23.3% level
reached in 1999.
The types of loans with the highest expansion rates were loans to consumers, consisting of
loans granted through credit cards and personal loans, which amounted to Ps.7,797 million and
Ps.13,067 million, respectively, as of the end of 2006. Consumer loans rose by 60.2% during 2006,
thus reaching Ps.20,864 million, with the 77.0% growth experienced by personal loans being
particularly remarkable. Commercial loans, mainly short-term, i.e. advances on current accounts and
promissory notes, increased to Ps.9,275 million and Ps.13,096 million, respectively. The aggregate
increase amounted to 38.0%, with both components growing at a similar rate. Credits collateralized
with real goods had a satisfactory performance, especially pledge loans, which rose by 61.0%,
attaining a year-end balance of Ps.3,823 million, while mortgage loans increased by 15.6%.
Interest rates continued to show an increasing trend as in 2005. The cut-off rates of the
primary market of peso-denominated one-year Lebac (Argentine Central Banks bills) increased from
8.9% as of December 31, 2005, to 11.15% as of December 31, 2006. The rate paid by the Argentine
Central Bank in seven-day repo transactions with financial institutions increased from 5% as of the
end of fiscal year 2005 to 5.75% at the end of the third quarter of 2006, to 6.25% at the end of
2006, while the corresponding rates for reverse repo transactions increased from 6.0% to 8.25%
during the year. The upward trend in reference rates had an impact on the yields of other financial
instruments. For example, the rate of peso-denominated 30-day time deposits, which averaged 6.7%
during 2006, increased from an average of 5.2% in December 2005 to an average of 6.9% in September
2006, to 7.4% for December 2006.
Inflation
The following table shows the rate of inflation, as measured by the WPI and the CPI, and the
evolution of the CER and CVS indexes used to adjust the principal of certain of our assets and
liabilities, for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the 12-month period ended December 31, |
|
(in percentages) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Inflation (1) |
Wholesale Price Index |
|
|
7.14 |
% |
|
|
10.67 |
% |
|
|
7.87 |
% |
Consumer Price Index |
|
|
9.84 |
% |
|
|
12.33 |
% |
|
|
6.10 |
% |
Adjustment Indexes |
CER |
|
|
10.04 |
% |
|
|
11.75 |
% |
|
|
5.48 |
% |
CVS (through March 31, 2004) |
|
|
|
|
|
|
|
|
|
|
5.32 |
% |
|
In the first five months of 2007, the WPI increased 5.08% and the CPI increased 3.42%.
Over the same period, the CER increased 3.98%.
Results of Operations for the Fiscal Years Ended December 31, 2006, December 31, 2005 and December
31, 2004
We discuss below our results of operations for our fiscal year ended December 31, 2006, as
compared with our results of operations for the fiscal year ended December 31, 2005. We also
discuss our results of operations for our fiscal year ended December 31, 2005 as compared with our
results of operations for our fiscal year ended December 31, 2004.
-93-
Net Income/Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended |
|
|
Change |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2006/2005 |
|
|
2005/2004 |
|
|
|
(in millions of pesos, except percentages) |
|
Consolidated Income Statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial income |
|
Ps |
.2,249.8 |
|
|
Ps |
.2,398.6 |
|
|
Ps |
.1,391.6 |
|
|
Ps |
.(148.8 |
) |
|
Ps |
.1,007.0 |
|
Financial expenses |
|
|
1,871.6 |
|
|
|
1,845.9 |
|
|
|
1,167.4 |
|
|
|
25.7 |
|
|
|
678.5 |
|
Net financial income |
|
|
378.2 |
|
|
|
552.7 |
|
|
|
224.2 |
|
|
|
(174.5 |
) |
|
|
328.5 |
|
Provision for losses on loans and other receivables |
|
|
110.9 |
|
|
|
76.7 |
|
|
|
190.2 |
|
|
|
34.2 |
|
|
|
(113.5 |
) |
Net income from services |
|
|
672.0 |
|
|
|
523.7 |
|
|
|
436.3 |
|
|
|
148.3 |
|
|
|
87.4 |
|
Administrative expenses |
|
|
974.6 |
|
|
|
781.0 |
|
|
|
623.9 |
|
|
|
193.6 |
|
|
|
157.1 |
|
Minority interest |
|
|
(19.0 |
) |
|
|
(34.6 |
) |
|
|
(14.3 |
) |
|
|
15.6 |
|
|
|
(20.3 |
) |
Income / (loss) from equity investments |
|
|
(14.4 |
) |
|
|
6.7 |
|
|
|
3.0 |
|
|
|
(21.1 |
) |
|
|
3.7 |
|
Miscellaneous income / (loss), net |
|
|
144.0 |
|
|
|
(64.3 |
) |
|
|
98.8 |
|
|
|
208.3 |
|
|
|
(163.1 |
) |
Income tax |
|
|
(94.2 |
) |
|
|
(19.3 |
) |
|
|
(43.8 |
) |
|
|
(74.9 |
) |
|
|
24.5 |
|
|
|
|
Net income / (loss) |
|
Ps. |
(18.9 |
) |
|
Ps. |
107.2 |
|
|
Ps. |
(109.9 |
) |
|
Ps. |
(126.1 |
) |
|
Ps. |
217.1 |
|
|
Return on average assets (1) |
|
|
0.0004 |
% |
|
|
0.59 |
% |
|
|
(0.42 |
)% |
|
|
(0.6 |
)% |
|
|
1.0 |
% |
Return on average shareholders equity |
|
|
(1.15 |
) |
|
|
6.83 |
|
|
|
(7.32 |
) |
|
|
(8.0 |
) |
|
|
14.2 |
|
|
|
|
|
(1) |
|
For the calculation of the return on average assets, profits or losses corresponding to
minority interests are excluded from net income. |
During fiscal year 2006, we recorded a net loss of Ps.18.9 million compared with a net
income of Ps.107.2 million in the prior fiscal year and a Ps.109.9 million net loss in fiscal year
2004.
The net loss per share was Ps.0.015 during fiscal year 2006, while, in the prior fiscal year,
we recorded a net profit per share of Ps.0.086. The return on average assets and the return on
average shareholders equity were 0.0004% and (1.15)%, respectively in 2006, whereas, in fiscal
year 2005, the return on average assets was a positive 0.59% return and the return on average
shareholders equity reached 6.83%.
Net income per share was Ps.0.086 during fiscal year 2005, while in the prior fiscal year we
recorded a net loss per share of Ps.0.093. Return on average assets in 2005 was 0.59% and return on
average shareholders equity was 6.83%, compared with a 0.42% negative return on average assets and
an 7.32% negative return on shareholders equity in the prior fiscal year.
Fiscal Year 2006 Compared to Fiscal Year 2005
During fiscal year 2006, we recorded a net loss of Ps.18.9 million compared with a net income
of Ps.107.2 million in the prior fiscal year. The decrease was attributable, mainly, to:
|
|
|
a 31.6% reduction in net financial income, from Ps.552.7 million to Ps.378.2 million.
Net financial income in 2006 included a Ps.198.4 million loss due to the valuation of
public-sector assets in accordance with Argentine Central Bank rules; |
|
|
|
|
a 24.8% increase in administrative expenses, from Ps.781.0 million to Ps.974.6 million; |
|
|
|
|
a 44.6% increase in loan loss provisions, from Ps.76.7 million to Ps.110.9 million; and |
|
|
|
|
a Ps.74.9 million increase in income tax charges. |
These factors were partially offset by:
|
|
|
a Ps.208.3 million increase in net miscellaneous income, from Ps.(64.3) million to
Ps.144.0 million, and |
|
|
|
|
a 28.3% increase in net income from services, to Ps.672.0 million from Ps.523.7
million. |
-94-
Fiscal Year 2005 Compared to Fiscal Year 2004
During fiscal year 2005, we recorded Ps.107.2 million of net income, compared with a net loss
of Ps.109.9 million in the prior fiscal year. This significant improvement was attributed mainly
to:
|
|
|
a 72.4% increase in financial income, from Ps.1,391.6 million to Ps.2,398.6 million; |
|
|
|
|
a 59.7% reduction in loan loss provisions, from Ps.190.2 million to Ps.76.7 million; |
|
|
|
|
a 20.0% increase in net income from services, to Ps.523.7 million from Ps.436.3 million; and |
|
|
|
|
income tax charges for Ps.19.3 million, 55.9% less than the Ps.43.8 million
corresponding to the prior fiscal year. |
|
|
|
|
These factors were partially offset by: |
|
|
|
|
a 58.1% increase in financial expenses, from Ps.1,167.4 million to Ps.1,845.9 million; |
|
|
|
|
a reduction in net miscellaneous income, from Ps.98.8 million to Ps.(64.3) million; and |
|
|
|
|
a 25.2% increase in administrative expenses, from Ps.623.9 million to Ps.781.0 million. |
Financial Income
Our financial income was composed of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended |
|
|
December 31, |
|
|
2006 |
|
2005 |
|
2004 |
|
|
(in millions of pesos) |
Income on loans and other receivables resulting
from financial brokerage and premiums earned on
reverse repos |
|
Ps. |
1,149.1 |
|
|
Ps. |
899.8 |
|
|
Ps. |
746.3 |
|
Income from government and corporate securities, net |
|
|
261.2 |
|
|
|
333.1 |
|
|
|
|
|
CER adjustment |
|
|
730.1 |
|
|
|
1,091.8 |
|
|
|
559.7 |
|
Other (1) |
|
|
109.4 |
|
|
|
73.9 |
|
|
|
85.6 |
|
|
|
|
Total |
|
Ps. |
2,249.8 |
|
|
Ps. |
2,398.6 |
|
|
Ps. |
1,391.6 |
|
|
|
|
|
(1) |
|
Reflects income from financial leases, net, and differences in the quotation of gold and
foreign currency as well as premiums on forward sales of foreign exchange. Also includes CVS
adjustment in the amount of Ps.28.9 million for fiscal year 2004. |
The following table shows our yields on interest-earning assets and cost of funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
2006 |
|
2005 |
|
2004 |
|
|
Average |
|
|
|
|
|
Average |
|
|
|
|
|
Average |
|
|
|
|
Balance |
|
Rate |
|
Balance |
|
Rate |
|
Balance |
|
Rate |
|
|
(in millions of pesos, except rates) |
Interest-Earning Assets |
|
Ps. |
21,752.6 |
|
|
|
8.84 |
% |
|
Ps. |
21,844.2 |
|
|
|
10.60 |
% |
|
Ps. |
20,735.4 |
|
|
|
6.06 |
% |
|
|
|
Government Securities |
|
|
4,675.8 |
|
|
|
6.68 |
|
|
|
5,747.7 |
|
|
|
11.78 |
|
|
|
3,238.7 |
|
|
|
(0.29 |
) |
Loans |
|
|
10,851.0 |
|
|
|
12.21 |
|
|
|
9,746.9 |
|
|
|
14.00 |
|
|
|
11,137.9 |
|
|
|
9.87 |
|
Other (1) |
|
|
6,225.8 |
|
|
|
4.57 |
|
|
|
6,349.6 |
|
|
|
4.30 |
|
|
|
6,358.8 |
|
|
|
2.61 |
|
|
|
|
Interest-Bearing Liabilities |
|
Ps. |
18,894.0 |
|
|
|
8.79 |
% |
|
Ps. |
19,437.8 |
|
|
|
9.24 |
% |
|
Ps. |
18,294.0 |
|
|
|
5.71 |
% |
|
|
|
Current accounts |
|
|
658.8 |
|
|
|
3.19 |
|
|
|
615.0 |
|
|
|
2.49 |
|
|
|
434.0 |
|
|
|
1.11 |
|
Saving accounts |
|
|
1,789.3 |
|
|
|
0.25 |
|
|
|
1,388.0 |
|
|
|
0.34 |
|
|
|
1,034.5 |
|
|
|
0.41 |
|
Time deposits |
|
|
5,297.9 |
|
|
|
7.84 |
|
|
|
4,119.1 |
|
|
|
5.99 |
|
|
|
3,317.5 |
|
|
|
4.05 |
|
Argentine Central Bank (2) |
|
|
6,083.1 |
|
|
|
12.65 |
|
|
|
8,341.6 |
|
|
|
14.11 |
|
|
|
8,165.6 |
|
|
|
8.56 |
|
Debt securities |
|
|
3,432.4 |
|
|
|
8.59 |
|
|
|
3,528.6 |
|
|
|
6.63 |
|
|
|
3,190.6 |
|
|
|
0.87 |
|
Other interest-bearing liabilities |
|
|
1,632.5 |
|
|
|
9.48 |
|
|
|
1,445.5 |
|
|
|
8.16 |
|
|
|
2,151.8 |
|
|
|
8.14 |
|
|
-95-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
2006 |
|
2005 |
|
2004 |
|
|
Average |
|
|
|
|
|
Average |
|
|
|
|
|
Average |
|
|
|
|
Balance |
|
Rate |
|
Balance |
|
Rate |
|
Balance |
|
Rate |
|
|
(in millions of pesos, except rates) |
Spread and Net Yield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest spread, nominal basis (3) |
|
|
|
|
|
|
0.05 |
% |
|
|
|
|
|
|
1.36 |
% |
|
|
|
|
|
|
0.35 |
% |
Net yield on interest-earning assets (4) |
|
|
|
|
|
|
1.21 |
|
|
|
|
|
|
|
2.38 |
|
|
|
|
|
|
|
1.02 |
|
Financial margin (5) |
|
|
|
|
|
|
1.74 |
|
|
|
|
|
|
|
2.53 |
|
|
|
|
|
|
|
1.08 |
|
|
|
|
|
(1) |
|
Includes amounts corresponding to the Compensatory Bond and the Hedge Bond. |
|
(2) |
|
Includes the financial assistance from the Argentine Central Bank and the advance to be granted by the Argentine Central Bank for the subscription of the Hedge Bond. |
|
(3) |
|
Reflects the difference between the average nominal interest rate on interest-earning assets and the average nominal interest rate on interest-bearing liabilities. Interest rates
include the CER adjustment. |
|
(4) |
|
Net interest earned divided by average interest-earning assets. Interest rates include the CER adjustment. |
|
(5) |
|
Represents net financial income, divided by average interest-earning assets. |
Fiscal Year 2006 Compared to Fiscal Year 2005
Financial income amounted to Ps.2,249.8 million, showing a 6.2% decrease from the Ps.2,398.6
million recorded in fiscal year 2005. The decrease in financial income was the result, mainly, of a
lower average yield on interest-earning assets, since the total average volume remained at levels
similar to those of the previous fiscal year.
The average yield on interest-earning assets was 8.84% in 2006, with a 176 basis points
decrease, which can be explained by: i) a 510 basis points decrease in the average interest rate
payable on government securities and ii) a 179 basis points decrease in the average interest rate
payable on loans. The 27 basis points increase in the average rate on other interest-earning assets
slightly offset those effects. As regards average interest-earning assets, they decreased slightly
(0.4%) from Ps.21,844.2 million to Ps.21,752.6 million. This decrease was due to: i) an 18.6%
decrease in the average balance of the net position in government securities, from Ps.5,747.7
million in the prior fiscal year to Ps.4,675.8 million in 2006, and ii) a 1.9% decrease in the
average balance of other interest-earning assets, from Ps.6,349.6 million to Ps.6,225.8 million.
These decreases were partially offset by the 11.3% increase in the average total loan portfolio.
The average total loan portfolio amounted to Ps.10,851.0 million, 11.3% higher than the
Ps.9,746.9 million for fiscal year 2005. This increase was due to a Ps.1,574.4 million increase in
average loans to the private sector, partially offset by a Ps.470.3 million decrease in average
loans to the public sector. The decrease in average loans to the public sector was mainly due to
the sales of Secured Loans undertaken in 2006.
In respect of loans to the private sector, there was a significant increase in the volume of
such loans granted during 2006, which implied a 32.1% increase in the fiscal years average balance
when compared to that of the prior fiscal year. It is worth mentioning that this increase is net of
the portfolio transferred to financial trusts during the fiscal year and of the fiscal year write
offs.
The estimated market share of the Bank (on an individual basis and excluding the regional
credit-card companies loan portfolios) in the Argentine financial systems total loans to the
private sector was 7.21% as of December 31, 2006, whereas said market share was 7.33% as of
December 31, 2005. The transfer of loan portfolios to financial trusts has had an impact on these
figures. The following table shows our market shares:
-96-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended |
|
|
December 31, |
|
|
2006 |
|
2005 |
|
2004 |
|
|
(in percentages) |
Total Deposits |
|
|
6.18 |
% |
|
|
5.93 |
% |
|
|
5.18 |
% |
Private-Sector Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
8.43 |
|
|
|
7.96 |
|
|
|
7.07 |
|
Deposits in Current and Savings Accounts and Non-Restructured Time Deposits |
|
|
8.86 |
|
|
|
8.39 |
|
|
|
7.45 |
|
|
Total Loans |
|
|
8.13 |
|
|
|
9.80 |
|
|
|
9.16 |
|
Private-Sector Loans |
|
|
7.21 |
% |
|
|
7.33 |
% |
|
|
6.43 |
% |
|
|
|
|
(*) |
|
Banco de Galicia y Buenos Aires S.A., only, within the Argentine financial system. Based on daily information
on deposits and loans prepared by the Argentine Central Bank using-end of month balances. |
The average yield on total loans, including the CER adjustment, was 12.21% in 2006
compared to 14.00% in 2005. The private-sector loan portfolio accrued at a 12.79% average interest
rate and the public-sector loan portfolio accrued at a 11.36% average interest rate.
The yield on loans to the public sector, mostly Secured Loans, was affected mainly by: i) the
reduction in the CER adjustment, which decreased from 11.75% in 2005 to 10.08% in 2006, and ii) the
adjustment to the valuation of such loans, pursuant to Communiqué A 3911 and complementary rules,
which yielded a Ps.122.3 million loss in 2006. This resulted from the fact that the discount rate
set forth by the Argentine Central Bank to determine the present value of the public-sector
portfolio was higher in 2006 than the average yield on Secured Loans, a situation that did not
occur in 2005.
The average interest rate on peso-denominated loans to the private sector decreased by 93
basis points, from 15.58% in 2005 to 14.65% in 2006. This variation was mainly due to the decrease
in the average yield on CER-adjusted operations, as discussed in the previous paragraph, and also
due to the fact that the average yield on these operations in fiscal year 2005 included certain
non-recurring financial income related to the restructuring of certain loan portfolios. This effect
was partially offset, mainly, by the increase in the average interest rate accrued on
peso-denominated loans.
The average interest rate on foreign-currency denominated loans to the private sector
increased by 163 basis points, from 4.00% in 2005 to 5.63% in 2006, in line with the increase in
international rates since early 2005.
The average position in government securities was Ps.4,675.8 million in 2006, 18.6% lower than
the Ps.5,747.7 million in 2005. This variation was composed of a Ps.1,444.3 million decrease in
2006 (from Ps.4,945.8 million in 2005 to Ps.3,501.5 million in 2006) in the average balance of the
government securities position in pesos and a Ps.372.4 million increase in 2006 (from Ps.801.9
million in 2005 to Ps.1,174.3 million in 2006) in the average balance of the government securities
position in US dollars. The lower position in pesos was mainly due to: i) the settlement, on
December 1, 2006, of 90.8% of the advance for the acquisition of the Hedge Bond using Bogar Bonds
allocated as collateral for a face value of Ps.1,111.6 million, and ii) the sales of Bogar Bonds
undertaken in 2006. The higher position in US dollars mainly reflects the delivery to the Bank, on
December 1, 2006, of the Boden 2012 Bonds corresponding to the 90.8% of the Hedge Bond. Until
November 30, 2006, those bonds were recorded under the Other Receivables Resulting from Financial
Brokerage item, since they represented a right; once delivered, these bonds were recorded under
Government Securities.
The average yield on the government securities position declined by 510 basis points in 2006,
from 11.78% in 2005 to 6.68% in 2006. This variation was composed by a 615 basis points decrease in
2006 in the average interest rate on government securities in pesos and a 306 basis points increase
in the average interest rate on government securities in US dollars. The decrease in the average
interest rate on government securities in pesos was mainly due to: i) the lower yield on the Bogar
Bonds portfolio, since these bonds were adjusted by the CER, and ii) to the adjustment to their
valuation pursuant to Communiqué A 3911 and complementary rules, which yielded a Ps.76.1 million
loss in 2006; while, in the previous fiscal year, it had represented a Ps.92.3 million profit. On
the contrary, during 2005, Bogar Bonds delivered as collateral for the financial assistance of the
Argentine Central Bank were released as a result of the payments made on such liability and these
Bogar Bonds were allocated as collateral for the advance for the acquisition of the Hedge Bond. It
is worth mentioning that, according to Argentine Central Bank regulations, the assets applied as
collateral for this advance are excluded from the valuation at present value,
-97-
whereas those assets used as collateral for the financial assistance are included.
Consequently, in 2005, the release of Bogar Bonds and its allocation as collateral for the advance
resulted in a net profit from the valuation of public-sector assets of Ps.92.3 million.
The Ps. 76.1 million loss in fiscal year 2006 due to the adjustment to the valuation of the
Bogar Bonds portfolio was a consequence of the Ps.109.1 million loss related to the settlement of
the advance for the acquisition of 90.8% of the Hedge Bond on December 1, 2006, which was partially
offset in the first quarter by the profit generated by the release of Bogar Bonds granted as
collateral for the financial assistance of the Argentine Central Bank and its allocation as
collateral for this advance.
The increase of the average interest rate on government securities in US dollars in 2006 was
mainly due to the increase of the Libo rate, related to yield on the Boden 2012 Bonds.
The Other Interest-Earning Assets item was mainly comprised of the Compensatory and Hedge
Bonds to be received, as compensation for the asymmetric pesification, and recorded under Other
Receivables Resulting from Financial Brokerage. By the end of 2005, the Argentine Central Bank
delivered to the Bank the Boden 2012 Bonds corresponding to the Compensatory Bond and, on December
1, 2006, the Argentine Central Bank delivered to the Bank the Boden 2012 Bonds corresponding to
90.8% of the Hedge Bond. The delivery of these bonds implied that they became freely available to
the Bank and, thus, their recording under the Government Securities item, as mentioned above.
Since the delivery of said bonds took place by the end of 2006, it did not have a significant
impact on the average balance of the Other Interest-Earning Assets item for the fiscal year. The
average yield on the Other Interest-Earning Assets increased 27 basis points, mainly due to: i) a
66 basis points increase in the average yield on the other assets denominated in US dollars, mainly
due to the increase, during the fiscal year, in the average Libo rate related to the yield of the
Boden 2012 Bonds pending delivery and recorded under this item, and ii) a 144 basis points decrease
in the average yield on other assets denominated in pesos, mainly as a consequence of the lower
variation of the CER during 2006 (as discussed in previous paragraphs), which influenced mainly the
yield of the securities issued by the Galtrust I Financial Trust, the principal of which was
adjusted by such coefficient and which was recorded under this item, among others.
Financial income for fiscal year 2006 included a Ps.79.2 million profit due to the difference
between the market price and the book value of 2019 Notes that were sold and a Ps.33.8 million
profit due to the increase in the market value of the 2014 Notes acquired with the proceeds of such
sale.
Financial income for fiscal year 2006 also included a Ps.76.2 million profit from
foreign-exchange quotation differences, which included a Ps.60.5 million profit from
foreign-exchange brokerage activities.
Fiscal Year 2005 Compared to Fiscal Year 2004
Financial income amounted to Ps.2,398.6 million in 2005, showing a 72.4% increase compared to
the Ps.1,391.6 million recorded in fiscal year 2004.
The increase in financial income was the result of a higher average yield on interest-earning
assets in 2005 as well as of the higher average volume of these assets. The average yield on
interest-earning assets was 10.60% in 2005, with a 454 basis points increase from 6.06% in fiscal
year 2004, which can be explained by: i) a Ps.1,207 basis points increase in the average yield on
government securities, ii) a 413 basis points increase in average yield on loans, and iii) a 169
basis points increase in the yield on other interest-earning assets. Average interest-earning
assets increased by 5.3%, up from Ps.20.7 million in 2004 to Ps.21,844.2 million, mainly as a
consequence of a 77.5% increase in the net position in government securities and a 12.5% decrease
in the average total loan portfolio.
The average total loan portfolio amounted to Ps.9,746.9.8 million in 2005, 12.5% lower than
the Ps.11,137.9 million for fiscal year 2004. This decline was due to a Ps.2,176.9 million decrease
in average loans to the public sector, partially offset by a Ps.785.9 million increase in average
loans to the private sector. The decrease in average loans to the public sector in 2005 was mainly
due to the reclassification of the holdings of Bogar Bonds from Loans to Government Securities,
in the last quarter of 2004.
-98-
In respect of the private sector, there was a significant increase in the volume of loans
granted during 2005, which implied a 19.1% increase in the average balance for 2005 when compared
to that of the prior fiscal year. This increase is net of the portfolio transferred to financial
trusts and of the fiscal year 2005 write offs.
Based on the daily information published by the Argentine Central Bank, the Banks estimated
loan market share in the Argentine financial system (on an unconsolidated basis and excluding the
regional credit-card companies loan portfolio) was 9.71% as of December 31, 2005 and 9.16% as of
December 31, 2004. Also, if we take into consideration only the loans to the private sector, the
Banks market share reached 7.31% in 2005, with an increase of 0.88 percentage points from December
31, 2004.
The average yield on total loans, including the CER adjustment, was 14.00% in 2005 compared to
9.87% in 2004. In 2005, the private-sector loan portfolio accrued at a 13.24% average interest rate
and the public-sector loan portfolio accrued at a 14.77% average interest rate. The yield on
public-sector loans, mostly Secured Loans, increased in 2005 due to the increase in the CER
adjustment, which went from 5.48% in 2004 to 11.75% in 2005.
The average interest rate on peso-denominated private-sector loans increased by 31 basis
points, from 15.27% in 2004 to 15.58% in 2005. This variation was mainly due to the increase in the
average yield on CER-adjusted operations, since this index increased 5.48% in 2004 and 11.75% in
2005. This effect was partially offset, mainly, by the decrease in the average interest rate
accrued during 2005 on the peso-denominated portfolio of the regional credit-card companies, which
stemmed, mainly, from the trend of the reference interest rate to be applied to these transactions
published by the Argentine Central Bank.
The average position in government securities was Ps.5,747.7 million in 2005, 77.5% higher
than the Ps.3,238.7 million for 2004. This variation was composed of a Ps.3,719.1 million increase
(from Ps.1,226.7 million in 2004 to Ps.4,945.8 million in 2005) in the average balance of the
government securities position in pesos and a Ps.1,210.1 million decrease (from Ps.2,012.0 million
in 2004 to Ps.801.9 million in 2005) in the average balance of the government securities position
in US dollars. The higher position in pesos was mainly due to: i) the above-mentioned
reclassification of Bogar Bonds and ii) the option by the Bank, in January 2005, to receive
Discount Bonds in Pesos and GDP-Linked Units in exchange for External Notes, which were denominated
in US dollars, which implied a decrease in US dollar-denominated assets and the corresponding
increase in peso-denominated assets. The lower position in US dollars was mainly due to the above
and to a lower balance of Boden 2012 Bonds, essentially due to the use of US$ 196 million of face
value of these securities in the debt exchange offer carried out by Galicia Uruguay during May
2005.
The average yield of the government securities position increased by 1,207 basis points, from
a negative rate of 0.29% in 2004 to 11.78% in 2005. This variation was composed of a 696 basis
points increase in 2005 in the average interest rate on government securities in pesos and a 641
basis points increase in 2005 in the average interest rate on government securities in US dollars.
The increase in the average interest rate on peso-denominated government securities was mainly due
to: i) the Bogar Bonds valuation, since they were adjusted by the CER, which increased 5.48% during
2004 and 11.75% in 2005, and ii) to the adjustment to the valuation of peso-denominated securities
pursuant to Communiqué A 3911, as supplemented, which yielded a positive result for fiscal year
2005 of Ps.92.3 million, while in the previous fiscal year it had represented a Ps.87.3 million
loss. This was the result of the fact that, during 2005, Bogar Bonds delivered as collateral for
the financial assistance of the Argentine Central Bank were released (as a result of the payments
made and the replacement thereof by Secured Loans) and used as collateral for the advance for the
subscription of the Hedge Bond. The assets used as collateral for this advance were excluded from
the valuation at present value, pursuant to Communiqué A 3911, as supplemented. The application
of said regulations resulted in a Ps.92.3 million net profit from the valuation of public sector
assets.
Given the valuation rules established by the Argentine Central Bank, the exchange of External
Notes for Discount Bonds in Pesos did not have a significant effect on our income statement. For
more information, see Item 4. Information on the CompanySelected Statistical
InformationGovernment Securities.
The increase in the average yield on the government securities position in US dollars in 2005
was mainly due to: i) the adjustment to the valuation of the External Notes during fiscal year
2004, pursuant to the provisions of Communiqué A 4084 of the Argentine Central Bank and
supplementary regulations, which entailed a Ps.106 million loss during 2004, and ii) the increase
of the Libo rate, related to the Boden 2012 Bonds yield, during 2005.
-99-
The Other Interest-Earning Assets item was mainly comprised of the Compensatory Bond and
Hedge Bond to be received, as compensation for the asymmetric pesification, and recorded under
Other Receivables Resulting from Financial Brokerage.
The average yield on the item Other Interest-Earning Assets increased 169 basis points in
2005, mainly due to: i) a 183 basis points increase in the average yield of other assets
denominated in pesos, mainly as a consequence of the higher variation of the CER during 2005, which
influenced the yield of the securities issued by the Galtrust I Financial Trust, the principal of
which is adjusted by such coefficient and which were recorded under this item, among others; and
ii) a 144 basis points increase in the average yield of other assets denominated in dollars, mainly
due to the increase in the Libo rate during 2005, at which rate the Compensatory Bond and the Hedge
Bond accrue interest.
Financial income for fiscal year 2005 included a Ps.58.7 million profit from foreign-exchange
quotation differences, which included a Ps.54.3 million profit from foreign exchange brokerage
activities.
Financial Expenses
Our financial expenses were composed of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended |
|
|
December 31, |
|
|
2006 |
|
2005 |
|
2004 |
|
|
(in millions of pesos) |
Interest on deposits |
|
Ps. |
346.1 |
|
|
Ps. |
172.3 |
|
|
Ps. |
115.7 |
|
Negotiable Obligations |
|
|
314.8 |
|
|
|
234.1 |
|
|
|
122.3 |
|
Expenses from Government and Corporate Securities, Net |
|
|
|
|
|
|
|
|
|
|
7.0 |
|
Contributions and taxes |
|
|
68.6 |
|
|
|
48.8 |
|
|
|
48.8 |
|
CER adjustment |
|
|
697.7 |
|
|
|
1,006.8 |
|
|
|
501.8 |
|
Other (1) |
|
|
444.4 |
|
|
|
383.9 |
|
|
|
371.8 |
|
|
|
|
Total |
|
Ps. |
1,871.6 |
|
|
Ps. |
1,845.9 |
|
|
Ps. |
1,167.4 |
|
|
|
|
|
(1) |
|
Includes accrued interest on liabilities resulting from financial brokerage with banks and
international entities and premiums payable on repos. |
Fiscal Year 2006 Compared to Fiscal Year 2005
Financial expenses for 2006 amounted to Ps.1,871.6 million, 1.4% higher than the
Ps.1,845.9 million recorded in 2005.
It should be pointed out that the loss from the valuation of Secured Loans (Ps.122.3 million
in 2006), pursuant to the rules set forth in Communiqué A 3911 and complementary rules, is
recorded under Other in the table above, whereas in the table named Yield on Interest-Earning
Assets and Cost of Funds, it is recorded netting the average yield on loans to the public sector.
Adjusted for this effect, financial expenses in fiscal year 2006 amounted to Ps.1,749.3 million,
Ps.96.6 million (5.2%) lower than those of the previous fiscal year. This decrease stemmed from a
45 basis points decrease in the average cost of funds and a 2.8% decrease in the average balance of
interest-bearing liabilities.
Average interest-bearing liabilities amounted to Ps.18,894.0 million in 2006, compared to
Ps.19,437.8 million in 2005. This decline was attributable, mainly, to a 27.1% decrease in
liabilities with the Argentine Central Bank that amounted, on average, to Ps.2,258.5 million in
2006, which decrease was partially offset by a Ps.1,623.9 million increase in 2006 in the average
balance of interest-bearing deposits, which increased from Ps.6,122.1 million to Ps.7,746.0
million.
The increase in the average balance of interest-bearing deposits was mainly the result of the
strong increase in the Banks deposits in Argentina, in current accounts, savings accounts and time
deposits. Considering the final
-100-
balances of the Banks total deposits in Argentina, this increase totaled Ps.2,487.8 million
in 2006, equivalent to a 30.7% increase from the prior fiscal year-end total.
Of the total average interest-bearing deposits in 2006, Ps.1,369.9 million were
dollar-denominated and Ps.6,376.1 million were peso-denominated, compared with Ps.1,210.1 million
and Ps.4,912.0 million, respectively, in 2005.
Considering only private-sector deposits in current and savings accounts and time deposits
(excluding restructured deposits), raised only by the Bank in Argentina, the estimated deposit
market share of the Bank in the Argentine financial system increased to 8.86% as of December 31,
2006, compared to 8.39% as of December 31, 2005.
The average rate on interest-bearing deposits was 5.69% in 2006, 133 basis points higher than
the 4.36% average rate for 2005. Peso-denominated deposits (including those adjusted by CER) in
2006 accrued at a 6.76% average interest rate, compared to a 5.27% average interest rate in 2005.
This increase was a result, mainly, of the increase in the peso borrowing interest rates
experienced by the market as a whole during 2006. Likewise, the cost of US dollar-denominated
deposits was 0.70% in 2006, 5 basis points higher than the 0.65% average cost for fiscal year 2005.
The interest rate increase recorded was in line with the one experienced by the market as a whole.
The Argentine Central Bank item recorded an average balance in 2006 that was Ps.2,258.5
million lower than the Ps.8,341.6 million of fiscal year 2005, and an average cost of 12.65%, 146
basis points lower than the 14.11% average cost for fiscal year 2005. This item shows the average
balance of the financial assistance from the Argentine Central Bank and of the advance for the
acquisition of the Hedge Bond. End-of-period balances, as of December 31, 2006, amounted to
Ps.2,688.7 million and Ps.336.8 million, respectively, compared to Ps.5,314.9 million and
Ps.3,296.6 million, respectively, at the close of the previous fiscal year. The Ps.2,626.2 million
decrease in the balance of the financial assistance from the Argentine Central Bank was a
consequence of the payments made during the period on such liability, partially offset by the CER
adjustment of its principal. The Ps.2,959.8 million decrease in the balance of the advance for the
acquisition of the Hedge Bond was due to the settlement of 90.8% of such advance.
The average balance of debt securities was Ps.3,432.4 million in 2006, Ps.96.2 million lower
than the Ps.3,528.6 million for 2005. This decrease was related, mainly, to the payment of
principal amortization installments on 2007 Notes and 2010 Notes of the Bank and negotiable
obligations issued by Galicia Uruguay. The average cost was 8.59% in 2006, while, for the prior
fiscal year, it had been 6.63%. The increase was mainly due to the increase in the Libo rate and to
the 1% step up in the interest rate on the 2014 Notes, which rose from 4% per annum to 5% per annum
beginning January 1, 2006 as per contractual terms.
The average balance of the Other Interest-Bearing Liabilities item was Ps.1,632.5 million in
2006, with an average rate of 9.48% while, for 2005, the average balance amounted to Ps.1,445.5
million and the average rate was 8.16%. This item records, mainly, US dollar-denominated debt with
banks and international credit agencies, and US dollar-denominated obligations in connection with
repo transactions of government securities. These liabilities accrue a variable rate based on the
Libo rate, which was higher in 2006 than in 2005. The increase in the balance can be attributed,
mainly, to the increase in the balance of obligations in connection with repo transactions.
Fiscal Year 2005 Compared to Fiscal Year 2004
Financial expenses for fiscal year 2005 amounted to Ps.1,845.9 million, increasing 58.1% in
comparison with the Ps.1,167.4 million of 2004. This increase stemmed from an increase of 353 basis
points in the average cost of funds and a 6.3% increase in the average balance of interest-bearing
liabilities.
Average interest-bearing liabilities amounted to Ps.19,437.8 million in 2005, compared to
Ps.18,294.0 million for 2004. This increase was mainly explained by a 27.9% increase in the volume
of interest-bearing deposits, which increased from Ps.4,786.0 million in 2004 to Ps.6,122.1 million
in 2005.
-101-
The increase in the average balance of interest-bearing deposits was mainly the result of the
strong growth in the Banks deposits in Argentina, in current accounts, savings accounts and time
deposits. Considering the final balances of the Banks total deposits, this increase was of
Ps.2,138.7 million in 2005, equivalent to a 35.9% increase compared to the prior fiscal year-end
total. This increase was partially offset by: (i) the exchange of US dollar-denominated
restructured liabilities (deposits and negotiable obligations) for cash and Boden 2012 Bonds
undertaken by Galicia Uruguay and finalized in May 2005, and (ii) the payment by Galicia Uruguay,
in September 2005, of the installment established in the restructuring schedule of its liabilities.
Of the total fiscal year 2005 average interest-bearing deposits, Ps.1,210.1 million were
dollar-denominated and Ps.4,912.0 million were peso-denominated, compared with Ps.1,425. million
and Ps.3,360.5 million, respectively, in 2004.
Considering only private-sector deposits raised by the Bank in Argentina only, the estimated
deposit market share of the Bank in the Argentine financial system increased to 7.97% as of
December 31, 2005, compared to 7.07% as of December 31, 2004.
The average cost of interest-bearing deposits in fiscal year 2005 was 4.36%, 136 basis points
higher than the 3.00% average cost for the prior fiscal year. Peso-denominated deposits (including
those adjusted by CER) accrued at a 5.27% average interest rate in 2005, as compared to a 3.73%
average interest rate in 2004. This increase was a result, mainly, of the increase in the peso
borrowing interest rates experienced by the market as a whole during 2005, together with the higher
CER adjustment in 2005 compared to 2004, which was applied to adjustable deposits. Likewise, the
cost of US dollar-denominated deposits was 0.65%, 63 basis points lower than the 1.28% rate
corresponding to fiscal year 2004, as a consequence, mainly, of the lower share of Galicia
Uruguays deposits throughout the year.
In 2005, the item Argentine Central Bank recorded an average balance that was Ps.176.0
million higher than the Ps.8,165.6 million of 2004, and an average cost of 14.11%, 555 basis points
higher than the 8.56% interest rate for 2004. This item shows the average balances of the financial
assistance of the Argentine Central Bank and of the advance from the Argentine Central Bank for the
acquisition of the Hedge Bond. End-of-period balances, as of December 31, 2005, amounted to
Ps.5,314.9 million and Ps.3,296.6 million, respectively, compared to Ps.5,707.0 million and
Ps.2,720.7 million, respectively, at the end of 2004. The Ps.392.1 million decrease in the balance
of the financial assistance of the Argentine Central Bank in 2005 was a consequence of the payments
made during such year on this liability, partially offset by its principals adjustment by the CER.
The Ps.575.9 million increase in 2005 in the balance of the advance for the acquisition of the
Hedge Bond was due to the CER adjustment during the year and to the determination, during the first
quarter of 2005, of the final amount of the compensation due to the Bank for the asymmetric
pesification.
The average balance of debt securities in fiscal year 2005 was Ps.3,528.6 million, higher than
the Ps.3,190.6 million corresponding to the prior fiscal year. The increase in the average balance
of debt securities is basically related to the decisions made by creditors in the restructuring of
the Banks and the Cayman Branchs foreign debt undertaken in 2004. Given that bank creditors chose
to receive bonds, the average balance of debt securities in 2004 was higher than that of 2003 but
did not reflect the whole impact of such elections, which was indeed recorded in 2005, since the
restructuring took place by the middle of 2004. This effect was partially offset, mainly, by: i)
the exchange of liabilities restructured as negotiable obligations for cash and Boden 2012 Bonds
undertaken by Galicia Uruguay during the second quarter of fiscal year 2005, and iii) the payment
of the first amortization installment of the debt instruments issued in the restructuring of the
debt of the former New York Branch. The average cost was 6.63% in 2005, while for the prior fiscal
year it had been 0.87%. It is worth mentioning that the average cost for 2004 was significantly
influenced by the reduction in principal and interest that resulted from the restructuring of the
Banks foreign debt completed in May 2004, which generated a Ps.142.5 million profit, partially
offset by taxes in the amount of Ps.22.8 million.
The average balance of the item Other Interest-Bearing Liabilities was Ps.1,445.5 million in
2005, with an average rate of 8.16% while, for 2004, the average balance amounted to Ps.2,151.8
million and the average rate was 8.14%. This item included, among other things, the loans from
international banks and credit agencies, which balance decreased in 2005 mainly due to the same
reason explaining the increase in the average balance of debt
-102-
securities noted in the previous paragraph. Also, this item included obligations in connection
with repo transactions of Boden 2012 Bonds. These liabilities accrued a variable rate based on the
Libo rate.
Net Financial Income
Like in the prior fiscal year, but more significantly in 2006, the net financial income was
influenced by the negative effect of the postponement of the execution of the advance for the
acquisition of the Hedge Bond, which took place only in December 2006. This postponement implied
carrying an asset denominated in US dollars (two past due Boden 2012 Bonds coupons corresponding to
the Hedge Bond) and a CER-adjusted liability (two past due installments of the advance for the
acquisition of the Hedge Bond). The past due amounts stopped accruing the Libo rate and the 2% per
annum interest rate, respectively. In addition, in 2006, the net financial income was negatively
impacted by the losses from the matched foreign-currency position and from the valuation of
public-sector assets in accordance with Argentine Central Bank rules.
Net financial income for fiscal year 2006 amounted to Ps.378.2 million and the corresponding
financial margin was 1.74%. In 2005, the corresponding figures were Ps.552.7 million and 2.53%,
respectively. In 2004, the net financial income amounted to Ps.224.2 million and the financial
margin was 1.08%.
Net financial income increased in 2005 as compared with 2004 as a result of a 101 basis points
increase in the average spread, from 0.35% in fiscal year 2004 to 1.36% in fiscal year 2005,
accompanied by an increase in average interest-earning assets. The increase in the spread for
fiscal year 2005 reflects a greater increase in the average yield of interest-earning assets than
in the cost of funds (454 basis points compared to 353 basis points). The latter was mainly due to
(i) an increase in the average yield on interest-earning assets and (ii) to the greater
participation of deposits in our total average funding (from 26.2% in fiscal year 2004 to 31.5% in
fiscal year 2005), with an increase in the average cost of deposits of only 136 basis points in
fiscal year 2005. In addition, the 2005 yield on interest-earning assets included a Ps.92.3 million
gain from the valuation of public-sector assets in accordance with Argentine Central Bank rules.
The decrease in net financial income for fiscal year 2006 was attributable to greater losses
from the valuation of public-sector assets in 2006, and to the postponement of the delivery of the
Hedge Bond.
Provision for Losses on Loans and Other Receivables
Provisions for losses on loans and other receivables amounted to Ps.110.9 million in fiscal
year 2006, up 44.6% from the Ps.76.7 million recorded in the prior fiscal year. Of the provisions
of fiscal year 2006, the amount of Ps.20.3 million corresponded to the establishment of the reserve
on normal portfolios required by applicable regulations.
The provision for losses on loans and other receivables amounted to Ps.76.7 million in fiscal
year 2005, down 59.7% from the Ps.190.2 million recorded in the prior fiscal year, thus reflecting
the improvement in the quality of the Banks loan portfolio. This improvement reflects the
favorable trends in the Argentine economy in the last three years, the restructuring of the Banks
commercial loan portfolio and the write offs made.
For more information on asset quality, see Item 4. Information on the CompanySelected
Statistical InformationAnalysis of Amounts Past Due and Non-Accrual Loans and Selected
Statistical Information Analysis of the Allowance for Loan Losses.
Net Income from Services
Our net income from services consisted of:
-103-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended |
|
|
% Change |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2006/2005 |
|
|
2005/2004 |
|
|
|
(in millions of pesos) |
|
|
(in percentages) |
|
Income from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit cards |
|
Ps. |
473.6 |
|
|
Ps. |
361.5 |
|
|
Ps. |
315.1 |
|
|
|
31.0 |
% |
|
|
14.7 |
% |
Deposits accounts |
|
|
125.7 |
|
|
|
102.7 |
|
|
|
80.3 |
|
|
|
22.4 |
|
|
|
27.9 |
|
Credit-related fees |
|
|
19.4 |
|
|
|
19.6 |
|
|
|
21.6 |
|
|
|
(1.0 |
) |
|
|
(9.3 |
) |
Check collection |
|
|
18.3 |
|
|
|
12.4 |
|
|
|
10.1 |
|
|
|
47.6 |
|
|
|
22.8 |
|
Collection services (taxes and utility bills) |
|
|
11.2 |
|
|
|
9.5 |
|
|
|
8.3 |
|
|
|
17.9 |
|
|
|
14.5 |
|
Foreign trade |
|
|
31.9 |
|
|
|
24.5 |
|
|
|
19.9 |
|
|
|
30.2 |
|
|
|
23.1 |
|
Insurance |
|
|
48.9 |
|
|
|
34.4 |
|
|
|
27.3 |
|
|
|
42.2 |
|
|
|
26.0 |
|
Other (1) |
|
|
124.1 |
|
|
|
81.1 |
|
|
|
46.5 |
|
|
|
53.0 |
|
|
|
74.4 |
|
|
|
|
Total Income |
|
Ps. |
853.1 |
|
|
Ps. |
645.7 |
|
|
Ps. |
529.1 |
|
|
|
32.1 |
% |
|
|
22.0 |
% |
|
|
|
Total Expenses |
|
Ps. |
181.1 |
|
|
Ps. |
122.0 |
|
|
Ps. |
92.8 |
|
|
|
48.4 |
% |
|
|
31.5 |
% |
|
Net Income from Services |
|
Ps. |
672.0 |
|
|
Ps. |
523.7 |
|
|
Ps. |
436.3 |
|
|
|
28.3 |
% |
|
|
20.0 |
% |
|
|
|
|
(1) |
|
Includes fees from market making in government securities, investment banking activities, asset management, safe
deposit boxes and cash management. |
Fiscal Year 2006 Compared to Fiscal Year 2005
Net income from services in 2006 amounted to Ps.672.0 million, up 28.3% from the Ps.523.7
million recorded in the previous fiscal year. Nearly all categories increased, mainly as a
consequence of a significant increase in the volume of transactions together with an increase, in
the third and fourth quarter of 2006, in the price of certain services.
The Banks individual income from credit and debit card operations in 2006 was Ps.170.7
million, up 33.3% from the Ps.128.1 million recorded in the prior fiscal year. This higher income
was attributable not only to the greater number of credit cards, but also to the greater average
purchases made with such cards recorded during the year. The total number of cards managed by the
Bank (excluding those managed by the regional credit-card companies) increased 30.1% in 2006,
reaching 894,036 as of December 31, 2006, as compared to 687,073 as of December 31, 2005.
Income from services corresponding to the regional credit-card companies was Ps.302.9 million
in 2006, 29.8% higher than the Ps.233.4 million recorded in 2005. This increase was mainly due to
the increase in the average number of managed credit cards and to the significant increase in the
purchases made with these credit cards in 2006. These companies managed 3.4 million cards as of
December 31, 2006, a 39.1% increase from December 31, 2005.
Fiscal Year 2005 Compared to Fiscal Year 2004
Net income from services in 2005 amounted to Ps.523.7 million, 20.0% higher than the Ps.436.3
million recorded in the previous fiscal year. Nearly all categories increased, mainly as a
consequence of a significant increase in the volume of operations together with an increase, in the
third quarter of 2005 and the third quarter of 2004, in the price of certain services.
Income from credit and debit cards of Ps.361.5 million in 2005 contained Ps.233.4 million of
income from the regional credit-card companies. These companies managed 2.4 million cards as of
December 31, 2005, a 28.3% increase from December 31, 2004. Income from services of the regional
credit-card companies in 2005 increased 14.8% from the prior fiscal year, due to the increase in
the average number of cards managed and to the fact that the purchases made with these cards
increased significantly in the fiscal year.
-104-
The Banks income from credit and debit card operations not related to the regional
credit-card companies in 2005 was Ps.128.1 million, with a 14.6% increase over the Ps.111.8 million
recorded in the prior fiscal year. This higher income was attributable not only to the higher
number of credit cards but also to the higher average use of such cards recorded during the year.
The number of cards managed by the Bank (excluding those managed by the regional credit-card
companies) increased 17.4%, reaching 687,073 as of December 31, 2005, compared to 585,456 as of
December 31, 2004.
The Banks total deposit accounts amounted to 1.1 million as of December 31, 2005, 11.0%
higher than as of December 31, 2004.
Reflecting the expansion of credit activity, the increase in deposit volume and in the number
of deposit accounts, the higher sales of products, and the increase in the price of certain
services, significant growth was achieved in income from services from the following items: deposit
accounts (27.9%), insurance (26.0%), foreign trade (23.1%), collections (22.8%) and utility bills
collection services (14.5%).
Expenses from services increased 31.5% in 2005, from Ps.92.8 million in fiscal year 2004 to
Ps.122.0 million.
The following table sets forth the number of credit cards outstanding on the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change |
|
|
|
December 31, |
|
|
December 31, |
|
Credit Cards |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2006/2005 |
|
|
2005/2004 |
|
|
|
(number of credit cards, except purchases in millions of pesos) |
|
|
(percentages) |
|
Visa |
|
|
721,105 |
|
|
|
578,211 |
|
|
|
492,918 |
|
|
|
24.7 |
|
|
|
17.3 |
|
Gold |
|
|
124,287 |
|
|
|
102,669 |
|
|
|
81,445 |
|
|
|
21.1 |
|
|
|
26.1 |
|
International |
|
|
387,485 |
|
|
|
299,269 |
|
|
|
278,298 |
|
|
|
29.5 |
|
|
|
7.5 |
|
Domestic |
|
|
198,409 |
|
|
|
169,434 |
|
|
|
131,106 |
|
|
|
17.1 |
|
|
|
29.2 |
|
Business |
|
|
10,877 |
|
|
|
6,839 |
|
|
|
2,069 |
|
|
|
59.0 |
|
|
|
230.5 |
|
Corporate |
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Express |
|
|
131,660 |
|
|
|
94,869 |
|
|
|
89,307 |
|
|
|
38.8 |
|
|
|
6.2 |
|
Gold |
|
|
56,563 |
|
|
|
43,834 |
|
|
|
37,781 |
|
|
|
29.0 |
|
|
|
16.0 |
|
International |
|
|
75,097 |
|
|
|
51,035 |
|
|
|
51,526 |
|
|
|
47.1 |
|
|
|
(1.0 |
) |
MasterCard |
|
|
41,271 |
|
|
|
13,993 |
|
|
|
3,231 |
|
|
|
194.9 |
|
|
|
333.1 |
|
Gold |
|
|
10,437 |
|
|
|
2,987 |
|
|
|
474 |
|
|
|
249.4 |
|
|
|
530.2 |
|
MasterCard |
|
|
29,765 |
|
|
|
10,817 |
|
|
|
2,704 |
|
|
|
175.2 |
|
|
|
300.0 |
|
Argencard |
|
|
1,069 |
|
|
|
189 |
|
|
|
53 |
|
|
|
465.6 |
|
|
|
256.6 |
|
Regional Credit-Card Companies |
|
|
3,399,375 |
|
|
|
2,444,526 |
|
|
|
1,905,423 |
|
|
|
39.1 |
|
|
|
28.3 |
|
Visa |
|
|
1,068,702 |
|
|
|
594,802 |
|
|
|
394,619 |
|
|
|
79.7 |
|
|
|
50.7 |
|
Mastercard |
|
|
122,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local Brands |
|
|
2,207,990 |
|
|
|
1,849,724 |
|
|
|
1,510,804 |
|
|
|
19.4 |
|
|
|
22.4 |
|
|
Total |
|
|
4,293,411 |
|
|
|
3,131,599 |
|
|
|
2,490,879 |
|
|
|
37.1 |
|
|
|
25.7 |
|
|
Amount of Purchases (in millions of pesos) |
|
|
8,029.7 |
|
|
|
4,943.6 |
|
|
|
3,720.1 |
|
|
|
62.4 |
|
|
|
32.9 |
|
|
Administrative Expenses
The following table sets forth the components of our administrative expenses:
-105-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended |
|
% Change |
|
|
December 31, |
|
December 31, |
|
|
2006 |
|
2005 |
|
2004 |
|
2006/2005 |
|
2005/2004 |
|
|
(in millions of pesos) |
|
(in percentages) |
Salaries and social security contributions |
|
Ps. |
415.4 |
|
|
Ps. |
330.5 |
|
|
Ps. |
242.0 |
|
|
|
25.7 |
% |
|
|
36.6 |
% |
Property-related expenses |
|
|
65.1 |
|
|
|
57.7 |
|
|
|
55.6 |
|
|
|
12.8 |
|
|
|
3.8 |
|
Personnel services |
|
|
46.6 |
|
|
|
30.0 |
|
|
|
27.0 |
|
|
|
55.3 |
|
|
|
11.1 |
|
Advertising and publicity |
|
|
84.5 |
|
|
|
68.2 |
|
|
|
37.8 |
|
|
|
23.9 |
|
|
|
80.4 |
|
Amount accrued in relation to directors and syndics compensation |
|
|
6.0 |
|
|
|
5.8 |
|
|
|
4.1 |
|
|
|
3.4 |
|
|
|
41.5 |
|
Electricity and communications |
|
|
41.1 |
|
|
|
31.1 |
|
|
|
27.0 |
|
|
|
32.2 |
|
|
|
15.2 |
|
Taxes |
|
|
50.5 |
|
|
|
37.4 |
|
|
|
40.9 |
|
|
|
35.0 |
|
|
|
(8.6 |
) |
Other |
|
|
265.4 |
|
|
|
220.3 |
|
|
|
189.5 |
|
|
|
20.5 |
|
|
|
16.3 |
|
|
|
|
Total |
|
Ps. |
974.6 |
|
|
Ps. |
781.0 |
|
|
Ps. |
623.9 |
|
|
|
24.8 |
% |
|
|
25.2 |
% |
|
Fiscal Year 2006 Compared to Fiscal Year 2005
In 2006, administrative expenses amounted to Ps.974.6 million, up 24.8% from the Ps.781.0
million recorded in the prior fiscal year.
Personnel expenses (salaries and social security contributions together with expenses due to
personnel services) increased 28.2% in the aggregate in 2006, from Ps.360.5 million in 2005 to
Ps.462.0 million in 2006. This increase was mainly due to higher salaries and to an increase in
staff. The Banks staff (including the consolidated companies staff) grew 17.0%, from 6,735
employees in 2005 to 7,878 employees in 2006, as a consequence of the higher level in the Banks
activity and due to the resulting expansion in the distribution network, comprising both bank
branches and offices of the regional credit-card companies.
The remaining administrative expenses amounted to Ps.512.6 million in 2006, reflecting a 21.9%
increase in comparison with the Ps.420.5 million for the prior fiscal year, with increases recorded
in all components. These increases were associated with the higher level of activity and to the
higher inflation over the year. Among the remaining administrative expenses, a significant item was
advertising and publicity, which increased 23.9% in 2006.
Fiscal Year 2005 Compared to Fiscal Year 2004
Administrative expenses in 2005 amounted to Ps.781.0 million, 25.2% higher than the Ps.623.9
million recorded in the prior fiscal year.
Personnel expenses (salaries and social security contributions and expenses due to personnel
services) increased 34.0% in the aggregate, from Ps.269.0 million in 2004 to Ps.360.5 million in
2005. This increase was mainly due to higher salaries and to an increase in staff. The Banks staff
grew 8.7%, from 6,195 employees in 2004 to 6,735 employees in 2005, as a consequence of the higher
level of activity. The remaining administrative expenses in 2005 amounted in the aggregate to
Ps.420.5 million, reflecting an 18.5% increase from the Ps.354.9 million recorded in the prior
fiscal year. This increase was due to higher advertising and publicity expenses (80.4%). The other
remaining administrative expenses increased 11.1% in 2005, a growth that is related to a higher
activity level and an increase in inflation during the year.
Income/(Loss) from Equity Investments
In fiscal year 2006, the loss from equity investments amounted to Ps.14.4 million. The loss in
this fiscal year was due to the valuation allowance established to fully cover the investment in
Aguas Argentinas S.A.
Income from equity investments amounted to Ps.6.7 million in fiscal year 2005. This profit was
mainly due to the Ps.2.2 million profit from our interest in Banelco S.A. and the Ps.2.2 million
profit from the sale by Sudamericana of its 100% interest in Instituto de Salta Compañía de Seguros
de Vida S.A.
-106-
In fiscal year 2004, we recorded Ps.3.0 million in income from equity investments. Fiscal
year 2004 profit was mainly due to the Ps.1.9 million profit from our interest in Banelco S.A.
Miscellaneous Income/(Loss), Net
Miscellaneous net income amounted to Ps.144.0 million in fiscal year 2006, while in fiscal
year 2005 we recorded a miscellaneous net loss of Ps.64.3 million. Excluding the profits on
security margins of repo transactions (for Ps.52.5 million), which are of a financial nature,
miscellaneous net income in 2006 totaled Ps.91.5 million, while we recorded a miscellaneous net
loss of Ps.73.7 million in 2005 (excluding also said financial income for Ps.9.4 million). The
income of fiscal year 2006 was mainly due to loan recoveries, in an amount of Ps.49.7 million, and
to the net reversal of allowances for loan losses and for other contingencies, in an amount of
Ps.30.6 million.
In fiscal year 2005, we recorded a miscellaneous net loss of Ps.64.3 million. Excluding the
profits on security margins of repo transactions (for Ps.9.4 million), our miscellaneous net loss
in 2005 totaled Ps.73.7 million., up from the Ps.90.7 million for the prior fiscal year (excluding
also said financial income for Ps.8.1 million). The loss in 2005 was mainly due to the Ps.122.3
million loss from the amortization of the deferred losses from amparo claims. It should be
mentioned that, beginning in December 2005, the Argentine Central Bank authorized financial
institutions that have granted after such date new commercial loans with average lives exceeding 2
years, to defer the amortization of the deferred losses from amparo claims. As a consequence, the
Bank deferred Ps.11.3 million during the last month of 2005. The loss from the amortization of
amparo claims was partially offset by loan recoveries in the amount of Ps.35 million and the net
reversal of allowances for loan losses and other contingencies in the amount of Ps.28.5 million.
Miscellaneous net income for fiscal year 2004 amounted to Ps.98.8 million. Excluding the
profits on security margins of repo transactions (for Ps.8.1 million), miscellaneous net income in
2004 totaled Ps.90.7 million. The amount recorded in 2004 was mainly due to the net reversal of
allowances, mainly for loan losses, in the amount of Ps.123.6 million, and to loan recoveries for
Ps.110.1 million. The latter amount included Ps.56.8 million from the sale of part of the Banks
loan portfolio recorded off-balance sheet. These gains were partially offset by the loss from the
amortization of amparo claims in the amount of Ps.121.0 million.
Income Tax
The income tax charge for fiscal year 2006 was Ps.94.2 million. This amount consisted of: (i)
an income tax charge of Ps.44.2 million corresponding to Tarjetas Regionales S.A. consolidated with
its operating subsidiaries and of income tax charges of Ps.3.7 million, Ps.0.9 million , Ps.0.2
million and Ps.(0.4) million corresponding to Sudamericana, Galicia Warrants, Galicia Factoring y
Leasing S.A. and Galicia Valores S.A., respectively, and (ii) an income tax charge for Ps.45.6
million corresponding to us on an individual basis, mainly resulting from the profits on our
holdings of 2014 and 2019 Notes issued by the Bank in 2004.
The income tax charge for fiscal year 2005 was Ps.19.3 million. This amount consisted of: (i)
an income tax charge of Ps.50.5 million corresponding to Tarjetas Regionales S.A. consolidated and
of income tax charges of Ps.0.3 million, Ps.0.6 million and Ps.0.3 million corresponding to
Sudamericana, Galicia Warrants, and Galicia Valores S.A., respectively, and (ii) a Ps.32.4 million
profit corresponding to us on a stand alone basis, mainly resulting from a reduction in our
deferred tax liability due to our forgiveness of the negotiable obligations issued by Galicia
Uruguay.
In fiscal year 2004, a charge of Ps.43.8 million was recorded on account of income tax, of
which Ps.29.6 million corresponded to Tarjetas Regionales S.A. consolidated, Ps.12.9 million
corresponded to us on a stand-alone basis, Ps.0.6 million to Sudamericana, Ps.0.5 million to
Galicia Warrants, and Ps.0.2 million to Galicia Valores S.A.
-107-
U.S. GAAP and Argentine Banking GAAP Reconciliation
General
We prepare our financial statements in accordance with Argentine Banking GAAP. The more
significant differences between Argentine Banking GAAP and U.S. GAAP relate to the determination of
the allowance for loan losses, the carrying value of certain government securities and receivables
for government securities, the accounting of the Banks foreign debt restructuring and recognition
of deferred income taxes. For more detail on differences in accounting treatment between Argentine
Banking GAAP and U.S. GAAP as of December 31, 2006, see note 38 to our consolidated financial
statements.
Allowances for Loan Losses
With respect to the determination of the allowance for loan losses, we follow the rules of the
Argentine Central Bank. Under these rules, reserves are based on minimum reserve requirements
established by the Argentine Central Bank. U.S. GAAP requires that an impaired loan be generally
valued at the present value of expected future cash flows discounted at the loans effective rate
or at the fair value of the collateral if the loan is collateral
dependent.
For the purposes of analyzing our loan loss reserve under U.S. GAAP, we divide our loan
portfolio into performing and non-performing commercial and consumer loans.
Performing Commercial and Consumer Loans
Performing loans are considered to be loans that are classified under the Argentine Central
Bank classification guidelines as:
|
|
|
Normal and Normal Performance |
|
|
|
|
Potential Risk and Improper Fulfillment |
We perform analyses of historical losses from our performing commercial and consumer loan
portfolios in order to estimate losses for U.S. GAAP purposes resulting from loan losses that had
been incurred in the performing loan portfolio at the balance sheet date but which had not been
individually identified.
We estimate that, on average, it takes a period of up to one year between the trigger of an
impairment event and the identification of a loan as being a probable loss. Therefore, we have
concluded that the losses incurred by the performing loan portfolio over the next year give a basis
for estimating the amount of loss at the balance sheet date. We have collected data on the amounts
of losses that had been incurred on commercial loans and consumer loans that were performing one
year before. Using this data, the range of estimated default probabilities and estimated losses
given default yield the following estimated SFAS 5 reserve for the performing commercial and
consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
December 31, 2005 |
|
|
December 31, 2004 |
|
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
|
(in millions of pesos) |
|
Performing Commercial Loans |
|
Ps. |
174.9 |
|
|
Ps. |
2.3 |
|
|
Ps. |
193.1 |
|
|
Ps. |
2.1 |
|
|
Ps. |
159.7 |
|
|
Ps. |
1.7 |
|
Performing Consumer Loans |
|
|
57.9 |
|
|
|
46.7 |
|
|
|
30.3 |
|
|
|
22.2 |
|
|
|
15.4 |
|
|
|
11.1 |
|
|
Non-performing Consumer Loan Portfolio
The non-performing consumer loan portfolio is comprised of loans falling into the following
classifications of the Argentine Central Bank:
|
|
|
Defective Fulfillment |
|
|
|
|
Difficulty in Recovery |
|
|
|
|
Uncollectible |
For these loans, we have developed a range of loss projections based on the default experience
of non-performing loans. Based on this data, we have calculated a range of estimated loan losses
for non-performing consumer loans:
-108-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
December 31, 2005 |
|
|
December 31, 2004 |
|
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
|
(in millions of pesos) |
|
Non-Performing Consumer Loans |
|
Ps. |
58.9 |
|
|
Ps. |
47.5 |
|
|
Ps. |
48.6 |
|
|
Ps. |
36.3 |
|
|
Ps. |
45.3 |
|
|
Ps. |
37.0 |
|
|
Non-performing Commercial Loans
The non-performing commercial loan portfolio is comprised of loans falling into the following
classifications of the Argentine Central Bank:
|
|
|
With Problems |
|
|
|
|
High Risk of Insolvency |
|
|
|
|
Uncollectible |
For such non-performing commercial loans, we applied the procedures required by SFAS 114.
For
loans that were not collateral dependent, the expected future cash flows to be received from the
loans were discounted using the interest rate at each balance sheet date for variable loans. Loans
that were collateral dependent, and for which there was an expectation that the loan balance would be
recovered via the exercise of collateral, were valued using the fair value of the collateral. In
addition, in order to assess the fair value of collateral, we discounted collateral valuations due
to the extended period of time that it can take to foreclose on assets in Argentina.
Summary
The following table identifies the high and low of loan loss reserves for the periods
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
December 31, 2005 |
|
|
December 31, 2004 |
|
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
|
(in millions of pesos) |
|
Performing Commercial Loans |
|
Ps. |
174.9 |
|
|
Ps. |
2.3 |
|
|
Ps. |
193.1 |
|
|
Ps. |
2.1 |
|
|
Ps. |
159.7 |
|
|
Ps. |
1.7 |
|
Performing Consumer Loans |
|
|
57.9 |
|
|
|
46.7 |
|
|
|
30.3 |
|
|
|
22.2 |
|
|
|
15.4 |
|
|
|
11.1 |
|
Non-Performing Consumer Loans |
|
Ps. |
58.9 |
|
|
Ps. |
47.5 |
|
|
Ps. |
48.6 |
|
|
Ps. |
36.3 |
|
|
Ps. |
45.3 |
|
|
Ps. |
37.0 |
|
Non-Performing Commercial Loans |
|
|
291.9 |
|
|
|
291.9 |
|
|
|
397.9 |
|
|
|
397.9 |
|
|
|
379.5 |
|
|
|
379.5 |
|
|
|
|
Total |
|
Ps. |
583.7 |
|
|
Ps. |
388.4 |
|
|
Ps. |
669.9 |
|
|
Ps. |
458.5 |
|
|
Ps. |
599.9 |
|
|
Ps. |
429.3 |
|
|
Loan Loss Reserve under U.S. GAAP |
|
Ps.470.5 |
|
|
Ps.533.4 |
|
|
Ps.592.3 |
|
|
As of December 31, 2004, we expected that the loan loss reserve under U.S. GAAP would
fall more toward the midpoint and the high end of the range, respectively, due to the continuing
clean up of our loan portfolio through charge-offs, after the 2001-2002 crisis.
As of December 31, 2005, we expected that the loan loss reserve under U.S. GAAP would fall
more toward the midpoint of the range, due to the substantial completion of the Banks loan
portfolio restructuring (caused by the situation in Argentina after the 2001-2002 crisis) and the
fact that we did not expect a deterioration of the loan portfolio quality in 2006.
As of December 31, 2006, we expected that the loan loss reserve under U.S. GAAP would fall
more toward the midpoint of the range, this being the result of maintaining an appropriate level of
coverage for the non performing loans and the fact that no additional deterioration in portfolio
quality is expected for 2007.
In addition to assessing the reasonableness of the loan loss reserve as described above, Banco
Galicia makes an overall determination of adequacy of each periods reserve based on such ratios
as:
-109-
|
|
|
Loan loss reserves as a percentage of non-accrual loans, |
|
|
|
|
Loan loss reserves as a percentage of total amounts past due, and |
|
|
|
|
Loan loss reserves as a percentage of past-due unsecured amounts. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
December 31, 2005 |
|
December 31, 2004 |
|
|
|
Loan loss reserves as a percentage of non-accrual loans |
|
|
168.58 |
% |
|
|
139.49 |
% |
|
|
84.75 |
% |
Loan loss reserves as a percentage of total amounts past due |
|
|
183.29 |
|
|
|
208.36 |
|
|
|
131.92 |
|
Loan loss reserves as a percentage of past-due unsecured amounts |
|
|
210.51 |
|
|
|
226.98 |
|
|
|
457.02 |
|
|
Carrying Value of Secured Loans, Certain Government Securities and Receivables for Government
Securities
Under Argentine Banking GAAP, our holdings of Secured Loans, Bogar Bonds, Boden 2012 Bonds,
and Discount Bonds are carried in accordance with Argentine Central Bank valuation rules for
public-sector assets, as explained hereunder in Item 4. Information on the CompanySelected
Financial InformationGovernment and Corporate SecuritiesValuation.
Under U.S. GAAP, except for the Secured Loans, all of these assets are carried at fair value
as fully explained in note 39 to our financial statements and U.S. GAAP Critical Accounting
Policies. Secured Loans are recorded at amortized cost, which cost is the fair value at the date
of exchange (December 2001).
Government securities under investment accounts or classified as government securities without
quotation under Argentine Central Bank rules (Boden 2012 Bonds corresponding to the Compensatory
Bond or Hedge Bond received as well as Bogar Bonds and Discount Bonds), are considered as available
for sale under U.S. GAAP. Unrealized gains or losses on these securities are reflected in other
comprehensive income. Declines other than temporary in the value of these securities are reflected
in the income statement.
In connection with the Hedge Bond receivable, under Argentine Banking GAAP, the Bank has
recognized the right to purchase the corresponding Boden 2012 Bonds at its equivalent value as if
the Bank had the associated bond in its possession, and recognized the associated liability to fund
the Hedge Bond as if the Bank had executed the debt agreement with the Argentine Central Bank. The
receivable was denominated in U.S. dollars and accrued interest at Libor, while the liability to
the Argentine Central Bank was denominated in pesos and accrued interest at CER plus 2.0%, each
retroactive to February 3, 2002.
Under U.S. GAAP, the right to purchase the Hedge Bond is not considered an asset under
Financial Accounting Standards Board Statement of Financial Accounting Concepts No. 6, Elements of
Financial Statements. Under this concept statement, assets are defined as ... probable future
economic benefits obtained or controlled by an entity as a result of past transactions or events.
In addition, one of the three essential characteristics of an asset is that an entity can obtain
the benefit and can control others access to it. As of December 31, 2005 and December 31, 2004,
the Bank could not obtain the benefit of the Hedge Bond because the transaction had not been
approved by the Argentine Central Bank and the Bank had not remitted funds to the Argentine Central
Bank. Similarly, the liability under U.S. GAAP could not be recognized until the Bank actually
entered into the relevant financing arrangement. As of December 31, 2006, the Hedge Bond pending
receipt and the related advance was accounted for at fair value, as an option contract in
accordance with SFAS 133.
In addition, as of December 31, 2006, 2005 and 2004, under Argentine Banking GAAP, the Bank
had recorded under Intangible Assets the difference arising from the reimbursement of
Reprogrammed Deposits at the market exchange rate pursuant to amparo claims and the carrying value
of these deposits. The receivable for differences related to amparo claims does not represent an
asset under U.S. GAAP.
Foreign Debt Restructuring
On May 18, 2004, the Bank completed the restructuring of its foreign debt. As a result of this
restructuring, we recorded a Ps.119.7 million net gain under Argentine Banking GAAP.
-110-
For U.S. GAAP purposes, we accounted the restructuring in two steps. The first step of the
debt restructuring required the holders of the Banks debt to exchange its old debt with the Bank
for new debt in two tranches. Pursuant to EITF 02-04, the Bank did not receive any concession from
the holders of its debt and therefore, we did not consider the first step of the Banks debt
restructuring as a troubled debt restructuring. Pursuant to EITF 96-19 we accounted the first step
restructuring as modification of the old debt and therefore we did not
recognize any gain or loss. The second step restructuring required the holders of the Banks
debt to forgive it a certain amount of debt based on different options that the Bank offered to
exchange its debt. Pursuant to U.S. GAAP we accounted for this second step of the Banks debt
restructuring in accordance with FAS 15, as the holders of the Banks debt granted it certain
concessions. FAS 15 requires the comparison of the future cash flows of the restructured debt and
the carrying value of the old debt at the restructuring date.
We did not record any gain on the Banks troubled debt restructuring since a gain can only be
recognized when the carrying value of the old debt at the date of the restructuring exceeds the
total future cash payments of the restructured debt reduced by the fair value of the assets and
equity given by the Bank as payment of the debt. As a result, under U.S. GAAP, the carrying amount
of the Banks restructured debt is greater than the amount recorded under Argentine Banking GAAP.
Therefore, under U.S. GAAP, we calculated a new effective interest rate to reflect the present
value of the future cash payments of the Banks restructured debt.
Securitizations
Under Argentine Banking GAAP, transfers of financial assets to a financial trust are recorded
as sales. The financial trusts debt securities retained are recorded at face value plus accrued
interest, while certificates of participation retained are recorded under the equity method.
Under U.S. GAAP, transfers of financial assets can be recorded as sales, if control of such
assets is surrendered. If control is not surrendered, they are recorded as secured borrowings.
Additionally, even if the transfers are considered sales, an analysis must be made in order to
determine if the securitization entity is under the scope of FIN 46 and its assets should still be
consolidated if the transferor is the primary beneficiary. The retained interests in a transfer
recorded as a sale are initially recorded based on their allocated book value using the fair value
allocation method. Then, the securities are considered available for sale securities and recorded
at their fair value with changes in unrealized gains and losses charged to equity through other
comprehensive income. If the transfers are considered secured borrowings, the assets are retained
in the books of the transferor and a liability is recognized for the fair value of the
consideration received.
Income Tax
Argentine Central Bank regulations do not require the recognition of deferred tax assets and
liabilities and therefore income taxes are recognized on the basis of amounts due in accordance
with Argentine tax regulations. This method was applied by Banco Galicia. However, we and our
non-banking subsidiaries applied the deferred income tax method. As a result, these companies
recognized a deferred tax asset.
For the purposes of U.S. GAAP reporting, we apply SFAS No. 109 Accounting for Income Taxes.
Under this method, income taxes are recognized based on the liability method whereby deferred tax
assets and liabilities are established for temporary differences between the financial reporting
and tax bases of our assets and liabilities. Deferred tax assets are recognized if it is more
likely than not that such assets will be realized.
Summary
As a result of the above and other differences, our net income and shareholders equity under
Argentine Banking GAAP and U.S. GAAP for the periods indicated were as follows:
-111-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
Shareholders Equity (Deficit) |
|
|
Argentine Banking |
|
|
|
|
|
Argentine Banking |
|
|
|
|
GAAP |
|
U.S. GAAP |
|
GAAP |
|
U.S. GAAP |
|
|
(in millions of pesos) |
Fiscal Year 2006 |
|
|
(18.9 |
) |
|
|
3,524.9 |
|
|
|
1,608.5 |
|
|
|
145.8 |
|
Fiscal Year 2005 |
|
|
107.2 |
|
|
|
731.0 |
|
|
|
1,626.8 |
|
|
|
(2,128.3 |
) |
Fiscal year 2004 |
|
|
(109.9 |
) |
|
|
(1.1 |
) |
|
|
1,519.5 |
|
|
|
(3,195.7 |
) |
|
The significant differences that result between net income and other comprehensive income
under U.S. GAAP and net income under Argentine Banking GAAP primarily reflect that under U.S. GAAP:
|
|
|
Significant losses were recognized in 2001 from the effects of several
Government actions reflected at the end of that year. With the improvement in
the Argentine economy and business environment, changes in estimated losses are
reflected in the income statement and under other comprehensive income 2004,
2005 and 2006. |
|
|
|
|
The Hedge Bond and the liability with the Argentine Central Bank for its
purchase are not recognized under US GAAP in 2004 and 2005, the net effect of
which varies significantly in such years, while they were recognized in 2006. |
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The Compensatory Bond in 2005 (since this Bond was received in full in that
year) and the amounts receivable for this Bond in 2004 are reflected at market
values, with changes in values being recognized under other comprehensive
income, the effect of which varies significantly in 2004 and 2005. |
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Much of the Argentine public-sector debt balances reflect market-value
adjustments recognized from exchange transactions. Accretion of the discount,
considering the amounts estimated to be collected, is recognized as income
after the exchange transaction occurred. |
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Bogar Bonds and Discount Bonds are reflected at market values, with changes
from market values at the time of exchange being recognized as other
comprehensive income. With the improvement in the Argentine economy, market
values have varied significantly. In addition, during 2006, we sold a
significant amount of Bogar Bonds, realizing all the gains related to changes
in the market value of these bonds in prior years that were recorded in other
comprehensive income. |
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The Banks foreign debt restructuring completed in 2004 was accounted as a
troubled debt restructuring. Therefore the carrying value of such debt is
higher under U.S. GAAP and no gain was recognized at the time of the
restructuring. |
Results by Segments
General
Banco Galicia is our most significant subsidiary, in which we have 93.6% ownership interest.
We also have an 87.5% direct ownership interest in Sudamericana, Net Investment and Galicia
Warrants. Banco Galicia holds the remaining 12.5% ownership interest in these companies. We also
have a 100% direct ownership interest in Galval.
Our main segments are:
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the Grupo Financiero Galicia segment showing our specific income and expenses on a
stand-alone basis, not attributable to our investments in subsidiaries, except for
goodwill amortization; |
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the Insurance segment, corresponding to Sudamericanas consolidated results of
operations (including the 12.5% interest owned by the Bank); |
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the Other Grupo Businesses segment representing the results of operations of Net
Investment consolidated and Galicia Warrants (in both cases, including the results of
the 12.5% interests of the Bank), and Galval; and |
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Banco Galicias operating segments (see below). |
The operating segments employed by Banco Galicias management are based on the following criteria:
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the geographical location of each branch or business, or unit; |
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the similarity of the businesses conducted with or the services provided to Banco
Galicias customers; and |
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the existence of homogeneous groups of customers to which products and services are
provided. |
Banco Galicias operating segments are:
Buenos Aires Metropolitan Branchescorresponds to business conducted with customers in
branches located in the City of Buenos Aires and the greater Buenos Aires area.
Rest of the Country Branchescorresponds to business conducted with customers in branches
located in Argentina but outside the City of Buenos Aires and the greater Buenos Aires area.
Head Officecorresponds to business conducted with customers in Banco Galicias Head Office
and with the national and provincial public sectors and all of the liabilities related to the
restructured foreign debt of the Bank in Argentina (and its former Cayman Branch) and to the
Argentine Central Bank.
Regional Credit Cardscorresponds to the results of Tarjetas Regionales S.A and the regional
credit-card companies.
Internationalcorresponds to the business of Galicia Uruguay, Banco Galicias foreign
branches and other international subsidiaries (excluding the results from Galicia Caymans interest
in Tarjetas Regionales S.A.).
Other Financial Businessescorresponds to the business of Galicia Valores S.A. Sociedad de
Bolsa and Galicia Factoring y Leasing S.A. In addition, this segment includes the results of the
equity investments of the Bank in financial-related companies not required to be consolidated in
which the Bank holds minority interests. Until 2004, it included Galicia Capital Markets S.A. (in
liquidation) and Agro Galicia S.A. (liquidated in 2005).
Other Equity Investmentscorresponds to Banco Galicias participation in various
infrastructure and public utility services companies.
The column Corporate Adjustments comprises intercompany transactions between us and our
consolidated subsidiaries and among these companies, if corresponding, which are eliminated in our
consolidated income statement. This column also comprises the results corresponding to minority
interests in the Bank.
With respect to the segments Buenos Aires Metropolitan Branches, Rest of the Country
Branches and Head Office, the net financial income of each unit, as from fiscal year 2005, was
determined based on the margin generated by each operation at the moment it was settled. This
margin arises from comparing the interest rate of the operation with an equivalent interest rate in
the wholesale financial market, in terms of currency, tenor and type of rate. For prior fiscal
years, the net financial income of each unit was determined based on the financial income and
financial expenses generated by the assets and liabilities located in each unit, calculated
compensating the lending unit and charging the borrowing unit a transfer price equal to Banco
Galicias average margin by currency for the same period. In addition, each unit is also allocated
its income from services, provisions for loan losses and other income generated by the assets
managed by such unit. The distribution of administrative expenses is made based on the information
arising from the Banks cost system, which gathers the allocation of the units own expenses from
the accounting system and appropriates to each unit the cost of the support provided by the rest of
the organization.
Our results by segment are shown in note 34 to our audited consolidated financial statements.
Below is a discussion of our results of operations by segment for the years ended December 31,
2006, December 31, 2005 and December 31, 2004, based on our existing segments.
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Results by Segments for the Fiscal Year Ended December 31, 2006
Grupo Financiero Galicia This segment posted a net income of Ps.61.2 million in fiscal year
2006, mainly due to the financial income recorded from the sale and holding of negotiable
obligations issued by the Bank. The sale of 2019 Notes resulted in a Ps.79.2 million profit on
account of the difference between their market price and book value. The 2019 Notes book value was
equal to their acquisition cost plus the accrual of their internal rate of return. The proceeds
from the sale of these notes were applied to the purchase of 2014 Notes and loans due in 2014. The
increase in the market value of the 2014 Notes held by us generated a Ps.34 million positive
result.
Operating expenses in 2006 were Ps.10.5 million, of which the main items were: Ps.3.5 million
corresponding to the provision of the personal assets tax, Ps.2.2 of personnel expenses, and Ps.2.0
million of fees for services received.
During 2006, there was a reduction in the amortization of intangible assets, as in July and
August, goodwill generated by the acquisition of the equity interest in Galicia Warrants and
Sudamericana respectively, was fully amortized.
Insurance The insurance segment showed a consolidated net income of Ps.9.0 million for the
twelve-month period ended September 30, 2006. Galicia Seguros (merger of Galicia Vida and Galicia
Patrimoniales) recorded gains of Ps.11.8 million during that period. The consolidated net income of
Sudamericana mainly consisted of the following: (i) collection of premiums and additional fees for
Ps.23.5 million, (ii) net financial income for Ps.17.1 million, among which the income recorded on
account of Secured Loans for Ps.12.4 million stands out, and (iii) administrative expenses
amounting to Ps.11.2 million, of which approximately 61% corresponded to personnel expenses.
Other Grupo Businesses This segment, showing the results of Net Investment, Galicia Warrants
and Galval, posted a Ps.0.9 million net income. The results of this segment were attributable to
the positive net income of Galval (Ps.1.0 million) and Galicia Warrants (Ps.0.7 million), which was
partially offset by the Ps.0.8 million loss recorded by Net Investment. The positive result of
Galval was mainly generated by brokerage and custodial services fees.
The results of the segments relating to the breakdown of the Banks operations were as
follows:
Buenos Aires Metropolitan Branches and Rest of the Country Branches These two segments
recorded similar behaviors, with Ps.144.2 million and Ps.66.1 million of profits, respectively.
These segments net income was due to an increase in operating income, as a result of greater net
financial income and net income from services, partially offset by the establishment of loan loss
provisions and greater administrative expenses.
Net financial income in 2006 amounted to Ps.263.5 million for the Buenos Aires Metropolitan
Branches segment and to Ps.176.5 million for the Rest of the Country Branches segment, due to an
increase, in both cases, in their volume of operations. These increases were of 46.5% and 43.1%,
respectively, in the case of loans and 35.9% and 33.2%, respectively, in the case of deposits.
Net income from services in 2006 was Ps.231.0 for the Buenos Aires Metropolitan Branches
segment and Ps.147.8 million for the Rest of the Country Branches segment, 21.7% and 34.4% higher
than in 2005, respectively. For the segment of Buenos Aires Metropolitan Branches, the increases in
fees related to current accounts, collections, insurance (especially those associated to loans and
foreign trade) and credit cards. For the Rest of the Country Branches segment the most important
increases were in fees related to insurance, current accounts and to a lesser extent, to credit
cards and utility-bills and other collections.
Loan loss provisions in 2006 of the Buenos Aires Metropolitan Branches and Rest of the Country
Branches segments amounted to Ps.18.1 million and Ps.19.9 million, respectively.
Administrative expenses in 2006 were 31.2% and 39.2% higher than in 2005, respectively.
Personnel expenses in 2006 were 38.9% and 45.5% higher than in 2005, respectively, mainly as a
consequence of staff
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increases and the adjustment of salaries due to collective bargaining
agreements. The staff of these segments increased to 1,295 employees and 943 employees,
respectively. Most of the remaining administrative expenses components increased due to a higher
level of activity and to the increase in inflation during the year. The number of branches also
increased.
Head Office This segment recorded a Ps.430.9 million net loss during 2006, mainly as a
consequence of a net financial loss partially offset by lower administrative expenses.
The Ps.436.7 million net financial loss in 2006 was mainly due to the valuation of
public-sector assets in accordance with Communiqué A 3911 of the Argentine Central Bank, as
supplemented, to the negative net position in foreign currency and to the postponement of the
delivery of the Hedge Bond. It should be noted that this segment comprises substantially all of our
public-sector assets and liabilities along with all of the liabilities related to the Banks
restructured foreign debt and all of our liabilities with the Argentine Central Bank. As mentioned
in other parts of this document: (i) the foreign-currency matched portfolio generates a loss, since
the Boden 2012 Bonds accrues Libor while the cost of the restructured debt is higher, (ii) the
valuation of public-sector assets in accordance with Communiqué A 3911 implied a loss of Ps.198.4
million during 2006, thus being the main cause of the Banks loss for the year, and (iii) the
postponement of the delivery of the Hedge Bond implied carrying an asset denominated in US dollars
(two past due Boden 2012 Bonds coupons corresponding to the Hedge Bond) and a CER-adjusted
liability (two past due installments of the advance for the acquisition of the Hedge Bond). The
past due amount of the assets continued to be adjusted by the exchange rate fluctuations while the
past due amount of the liabilities continued to be adjusted by the CER (at a faster rate) and
stopped accruing the Libo rate and the 2% per annum interest rate, respectively, with the
corresponding prejudice. See Item 5. Results of Operations for the Fiscal Years Ended December 31,
2006, December 31, 2005 and December 31, 2004Financial Income and Results of Operations for the
Fiscal Years Ended December 31, 2006, December 31, 2005 and December 31, 2004Financial Expenses
and Results of Operations for the Fiscal Years Ended December 31, 2006, December 31, 2005 and
December 31, 2004Net Financial Income.
Net income from services in 2006 amounted to Ps.89.6 million, up 28.4% from 2005, mainly due
to the greater volume of operations. The segments operating expenses decreased 26.4%, as compared
to 2005, mainly due to the evolution of a variety of concepts, including, among others,
amortization of organization and development expenses and depreciation of premises and equipment.
The segments loan loss provisions in 2006 recorded a Ps.21.3 million profit, as a consequence
of the reversal of allowances for loan losses established in prior years. This profit was lower
than in 2005, as a result of the progress made during 2005 in the restructuring of our loan
portfolio and the remainder of a smaller amount of loans to be restructured in 2006.
Net other losses in 2006 amounted to Ps.2.8 million, mainly attributable to the deferral of
the amortization of amparo claims, as determined by the Argentine Central Bank and to loan
recoveries and net reversal of allowances for loan losses and for other contingencies.
Regional Credit Cards The segments net income in 2006 amounted to Ps.70.9 million, mainly
as a consequence of the greater operating income of the regional credit-card companies, which
reflected the effect of the expansion of their business, which was partially offset by higher
administrative expenses and by higher income taxes.
For the fourth consecutive year and boosted by the high growth of the economy as a whole and
of consumption in particular, during 2006, the regional credit-card companies continued to grow,
increasing their customer base, the loans granted to its customers and their network of branches,
thus generating very good economic results and exceeding all forecasts. In turn, the loan portfolio
quality maintained the strong levels of 2005, which resulted in an increase in allowances for loan
losses that reached Ps.53.2 million. As a result, net operating income in 2006 reached Ps.394.0
million, up 26.0% from the previous fiscal year.
Administrative expenses in 2006 amounted to Ps.263.8 million, 47.1% higher than in the
previous year, due to the opening of 10 new service centers and the expansion of operations with
the corresponding increase in staff, apart from the years inflation. Miscellaneous net income was
higher than that of the previous fiscal year, mainly
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due to the higher loan loss recoveries and the
slightly lower charge for income taxes, all of which implied a 12.3% increase in net income.
InternationalThis segment recorded a Ps.42.5 million profit in 2006, as a result, mainly, of
loan loss recoveries and miscellaneous income for Ps.28.2 million, attributable to Galicia Uruguay.
Other Financial Businesses This segment recorded a Ps.2.2 million net profit in 2006, mainly
attributable to the Ps.2.5 million profit from the Banks interest in Banelco S.A.
Other Equity Investments This segment recorded a Ps.16.8 million loss in 2006, mainly
attributable to the valuation allowance established to fully cover the investment in Aguas
Argentinas S.A., partly offset by profit generated by the sale of the Banks minority interests in
Inversora Nihuiles S.A. and Inversora Diamante S.A.
Results by Segments for the Fiscal Year Ended December 31, 2005
Grupo Financiero Galicia This segment posted a net loss of Ps.108.3 million in 2005, mainly
due to the forgiveness of US$43 million of subordinated negotiable obligations issued by Galicia
Uruguay, included under other losses (Ps.137.7 million). Operating expenses offset the net
financial income (Ps.12.9 million and Ps.9.9 million, respectively) but there was a Ps.32.4 million
income tax recovery. This recovery was the result of the write-off of the deferred tax liability
related to the income tax payable on the subordinated negotiable obligations issued by Galicia
Uruguay. Once the negotiable obligations were forgiven, the liability was also written-off. The
main items of operating expenses in 2005 were: Ps.3.7 million corresponding to the provision of the
personal assets tax, Ps.2.8 million of fees for services received and Ps.2.4 million of personnel
expenses.
Insurance The insurance segment showed a consolidated net income of Ps.11.2 million for the
twelve-month period ended September 30, 2005. Galicia Vida recorded a Ps.9.3 million profit. The
consolidated net income of Sudamericana mainly consisted of the following: (i) collection of
premiums and accrual of claims for Ps.12.5 million, (ii) net financial income for Ps.17.2 million,
(iii) administrative expenses amounting to Ps.11.6 million, of which approximately 61% corresponded
to personnel expenses, and (iv) net expenses from services for Ps.6.8 million, mainly generated by
acquisition fees paid to the Bank and to producers.
Other Grupo Businesses This segment, showing the results of Net Investment, Galicia Warrants
and Galval, posted a Ps.1.6 million net loss in 2005. The negative results of this segment were
attributable to Net Investment, which recorded a Ps.1.8 million loss. This was mainly due to the
performance of its operating subsidiaries, which generated a Ps.1.5 million loss from equity
investments. Galicia Warrants net income amounted to Ps.0.5 million, while Galvals recorded a
Ps.0.3 million net loss.
The results of the segments relating to the breakdown of the Banks operations were as
follows:
Buenos Aires Metropolitan Branches and Rest of the Country Branches These two segments
recorded similar behaviors in 2005, with Ps.84.0 million and Ps.45.1 million profits, respectively.
These segments net income in 2005 was due to an increase in operating income, as a result of
greater net financial income and net income from services, partially offset by the establishment of
loan loss provisions and greater administrative expenses.
Net financial income in 2005 amounted to Ps.158.2 million for the Buenos Aires Metropolitan
Branches segment and to Ps.106.4 million for the Rest of the Country Branches segment, due to an
increase, in both cases, in their average loans and deposits. These increases were of 35.2% and
32.1%, respectively, in the case of loans and 24.8% and 17.4%, respectively, in the case of
deposits.
Net income from services in 2005 was 19.4% and 28.4% higher than in 2004, for the Buenos Aires
Metropolitan Branches and the Rest of the Country Branches segments, respectively. This was mainly
the consequence, in both cases, of an increase in the volume of operations and in the fees of the
main transactional products, and of a greater number of deposit accounts.
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Loan loss provisions in 2005 of the Buenos Aires Metropolitan Branches and Rest of the Country
Branches segments amounted to Ps.14.0 million and Ps.1.2 million, respectively.
Administrative expenses in 2005 were 12.2% and 13.5% higher than in 2004, respectively, mainly
as a consequence of higher own and indirect personnel expenses, due to higher salaries and to staff
increases. The staff of these segments increased 4.6% and 5.8% in 2005, to 1,149 employees and 818
employees, respectively. Most of the remaining administrative expenses components increased due to
a higher level of activity and to the increase in inflation during 2005. The number of branches
practically did not vary.
Head Office This segment recorded a Ps.149.6 million net loss during 2005, mainly as a
consequence of net other losses, higher administrative expenses, and lower profits from reversals
of loan loss provisions, which were partially offset by higher net income from services and a
positive net financial income.
Net financial income in 2005, for Ps.11.3 million, was mainly due to the valuation of Bogar
Bonds holdings in accordance with Communiqué A 3911 of the Argentine Central Bank, as
supplemented, together with the higher net financial income due to the net CER adjustment related
to interest-earning assets and interest-bearing liabilities, given that all principal adjustment by
the CER was assigned to this segment. This income was partially offset by the increase of the
Banks debt securities cost and by the cost of other interest-bearing liabilities. See Item 5.
Results of Operations for the Fiscal Years Ended December 31, 2005, December 31, 2004 and December
31, 2003Financial Income and Results of Operations for the Fiscal Years Ended December 31,
2005, December 31, 2004 and December 31, 2003Financial Expenses.
Net income from services amounted to Ps.69.7 million in 2005, up 28.8% from the Ps.54.2
million of 2004, mainly due to the increase in fees on deposit accounts and to the greater volume
of operations in general. The segments administrative expenses increased 86.8% in 2005 as compared
to 2004, mainly due to an 80.6% increase in advertising and publicity expenses, which amounted to
Ps.67.9 million in 2005, and to Ps.37.6 million in 2004. This added to the impact on the remaining
administrative expenses of a higher activity level and an increase in inflation during the year.
The segments loan loss provisions recorded a Ps.80.9 million profit in 2005, as a consequence of
the reversal of allowances for loan losses established in prior years (the reversal of loan loss
provisions is shown in the loan loss provisions line). This profit was lower than in 2004, as a
result of the progress made during 2004 in the restructuring of the loan portfolio and the
remainder of a smaller amount of loans to be restructured in 2005. Net other losses in 2005
amounted to Ps.172.0 million, mainly attributable to the Ps.122.3 million loss from the
amortization of amparo claims.
Regional Credit Cards The segments net income amounted to Ps.63.1 million in 2005, lower
than the Ps.96.1 million recorded in the prior fiscal year, mainly as a consequence of the greater
operating income of the regional credit-card companies, which reflected the effect of the expansion
of their business, which was partially offset by higher administrative expenses and by higher
income taxes.
During 2005, the aggregate number of credit-card statements issued by the regional credit-card
companies increased 22%, and their average loan portfolio increased by 39.6% from 2004 average. The
segments net income in 2005 was 20.7% higher than in 2004, as a result of greater net financial
income and net income from services. It should be mentioned that income from services was affected
by the reduction in the fees charged to retailers, beginning in January 2005, that was provided for
by law, which was offset by greater business volume and by an increased net financial income.
Administrative expenses increased 42.9%, due to the opening of 22 new service centers and branches
and the expansion of operations to provinces in which the regional credit-card companies did not
have a presence before. Loan loss provisions remained low due to an improved asset quality
performance. Increased income taxes were due to the full use of tax credits by these companies in
2004.
InternationalThis segment recorded a Ps.278.1 million profit in 2005, as a result, mainly,
of net other income for Ps.195.4 million. This was mainly attributable to the Ps.124.3 million
profit resulting from our forgiveness of the subordinated negotiable obligations issued by Galicia
Uruguay.
Other Financial Businesses This segment recorded a Ps.3.5 million net profit, mainly
attributable to the Ps.2.2 million profit from the Banks equity interest in Banelco S.A.
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Other Equity Investments This segment recorded a Ps.0.02 million profit in 2005, reflecting
a Ps.0.02 million income from equity investments included under the item Other income/(Loss).
This amount mainly reflected losses for Ps.0.6 million and Ps.0.4 million, from the Banks equity
interest in Aguas Argentinas S.A. and Aguas Cordobesas S.A., and profits for Ps.0.6 million and
Ps.0.3 million from the Banks equity interest in Inversora Diamante SA. and Inversora Nihuiles
S.A., respectively.
Results by Segments for the Fiscal Year Ended December 31, 2004
Grupo Financiero GaliciaThis segment posted a net loss of Ps.16.3 million in 2004, mainly
due to a Ps.13.0 million income tax provision. This income tax provision was the result of the
appreciation of the value of the 2019 Notes issued by the Bank and held by us. Operating expenses
offset the net financial income (Ps.13.5 million and Ps.13.1 million, respectively) and the rest of
the negative result was due to other losses corresponding, mainly, to the depreciation of
intangible assets. The net financial income in 2004 was attributable to a Ps.6.6 million profit
corresponding to the return on our financial holdings, and a Ps.6.5 million profit due to a 1.4%
increase in the exchange rate, that affected our dollar-denominated assets. The main items of
operating expenses were: Ps.9.4 million corresponding to the provision of the personal assets tax,
Ps.1.1 million of fees for services received, and Ps.0.9 million of personnel expenses.
InsuranceThe insurance segment showed a consolidated income of Ps.4.2 million for the
twelve-month period ended September 30, 2004. Galicia Vida recorded a Ps.6.8 million profit in
2004, which was partially offset by the Ps.2.0 million loss recorded by Instituto de Salta Compañía
de Seguros de Vida S.A. The consolidated income of Sudamericana mainly consisted of the following:
(i) collection of premiums and accrual of claims for Ps.11.7 million, (ii) net financial income for
Ps.11.9 million attributable to gains resulting from CER adjustments and interest earned on
deposits, government securities and Secured Loans, (iii) administrative expenses amounting to
Ps.13.5 million, of which approximately 50% corresponded to personnel expenses, and (iv) net
expenses from services for Ps.4.7 million, mainly generated by acquisition fees paid to the Bank
and to producers.
Other Grupo BusinessesThis segment, showing the results of Net Investment and Galicia
Warrants, posted a Ps.2.1 million net loss in 2004. This negative result was attributable to Net
Investment. Galicia Warrants net income amounted to Ps.0.5 million, while Net Investment recorded
a Ps.2.6 million loss, mainly due to the performance of its operating subsidiaries, which generated
a Ps.2.1 million loss from equity investments.
The results of the segments relating to the breakdown of the Banks operations were as
follows:
Buenos Aires Metropolitan Branches and Rest of the Country BranchesIn aggregate, these two
segments, which recorded similar behaviors, showed a Ps.93.9 million profit in 2004 (Ps.57.6
million and Ps.36.3 million, respectively). These segments net profits were the consequence of
higher net financial income, net fee income and income from reversals of loan loss provisions,
which were partially offset by higher administrative expenses.
These segments net financial income reflected a recovery in average loans (the branches loan
portfolio is mainly comprised of loans to the private sector, which increased in average from
Ps.1,917.3 million to Ps.2,010.4 million for the two segments in the aggregate in 2004); and an
increase in average deposits from Ps.3,092.5 million to Ps.4,041.5 million. In addition, there was
an increase in the lending rates on the branches loan portfolio and a decrease in their cost of
funds (deposit interest rates).
As a consequence of the improvement in the quality of their loan portfolios, in 2004, the
branches reversed loan loss provisions established in prior fiscal years. Given that these
reversals are included in the loan loss provisions item, and that they were for amounts greater
than loan loss provisions, a profit was recorded in this item. This mainly reflected the improved
performance of the Argentine economy as a whole in the preceding two years.
Fee income in 2004 increased 17.4% when compared with the prior fiscal year, mainly due to a
greater volume of transactions and an increase in the prices of certain products during the last
quarter of 2004.
Administrative expenses in 2004 were up 15.0% from the prior fiscal year, mainly due to higher
personnel expenses. The majority of the remaining administrative expenses items decreased. The
number of branches at the
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end of fiscal year 2004 was 223 (compared to 226 as of December 31,
2003), which had 1,871 employees (compared to 1,837 employees as of December 31, 2003).
Head OfficeThis segment showed a Ps.252.1 million net loss in 2004, as a consequence of
significant net other losses and of a negative net financial income, partially offset by a
significant reversal of loan loss provisions and, to a lesser extent, by an increase in net fee
income and a decrease in administrative expenses.
The Ps.158.6 million net financial loss in 2004 was mainly attributable to the valuation of
the Banks portfolio of Bogar Bonds, External Notes and Secured Loans (recorded at the Head Office)
in accordance with the requirements of Argentine Central Banks Communiqué A 3911 as
supplemented. See Item 4. Information on the CompanySelected Statistical InformationGovernment
and Corporate SecuritiesValuation. Application of these valuation rules resulted in a Ps.193.3
million loss for the Bank in 2004, recorded as lower financial income. This loss was partially
offset by the increase in the Libo rate accrued by the Banks position in Boden 2012 Bonds, also
recorded in full at the Head Office. Although deposit cost decreased, this was not sufficient to
offset the increased cost of Argentine Central Bank borrowings (also recorded in whole at the Head
Office) of 269 basis points See Results of Operations for the Fiscal Years Ended December 31,
2005, December 31, 2004 and December 31, 2003Financial Expenses.
In 2004, this segments net income from services amounted to Ps.54.2 million, 11.7% higher
than in 2003. Head Office administrative expenses decreased 8.1% from the prior year as a
consequence of the Banks efforts to keep costs under control.
The Head Office provisions for loan losses recorded a Ps.169.4 million profit in 2004, as a
result of the reversal of loan loss reserves established in prior years. This reversal reflects the
progress made by the Bank in the restructuring of its commercial loan portfolio and the overall
improvement in loan portfolio quality.
Net other losses in 2004 amounted to Ps.242.4 million, mainly attributable to the Ps.121.0
million amortization of the deferred loss in connection with amparo claims and the establishment of
reserves for other contingencies.
Regional Credit CardsThis segment recorded net income of Ps.96.1 million in 2004, reflecting
the favorable effect on their results of operations of the sustained recovery of the Argentine
economy together with an improvement in operating efficiency and credit quality.
In 2004, the aggregate number of credit-card statements issued by the regional credit-card
companies increased by 22% and their loan portfolio increased by 33.7%, both as compared to the
previous year-end. Operating income of the regional credit-card companies in 2004 increased by
78.1% as compared to 2003, mainly attributable to a 69.1% increase in net financial income.
Administrative expenses in 2004 increased by 22.6%, to keep up with both the rising business
volumes and quality standards. This was achieved through the use of technology and a continuous
improvement in processes and organization, leading to efficiency gains and economies of scale.
Collection efforts in 2004 resulted in keeping delinquency rates at minimum historical levels.
In fact, arrears of more than 90 days represented only 3.26% of the aggregate portfolio at
year-end, a ratio that is lower than in prior years.
InternationalThis segment showed a Ps.126.3 million profit in 2004. This result was mainly
attributable to: (i) a Ps.190.4 million net financial income, which mainly reflected the gain at
the level of Galicia Uruguay generated by the repayment of restructured deposits with Boden 2012
Bonds at par, in the exchange offered to its depositors in early 2004 (this gain was eliminated in
the Overhead and Corporate Adjustments column, given that this transaction did not generate a
profit at the consolidated level) and (ii) a Ps.58.4 million net other income, mainly attributable
to the reversal of loan loss provisions. These profits were partially offset by Ps.86.7 million
loan loss provisions and Ps.20.5 million administrative expenses in 2004.
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Other Financial BusinessesThis segment showed a Ps.7.4 million net profit in 2004 mainly
attributable to the Ps.3.7 million net profit of Galicia Capital Markets S.A. (in liquidation) and
the Ps.1.8 million profit from our interest in Banelco S.A.
Other Equity InvestmentsThis segment showed a Ps.0.2 million profit in 2004 reflecting net
other income. The Other Income item showed the aggregate results generated by the Banks
interests in infrastructure and utility companies, mainly Aguas Cordobesas S.A., Caminos de las
Sierras S.A. and Inversora Nihuiles S.A.
Consolidated Assets
The structure and main components of our consolidated assets as of December 31, 2006, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2006 |
|
|
% |
|
|
2005 |
|
|
% |
|
|
2004 |
|
|
% |
|
|
|
(in millions of pesos, except percentages) |
|
Cash and due from banks |
|
Ps. |
2,294.8 |
|
|
|
9.7 |
|
|
Ps. |
1041.2 |
|
|
|
4.1 |
|
|
Ps. |
988.7 |
|
|
|
4.2 |
|
Government and corporate securities |
|
|
3,188.6 |
|
|
|
13.5 |
|
|
|
5,971.8 |
|
|
|
23.3 |
|
|
|
5,534.1 |
|
|
|
23.4 |
|
Loans |
|
|
10,514.6 |
|
|
|
44.5 |
|
|
|
10,555.2 |
|
|
|
41.2 |
|
|
|
8,438.2 |
|
|
|
35.7 |
|
Hedge Bond to be acquired |
|
|
401.3 |
|
|
|
1.7 |
|
|
|
4,155.0 |
|
|
|
16.2 |
|
|
|
4,732.3 |
|
|
|
20.0 |
|
Other receivables Argentine Central Bank |
|
|
1,733.3 |
|
|
|
7.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
5,501.6 |
|
|
|
23.3 |
|
|
|
3,912.5 |
|
|
|
15.2 |
|
|
|
3,957.3 |
|
|
|
16.7 |
|
|
|
|
Total |
|
Ps. |
23,634.2 |
|
|
|
100.0 |
% |
|
Ps. |
25,635.7 |
|
|
|
100.0 |
% |
|
Ps. |
23,650.6 |
|
|
|
100.0 |
% |
|
Of our Ps.23,634.2 million total assets as of December 31, 2006, Ps.23.464,9 million,
equivalent to 99.3%, corresponded to the Bank. The remaining 0.7% was attributable mainly to
Sudamericana on a consolidated basis (Ps.121.9 million). The composition of our assets shows an
increase in the participation of Cash and due from banks and of Loans to the detriment of
Government and corporate securities, and Hedge Bond to be acquired (Boden 2012 Bonds).
The item Cash and due from banks mainly included Ps.550.9 million of cash , Ps.1,494.7
million held at the Argentine Central Bank and Ps.247.8 held in correspondent banks. The balance
held at the Argentine Central Bank and a portion of cash, are computable for meeting the minimum
cash requirements set by the Argentine Central Bank and explained under Item 5. Operating and
Financial Review and ProspectsItem 5B. Liquidity and Capital ResourcesLiquidity.
Our holdings of government and corporate securities as of December 31, 2006 amounted to
Ps.3,188.6 million, of which Ps.3,188.3 million were government securities. Our holdings of
government and corporate securities are shown under Item 4. Information on the CompanySelected
Statistical InformationGovernment and Corporate Securities.
Our total net loans amounted to Ps.10,514.6 million, of which Ps.10,466.2 million corresponded
to the Bank and the remaining amount to Secured Loans held by Sudamericana. For more information on
the Banks loan portfolio, see Item 4. Information on the CompanySelected Statistical
InformationLoan Portfolio.
In addition, as of December 21, 2006, we recorded under Other Receivables Resulting from
Financial Brokerage, the Boden 2012 Bonds corresponding to the Hedge Bond pending receipt,
representing compensation for the asymmetric pesification, for Ps.401.3 million. See Item 4.
Information on the CompanySelected Statistical InformationGovernment and Corporate Securities
and Item 4. Information on the CompanyGovernment RegulationCompensation to Financial
Institutions.
The item Other receivables Argentine Central Bank, recorded in the balance sheet under
Other Receivables Resulting from Financial Brokerage caption, corresponded to the proceeds from
the sale of Secured Loans made during December 2006, which were applied to the advanced settlement
of part of the financial assistance from the Argentine Central Bank on January 3, 2007.
-120-
The Other assets item mainly corresponded to the following items recorded in the balance
sheet under Other Receivables Resulting from Financial Brokerage, unless otherwise noted:
|
|
|
Ps.974.0 million of forward purchases of Boden 2012 Bonds in connection with
repo transactions. |
|
|
|
|
Ps.896.8 million recorded under Bank Premises and Equipment, Miscellaneous Assets
and Intangible Assets, excluding from the latter the deferred losses from amparo claims. |
|
|
|
|
Ps.714.1 million of forward purchases of Discount Bonds in Pesos in connection with
repo transactions. |
|
|
|
|
Ps.571.6 million corresponding to our holdings of debt securities and participation
certificates issued by the Galtrust I Financial Trust, resulting from the securitization of
loans to the provincial public sector in late 2000. |
|
|
|
|
Ps.367.3 million recorded as an intangible asset, which reflected losses due to the
difference between the amount paid to depositors (the deposits original contractual
amount, collected by depositors in US dollars or at the free market exchange rate) as a
consequence of amparo claims, and the amount established by the pesification rules
(conversion at the Ps.1.40 per US dollar exchange rate, plus CER adjustment and interest),
net of the accumulated amortization, plus the amount of deferred amortization. |
|
|
|
|
Ps.357.1 million corresponding to holdings of the participation certificate in and debt
securities of the special fund (referred to as the Special Fund Former Almafuerte Bank)
jointly formed by the Bank with other private-sector banks in order to facilitate the
recovery of the assets of former Almafuerte Bank. |
|
|
|
|
Ps.236.7 million corresponding to participation certificates in and debt securities of
different financial trusts. |
|
|
|
|
Ps.206.2 million corresponding to Assets under Financial Leases. |
|
|
|
|
Ps.138.2 million corresponding to balances deposited at the Argentine Central Bank as
guarantees in favor of clearing houses. |
Exposure to the Argentine Public Sector
The following table shows our total net exposure to the Argentine public sector as of December
31, 2006. This exposure mainly consisted of exposure of the Bank.
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(in millions of pesos) |
|
Net Position in Government Securities |
|
Ps. |
4,832.7 |
|
|
Ps. |
6,041.0 |
|
|
|
|
Trading and Investment Accounts |
|
|
164.3 |
|
|
|
462.0 |
|
Fiscal Credit Certificates |
|
|
|
|
|
|
34.5 |
|
Boden 2012 Bonds (Compensatory Bond) |
|
|
3,582.9 |
|
|
|
987.9 |
|
Bogar Bonds |
|
|
366.5 |
|
|
|
3,823.3 |
|
Discount Bonds and GDP-Linked Units |
|
|
719.0 |
|
|
|
733.3 |
|
|
|
|
Loans |
|
Ps. |
2,846.7 |
|
|
Ps. |
5,341.7 |
|
|
|
|
Financial Sector |
|
|
107.4 |
|
|
|
105.9 |
|
Secured Loans |
|
|
2,739.3 |
|
|
|
5,235.8 |
|
|
|
|
Other Receivables Resulting from Financial Brokerage |
|
Ps. |
1,218.6 |
|
|
Ps. |
5,031.8 |
|
|
|
|
Boden 2012 Bonds (Hedge Bond) |
|
|
401.3 |
|
|
|
4,155.0 |
|
Trusts Certificates of Participation and Securities |
|
|
817.3 |
|
|
|
876.8 |
|
|
Total Assets (1) |
|
Ps. |
8,898.0 |
|
|
Ps. |
16,414.5 |
|
|
Liabilities with the Argentine Central Bank |
|
Ps. |
3,026.0 |
|
|
Ps. |
8,611.9 |
|
|
Net Exposure |
|
Ps. |
5,872.0 |
|
|
Ps. |
7,802.6 |
|
|
|
|
|
Does not include deposits with the Argentine Central Bank, which constitute one of the
items by which the Bank complies with the Argentine Central Banks minimum cash
requirements. |
As of December 31, 2006, our total exposure to the public sector amounted to Ps.8,898.0
million compared to Ps.16,414.5 million at the close of the previous fiscal year, which represented
a 45.8% decrease during the year. This decrease was mainly due to the sale of Bogar Bonds and
Secured Loans, and to the use of the proceeds of those sales and of Bogar Bonds to settle debt with
the Argentine Central Bank.
-121-
Our net exposure to the public sector amounted to Ps.5,872.0 million at fiscal year end,
compared to Ps.7,802.6 million at the end of the previous year, with a 24.7% decrease.
Pursuant to item 12 of Communiqué A 3911 of the Argentine Central Bank and supplementary
regulations, as from January 2006, a financial institutions total exposure to the non-financial
public sector cannot exceed 40% of the respective total assets and, as from July 2007, it cannot
exceed 35% of said assets. We submitted a plan in order to comply with said rule, which was
approved by the Argentine Central Bank on February 26, 2006. As of this date, we are in compliance
with the guidelines committed in said plan.
Off-Balance Sheet Arrangements
Our off-balance sheet risk mainly arises from the Banks activities.
In the normal course of business, the Bank is a party to financial instruments with
off-balance sheet risk in order to meet the financing needs of its customers. These instruments
expose us to credit risk in addition to amounts recognized in our consolidated balance sheets.
These financial instruments include commitments to extend credit, standby letters of credit,
guarantees granted and acceptances.
Commitments to Extend Credit, Stand-By Letters of Credit and Guarantees Granted
Guarantees granted are surety guarantees in connection with transactions between two parties.
Standby letters of credit and guarantees granted are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party. Acceptances are conditional commitments
for foreign trade transactions.
Commitments to extend credit are agreements to lend to a customer at a future date, subject to
meeting certain contractual terms. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, total commitment amounts do not necessarily represent actual
future cash requirements. We evaluate each customers creditworthiness on a case-by-case basis.
We use the same credit policies in making commitments, conditional obligations and guarantees
as we do for granting loans. In the opinion of management, our outstanding commitments and
guarantees do not represent unusual credit risk.
Our exposure to credit loss in the event of non-performance by the other party to the
financial instrument for commitments to extend credit, standby letters of credit, guarantees
granted and acceptances is represented by the contractual notional amount of those investments.
Our credit exposure related to these items as of December 31, 2006, is summarized below:
|
|
|
|
|
|
|
December 31, |
|
|
2006 |
|
|
(in millions of pesos) |
Commitments to extend credit |
|
Ps. |
624.8 |
|
Standby letters of credit |
|
|
129.0 |
|
Guarantees granted |
|
|
123.8 |
|
Acceptances |
|
|
35.4 |
|
|
In addition to the above commitments, as of December 31, 2006, purchase limits available
for credit-card holders amounted to Ps.8,316.3 million.
The credit risk involved in issuing letters of credit and granting guarantees is essentially
the same as that involved in extending loan facilities to customers. In order to grant guarantees
to its customers, we may require counter guarantees. As of December 31, 2006, these counter
guarantees, classified by type, were as follows:
-122-
|
|
|
|
|
|
|
December 31, |
|
|
2006 |
|
|
(in millions of pesos) |
Preferred counter guarantees |
|
Ps. |
32.8 |
|
Other counter guarantees |
|
|
21.6 |
|
|
See note 28 to our audited consolidated financial statements.
We account for checks drawn on us and other financial institutions, as well as other items in
the process of collection, such as notes, bills and miscellaneous items, in memorandum accounts
until the related item clears or is accepted. In managements opinion, the risk of loss on these
clearing transactions is not significant. The amounts of clearing items in process as of December
31, 2006, were as follows:
|
|
|
|
|
|
|
December 31, |
|
|
2006 |
|
|
(in millions of pesos) |
Checks drawn on the Bank |
|
Ps. |
163.0 |
|
Checks drawn on other banks |
|
|
187.4 |
|
Bills and other items for collection |
|
|
1,184.4 |
|
|
With respect to fiduciary risk, we act as trustee of trust agreements to guarantee
obligations arising from various contracts between the parties. As of December 31, 2006, the trust
funds amounted to Ps.715.0 million.
In addition, we hold securities in custody, which as of December 31, 2006 amounted to
Ps.6,109.3 million.
See note 28 to our audited consolidated financial statements.
Securitization of Assets
In the normal course of business, our operating subsidiaries (the Bank and the regional
credit-card companies) use the securitization of assets as a source of funding. The securitization
of assets basically involves a company transferring assets to a trust and the trust funding the
purchase by issuing securities that are sold to third parties. A trust is a special-purpose entity,
not an operating entity; typically, a trust is set up for the single purpose of completing the
securitization transaction, has a limited life and no employees. Trust securities can be publicly
offered, which is the case in those financial trusts in which the Bank or the regional credit-card
companies acted as trustor.
See notes 33 to our audited financial statements for a description of the outstanding trusts
as of December 31, 2006.
In addition, as part of the plan to restore our capitalization and liquidity, the Galicia
Mortgage Loans Financial Trust and the Galicia Financial Trust were created in May 2002. In January
2005, the Galicia Mortgage Loans Financial Trust was terminated in advance. In respect of the
Galicia Financial Trust, Banco de la Provincia de Buenos Aires is the beneficiary and BAPRO
Mandatos y Negocios S.A. is the trustee. We transferred to the trust Ps.108 million of Secured
Loans originated from loans granted to provincial governments and received in exchange Ps.81
million in cash and Ps.27 million in certificates of participation. As of December 31, 2006, we
held certificates of participation totaling Ps.58.2 million.
On January 17, 2007, an agreement for the establishment of the Galicia Personales IV
financial trust was entered into, by the Bank, acting as trustor and administrator, and Deutsche
Bank S.A. acting as financial trustee. We transferred to the trust a portfolio of personal loans in
the amount of Ps100.0 million. On January 30, 2007, the trust issued debt securities for a face
value of Ps.93.0 million and participation certificates for a face value of Ps.7.0 million.
-123-
On April 13, 2007, an agreement for the establishment of the Galicia Personales V financial
trust was entered into by the Bank, acting as trustor and administrator, and Deutsche Bank S.A.
acting as financial trustee. We transferred to the trust a portfolio of personal loans in the
amount of Ps.150.0 million. On April 24, 2007, the trust issued debt securities for a face value
of Ps.139.5 million and participation certificates for a face value of Ps.10.5 million..
Funding
Traditionally, we have had three main sources of funding, besides net collected income (mostly
financial and from services): private-sector deposits, loans from international banks and
multilateral credit agencies, and medium and long-term debt securities placed in the international
capital market. Another source of funding stemmed from repo transactions, mainly with government
securities.
In 2006, our main source of funding was proceeds from the sale of public-sector assets
(Ps.4,309.5 million, including principal, interest and CER adjustment). Apart from net collected
income (financial and from services),
our other main sources of funds were the net increase in deposits (Ps.2,357.7 million,
including principal, interest and CER adjustment) and repo transactions of government securities
(Ps.813.0 million, including principal, interest and CER adjustment). The securitization of loans
has been a growing source of funding in comparison with previous fiscal years. During fiscal year
2006, funds for Ps.369.7 million were generated by the securitization of loans granted by the Bank
on an individual basis, and funds for Ps.315.4 million were generated by the securitization of
regional credit-card companies loan portfolios.
Funds from the sale of public-sector assets were applied mostly to the settlement of
liabilities owed to the Argentine Central Bank.
Below is a breakdown of our funding as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
(in millions of pesos) |
|
Deposits (1) (2) |
|
Ps. |
10,779.4 |
|
|
Ps. |
8,421.7 |
|
|
Ps. |
6,756.9 |
|
|
Debt (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Argentine Central Bank |
|
|
|
|
|
|
|
|
|
|
|
|
Financial assistance |
|
|
2,688.7 |
|
|
|
5,314.9 |
|
|
|
5,707.0 |
|
Advance for the acquisition of the Hedge Bond |
|
|
336.8 |
|
|
|
3,296.6 |
|
|
|
2,720.7 |
|
International banks and credit agencies |
|
|
870.5 |
|
|
|
784.6 |
|
|
|
789.3 |
|
Repos |
|
|
1,033.5 |
|
|
|
220.5 |
|
|
|
223.7 |
|
Domestic financial institutions |
|
|
287.7 |
|
|
|
227.9 |
|
|
|
199.2 |
|
Debt securities (1) |
|
|
3,676.0 |
|
|
|
3,569.6 |
|
|
|
3,802.5 |
|
|
|
|
Total (1) |
|
|
8,893.2 |
|
|
|
13,414.1 |
|
|
|
13,442.4 |
|
|
Shareholders Equity |
|
|
1,608.5 |
|
|
|
1,626.8 |
|
|
|
1,519.5 |
|
|
Total Funding |
|
Ps. |
21,281.1 |
|
|
Ps. |
23,462.6 |
|
|
Ps. |
21,718.8 |
|
|
|
|
|
(1) |
|
Includes accrued interest and exchange differences payable, as well as the CER adjustment where applicable. |
|
(2) |
|
Includes Reprogrammed Deposits with amparo claims. In 2004, also includes Cedros. |
The 2001-2002 crisis changed the composition of our funding, with its main consequences
being the recording of liabilities with the Argentine Central Bank and the reduction of the
participation of deposits in our total liabilities. In 2006, deposits again became the main
component of our funding. In 2005, the relative weight of the liabilities with the Argentine
Central Bank decreased and that of deposits increased.
As of December 31, 2006, deposits represented 50.7% of our funding, up from 35.9% as of
December 31, 2005, and 31.1% at the end of 2004. Our deposit base increased 28.0 % in 2006 and
24.6% in 2005. The increase in 2006 was the result of an increase in time deposits and in
transactional deposits (deposits in current and savings accounts). In 2005, most of the increase
was due to the increase in transactional deposits. All of the growth was due
-124-
to private-sector
deposits raised by the Banks Argentine operation. For more information on deposits, see Item 4.
Information on the CompanySelected Statistical InformationDeposits.
As of December 31, 2006, the financial assistance from the Argentine Central Bank decreased in
relative and absolute terms from the levels as of the end of the prior years, representing 12.6% of
our funding, down from 22.6% as of December 31, 2005 and 26.3% as of December 31, 2004. On March 2,
2007, the Bank settled all of its debt for financial assistance with the Argentine Central Bank and
currently has no debt with such entity.
The financial assistance from the Argentine Central Bank, for Ps.2,688.7 million as of
December 31, 2006 (principal plus CER adjustment and interest), reflects debt with this entity due
to financial assistance incurred as a consequence of the 2001-2002 crisis. This liability was
restructured in 2004 in accordance with Decree No.739/03 and Decree No.1262/03, as a liability to
be amortized in 92 monthly installments of principal and interest beginning in March 2004, with
principal adjusted by CER and an annual interest rate of 3.5% on adjusted principal.
In December 2004, the Argentine Central Bank set forth a system through which financial
institutions could make advance payments on Argentine Central Banks financial assistance, in which
funds were applied to the settlement of future installments at their contractual maturity date.
During 2005, we made payments under this system for Ps.211.9 million, equivalent to 6 future
installments, of which Ps.153.6 million were pending application at the end of fiscal 2005. In
addition, since March 2004, we made all of the monthly payments set forth in the
repayment schedule we had submitted and, in October 2005, an additional Ps.450 million were
settled. During 2006, the monthly payments established by such schedule, totaled Ps.480.4 million,
and, during such year and using the proceeds of the sale of public-sector assets, we settled in
advance Ps.2,550.4 million of this financial assistance.
The Advance for the acquisition of the Hedge Bond item, for Ps.336.8 million (principal, CER
adjustment and interest) as of December 31, 2006, refers to the advance from the Argentine Central
Bank for the acquisition of the remaining Hedge Bond (Boden 2012 Bonds for US$116.8 million of face
value). The decrease in 2006 in the balance of this liability as compared to the amount outstanding
as of the close of the prior fiscal year was due to the partial settlement carried out on December
1, 2006, in cash and by using public sector assets (mainly Bogar Bonds) granted as collateral for
the settled portion of such advance.
Due to the above-mentioned settlements, in 2006, the balance of our debt with the Argentine
Central Bank decreased by Ps.5,586.0 million. This explains the reduction in the percentage of that
debt in our total liabilities.
In the past, we have also funded our operations through the issuance of debt securities,
mainly dollar-denominated debt securities issued in the international capital markets. Funds raised
in the capital markets are an important part of our liabilities. Our debt securities amounted
(principal and interests) to Ps.3,676.0 million as of December 31, 2006, compared to Ps.3,569.6
million and Ps.3,802.5 million outstanding as of December 31, 2005 and December 31, 2004,
respectively. Of our debt securities for (only principal) Ps.3,587.0 million at the end of fiscal
year 2006, Ps.3,123.5 million corresponded to US dollar-denominated debt pursuant to the following
breakdown (principal only):
|
|
|
Ps.118.4 million in negotiable obligations issued by the Bank in Argentina as part of the
restructuring of the liabilities of its former New York Branch, a process that took place in
2002. |
|
|
|
|
Ps.157.7 million in negotiable obligations issued by Galicia Uruguay to restructure its
deposits, securities that were issued either in connection with the original restructuring
or the exchange offers subsequently made by Galicia Uruguay to its customers. |
|
|
|
|
Ps.942.0 million and Ps.1,083.8 million in 2010 and 2014 Notes, respectively, and
Ps.777.6 million in subordinated negotiable obligations maturing in 2019, all of them issued
in 2004 and corresponding to new debt of the Bank resulting from the foreign debt
restructuring completed in May of said year. |
|
|
|
|
Ps.30.5 million in negotiable obligations maturing in 2007, issued by Tarjeta Naranja
S.A. (III Class) in 2006. |
|
|
|
|
Ps.13.5 million in foreign debt past due, included in our 2004 debt restructuring, the
holders of which did not participate in such restructuring. |
The difference with the total, for Ps.463.5 million, corresponds to debt in pesos for
negotiable obligations of the regional credit-card companies.
-125-
The net increase in the debt securities outstanding as of December 31, 2006, compared to the
amount as of December 31, 2005, mainly reflects payments made on the 2007 Notes and the 2010 Notes.
In addition, the Ps.318.7 million increase in the balance of peso-denominated negotiable
obligations from the balance as of the close of the prior fiscal year is attributable, mainly, to
the issuance of the Clase IV Negotiable Obligations by Tarjeta Naranja S.A.
The decrease in the debt securities outstanding as of December 31, 2005, compared to the
amount as of December 31, 2004, mainly reflected: (i) payments made in accordance with the
restructuring schedule on the negotiable obligations issued by Galicia Uruguay to restructure its
deposits, (ii) the exchange of such negotiable obligations for cash and Boden 2012 Bonds in the
offer carried out by Galicia Uruguay in 2005, and (iii) payments on the 2007 Notes issued by the
Bank, in Argentina, to restructure the debt of its former New York Branch.
For more information on our debt securities outstanding, see Contractual Obligations
below.
We also traditionally funded our operations with credit lines from international banks and
credit agencies. As of December 31, 2006, such borrowings amounted to Ps.870.5 million,
representing dollar-denominated debt subject to foreign law. Of this total, considering principal
only, Ps.706.0 million represented debt of the Bank in
Argentina which restructuring was completed in May 2004, Ps.9.9 million corresponded to debt
of the former New York Branch restructured in 2002, Ps.79.2 million corresponded to an IFC loan
granted in 2005, and Ps.49.1 million corresponded to trade loans.
Credit lines from banks and international agencies increased to Ps.870.5 million at the end of
2006, from Ps.784.6 million as of December 31, 2005 and Ps.789.3 million as of December 31, 2004.
In addition, in 2006, 2005 and 2004, we generated funds through the securitization and sale of
on-balance sheet and off-balance sheet loans, for an aggregate amount (included credit cards
companies) of Ps.684.8 million, Ps.478.1 million, and Ps.246.6 million, respectively.
Ratings
On February 6, 2006, based on the progress achieved by the Bank in strengthening its balance
sheet, increasing financial intermediation with the private sector, improving the quality of assets
and recovering its operating and bottom-line profitability, the Banks short-term debt rating was
raised to raA1 from raA2 by Standard & Poors. The medium and long term debt rating remained at
raA.
In addition, after the close of the fiscal year, on February 5, 2007, Standard & Poors
reviewed the Banks rating outlook from stable to positive. In its report, the rating agency
said that the change in the outlook reflects our expectations of a potential upgrade of the Banks
ratings as a consequence of the improvement in the Banks medium term operating results, following
the significant repayment of debt with the Argentine Central Bank and the subsequent reduction in
the cost of funding and that it also incorporates Standard & Poors expectations of an increase
of the Banks capitalization as a result of the forthcoming stock offering.
On March 27, 2007, Standard & Poors upgraded the Banks long-term debt rating to raA+ from
raA, and the Banks subordinated debt rating to raA from raA-, with a stable trend. The
short-term debt rating remained at raA1.
Our debt obligations do not have an international rating.
Program for Debt Issuance
The Bank has a Global Program outstanding for the issuance and re-issuance of non-convertible
negotiable obligations, subordinated or non-subordinated, adjustable or non-adjustable, secured or
unsecured, with a tenor from 30 days to up to the current permitted maximum (30 years), for a
maximum outstanding face value during the period of the Program, of up to Ps.1.0 billion or
US$342,500. The term of the program is for five years commencing on the
-126-
date of approval by the
CNV. The program was approved by the CNV through Resolution No. 15,228 dated November 4, 2005. As
of the date of this annual report, no debt had been issued under the program.
Contractual Obligations
In connection with our operating activities, we enter into certain contractual obligations.
The following table shows the principal amounts of our contractual obligations and their
contractual interest rates as of December 31, 2006.
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Annual |
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|
|
|
|
Less than |
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1 to 3 |
|
3 to 5 |
|
Over 5 |
|
|
Maturity |
|
Interest Rate |
|
Total |
|
1 Year |
|
Years |
|
Years |
|
Years |
|
Banco Galicia: |
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Bonds |
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|
|
|
|
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|
|
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|
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|
|
|
|
Floating Rate Notes Due 2010 (1) (3) (4) |
|
|
2010 |
|
|
Libor + 350 b.p. |
|
Ps. |
986.3 |
|
|
Ps. |
313.4 |
|
|
Ps. |
538.3 |
|
|
Ps. |
134.6 |
|
|
|
|
|
Step-Up Notes Due
2014 (1) (3) (5) |
|
|
2014 |
|
|
|
5.0 |
% |
|
|
1,111.3 |
|
|
|
27.5 |
|
|
|
|
|
|
|
481.7 |
|
|
|
602.1 |
|
Subordinated Notes Due
2019 (1) (6) |
|
|
2019 |
|
|
|
11.0 |
% |
|
|
777.6 |
|
|
|
39.4 |
|
|
|
|
|
|
|
|
|
|
|
738.2 |
|
9% Notes Due 2003 (7) |
|
|
2003 |
|
|
|
9.0 |
% |
|
|
19.8 |
|
|
|
19.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
7.875% Notes Due 2007 (2) (8) |
|
|
2007 |
|
|
|
7.9 |
% |
|
|
76.7 |
|
|
|
76.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
7th Series Floating Rate Notes Due 2007 (2) (8) |
|
|
2007 |
|
|
Libor + 400 b.p. |
|
|
45.9 |
|
|
|
45.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
Floating Rate Loans Due
2010 (1) (3) (4) |
|
|
2010 |
|
|
Libor + 350 b.p. |
|
|
130.8 |
|
|
|
41.5 |
|
|
|
71.4 |
|
|
|
17.9 |
|
|
|
|
|
Floating Rate Loans Due
2014 (1) (3) (5) |
|
|
2014 |
|
|
Libor + 85 b.p. |
|
|
258.2 |
|
|
|
8.3 |
|
|
|
|
|
|
|
111.1 |
|
|
|
138.8 |
|
Floating Rate Loans Due
2019 (1) (9) |
|
|
2019 |
|
|
Libor + 578 b.p. |
|
|
42.8 |
|
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
40.4 |
|
Step-Up Loans Due
2014 (1) (3) (5) |
|
|
2014 |
|
|
|
5.0 |
% |
|
|
298.3 |
|
|
|
7.5 |
|
|
|
|
|
|
|
129.2 |
|
|
|
161.6 |
|
Other Financial Loans |
|
Various |
|
Various |
|
|
60.2 |
|
|
|
46.6 |
|
|
|
10.6 |
|
|
|
3.0 |
|
|
|
|
|
IFC Financial Loan |
|
Various |
|
Libor + 350 b.p. |
|
|
79.8 |
|
|
|
58.9 |
|
|
|
15.3 |
|
|
|
2.8 |
|
|
|
2.8 |
|
BICE Loans (Pesos) |
|
Various |
|
CER + 4.0% |
|
|
30.8 |
|
|
|
22.9 |
|
|
|
7.9 |
|
|
|
|
|
|
|
|
|
BICE Loans (Dollars) (10) |
|
Various |
|
|
7.2 |
% |
|
|
15.5 |
|
|
|
6.3 |
|
|
|
9.2 |
|
|
|
|
|
|
|
|
|
Short-Term Interbank Loans |
|
|
2007 |
|
|
|
8.7 |
% |
|
|
100.0 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentine Central Bank Financial Assistance (11) |
|
|
2011 |
|
|
CER + 2.0% |
|
|
2,688.7 |
|
|
|
468.6 |
|
|
|
2,220.1 |
|
|
|
|
|
|
|
|
|
Argentine Central Bank Advance for the
Acquisition of the Hedge Bond (12) |
|
|
2012 |
|
|
CER + 2.0% |
|
|
336.8 |
|
|
|
144.3 |
|
|
|
77.0 |
|
|
|
77.0 |
|
|
|
38.5 |
|
Loan from Sedesa (13) |
|
|
2007 |
|
|
Libor + 300 b.p. |
|
|
198.8 |
|
|
|
198.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Peso-Denominated Loan from FFRE (14) |
|
|
2008 |
|
|
CER + 8.0% |
|
|
8.7 |
|
|
|
4.4 |
|
|
|
4.3 |
|
|
|
|
|
|
|
|
|
Dollar-Denominated Loan from FFRE (14) |
|
|
2008 |
|
|
|
8.1 |
% |
|
|
14.2 |
|
|
|
7.1 |
|
|
|
7.1 |
|
|
|
|
|
|
|
|
|
Repos (Pesos) (15) |
|
|
2007 |
|
|
Various |
|
|
524.5 |
|
|
|
524.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Repos (Dollars) (15) |
|
|
2007 |
|
|
Various |
|
|
509.0 |
|
|
|
509.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Galicia Uruguay: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Negotiable Obligations (16) |
|
Various |
|
Various |
|
|
158.6 |
|
|
|
27.5 |
|
|
|
60.7 |
|
|
|
70.4 |
|
|
|
|
|
|
Tarjetas Regionales S.A.: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Loans with Local Banks |
|
Various |
|
Various |
|
|
142.2 |
|
|
|
120.2 |
|
|
|
22.0 |
|
|
|
|
|
|
|
|
|
Negotiable Obligations |
|
Various |
|
Various |
|
|
499.9 |
|
|
|
151.9 |
|
|
|
194.0 |
|
|
|
154.0 |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
Ps. |
9,115.4 |
|
|
Ps. |
2,973.4 |
|
|
Ps. |
3,237.9 |
|
|
Ps. |
1,181.7 |
|
|
Ps. |
1,722.4 |
|
|
|
|
|
Principal and interest. Includes the CER adjustment, where applicable. |
|
(1) |
|
Issued in 2004 as part of the restructuring of the foreign debt of the Banks Head Office and its Cayman Branch. |
|
(2) |
|
Issued in 2002 as part of the restructuring of the debt of the Banks former New York Branch. |
|
(3) |
|
Interest payable in cash, semiannually, on January 1 and July 1 of each year, beginning on July 1, 2004. |
|
(4) |
|
Principal amortizes semiannually, on January 1 and July 1 of each year, beginning on July 1, 2006, in eight equal installments of 12.5% of principal at issuance or incurrence, until maturity on January 1,2010,
when the remaining 12.5% is due. |
|
(5) |
|
Principal amortizes semiannually, on January 1 and July 1 of each year, beginning on January 1, 2010, in eight equal installments of 11.11% of principal at issuance or incurrence, until maturity, when the
remaining 11.12% is due. The rate increases 1% on January 1 of each year, until reaching 7% on January 1, 2008. |
|
(6) |
|
Interest paid in cash: 6% per annum from January 1, 2004 until (but not including) January 1, 2014, payable semiannually, on January 1 and July 1 of each year, beginning on July 1, 2004. Unless the notes are
previously redeemed, the annual interest rate will increase to 11% per annum from that date until (but not including) January 1, 2019. Interest paid in additional subordinated negotiable obligations due 2019: 5% per
annum from January 1, 2004, to be paid on January 1, 2014 and January 1, 2019. Principal amortizes in full on January 1, 2019, unless the notes are previously redeemed at par plus accrued but unpaid interest, in
whole or in part, at the Banks option, at any time after the 2010 Notes and the 2014 Notes have been repaid in full and, otherwise, in accordance with the terms of the agreements governing such notes. |
|
(7) |
|
The balance represents debt not tendered by its holders to the exchange offered by the Bank to restructure its foreign debt, which was completed in May 2004. |
|
(8) |
|
Interest payable in cash, semiannually, in February and August of each year, beginning in February 2003. Principal amortizes in three equal annual installments, beginning on August 3, 2005, until maturity. |
-127-
|
|
|
(9) |
|
Interest payable in cash: Libor+78 basis points, per annum from January 1, 2004, until (but not including) January 1, 2014, payable semiannually, on January 1 and July 1 of each year, beginning on July 1, 2004.
Unless the loans are previously redeemed, the annual interest rate will increase to Libor+578 basis points per annum from that date until (but not including) January 1, 2019. Also pays interest in additional
subordinated loans, due 2019: 5% per annum from January 1, 2004, to be paid on January 1, 2014 and January 1, 2019. Principal amortizes in full on January 1, 2019 unless the loans are previously redeemed at part plus
accrued interest and additional amounts, if any, in whole or in part at the Banks option, in accordance with the terms of the agreements governing such loans. |
|
(10) |
|
Includes: US$2.0 million of principal at incurrence that accrue Libor+400 basis points, with principal and interests payable in 48 equal installments on the 5th of every month, beginning in November 2003 until
October 2007, and US$10.0 million of principal at incurrence accruing Libor+550 basis points, with interests payable semiannually, in May and November of each year, and. principal amortizing in 9 semiannual
installments, beginning in May 2005 until May 2009. |
|
(11) |
|
Amortization of principal adjusted by the CER. This liability was paid in full as of March 2, 2007. |
|
(12) |
|
The terms and conditions of the advance from the Argentine Central Bank to acquire the Hedge Bond were established by Decree No. 905/02. Principal adjusted by the CER amortized in 8 equal and annual installments
in August of each year, beginning in 2005, until August 2012. Interest was payable in August and February of each year, beginning in August 2002. This liability was extinguished after the close of fiscal year 2006
with the acquisition of the Hedge Bond through a swap for Secured Loans.. |
|
(13) |
|
Granted in 2002 as part of the Galicia capitalization and liquidity plan. |
|
(14) |
|
FFRE : Fondo Fiduciario para la Reconstrucción de Empresas. |
|
(15) |
|
Includes premiums. |
|
(16) |
|
Issued in 2002 as part of the restructuring of Galicia Uruguays deposits. Includes: |
|
|
|
2% Negotiable Obligations Due 2011: principal amortizes in 9 equal annual installments in September of each year, beginning in September 2003, the first 2 installments of 15% of principal, and the
remaining 7 of 10% of principal. Interest payable annually in September of each year, beginning in September 2003. |
|
|
|
|
Floating Rate (Libor+300 basis points, and a 7% cap) Negotiable Obligations Due 2011: principal amortizes in 3 annual installments in December of each year, beginning in December 2009, the first 2
installments of 30% of principal, and the remaining one of 40% of principal. Interest payable semiannually in June and December of each year, beginning in December 2003. |
|
|
|
|
2% Negotiable Obligations Due 2008: principal amortizes in 3 annual installments in December of each year, beginning in December 2006, the first 2 installments of 30% of principal, and the remaining
one of 40% of principal. Interest payable semiannually in June and December of each year, beginning in December 2003. |
Other Commitments
As a shareholder of the water-supply concessionaires in Argentina, the Bank had guaranteed
their compliance with certain obligations arising from the concession contracts signed by Aguas
Argentinas S.A., Aguas Provinciales de Santa Fe S.A (in liquidation) and Aguas Cordobesas S.A. In
addition, the Bank and the other shareholders had committed, in certain circumstances, to provide
financial support to these companies if they were unable to fulfill the commitments they had
undertaken with various international financial institutions. As of December 31, 2006, only the
commitment related to Aguas Cordobesas S.A. was outstanding.
With respect to Aguas Cordobesas S.A., the Bank, as a shareholder and proportionally to its
10.833% interest, is jointly responsible, before the Province of Córdoba, for contractual
obligations under the concession contract during the entire term. Should any of the other
shareholders fail to comply with the commitments arising from their joint responsibility, the
province may force the Bank to assume the unfulfilled commitment, but only in the proportion and to
the extent of the interest held by the Bank.
In the case of Aguas Provinciales de Santa Fe S.A. (which is currently in liquidation), it is
worth noting that in its meeting held on January 13, 2006, the shareholders approved the early
dissolution and liquidation of the company. The Bank voted against this decision because it deemed
it contrary to the corporate interests of the company, and requested the calling of a new meeting
to reactivate and capitalize the company thus allowing its continuity. On January 31, 2006, Decree
No. 243 issued by the government of the Province of Santa Fe terminated the concession contract
alleging a concessionaires default, derived from the dissolution of the company decided by the
majority shareholders during the above-mentioned shareholders meeting. As from March 2006, the
Bank has fully provisioned its exposure to this company.
In connection with Aguas Argentinas S.A., after a long negotiation process, on March 21, 2006,
the Government decided to rescind the concession contract with this company alleging a
concessionaires default. As a result of this measure, Aguas Argentinas S.A. defaulted and
requested the commencement of a reorganization process under the provisions of Section 5 and
subsequent sections of Law No. 24,522 (analogous to a Chapter 11 reorganization under the U.S.
Bankruptcy Code) before the Argentine commercial courts. On March 9, 2006, the Bank cancelled the
commitments undertaken with international financial institutions by purchasing the credits these
institutions held against Aguas Argentinas S.A., thus extinguishing the guarantees granted in
connection with those loans. The acquisition price was approximately 25% lower than the guaranteed
amount. As from June 2006, the investment in said company has been fully provisioned. See note 3 to
our audited consolidated financial statements.
-128-
Other Commitments Operating Leases
As of December 31, 2006, we leased certain properties used as a part of our distribution
network. The estimated future lease payments in connection with these properties is as follows:
|
|
|
|
|
|
|
In millions of pesos (1) |
|
2007 |
|
|
21.0 |
|
2008 |
|
|
25.7 |
|
2009 |
|
|
28.6 |
|
2010 |
|
|
31.1 |
|
2011 |
|
|
33.9 |
|
2012 and after |
|
|
37.0 |
|
|
Total |
|
Ps. |
177.3 |
|
|
|
|
|
(1) |
|
Future lease payments include the CER adjustment until December 31, 2006, only. |
Critical Accounting Policies
We believe that the following are our critical accounting policies, as they are important to
the portrayal of our financial condition and results of operations and require our most difficult,
subjective and complex judgment and the need to make estimates about the effect of matters that are
inherently uncertain.
Allowance for Loan Losses
Banco Galicias allowance for loan losses is maintained in accordance with Argentine Central
Bank rules. Under such rules, a minimum allowance for loan losses is calculated primarily based
upon the classification of Banco Galicias commercial loan borrowers and upon delinquency aging (or
the number of days the loan is past due) for Banco Galicias individual loan borrowers (including
commercial loans of less than Ps.500,000). Although we are required to follow the methodology and
guidelines for determining the minimum loan loss allowance as set forth by the Argentine Central
Bank, we are allowed to establish additional allowances for loan losses. The determination of the
allowance for loan losses requires a significant degree of judgment.
For commercial loans, we are required to classify all of Banco Galicias commercial loan
borrowers. In order to perform the classification, we must consider the management and operating
history of the borrower, the present and projected financial situation of the borrower, the
borrowers payment history and ability to service the debt, the capability of the borrowers
internal information and control systems and the risk in the sector in which the borrower operates.
We apply the minimum loss percentages required by the Argentine Central Bank to Banco Galicias
commercial loan borrowers based on the loan classification and the nature of the collateral, or
guarantee in respect of the loan. In addition, based on the overall risk of the portfolio, we
consider whether or not additional loan loss reserves in excess of the minimum required are
warranted.
For Banco Galicias consumer loan portfolio, we classify loans based upon delinquency aging,
consistent with the requirements of the Argentine Central Bank. Minimum loss percentages required
by the Argentine Central Bank are also applied to the totals in each loan classification.
Other Receivables Resulting from Financial Brokerage and Miscellaneous Receivables
We carry other receivables resulting from financial brokerage and miscellaneous receivables
net of allowances for uncollectible amounts. Our judgment regarding the ultimate collectibility is
performed on an account-by-account basis and considers our assessment of the borrowers ability to
pay based on factors such as the borrowers financial condition, past payment history, guarantees
and past-due status.
Minimum Presumed Income Tax
-129-
The Bank has recognized the minimum presumed income tax accrued as of December 31, 2006 and
December 31, 2005 and paid in prior years as an asset as of December 31, 2006, December 31, 2005,
and December 31, 2004, respectively, because we expect to be able to compute it as a payment on
account of income tax in future years. Recognition of this asset arises from the ability to
generate sufficient taxable income in future years to absorb the asset before it expires.
Managements determination of the likelihood that deferred tax assets can be realized is
subjective, and involves estimates and assumptions about matters that are inherently uncertain. The
realization of deferred tax assets arises from levels of future taxable income and the achievement
of tax planning strategies. Underlying estimates and assumptions can change over time, influencing
our overall tax positions, as a result of unanticipated events or circumstances.
Goodwill
Goodwill is carried at cost less accumulated amortization. The carrying amount of goodwill is
analyzed for impairment based on estimates of future undiscounted cash flows generated by the
business acquired. The estimate of future cash flows requires complex management judgment.
U.S. GAAP Critical Accounting Policies
Additional information in connection with critical accounting policies for U.S. GAAP purposes
follows.
Allowance for Loan Losses
The allowance for loan losses represents the estimate of probable losses in the loan
portfolio. Determining the allowance for loan losses requires significant management judgments and
estimates including, among others, identifying impaired loans, determining customers ability to
pay and estimating the fair value of underlying
collateral or the expected future cash flows to be received. Actual events are likely to
differ from the estimates and assumptions used in determining the allowance for loan losses.
Additional provisions for loan losses could be required in the future.
Fair Value Estimates
A portion of our assets is carried at fair value, including trading and available for sale
securities. As of December 31, 2006, approximately Ps.5,479.4 million of our assets were recorded
at fair value and mainly included available-for-sale securities and retained interests in assets
transferred to financial trusts.
The fair value of a financial instrument is defined as the amount at which the instrument
could be exchanged in a current transaction between willing parties, other than in a forced or
liquidation sale. The majority of our assets reported at fair value are based on quoted market
prices, which provide the best indication of fair value. If quoted market prices are not available,
we discount the expected cash flows using market interest rates which take into account the credit
quality and duration of the investment.
The degree of managements judgment involved in determining the fair value of a financial
instrument is dependent upon the availability of quoted market prices. When observable market
prices and parameters do not exist, managements judgment is necessary to estimate fair value, in
terms of estimating the future cash flows, based on variable terms of the instruments and the
credit risk and in defining the applicable interest rate to discount those cash flows.
As of December 31, 2006, our assets fair valued using discounted cash flows techniques
amounted to Ps.1,028.2 million and mainly included retained interests in financial trusts.
Impairment of Assets Other Than Loans
Certain assets, such as goodwill and equity investments are subject to an impairment review.
Asset impairment charges require considerable judgment and are recorded when market value declines
below the carrying value, for declines other than temporary, or where the cost of the asset is
deemed to not be recoverable.
-130-
Goodwill impairment exists when the fair value of the reporting unit to which the goodwill is
allocated is not enough to cover the book value of its assets and liabilities and the goodwill. The
fair value of the reporting units is estimated using discounted cash flow techniques. The sustained
value of the majority of the goodwill is supported ultimately by revenue from our banking and
credit-card businesses. A decline in earnings as a result of a lack of growth, or our inability to
deliver cost-effective services over sustained periods, could lead to a perceived impairment of
goodwill, which would be evaluated and, if necessary, recorded as a write-down in our consolidated
income statement. On an annual basis, or as circumstances dictate, management reviews goodwill and
evaluates events or other developments that may indicate impairment in the carrying amount. The
evaluation methodology for potential impairment is inherently complex and involves significant
management judgment in the use of estimates and assumptions. These estimates involve many
assumptions, including the expected results of the reporting unit, an assumed discount rate and an
assumed growth rate for the reporting unit.
The fair value of equity investments is determined using discounted cash flow techniques. This
technique involves complex management judgment in terms of estimating the future cash flows of the
companies and in defining the applicable interest rate to discount those cash flows.
Deferred Tax Asset Valuation Allowance
Deferred tax assets and liabilities are recorded for the estimated future tax effects of
temporary differences between the carrying amounts of assets and liabilities recorded for
accounting and tax reporting purposes and for the future tax effects of net operating loss
carryforwards. We had a significant amount of deferred tax assets as of December 31, 2006, 2005 and
2004. Recognition of those deferred tax assets is subject to managements judgment based on
available evidence that realization is more likely than not and they are reduced, if necessary, by
a valuation reserve. Managements judgment on the likelihood that deferred tax assets can be
realized is subjective and involves
estimates and assumptions about matters that are inherently uncertain. This judgment involves
estimating future taxable income and the timing at which the temporary differences between book and
taxable income will be reversed. Underlying estimates and assumptions can change over time,
influencing our overall tax positions, as a result of unanticipated events or circumstances.
Based on the generation of significant tax losses until fiscal year 2004, and the uncertainty
with respect to the generation of taxable income in the near term, a valuation reserve on the net
deferred tax assets, except those associated with certain of our subsidiaries for which realization
is more certain than not, was recognized in 2004 and 2005.
During 2006, the Bank received 90.8% of the Hedge Bond and settled the related advance granted
by the Argentine Central Bank in cash and with government securities. Additionally, the Bank
prepaid financial assistance granted by the Argentine Central Bank mainly using the proceeds of the
sale of Secured Loans and government securities. As a result, the Bank substantially reduced the
differences between Argentine Banking GAAP and U.S. GAAP and its corresponding deferred tax effect.
We
had significant accumulated tax loss carryforwards as of December 31,
2006. Based on the analysis performed on the realizability of the tax
loss carryforwards, it seems that we will recover only a portion of
the future net operating tax loss carryforwards with future taxable
income. Therefore, the remaining portion of the net operating tax
loss carryforwards and presumed minimum income tax is more likely
than not to be recovered in the carryforward period and hence a
valuation allowance was provided against this amount.
In the event that all of our net deferred tax assets in the future become realizable under
U.S. GAAP, an adjustment to our deferred tax assets would be credited to income tax expense in the
period the determination was made.
Assets Not Recognized Under U.S. GAAP
Under Financial Accounting Standards Board Statement of Financial Accounting Concepts No. 6,
Elements of Financial Statements, assets are defined as ... probable future economic benefits
obtained or controlled by an
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entity as a result of past transactions or events. In addition, one
of the three essential characteristics of an asset is that an entity can obtain the benefit and can
control others access to it. Determining if a company has control of an asset involves in certain
cases some judgment.
The right to purchase the Hedge Bond as of December 31, 2005 and 2004, was not considered an
asset, as the Bank could not obtain the benefit of the Hedge Bond given that the transaction had
not been approved by the Argentine Central Bank and the Bank had not remitted funds to the
Argentine Central Bank. The liability under U.S. GAAP was not recognized until the Bank actually
entered into the financing arrangement. As of December 31, 2006, the Hedge Bond pending receipt and
the related advance was accounted for at fair value, as an option contract in accordance with SFAS
133.
As of December 31, 2006, 2005 and 2004, under Argentine Banking GAAP, the Bank had recorded
under Intangible Assets the difference arising from the reimbursement of Reprogrammed Deposits at
the market exchange rate pursuant to amparo claims and the carrying value of these deposits. The
receivable for differences related to amparo claims does not represent an asset under U.S. GAAP.
Financial Guarantees
Pursuant to Decree No.1836/02 and the Argentine Central Bank Communiqué A 3828, the Bank
entered into the exchange offer to exchange Reprogrammed Deposits certificates, or Cedros, for
Boden 2005, 2006, 2012 and 2013 Bonds. The Boden Bonds offered to the holders of the Cedros were
dollar-denominated unsecured Argentine Government bonds. As part of the restructuring, the Bank was
required to guarantee the payment of the Boden Bonds to the holders of the Cedros at a price equal
to Ps.1.40 per US$1.00 adjusted by applying the
accumulated CER from February 3, 2002 to the expiration date of the Boden Bonds. The price
cannot exceed the Argentine peso per US$ free exchange rate at the expiration date of the Boden
Bonds.
Under U.S. GAAP, effective January 1, 2003, we adopted FAS Interpretation No. 45. As a result,
we recognized a liability for the fair value of the obligations assumed. If the fair value of the
obligations assumed changes, we might have a significant impact in our results.
Securitizations
Under U.S. GAAP, there are two key accounting determinations that must be made relating to
securitizations. A decision must be made as to whether a transfer would be considered a sale under
U.S. GAAP, resulting in the transferred assets being removed from our consolidated balance sheet
with a gain or loss recognized. Alternatively, the transfer would be considered a secured
borrowing, resulting in recognition of a liability in our consolidated balance sheet. The second
key determination to be made is whether the securitization entity must be consolidated and be
included in our consolidated balance sheet or whether such entity is sufficiently independent that
it does not need to be consolidated.
If the securitization entitys activities are sufficiently restricted to meet certain
accounting requirements in order to be considered a qualifying special-purpose entity (QSPE), the
securitization entity is not consolidated by the seller of the transferred assets. Additionally,
under FASB Interpretation No. 46, if securitization entities other than QSPEs meet the definition
of a variable interest entity (VIE), we must evaluate whether it is the primary beneficiary of the
entity and, if so, must consolidate it. Most of our securitization transactions meet the criteria
for sale accounting and non-consolidation.
During 2006, 2005 and 2004, we participated in securitization transactions for Ps.787.5
million, Ps.575.4 million and Ps.162.5 million, respectively, of which Ps.91.3 million in 2005 and
Ps.90.0 million in 2004 were not considered sales and consolidated in the consolidated financial
statements.
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Principal Trends
Related to the Argentine Economy and Financial System
In the last four years, the Argentine economy has grown at rates exceeding 8%. We expect such
high growth to continue in the near future. This expectation is based on a favorable international
economic context in general and on the strong fundamentals of the Argentine economy, together with
the performance recorded by the economy in 2007 up to the date of this annual report. We also
expect economic activity in Argentina to expand at a rate exceeding 7% in 2007 and, for 2008, we
expect certain deceleration in the pace of economic growth, although this growth would continue to
be high.
High economic growth across all sectors of the economy has favored financial activity, both
financial intermediation and the provision of financial services, based on increasing demand. This
higher demand was a result of the greater level of economic activity but, also, of the improvement
in real salaries experienced in the last two years and the decrease in unemployment that has been
recorded since the economy resumed growth in the middle of 2002. We expect these trends to continue
in the near future, although a greater than expected inflation would have the opposite effect.
With respect to the Argentine economys fundamentals, we expect the Government to continue to
show a primary surplus, which we believe will be of between 3.5% and 3.8% of GDP in 2007. It should
be noted, however, that the recent reform of the pension system which allowed pensioneers to
migrate from the private pension funds (AFJPs) system to the public system accounts for
approximately 1% of such surplus.
After the devaluation in 2002, there was an overshooting of the exchange rate, which has
subsequently tended to decrease in real terms. We expect this trend to continue through the
increase in domestic prices, as has
happened in the last two years. This relative prices trend, together with a strong aggregate
demand, explains the increasing trend recorded by domestic prices. We expect inflation in 2007 and
in 2008 to be substantially similar to that recorded in 2006. It should be noted that, even though
inflation has increased in the last few years, it has remained substantially steady.
With respect to the financial industry, as noted, after the 2001-2002 crisis, economic growth
has translated into a sustained significant increase in levels of activity, with total
private-sector deposits in the financial system having increased more than 130% between March 31,
2007 and September 30, 2002, and total loans of the financial system to the private sector having
increased more than 160% between the same dates. However, financial penetration in Argentina,
measured in terms of total financial systems private-sector deposits and loans as a percentage of
the GDP, remains low when compared with international levels and with past levels recorded in
Argentina, especially in the case of loans to the private sector. These loans represented
approximately 11.4% of the GDP at the end of 2006, as compared to approximately 23.3% at the end of
1999. In turn private-sector deposits represented approximately 18.6% of GDP at the end of 2006,
compared to 25.9% in 2000. We believe that the financial systems activity levels will continue
increasing at high rates, based on the trend for overall high economic growth and, also, on the
increase in the degree of financial penetration in Argentina, which should tend to levels more
similar to those experienced before the 2001-2002 crisis. In this context, in 2007, total
private-sector deposits in the Argentine financial system and total loans of the financial system
to the private sector could increase at rates similar to those recorded in 2006.
The Argentine financial system has experienced significant consolidation after the 2001-2002
crisis and, as a long-term trend, since the 1980s. In addition, the financial systems recent
growth and its current growth prospects have generated increased competition from all of the banks
operating in Argentina. Consolidation and high competition are likely to continue in the near
future.
-133-
Related to Us
After the 2001- 2002 crisis, the financial system as a whole was left with a low yielding high
exposure to the public sector, and a very low exposure to the private sector, both in absolute
terms and relative to historical levels.
As explained herein under Results of Operations for the Fiscal Years Ended December 31,
2006, December 31, 2005 ad December 31, 2004Financial IncomeFiscal Year 2006 compared to Fiscal
Year 2005, and under Results of Operations for the Fiscal Years Ended December 31, 2006,
December 31, 2005 and December 31, 2004Net Financial Income, our net financial income has been
negatively impacted by the adjustments to the valuation of our exposure to the public sector
mandated by Argentine Central Banks valuation rules, as well as by the delay in the delivery to
the Bank of the Boden 2012 Bonds corresponding to the Hedge Bond, and the negative margin on our
matched foreign currency position generated by the low yield of the Boden 2012 Bonds. As a result,
our net financial income continues to be historically low, both in absolute terms and relative to
our other main source of income (net income from services), although it has recorded a growing
trend if considered without giving effect to the adjustments noted.
Our strategy for increasing our recurring operating profitability is to achieve a significant
and sustained increase in the volume of our intermediation business with the private sector. Being
able to maintain a high growth rate in lending to the private sector depends, among other things
but to a large extent, on the continuity of the current environment of sustained and high overall
growth of the Argentine economy, as well as on the availability of funding and capital.
In 2006 and in the first months of 2007, we have taken significant steps towards the
strengthening of our financial condition by reducing our exposure to the public sector and repaying
in advance all of the Banks debt for financial assistance received from the Argentine Central
Bank. After the full delivery to us, in April 2007, of the
Boden 2012 Bonds corresponding to the Hedge Bond and having fully repaid the financial
assistance from the Argentine Central Bank in the first quarter of 2007, the Boden 2012 Bonds have
become fully available to us, and the public-sector assets granted as collateral for such
assistance (Secured Loans) have been released and have also become
fully available. As a result, a significant amount of public-sector
assets are currently available
to be applied to the business. This, together with the repurchase of foreign-currency restructured
loans maturing in 2010 and in 2014, enhances our earnings generation capacity going forward.
Also, the Bank has announced a capital increase of up to 100 million shares as described under
Item 4. Information on the CompanyHistoryCapital Increase Approved by the Shareholders
Meeting Held on October 11, 2006. The completion of this step will provide the necessary capital
for the Bank to continue to expand its financial intermediation business at a competitive rate.
In addition, we have experienced significant across-the-board expansion in activity levels, a
growing funding availability, mainly derived from a growing deposit base, as well as increased
exposure to the private sector and greater market shares, all of which is expected to continue in
the context of a growing economy.
In such a context, we expect that our financial income will increase, mainly tied to
significant increases in the volume of intermediation with the private sector.
We also expect that our net income from services will continue to benefit from the current
growth environment and continue to increase in the short term.
Our administrative expenses should also grow, corresponding to a greater level of activity,
geographical expansion and inflation. However, the increase should remain below that of operating
income.
Non-recurring financial losses could be incurred from the realization or from the
mark-to-marking of certain of our public-sector assets. However, we do not expect to incur further
losses from the valuation of public-sector assets in accordance with Argentine Central Bank
valuation rules (Communiqué A 3911 and complementary rules), beyond those experienced in the
first quarter of 2007, unless there is a substantial increase in
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market interest rates (which would
reduce the present value at which we carry our portfolio of Secured Loans, in accordance to
applicable valuation rules).
We expect, however, to resume experiencing losses in 2007 from the amortization of deferred
losses from amparo claims, which amortization had been suspended and deferred in 2006, in
accordance with Argentine Central Bank rules issued in December 2005.
Item 5B. Liquidity and Capital Resources
Liquidity
We generate our net earnings/losses from our operating subsidiaries, including Banco Galicia,
our main operating subsidiary. Until 2001, the Bank was the primary source of funds available to us
in the form of dividends.
The Banks dividend-paying ability was impaired since late 2001 by the effects of the
Argentine economic crisis on its liquidity and income-generation capacity. In addition, there are
other restrictions on the Banks ability to pay dividends resulting from applicable Argentine
Central Bank rules and the loan agreements entered into by the Bank as part of its foreign
debt restructuring. See Item 8. Financial InformationDividend Policy and DividendsDividend
Policy.
We have not received dividends from the Bank since October 2001. See Item 8. Financial
InformationDividend Policy and DividendsDividends.
The extent to which a banking subsidiary may extend credit or otherwise provide funds to a
holding company is limited by Argentine Central Bank rules. For a description of these rules, see
Item 4. Information on the CompanyArgentine Banking System and RegulationArgentine Banking
RegulationLending Limits.
Our current policy is to retain earnings to pay for our operating expenses, on a stand-alone
basis, and to support the growth of certain of our businesses. As of December 31, 2006, on a
non-consolidated basis, we had cash and due from banks in the amount of Ps.0.13 million and
short-term investments for Ps.338.4 million.
As of December 31, 2006, we held US$107.0 million of face value of 2014 Notes and US$4.3
million of face value of 2019 Notes, both issued by the Bank in 2004. As of December 31, 2005 we
held US$97.4 million of face value of subordinated negotiable obligations maturing 2019 issued by
the Bank in exchange for the 149 million preferred shares issued by us in connection with the
Banks foreign debt restructuring. During May 2006, we sold in the market most of our holdings of
those securities and used the proceeds to purchase 2014 Notes.
On a stand-alone basis, we do not have any financial debt outstanding.
Each of our subsidiaries is responsible for its own liquidity management. For a discussion of
the Banks liquidity management, see Banco Galicia (Unconsolidated) Liquidity Management below.
As of December 31, 2006, on a consolidated basis, we had Ps.2,294.8 million in available cash
(defined as total cash on hand and cash equivalents).
Management believes that in 2007 we will fund our cash needs arising from capital expenditures
and financial commitments with the cash derived from our operations.
Consolidated Cash Flows
Our consolidated statements of cash flows were prepared using the measurement methods
prescribed by the Argentine Central Bank, but in accordance with the presentation requirements of
SFAS No. 95, Statement of Cash Flows. See our consolidated cash flow statements as of
and for the fiscal years ended December 31, 2006, December 31, 2005, and December 31, 2004,
included in this annual report.
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At the end of fiscal year 2006, our available cash (and cash equivalents) had increased in the
amount of Ps.1,253.7 million from the Ps.1,041.2 million of available cash (and cash equivalents)
at the end of the prior fiscal year, representing an increase of 120.4%. At the end of fiscal year
2005, our available cash (and cash equivalents) had increased in the amount of Ps.52.5 million from
the Ps.988.7 million of available cash (and cash equivalents) at the end of the prior fiscal year,
representing an increase of 5.3%.
Our cash generation increased significantly in fiscal years 2006 and 2005, as compared with
the prior years, respectively. Funds provided by operating activities and among financing
activities, principally deposit taking, increased significantly in the two fiscal years, as
compared with the prior years, respectively. In 2006 and 2005, we generated increasing amounts of
cash from operating activities and from financing activities, through the sale of public-sector
assets or from proceeds on such assets.
With respect to the use of cash, in both years, the funds generated as mentioned above were
used to make payments on liabilities for increasing amounts, especially on debt with the Argentine
Central Bank, which payments reached Ps.4,034.7 million in 2006 and allowed the full repayment of
such debt in early 2007. We have also made increasing payments on our restructured foreign debt.
Both in 2006 and 2005, funds were also used to extend more credit to the private sector than
in the prior years, even though in 2006 there was a net decrease in loans. This was mainly the
result of the fact that the increase in loans to the private sector was more than offset by the
decrease in loans to the public sector.
The table below summarizes the information of our consolidated statements of cash flows for
the three fiscal years ended December 31, 2006, which is also discussed in more detail below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
(in millions of pesos) |
|
Funds at the beginning of the fiscal year |
|
Ps. |
1,041.2 |
|
|
Ps. |
988.7 |
|
|
Ps. |
826.2 |
|
|
Funds provided (used) by operating activities |
|
|
4,190.3 |
|
|
|
856.0 |
|
|
|
(221.1 |
) |
|
|
|
- Funds provided by the sale of or proceeds from government securities |
|
|
2,962.8 |
|
|
|
907.0 |
|
|
|
91.6 |
|
- CER adjustment |
|
|
891.9 |
|
|
|
(484.8 |
) |
|
|
(26.5 |
) |
- Other |
|
|
335.6 |
|
|
|
433.8 |
|
|
|
(286.2 |
) |
|
|
|
Funds provided (used) by investment activities |
|
|
(1,640.6 |
) |
|
|
(767.5 |
) |
|
|
(240.2 |
) |
|
|
|
- Funds to repay debt with the Argentine Central Bank (1) |
|
|
(1,733.3 |
) |
|
|
|
|
|
|
|
|
- Net increase/decrease in loans |
|
|
297.6 |
|
|
|
(628.3 |
) |
|
|
(112.4 |
) |
Loans to the private sector |
|
|
(623.8 |
) |
|
|
(634.9 |
) |
|
|
(112.4 |
) |
Loans to the public sector |
|
|
921.4 |
|
|
|
6.6 |
|
|
|
|
|
- Other |
|
|
(204.9 |
) |
|
|
(139.2 |
) |
|
|
(127.8 |
) |
|
|
|
Funds provided (used) by financing activities |
|
|
(1,302.4 |
) |
|
|
(41.4 |
) |
|
|
618.3 |
|
|
|
|
- Net increase in deposits |
|
|
1,894.3 |
|
|
|
1,696.3 |
|
|
|
1,415.0 |
|
- Funds provided/used by repos |
|
|
934.4 |
|
|
|
(259.1 |
) |
|
|
261.7 |
|
- Funds raised by the regional credit card companies |
|
|
418.0 |
|
|
|
179.2 |
|
|
|
(107.2 |
) |
- Payments on long-term debt |
|
|
(656.5 |
) |
|
|
(301.5 |
) |
|
|
(207.6 |
) |
- Payments on long-term debt by Galicia Uruguay |
|
|
(30.5 |
) |
|
|
(117.0 |
) |
|
|
(183.0 |
) |
- Payments on debt with the Argentine Central Bank |
|
|
(4,034.7 |
) |
|
|
(1,170.0 |
) |
|
|
(453.8 |
) |
- Other |
|
|
172.6 |
|
|
|
(69.3 |
) |
|
|
(106.8 |
) |
|
|
|
Effect of exchange rate on cash and cash equivalents |
|
|
6.4 |
|
|
|
5.4 |
|
|
|
5.3 |
|
|
Funds at the end of the fiscal year |
|
Ps. |
2,294.9 |
|
|
Ps. |
1,041.2 |
|
|
Ps. |
988.7 |
|
|
|
|
|
(1) |
|
Recorded under Other Receivables Resulting from Financial Brokerage as of Dec.31, 2006. |
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Fiscal Year 2006
To explain the variation in our available cash, we first determine the amount of funds
provided/used by operating activities, and then the amount of funds provided/used by investing
activities and by financing activities:
Funds provided (used) by Operating Activities: To determine the amount of funds
provided/used by operating activities, all income statement items that did not imply a use of funds
(decrease of cash) and all income statement items not representing an origin of funds (increase of
cash) were added and subtracted, respectively, from the Ps.18.9 million net loss for fiscal year
2006. Items not representing a decrease in cash were: i) depreciation of bank premises and
equipment and miscellaneous assets and amortization of intangibles assets, for Ps.92.9 million, and
ii) loan loss provisions, net of reversals, for Ps.80.9 million.
In addition, net income had to be adjusted for items generating cash movements. Therefore, the
following amounts were added: (i) a Ps.1,902.8 million increase in cash in connection with
government securities, which mainly represented proceeds from sales of Bogar Bonds and monthly
coupons of principal and interest on those bonds (excluding the CER adjustment) for Ps.1,254.1
million, and a Ps.582.5 million decrease in the Banks holdings of Lebac and Nobac from the prior
year, (ii) a Ps.1,071.3 million increase in cash from other assets, mainly attributable to proceeds
from Boden 2012 Bonds, for Ps.1,126.2 million (past due amortization and interest coupons of Boden
2012 Bonds recorded under Other Receivables Resulting from Financial Brokerage as of the end of
fiscal year 2005, corresponding to the portion of the Hedge Boden 2012 Bonds that was pending
receipt as of that date and was delivered to us in late 2006, and therefore began to be recorded
under Government Securities as of December 31, 2006, plus amortization and interest coupons of
Boden 2012 Bonds sold under agreements to repurchase), (iii) a Ps.891.9 million increase in cash
associated to the net CER adjustment, mainly corresponding to the principal adjustment of
public-sector assets that were sold, (iv) a Ps.162.3 million increase in cash in connection with
debt with retailers of the regional credit-card companies, and (v) Ps.7.2 million of other results.
All of these adjustments to the Ps.18.9 million net loss for fiscal year 2006 add up to a
total of Ps.4,190.3 million of cash generated by operating activities.
Funds provided (used) by investing activities: In fiscal year 2006 investing
activities meant the net use of cash in the amount of Ps.1,640.6 million, mainly attributable to
the effect of:
(i) a Ps.1,769.3 million net use of cash resulting mainly from an increase in the item
Other Receivables Resulting from Financial Brokerage-Argentine Central Bank, of which
Ps.1,733.3 million was used in January 2007 to settle debt with the Argentine Central Bank,
(ii) a Ps.297.6 million net increase in cash as a result of the net decrease in the Banks
loan portfolio resulting from the sale of Secured Loans, which more than offset the net
increase in loans to the private sector, and
(iii) a Ps.196.3 million net use of cash applied to bank premises and equipment,
miscellaneous and intangible assets (mainly representing payments of deposits pursuant to
amparo claims).
Funds provided (used) by financing activities: In fiscal year 2006 financing
activities meant the net use of cash in the amount of Ps.1,302.4 million, mainly attributable to:
|
(i) |
a Ps.1,894.3 million increase in cash generated by the increase in deposits, |
|
|
(ii) |
a Ps.934.4 million increase in cash generated by repo transactions (repurchase
agreements), |
|
|
(iii) |
a Ps.418.0 million increase in long term credit facilities, representing funds
obtained by the regional
credit-card companies, |
|
|
(iv) |
a Ps.687.0 million net use of cash applied to payments on long-term
liabilities, mainly corresponding to: (a) payments of interest on restructured debt for
Ps.326.2 million, (b) payments of principal amortization on the 2007 Notes for Ps.118.5
million, (c) payments by the regional credit-card companies on their negotiable
obligations for Ps.178.9 million, and (d) settlement by Galicia Uruguay of restructured
debt, for Ps.30.5 million, and |
|
|
(v) |
a Ps.3,856.8 million net use of cash mainly attributable to: (a) payments on
short-term borrowings, mainly on the financial assistance from the Argentine Central
Bank, for Ps.2,665.0 million (including both scheduled payments and amounts settled in
advance), and on the advance from such entity for the acquisition of the Hedge Bond for
Ps.1,369.7 million, (b) an increased extension of short-term call |
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|
|
|
loans to local banks
for Ps.75.5 million and (c) an increase in financing from the IFC for Ps.64.0 million. |
Of the total Ps.4,190.3 million of cash generated by operating activities, Ps.1,640.6 million
were used by investing activities, Ps.1,302.4 million were used by financing activities, and
Ps.1,247.3 million were left. Adding this amount, plus Ps.6.4 million for quotation differences, to
the Ps.1,041.2 million of cash available at the end of fiscal year 2005, the Ps.2,294.8 million
amount of cash available at the end of fiscal year 2006 is obtained.
Fiscal Year 2005
Funds provided (used) by Operating Activities: To determine the amount of funds
provided/used by operating activities, all income statement items that did not imply a use of funds
(decrease of cash) and all income statement items not representing an origin of funds (increase of
cash) were added and subtracted, respectively, from the Ps.107.2 million net income for fiscal year
2005.
Items not representing a decrease in cash were: i) depreciation of bank premises and equipment
and miscellaneous assets and amortization of intangibles assets, for Ps.219.7 million, and ii) loan
loss provisions, net of reversals, for Ps.48.2 million. Items not representing an increase in cash
corresponded to the net CER adjustment of all assets and liabilities, accrued but not realized,
which amounted to Ps.484.8 million in 2005.
In addition, net income was adjusted for items generating cash movements. Therefore, the
following amounts must be added: (i) a Ps.490.0 million increase in cash in connection with
government securities, which represented mainly proceeds from Bogar Bonds (monthly coupons of
principal and interest) and with a decrease in the Banks holdings of Lebac and Nobac, as compared
to the prior year, (ii) a Ps.476.9 million increase in cash from other assets, mainly attributable
to proceeds from Boden 2012 Bonds, for Ps.178.0 million (past due amortization and interest coupons
on Boden 2012 Bonds recorded under Other Receivables Resulting from Financial Brokerage,
representing the portion of the Compensatory Boden 2012 Bonds that was pending receipt at the end
of 2004, and therefore was recorded in such account as of that date, and which was received by the
Bank in late 2005 and therefore were recorded under Government Securities, and amortization and
interest coupons of Boden 2012 Bonds sold under agreements to repurchase), and Galtrust I
securities, for Ps.239 million (associated to a partial sale and to interest), and (iii) Ps.1.3
million for all other items taken as a whole.
All of these adjustments to the Ps.107.2 million net income for fiscal year 2005 add up to a
total of Ps.856.0 million of cash generated by operating activities.
Funds provided (used) by investing activities: In fiscal year 2005, investing
activities meant the net use of cash in the amount of Ps.767.5 million, mainly attributable to the
effect of:
(i) a Ps.628.3 million decrease in cash as a result of the net increase in the Banks loan
portfolio,
(ii) a Ps.108.9 million net use of cash applied to bank premises and equipment,
miscellaneous and intangible assets (mainly representing payments of deposits pursuant to
amparo claims), and
(iii) a Ps.30.3 million net use of cash resulting from the net decrease in deposits at the
Argentine Central Bank, reflecting an increase in deposits held in favor of clearing houses.
Funds provided (used) by financing activities: In fiscal year 2005, financing
activities meant the net use of cash in the amount of Ps.41.4 million, mainly attributable to:
(i) a Ps.1,696.3 million increase in cash generated by the increase in deposits,
(ii) a Ps.179.2 million increase in long term credit facilities, representing funds obtained
by the regional credit-card companies,
(iii) a Ps.418.5 million net use of cash applied to payments on long-term liabilities, of
which Ps.117.0 million were paid by Galicia Uruguay under the repayment schedule of its
restructured deposits, Ps.190.0 million were payments of principal and interest on the 2007
Notes, Ps.71.0 million were paid by the Bank to a local bank, and Ps.36.0 million were
payments made by the regional credit-card companies on their debt.
(iv) a Ps.1,239.2 million net use of cash applied to payments on short-term borrowings,
mainly on the financial assistance from the Argentine Central Bank, for Ps.1,170 million
(including both scheduled
-138-
payments and amounts cancelled in advance). In addition, Ps.15.0
million payments were made to cancel the Trade A facility and the regional credit-card
companies settled bank debt and negotiable obligations, for Ps.54.0 million, and
(v) a Ps.259.1 million net use of cash from the net decrease in repurchase agreements,
mainly attributable to forward sales of Lebac acquired in connection with reverse repurchase
agreements.
Of the total Ps.856.0 million of cash generated by operating activities, Ps.767.5 million were
used by investing activities, Ps.41.4 million were used by financing activities, and Ps.47.1
million were left. Adding this amount, plus Ps.5.4 million for quotation differences, to the
Ps.988.7 million of cash available at the end of fiscal year 2004, the Ps.1,041.2 million amount of
cash available at the end of fiscal year 2005 is obtained.
Fiscal year 2004
The 19.7% increase in our available cash in fiscal year 2004 is explained by the following
changes, classified by type of cash-providing or cash-using activity:
Funds provided by Operating Activities: To determine the amount of funds provided/used
by operating activities, all income statement items that did not imply a use of funds (decrease of
cash) and all income statement items not representing an origin of funds (increase of cash) were
added and subtracted, respectively, from the Ps.109.9 million net loss for fiscal year 2004. In
2004, operating activities used funds in the amount of Ps.221.1 million.
During 2004, the items that did not represent a decrease in cash available and that therefore
must be added to the fiscal year net loss were: (i) depreciation and amortization of fixed assets
and intangible assets for Ps.235.3 million and (ii) an increase in allowances for loans and other
losses, net of reversals, for Ps.69.1 million. The items that did not represent an increase in cash
and that therefore must be subtracted to the fiscal years net loss were the Ps.142.5 million
increase in income from the restructuring of the Banks foreign debt completed in May 2004.
In addition, the following items generated cash movements: (i) a Ps.273.3 million decrease in
other liabilities, mainly comprised of lower interest on foreign debt subject to restructuring (for
Ps.77.0 million), payments on restructured trade loans (for Ps.41.6 million), payments on the loan
with the FFRE (for Ps.54.5 million), and lower other contingencies (for Ps.50.0 million), (ii)
Ps.91.6 million decrease in government securities, generated by
proceeds from Bogar Bonds (monthly interest payments) and Boden 2012 Bonds (semiannual
interest payments), and (iii) a Ps.74.8 million increase in other assets mainly attributable to
greater leasing activity.
Funds provided (used) by investing activities: in fiscal year 2004, investing
activities meant the net use of cash in the amount of Ps.240.2 million, mainly attributable to the
net effect of:
(i) a Ps.112.4 million decrease in cash as a result of a net increase in the Banks loan
portfolio and
(ii) a Ps.131.8 million net use of cash applied to intangible assets (mainly in connection
with the payment of deposits pursuant to amparo claims).
Funds provided (used) by financing activities: in fiscal year 2004, financing
activities generated cash in the amount of Ps.618.3 million, mainly attributable to:
(i) a Ps.1,415.0 million increase in cash generated by the increase in deposits, which is
net of scheduled payments by Galicia Uruguay and Galicia Cayman, during 2004, on
restructured deposits and of the settlement of the exchange offer made to its depositors in
early 2004,
(ii) the amortization of long term indebtedness, for Ps.289.7 million, reflecting mainly
payments on negotiable obligations (Ps.183 million) issued by Galicia Uruguay to restructure
its deposits, with the remaining amount corresponding to payments on a credit line from a
domestic bank,
(iii) payments of principal and interest on the financial assistance from the Argentine
Central Bank, for Ps.453.8 million, with the remaining Ps.107.2 million corresponding to
payments on debt of the regional credit-card companies,
(iv) a Ps.261.7 million increase in cash generated by a repo transaction with Boden 2012
Bonds, and
-139-
(v) Ps.207.6 million of principal and interest payments on the debt subject to
restructuring, made to settle the exchange offered to restructure such debt in May 2004,.
Banco Galicia Consolidated Liquidity Gaps
Liquidity risk is the risk that liquid assets are not available for the Bank to meet financial
commitments at contractual maturity, take advantage of potential investment opportunities and meet
demand for credit.
To monitor and control liquidity risk, the Bank monitors and systematically calculates the
gaps between financial assets and liabilities maturing within set time intervals based on
contractual maturity. All of the deposits in current accounts and other demand deposits and
deposits in savings accounts are included in the first time interval. These figures are used to
simulate different liquidity crisis scenarios based on assumptions stemming from historical
experience.
As of December 31, 2006, the gaps between maturities of the Banks financial assets and
liabilities based on contractual maturity were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006 (1) |
|
|
Less than |
|
|
|
|
|
|
|
|
|
|
one Year |
|
1-5 Years |
|
5-10 Years |
|
Over 10 Years |
|
Total |
|
|
(in millions of pesos, except ratios) |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Due from Banks |
|
|
799.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
799.0 |
|
Argentine Central Bank Escrow Accounts |
|
|
1,632.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,632.9 |
|
Overnight Placements |
|
|
608.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
608.0 |
|
Loans Public Sector |
|
|
173.6 |
|
|
|
2,578.9 |
|
|
|
1.7 |
|
|
|
|
|
|
|
2,754.2 |
|
Loans Private Sector |
|
|
5,607.0 |
|
|
|
1,169.5 |
|
|
|
191.4 |
|
|
|
19.8 |
|
|
|
6,987.7 |
|
Government Securities |
|
|
1,272.8 |
|
|
|
2,339.0 |
|
|
|
779.1 |
|
|
|
64.9 |
|
|
|
4,455.8 |
|
Negotiable Obligations and Corporate Securities |
|
|
3.1 |
|
|
|
12.2 |
|
|
|
8.7 |
|
|
|
|
|
|
|
24.0 |
|
Financial Trusts |
|
|
104.7 |
|
|
|
266.8 |
|
|
|
457.8 |
|
|
|
161.9 |
|
|
|
991.2 |
|
Special Fund Former Almafuerte Bank |
|
|
143.9 |
|
|
|
208.2 |
|
|
|
|
|
|
|
|
|
|
|
352.1 |
|
Assets under Financial Lease |
|
|
67.4 |
|
|
|
137.0 |
|
|
|
1.8 |
|
|
|
|
|
|
|
206.2 |
|
Other Argentine Central Bank (1) |
|
|
1,733.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,733.3 |
|
|
|
|
Total Assets |
|
|
12,145.7 |
|
|
|
6,711.6 |
|
|
|
1,440.5 |
|
|
|
246.6 |
|
|
|
20,544.4 |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Saving Accounts |
|
|
2,585.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,585.9 |
|
Demand Deposits |
|
|
2,183.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,183.5 |
|
Time Deposits |
|
|
5,666.7 |
|
|
|
231.2 |
|
|
|
0.1 |
|
|
|
|
|
|
|
5,898.0 |
|
Argentine Central Bank |
|
|
2,310.4 |
|
|
|
640.8 |
|
|
|
38.5 |
|
|
|
|
|
|
|
2,989.7 |
|
Negotiable Obligations |
|
|
563.6 |
|
|
|
1,792.9 |
|
|
|
784.6 |
|
|
|
749.8 |
|
|
|
3,890.9 |
|
International Banks and Credit Agencies |
|
|
149.3 |
|
|
|
358.3 |
|
|
|
311.8 |
|
|
|
40.4 |
|
|
|
859.8 |
|
Domestic Banks |
|
|
251.4 |
|
|
|
39.2 |
|
|
|
|
|
|
|
|
|
|
|
290.6 |
|
Other Liabilities (2) |
|
|
2,398.8 |
|
|
|
13.7 |
|
|
|
0.2 |
|
|
|
|
|
|
|
2,412.7 |
|
|
|
|
Total Liabilities |
|
|
16,109.6 |
|
|
|
3,076.1 |
|
|
|
1,135.2 |
|
|
|
790.2 |
|
|
|
21,111.1 |
|
|
Asset / Liability Gap |
|
|
(3,963.9 |
) |
|
|
3,635.5 |
|
|
|
305.3 |
|
|
|
(543.6 |
) |
|
|
(566.7 |
) |
Cumulative Gap |
|
|
(3,963.9 |
) |
|
|
(328.4 |
) |
|
|
(23.1 |
) |
|
|
(566.7 |
) |
|
|
(566.7 |
) |
Ratio of Cumulative Gap to Cumulative Liabilities |
|
|
(24.6 |
)% |
|
|
(1.7 |
)% |
|
|
(0.1 |
)% |
|
|
(2.7 |
)% |
|
|
|
|
Ratio of Cumulative Gap to Total Liabilities |
|
|
(18.8 |
)% |
|
|
(1.6 |
)% |
|
|
(0.1 |
)% |
|
|
(2.7 |
)% |
|
|
|
|
|
|
|
|
Principal plus CER adjustment. Does not include interest. |
|
(1) |
|
Corresponds to the proceeds from the sale of Secured Loans made in December 2006, which were applied, on January 3, 2007, to the settlement
of the same amount of financial assistance from the Argentine Central Bank. It is shown in the first bucket (as well as the liability settled
with those funds on January 3, 2007) even though the bucket that would have corresponded contractually, as of December 31, 2006, to the asset and
the liability settled is the second bucket, because these funds were actually used to settle the liability on January 3. |
|
(2) |
|
Includes, mainly, debt with retailers due to credit-card operations, liabilities in connection with repo transactions, debt with domestic
credit agencies and collections for third parties. The Less than One Year bucket also includes Ps.13.5 million corresponding to the Banks
foreign debt not tendered by its holders in the exchange offered to restructure such foreign debt, which was completed in May 2004. |
-140-
An exception to the contractual criterion was made in the case of the Ps.1,733.3 million
proceeds from the sale of Secured Loans made on December, 2006, which were applied, on January 3,
2007, to the settlement of the same amount of financial assistance from the Argentine Central Bank,
as well as in the case of the liability settled. Because the asset was actually used to settle the
liability on January 3, 2007, these amounts were included in the first bucket, even though the
bucket that would have corresponded contractually, as of December 31, 2006, to the asset and the
liability settled on that date is the second bucket.
The Banks Board of Directors has defined a limit for liquidity mismatches. This limit has
been established at -25% (minus 25%) for the ratio of cumulative gap to total liabilities within
the first year. As shown in the table above, the Bank complies with the established policy, since
such gap was -18.8% (minus 18.8%) at the close of the fiscal year.
Banco Galicia (Unconsolidated) Liquidity Management
The following is a discussion of the Banks liquidity management, excluding the consolidated
companies.
Banco Galicias policy is to maintain a level of liquid assets that allows it to meet
financial commitments at contractual maturity, to take advantage of potential investment
opportunities and to meet demand for credit. To set the appropriate level, forecasts are made based
on historical experience and analysis of possible scenarios. This enables management to project
funding needs and alternative funding sources, as well as excess liquidity and placement strategies
for such funds.
As of December 31, 2006, the Banks liquidity structure was as follows:
|
|
|
|
|
|
|
As of December 31, 2006 |
|
|
(in millions of pesos) |
Legal Requirement |
|
Ps. |
1,856.9 |
|
Excess Liquidity |
|
|
1,045.2 |
|
|
|
|
Total Liquidity (1) |
|
Ps. |
2,902.1 |
|
|
|
|
|
(1) |
|
Excludes cash of Galicia Uruguay, the Cayman Branch, and other related companies. |
Legal liquidity refers to the Minimum Cash Requirements set by regulations of the
Argentine Central Bank, minus the permitted reduction in the requirement in the amount of the
balance of the Special Fund Former Almafuerte Bank (Resolution No.408/03 of the Argentine Central
Bank).
Excess liquidity consists of the following items: (i) 100% of the balance of overnight
placements in banks abroad, (ii) 80% of short-term loans (call loans) to prime companies, (iii) 90%
of the Lebac balance, (iv) 100% of
available government securities, at market value, due to the potential liquidity that might be
obtained through sales or repo transactions, and (v) net short-term interbank loans (call loans),
(vi) 100% of the balance at the Argentine Central Bank (including escrow accounts in favor of
clearing houses) in excess of the necessary items to cover the Minimum Cash Requirements, and (vii)
the amount of the technical cash non-computable for compliance with such requirements.
In connection with legal requirements, such requirements correspond to the Minimum Cash
Requirements for peso- and dollar-denominated assets and liabilities, established by the Argentine
Central Bank. For more information on the Argentine Central bank rules regarding reserve
requirements for liquidity purposes, see Item 4. Information on the CompanyArgentine Banking
System and RegulationArgentine Banking RegulationLegal Reserve Requirements for Liquidity
Purposes.
The assets computable for compliance with this requirement are the technical cash, which
comprises bills and coins (up to a 67% maximum beginning on October 1, 2006, as established by the
Argentine Central Banks Communiqué A 4580 dated September 29, 2006), the balances of the peso-
and dollar-denominated accounts at the Argentine Central Bank and that of the escrow accounts held
at the Argentine Central Bank in favor of clearing houses.
-141-
The Banks Board of Directors defines a total liquidity objective, which is determined based
on the analysis of the behavior of the Banks deposits during the 2001-2002 crisis (considered as
the worst-case scenario). Two liquidity levels are defined: operational liquidity (to address
the Banks daily operations) and additional liquidity (excess amount available). Deposits are
classified into wholesale deposits and retail deposits.
For the fiscal year, operational liquidity was established at 5% of retail demand deposits
and time deposits maturing in less than 10 days, plus the balance in the escrow accounts held at
the Argentine Central Bank and the balances in correspondent banks needed to address foreign-trade
operations.
Additional liquidity varies according to the remaining maturity of the different types of
deposits and to the currency in which said deposits are denominated. As a result of the analysis
performed, the Bank defined a floor for additional liquidity in pesos at 50% of the necessary
funds to bear the worst case scenario and for the additional liquidity in US dollars the floor
was set at 70% of the liquid funds necessary in order to bear the worst case scenario.
Simultaneously, a margin must be kept in order to face a potential drop in deposits, of 5% in pesos
and 15% in US dollars, without failing to meet the Minimum Cash Requirements. At fiscal-year end,
the additional liquidity included in the above table amounted to Ps.1,510.4 million and US$313.4
million, equivalent to 51.6% and to 332.3% of the worst case scenario, respectively, with both
percentages exceeding the policy established by the Bank.
Capital
Our capital adequacy is not under the supervision of the Argentine Central Bank.
Our capital management policy is designed to ensure prudent levels of capital.
We, as well as our controlled companies, except for Banco Galicia and the affiliates of
Sudamericana mentioned in the paragraph below, are regulated by the Corporations Law. In section
No. 186, the law establishes that the capital of a corporation cannot be less than Ps.12,000.
The insurance companies held by Sudamericana are Galicia Seguros S.A. and Galicia Retiro
Compañía de Seguros S.A. These companies meet the minimum capital requirements set by General
Resolution No. 31,134 of the National Insurance Superintendency. See Item 4.
Information on the CompanySelected Statistical InformationRegulatory CapitalMinimum Capital
Requirements of Insurance Companies.
As of December 31, 2006, the computable capital of the companies held by Sudamericana exceeded
the minimum requirement of Ps.9.6 million by Ps.38.7 million.
Sudamericana also holds Sudamericana Asesores de Seguros S.A., company dedicated to the
brokerage in different lines of insurance that is regulated by the guidelines of the Corporations
Law, which governs commercial companies.
The following table analyzes our capital resources as of the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
(in millions of pesos, except ratios, multiples and percentages) |
|
Shareholders Equity |
|
Ps. |
1,608.5 |
|
|
Ps. |
1,626.8 |
|
|
Ps. |
1,519.5 |
|
Shareholders Equity as a Percentage of Total Assets |
|
|
6.81 |
% |
|
|
6.35 |
% |
|
|
6.42 |
% |
Total Liabilities as a Multiple of Total Shareholders Equity |
|
|
13.69 |
x |
|
|
14.76 |
x |
|
|
14.56 |
x |
Tangible Shareholders Equity(1) as a Percentage of Total Assets |
|
|
4.68 |
% |
|
|
4.43 |
% |
|
|
3.73 |
% |
Total Capital Ratio |
|
na |
(2) |
|
na |
|
|
na |
|
Excess Capital over Required Minimum Capital |
|
na |
|
|
na |
|
|
na |
|
|
|
|
|
(1) |
|
Tangible shareholders equity represents shareholders equity minus intangible assets. |
|
(2) |
|
Not applicable. |
-142-
The Argentine Central Bank supervises the capital adequacy of Banco Galicia on an
unconsolidated basis and consolidated with its significant subsidiaries, Galicia Uruguay and
Tarjetas Regionales S.A. and its subsidiaries. Compliance with the Argentine Central Banks minimum
capital requirement rule was suspended during the whole of 2002 and 2003. In June 2003, the
Argentine Central Bank issued a new minimum capital requirement rule, which became effective on
January 1, 2004. The Bank has been in compliance with this new capital adequacy regime. For more
information on Banco Galicias capital adequacy, see Item 4. Information on the CompanySelected
Statistical InformationRegulatory CapitalBanco Galicia.
Capital Expenditures
For a description of our capital expenditures in 2006 and our capital commitments for 2007,
see Item 4. Information on the CompanyCapital Investments and Divestitures.
For a description of financing of our capital expenditures, see Liquidity.
Item 6. Directors, Senior Management and Employees
Our Board of Directors
Our ordinary shareholders meeting took place on April 26, 2007. The following table sets out
the members of our Board of Directors as of that date (all of whom are resident in Buenos Aires,
Argentina), the positions they hold within Grupo Financiero Galicia, their dates of birth, their
principal occupations and the expiry dates of their current terms.
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
Current |
Name |
|
Position |
|
Date of Birth |
|
Occupation |
|
Member Since |
|
Term Ends |
|
Antonio Garcés
|
|
Chairman of the
Board and
Chief
Executive Officer
|
|
May 30, 1942
|
|
Banker
|
|
April 2002
|
|
December 2007 |
Federico Braun
|
|
Vice Chairman
|
|
February 4, 1948
|
|
Businessman
|
|
September 1999
|
|
December 2007 |
Abel Ayerza
|
|
Director
|
|
May 27, 1939
|
|
Businessman
|
|
September 1999
|
|
December 2008 |
Eduardo Escasany
|
|
Director
|
|
June 30, 1950
|
|
Businessman
|
|
April 2005
|
|
December 2009 |
Enrique Martin
|
|
Director
|
|
October 19, 1945
|
|
Businessman
|
|
April 2006
|
|
December 2008 |
Luis Oddone
|
|
Director
|
|
May 11, 1938
|
|
Businessman
|
|
April 2005
|
|
December 2009 |
Pedro Richards
|
|
Director
|
|
November 14, 1952
|
|
Businessman
|
|
April 2005
|
|
December 2009 |
Silvestre Vila Moret
|
|
Director
|
|
April 26, 1971
|
|
Businessman
|
|
June 2002
|
|
December 2007 |
Eduardo Zimmermann
|
|
Director
|
|
January 3, 1931
|
|
Businessman
|
|
April 2000
|
|
December 2008 |
Pablo Gutierrez
|
|
Alternate Director
|
|
December 9, 1959
|
|
Banker
|
|
April 2003
|
|
December 2008 |
María Ofelia Hordeñana
de Escasany
|
|
Alternate Director
|
|
December 30, 1920
|
|
Businesswoman
|
|
April 2000
|
|
December 2007 |
Sergio Grinenco
|
|
Alternate Director
|
|
May 26, 1948
|
|
Banker
|
|
April 2003
|
|
December 2008 |
Alejandro Rojas Lagarde
|
|
Alternate Director
|
|
July 17, 1937
|
|
Lawyer
|
|
April 2000
|
|
December 2008 |
Luis Monsegur
|
|
Alternate Director
|
|
August 15, 1936
|
|
Accountant
|
|
April 2000
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December 2007 |
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The following is a summary of the biographies of the members of our Board of Directors:
Antonio Garcés: Mr. Garcés obtained a degree in national public accounting at the Universidad
de Buenos Aires. He has been associated with the Bank since 1959. In April 1985, he was appointed
alternate director, vice chairman in September 2001, chairman in March 2002 until August 2002, vice
chairman in August 2002 until April 2003, when he was elected chairman, a position he currently
holds, after being reelected in April 27, 2006. Mr. Garcés is also chairman of Galicia Factoring y
Leasing S.A. and Gal Mobiliaria S.A. de Ahorro para Fines Determinados, as well as first vice
chairman of the Argentine Bankers Association and a lifetime trustee of the Fundación Banco de
Galicia y Buenos Aires. He was elected for his current position on April 23, 2003 and was reelected
on April 28, 2005.
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Federico Braun: Mr. Braun obtained a degree in industrial engineering at the Universidad de
Buenos Aires. He was associated with the Bank from 1984 to 2002 having served as a member of the
Banks Board of Directors during such period. Mr. Braun is chairman of Código S.A., Campos de la
Patagonia S.A., Garabí Forestal S.A., Martseb S.A., and S.A. Importadora y Exportadora de la
Patagonia; vice chairman of Club de Campo Los Pingüinos S.A., Inmobiliaria y Financiera La
Josefina S.A., Asociación de Supermercados Unidos and MayoristaNet S.A., a Director of Estancia
Anita S.A. and a lifetime trustee of the Fundación Banco de Galicia y Buenos Aires. He was elected
for his current position on June 3, 2002, and was reelected on April 28, 2005.
Abel Ayerza: Mr. Ayerza obtained a degree in business administration at the Universidad
Católica Argentina. He was associated with the Bank from 1966 to 2002, having served as a member of
the Banks Board of Directors from 1976 to 2002. Mr. Ayerza is chairman of Aygalpla S.A. and a
lifetime trustee (and second vice chairman) of the Fundación Banco de Galicia y Buenos Aires. In
April 2000 he was elected as vice chairman, he was appointed chairman on June 3, 2002, and on April
23, 2003 he was elected for his current position, and later reelected on April 27, 2004. Mr. Ayerza
is the uncle of Mr. Pablo Gutierrez.
Eduardo Escasany: Mr. Escasany obtained a degree in economics from the Universidad Católica
Argentina. He was associated with the Bank from 1973 to 2002. He was appointed to the Banks Board
of Directors in 1975, in 1979 he was elected vice chairman and from 1989 to March 21, 2002 he was
chairman of the Banks Board of Directors and its chief executive officer. He was chairman of the
Argentine Bankers Association from November 1993 to July 2002 having served as vice-chairman
between 1989 and 1993. He was chairman of our Board of Directors from April 2000 to June 2002. He
was elected again as a member of the Board of Directors in April 2005 and reelected in April 2007.
He is chairman of Inversora Los Arroyos S.A. and a lifetime trustee (and first vice chairman) of
the Fundación Banco de Galicia y Buenos Aires. Mr. Escasany is Mrs. María Ofelia Hordeñana de
Escasanys son and Mr. Silvestre Vila Morets uncle.
Enrique Martin: Mr. Martin obtained a degree in law at the Universidad de Buenos Aires. He has
been a professor at that university for twelve years and he has also been a professor of Foreign
Trade & International Banking at the Universidad del Salvador in Buenos Aires. He has a
Post-Graduate Certificate on International Economics from the University of London. He was
associated with the Bank from 1977 to 2002 where he was responsible for the International Banking
Relations Department. Mr. Martin is also a director of the Argentine-Chilean Chamber of Commerce
and the Canadian-Argentine Chamber of Commerce. He joined our Board of Directors in April 2006.
Luis Oddone: Mr. Oddone obtained a degree in national public accounting at the Universidad de
Buenos Aires. Mr. Oddone is chairman of La Cigarra S.A., vice chairman of Scharstorf S.A., director
of Petrolera del Cono Sur S.A. and syndic of Bohue S.A., INTA S.A., Lamarca y Cía. S.A., Promotora
S.A., SATEX S.A., Tango Jet S.A. and Walmont. He was elected as a member of our Board of Directors
in April 2005 and reelected in April 2007.
Pedro Richards: Mr. Richards obtained a degree in economics from the Universidad Católica
Argentina and holds a master of science in management from the Sloan School of Management at the
Massachusetts Institute of Technology. He was a director of the National Development Bank (BANADE).
He has been associated with Banco Galicia since 1990. Since August 2000, he has been our managing
director. Mr. Richards is also a director of Galval and vice chairman of Sudamericana, Galicia
Warrants, and Net Investment. He served as an alternate director of Grupo Financiero Galicia from
April 2003 until April 2005, when he was appointed as a director and was reelected as such in April
2007.
Silvestre Vila Moret: Mr. Vila Moret studied banking administration at the Universidad
Católica Argentina. He was associated with the Bank from 1997 to 2002. Mr. Vila Moret is chairman
of Inversora en Servicios S.A. and vice chairman of El Benteveo S.A. He was elected for his current
position on June 3, 2002, and was reelected on April 28, 2005. Mr. Vila Moret is the grandson of
Mrs. María Ofelia Hordeñana de Escasany and the nephew of Mr. Eduardo Escasany.
Eduardo Zimmermann: Mr. Zimmermann obtained a degree in banking management at the Universidad
Argentina de la Empresa. He was associated with the Bank from 1958 to 2002, and served as a member
of the Banks Board of Directors from 1975 to 2002. Mr. Zimmermann is a lifetime trustee of the
Fundación Banco de Galicia y Buenos Aires. He was reelected for his current position on April 27,
2006.
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Pablo Gutierrez: Mr. Gutierrez obtained a degree in business administration from the
Universidad de Buenos Aires. Since 1985, he has been associated with the Bank. In April 2005 he was
appointed to the Board of Directors of the Bank. He served as the head of the Banks Treasury
Division until April 2007. Mr. Gutierrez is also chairman of Galicia Valores S.A. Sociedad de Bolsa
and Argenclear S.A., vice chairman of Galicia Pension Fund Ltd. and an alternate trustee of the
Fundación Banco de Galicia y Buenos Aires. He was reelected for his current position on April 27,
2006. Mr. Gutierrez is Mr. Abel Ayerzas nephew.
María Ofelia Hordeñana de Escasany: Mrs. Hordeñana de Escasany held a variety of positions at
various subsidiaries of Banco Galicia. Currently, she is chairman of the Fundación Banco de Galicia
y Buenos Aires and Santamera S.A. and vice chairman of Santa Ofelia S.A. She was reelected for her
current position on April 28, 2005. Mrs. Hordeñana de Escasany is the mother of Mr. Eduardo
Escasany and the grandmother of Mr. Silvestre Vila Moret.
Sergio Grinenco: Mr. Grinenco obtained a degree in economics at the Universidad Católica
Argentina and a masters degree in business administration from Babson College in Wellesley,
Massachusetts. He has been associated with the Bank since 1977. He was elected as an alternate
director of the Bank in September 2001 and as vice chairman in April 2003, a position he currently
holds after being reelected on April 27, 2006. Mr. Grinenco is also a liquidator of Galicia Equity
Analysis S.A. (in liquidation), a director of Galicia Factoring y Leasing S.A. and an alternate
trustee of the Fundación Banco de Galicia y Buenos Aires.
Alejandro Rojas Lagarde: Mr. Rojas Lagarde obtained a degree in law at the Universidad de
Buenos Aires. He held a variety of positions at Banco Galicia beginning in 1963. From 1965 to
January 2000, he was responsible for the general counsel office of Banco Galicia. Currently, he is
a lifetime trustee of the Fundación Banco de Galicia y Buenos Aires. He was reelected for his
current position on April 28, 2005.
Luis Monsegur: Mr. Monsegur obtained a degree in national public accounting at the Universidad
de Buenos Aires. He held a variety of positions at Banco Galicia from 1962 to 1992 and is an
alternate trustee of the Fundación Banco de Galicia y Buenos Aires. He was reelected for his
current position on April 28, 2005.
Our Board of Directors may consist of between three and nine permanent members. Currently our
Board of Directors has nine members. In addition, the number of alternate directorsindividuals
who act in the temporary or permanent absence of a directorhas been set at five. The directors
and alternate directors are elected by the shareholders at our annual general shareholders
meeting. Directors and alternate directors may be elected for either a two or three-year term.
Messrs. Antonio Garcés, Sergio Grinenco and Pablo Gutierrez are also directors of Banco
Galicia. In addition, some members of our Board of Directors may serve on the board of directors of
any subsidiary we establish in the future.
Four of our directors and two of our alternate directors are members of the families that are
the controlling shareholders of Grupo Financiero Galicia.
Functions of Our Board of Directors
The members of our Board of Directors serve on the following committees:
Audit Committee: In compliance with CNV rules regarding the composition of the audit committee
of companies listed in Argentina, which require that the audit committee be comprised of at least
three directors, with a majority of independent Directors, the Board of Directors established an
audit committee with three members. Currently, Messrs. Luis O. Oddone, Eduardo Zimmermann and C.
Enrique Martin are the members of the audit committee. All of the members of our audit committee
are independent directors under the CNV and Nasdaq requirements. All three members of the audit
committee are financially literate and have extensive managerial experience. Mr. Oddone is the
financial expert serving on our audit committee.
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According to the CNV rules, the audit committee is primarily responsible for (i) issuing a
report on the Board of Directors proposals for the appointment of the independent auditors and the
compensation for the Directors, (ii) issuing a report comprising the activities performed according
to the CNV requirements, (iii) issuing the audit committees annual plan and implementing the plan
each fiscal year, (iv) evaluating external auditors independence, word plans and performance, (v)
evaluating the plans and performance of the internal auditors, (vi) supervising the reliability of
our internal control systems, including the accounting system, and of external reporting of
financial or other information, (vii) following-up on the use of information policies on risk
management at the companys main subsidiaries, (viii) evaluating the reliability of the financial
information to file with the CNV and the SEC, (ix) verifying compliance with the applicable conduct
rules, and (x) issuing a report on related party transactions and disclosing any transaction where
a conflict of interest exists with corporate governance bodies and controlling shareholders. The
audit committee has access to all information and documentation that it requires and is broadly
empowered to fulfill its duties. During 2006, the audit committee held twelve meetings.
Disclosure Committee: This committee was established in response to the U.S. Sarbanes-Oxley
Act of 2002. The main responsibility of this committee is to review and approve controls over the
public disclosure of financial and related information, and other procedures necessary to enable
our chief financial officer and chief executive officer to provide their certifications of our
annual report that is filed with the SEC. The members are Messrs. Antonio Garcés, Pedro Richards,
José Luis Gentile and Adrián Enrique Pedemonte. In addition, at least one of the members of this
committee attends all of the meetings of our principal subsidiaries disclosure committees.
Our Supervisory Committee
Our bylaws provide for a supervisory committee consisting of three members who are referred to
as syndics and three alternate members who are referred to as alternate syndics. In accordance
with the Corporations Law and our bylaws, the syndics and alternate syndics are responsible for
ensuring that all of our actions are in accordance with applicable Argentine law. Syndics and
alternate syndics are elected by the shareholders at the annual general shareholders meeting.
Syndics and alternate syndics do not have management functions. Syndics are responsible for, among
other things, preparing a report to shareholders analyzing our financial statements for each year
and recommending to the shareholders whether to approve such financial statements. Alternate
syndics act as alternates in the temporary or permanent absence of a syndic. Currently, there are
three syndics and three alternate syndics. Syndics and alternative syndics are elected for a
one-year term.
The following table shows the members of our supervisory committee. Each of our syndics was
appointed at the ordinary shareholders meeting held on April 26, 2007.
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Principal |
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Current Term |
Name |
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Position |
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Occupation |
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Ends |
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Norberto Corizzo
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Syndic
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Accountant
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December 2007 |
Raúl Estevez
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Syndic
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Accountant
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December 2007 |
Adolfo Melián
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Syndic
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Lawyer
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December 2007 |
Miguel Armando
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Alternate Syndic
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Lawyer
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December 2007 |
Fernando Noetinger
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Alternate Syndic
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Lawyer
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December 2007 |
Horacio Tedín
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Alternate Syndic
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Lawyer
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December 2007 |
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The following is a summary of the biographies of the members of our supervisory
committee:
Norberto Corizzo: Mr. Corizzo obtained a degree in national public accounting at the
Universidad de Buenos Aires. He has been associated with the Bank since 1977. Mr. Corizzo is also a
syndic of Banco Galicia, Galicia Uruguay, EBA Holding, Tarjetas Regionales S.A. and its
subsidiaries, Galicia Warrants, Sudamericana and its subsidiaries, Galicia Valores S.A. Sociedad de
Bolsa, Galicia Factoring y Leasing S.A., Net Investment and Tradecom Argentina S.A.
Raúl Estevez: Mr. Estevez obtained a degree in national public accounting at the Universidad
de Buenos Aires. He was associated with the Bank from 1959 to December 2005. Since December 1993
and until his departure, he was the head of the Accounting Department of the Bank. Mr. Estevez is
also a syndic of the Bank, Galicia
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Factoring y Leasing, Galicia Inmobiliaria S.A., Galicia Retiro
Compañía de Seguros S.A., Galicia Seguros S.A., Galicia Valores S.A. Sociedad de Bolsa, Galicia
Warrants, Net Investment, Tarjeta del Mar S.A. and Sudamericana.
Adolfo Melián: Mr. Melián obtained a degree in law at the Universidad de Buenos Aires. He has
been associated with the Bank since 1970. He served as counsel to the Banks Board of Directors
until 1975. Mr. Melián is also a director of Santiago Salud S.A. and a syndic of Banco Galicia,
Sudamericana and its subsidiaries, Galicia Warrants, Galicia Valores S.A. Sociedad de Bolsa,
Galicia Factoring y Leasing S.A., Tarjetas Regionales S.A. and its subsidiaries and Net Investment.
Mr. Melián is a lifetime trustee of the Fundación Banco de Galicia y Buenos Aires.
Miguel Armando: Mr. Armando obtained a degree in law at the Universidad de Buenos Aires. He
was first elected syndic of the Bank in 1986. Mr. Armando is also a syndic of EBA Holding S.A. and
an alternate syndic of Banco Galicia and Tarjetas Regionales S.A. and its subsidiaries.
Fernando Noetinger: Mr. Noetinger obtained a degree in law at the Universidad de Buenos Aires.
He has been associated with the Bank since 1987. Mr. Noetinger is also a syndic of Sudamericana and
an alternate syndic of EBA Holding S.A., Banco Galicia, Galicia Factoring y Leasing S.A., Galicia
Retiro Compañía de Seguros S.A., Galicia Seguros S.A., Galicia Valores S.A. Sociedad de Bolsa,
Galicia Warrants, Net Investment, Santiago Salud S.A. Tarjetas Regionales S.A. and Tarjetas del Mar
S.A
Horacio Tedín: Mr. Tedín obtained a degree in law at the Universidad de Buenos Aires. In 1981
he founded his own legal firm, which has actively worked for Banco Galicia and other big corporate
clients. Mr. Tedín is also vice chairman of Galicia Inmobiliaria S.A. and a syndic of Galicia
Internacional S.A. and an alternate syndic of EBA Holding and Galicia Administradora de Fondos S.A.
Compensation of Our Directors
Compensation for the members of our Board of Directors is considered by the shareholders at
the shareholders meeting once the fiscal year has ended. Our independent directors are paid an
annual fee based on the functions they carry out and they may receive partial advanced payments
during the year. A director who is an employee receives a fixed compensation and may receive a
variable fee based on individual performance and has access to retirement insurance.
We do not pay fees to the members of our Board of Directors who are also members of the Board
of Directors of the Bank. For fiscal year 2006, the shareholders meeting held on April 26, 2007,
approved a total payment of Ps.1.1 million to our directors. For a description of the amounts to be
paid to the Board of Directors of Banco Galicia, see Compensation of Banco Galicias Directors
and Officers below.
We do not maintain a stock-option, profit-sharing or pension plan for the benefit of our
directors. In connection with the Banks foreign debt restructuring, we agreed to limit the amounts
paid per fiscal year to the members of our Board of Directors and agreed not to make any payments
to our management in excess of market compensation. See Item 10. Additional InformationMaterial
Contracts.
Management of Grupo Financiero Galicia
Our organizational structure consists of a managing director who reports to the Board of
Directors, and two managers who report to the managing director: the financial and accounting
manager and the investor relations manager.
The managing directors main function is implementing policies defined by our Board of
Directors and to oversee the financial and accounting department and investor relations. Our
managing director is Pedro Richards, who was born on November 14, 1952.
The financial and accounting manager is mainly responsible for assessing current and potential
investments, planning and coordinating our administrative services and financial resources in order
to ensure their proper
-147-
management, for meeting the financial information requirements set by several controlling
bodies, and with the provision of information required for internal controls and budgeting. Our
financial and accounting manager is José Luis Gentile, who was born on March 15, 1956.
The investor relations manager is mainly responsible for planning, preparing, coordinating and
controlling the financial information that it provides to the stock exchanges where our shares are
listed, regulatory bodies and both domestic and international investors and analysts. Apart from
considering the materials published by analysts, the department carries out the follow-up of their
opinions, as well as those of shareholders and investors in general. Our investor relations manager
is Pablo Eduardo Firvida, who was born on March 17, 1967.
The policy for compensation applied by us and our controlled companies is essentially the same
and consists in arranging salary levels in order of importance based on a system that describes and
assesses job positions based on objective factors (Hay System). The purpose is to pay compensation
amounts similar to those observed in the domestic market for job positions with the same hierarchy
and responsibilities. Managers and directors who are our or our controlled companies employees
receive a fixed compensation and may receive a variable compensation based on individual
performance. This policy for compensation envisages the possibility of having access to retirement
insurance.
We do not maintain stock-option, profit-sharing or pension plans or any other retirement plans
for the benefit of our managers.
Board of Directors of Banco Galicia
The ordinary shareholders meeting held on April 26, 2007, established the size of the Banks
Board of Directors at nine members and five alternate directors. The following table sets out the
members of our Board of Directors as of April 26, 2007, all of whom are resident in Buenos Aires,
Argentina, the years of appointment, the position currently held by each of them, their dates of
birth, their principal occupation and when their term ends. The business address of the members of
the Board of Directors is Tte. General J. D. Perón 407, (C1038AAI) Buenos Aires, Argentina.
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Date of |
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Principal |
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Member |
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Current Term |
Name |
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Position |
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Birth |
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Occupation |
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Since |
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Ends |
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Antonio R. Garcés
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Chairman of the Board
Vice Chairman and
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May 30, 1942
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Banker
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September 2001
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December 2008 |
Sergio Grinenco
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Chief Financial Officer
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May 26, 1948
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Banker
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April 2003
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December 2008 |
Enrique M. Garda Olaciregui
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Director and Secretary
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April 29, 1946
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Banker
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April 2003
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December 2007 |
Daniel A. Llambías
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Director
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February 8, 1947
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Banker
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September 2001
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December 2009 |
Luis M. Ribaya
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Director
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July 17, 1952
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Banker
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September 2001
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December 2007 |
Guillermo J. Pando
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Director
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October 23, 1948
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Banker
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April 2003
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December 2007 |
Pablo Gutierrez
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Director
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December 9, 1959
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Banker
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April 2005
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December 2008 |
Eduardo O. Del Piano (1)
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Director
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May 12, 1938
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Accountant
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April 2004
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December 2009 |
Pablo M. Garat (1)
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Director
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January 12, 1953
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Lawyer
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April 2004
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December 2009 |
Eduardo A. Fanciulli
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Alternate Director
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April 10, 1951
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Banker
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September 2001
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December 2009 |
Raúl Héctor Seoane
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Alternate Director
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July 18, 1953
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Banker
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April 2005
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December 2008 |
Juan C. Fossatti (2)
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Alternate Director
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September 11, 1955
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Lawyer
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June 2002
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December 2008 |
Osvaldo H. Canova (2)
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Alternate Director
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December 8, 1934
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Accountant
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April 2004
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December 2009 |
Julio P. Naveyra (2)
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Alternate Director
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March 24, 1941
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Accountant
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April 2004
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December 2009 |
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(1) |
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In accordance with the rules of the CNV, and pursuant to the classifications adopted by the
CNV, Messrs. Eduardo O. Del Piano and Pablo M. Garat are independent and were reelected at the
ordinary shareholders meeting held on April 26, 2007. The Board of Directors meeting held on
April 27, 2007 reelected them as members of the audit committee. Messrs. Del Piano and Garat are
also independent directors in accordance with the new Nasdaq rules. |
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(2) |
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In accordance with the rules of the CNV, and pursuant to the classifications adopted by the
CNV, Mr. Fossatti, Mr. Canova and Mr. Naveyra are independent alternate directors. They would
replace the independent directors in case of vacancy. They are also independent directors in
accordance with the new Nasdaq rules. |
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The following are the biographies of the members of the Board of Directors of the
Bank:
Antonio Roberto Garcés: See Our Board of Directors.
Sergio Grinenco: See Our Board of Directors.
Enrique M. Garda Olaciregui: Mr. Garda Olaciregui obtained a degree in law at the
Universidad del Salvador, a master degree in finance from Universidad del CEMA and a master degree
in management law at the Universidad Austral. He has been associated with the Bank since
1970. He was elected alternate director of the Bank in September 2001 and secretary
director in April 2003. Mr. Garda Olaciregui is also a director of Galicia Factoring y
Leasing S.A. and Galicia Warrants and an alternate trustee of the Fundación Banco de Galicia y
Buenos Aires.
Daniel Antonio Llambías: Mr. Llambías obtained a degree in national public accounting
at the Universidad de Buenos Aires. He has been associated with the Bank since 1964.
He was elected alternate director of the Bank in September 1997 and director in September
2001. Mr. Llambías is also chairman of Sudamericana, vice chairman of Visa Argentina S.A.,
Liquidator of Gal Mobiliaria S.A. de Ahorro para Fines Determinados (in liquidation), director of
Galicia Valores S.A. Sociedad de Bolsa, Tarjeta Naranja S.A., Tarjetas Regionales S.A., Tarjetas
del Mar S.A., Tarjetas Cuyanas S.A., Banelco S.A., Ancud Comercial S.A. and Fincas de La Juanita
S.A., as well as a delegate to the shareholders meetings of Automóvil Club Argentino, counselor of
Fundación Fides and an alternate trustee of the Fundación Banco de Galicia y Buenos Aires.
Luis María Ribaya: Mr. Ribaya obtained a degree in law from the Universidad de Buenos
Aires. He has been associated with the Bank since 1971. He was elected director
of the Bank in September 2001, alternate director in June 2002 and elected again director in April
2003. Mr. Ribaya is also the chairman of Argencontrol S.A. and Mercado Abierto Electrónico
S.A., a director of Galicia Valores S.A. Sociedad de Bolsa, and an alternate trustee of
Fundación Banco de Galicia y Buenos Aires.
Guillermo Juan Pando: Mr. Pando has been associated with the Bank since 1969.
He was first elected alternate director of the Bank in September 2001 until June 2002, and in
April 2003 he was elected director. He is also chairman of Tarjetas Regionales S.A., Galicia
(Cayman) Ltd., Galicia Pension Fund Ltd. and Galicia Warrants, director of Galicia Factoring y
Leasing S.A., Tarjetas del Mar S.A. and Tarjeta Naranja S.A., liquidator of Gal Mobiliaria S.A.
Sociedad de Ahorro para Fines Determinados (in liquidation) and Galicia Capital Markets S.A. (in
liquidation) , alternate director of Electrigal S.A. and Distrocuyo S.A. and an alternate trustee
of Fundación Banco de Galicia y Buenos Aires.
Pablo Gutierrez: See Our Board of Directors.
Eduardo Oscar Del Piano: Mr. Del Piano obtained a degree in national public
accounting at the Universidad de Buenos Aires. He has been associated with the Bank as an
independent director since April 2004. Mr. Del Piano is also a syndic of La Rural de
Palermo S.A. and La Rural S.A.
Pablo María Garat: Mr. Garat obtained a degree in law at the Universidad de Buenos
Aires. He has been associated with the Bank as an independent director since April
2004. Mr. Garat has been an official representative of the Province of Tierra del Fuego
and an advisor to the Argentine Senate, and he currently develops its professional independent
activity at his own law firm and is a professor at the University of Constitutional Law and
Constitutional Tributary Law.
Eduardo Antonio Fanciulli: Mr. Fanciulli obtained a degree in business administration
from the Universidad de Buenos Aires. He has been associated with the Bank since 1983.
Mr. Fanciulli served as an alternate director of the Bank from September 2001 until June 2002
and, in April 2003 was elected again for the same position.
Raúl Héctor Seoane: Mr. Seoane obtained a degree in economics from the Universidad de Buenos
Aires. He has been associated with the Bank since 1988. Mr. Seoane has served as an alternate
director of the Bank since April 2005.
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Juan Carlos Fossatti: Mr. Fossatti obtained a degree in law from the Universidad de Buenos
Aires. He has been associated with the Bank since June 2002, when he was elected as an independent
alternate director at the annual general shareholders meeting. Mr. Fossatti is also a director of
Tierras del Bermejo S.A., Tierras del Tigre S.A., Grenoble Inversiones S.A., and Barlocher do
Brazil S.A. (Sao Paulo Brazil).
Osvaldo Héctor Canova: Mr. Canova obtained a degree in accounting at the Universidad de Buenos
Aires. He has been associated with the Bank since April 2004 when he was elected as an independent
alternate director. Mr. Canova has been a member of Harteneck, López y Cía. (now Price Waterhouse &
Co. S.R.L.) and Mcduliffe, Turquan Young. Mr. Canova is also President of Maynor S.A., an alternate
director of Telecom Argentina S.A. and a syndic of Arcor S.A.I. y C, Unilever S.A., Bagley
Argentina S.A., Inaral S.A., Helket S.A., Sociedad Anónima Grasas Refinadas Argentinas Comercial e
Industrial (SAGRA), Arisco S.A., Novartis S.A. and Cartocor S.A. and a trustee of Fleni and Pent.
Julio Pedro Naveyra: Mr. Naveyra obtained a degree in accounting at the Universidad de Buenos
Aires. He has been associated with the Bank since April 2004 when he was elected as an independent
alternate director. Mr. Naveyra has been a member of Harteneck, López y Cía. (now Price Waterhouse
& Co. S.R.L.). He is also a syndic of S.A. La Nación, Supermercados Makro S.A., Sandoz S.A.,
EssoMobil S.A., Ford Argentina S.R.L. and Ford Credit S.A., an alternate syndic of Transener S.A.,
a director of Gas Natural Ban S.A. and Telecom Argentina S.A. and Grupo Concesionario del Oeste
S.A.
Functions of the Board of Directors of Banco Galicia
The Banks Board of Directors may consist of three to nine permanent members. In addition,
there can be one or more alternate directors who can act during the temporary or permanent absence
of a director. As of the date of this annual report, seven directors and two alternate directors
were engaged on a full time basis in the day-to-day operations of the Bank. Messrs. Fossatti, Del
Piano, Garat, Canova and Naveyra are not employees of the Bank.
The Banks Board of Directors meets formally twice each week and informally on a daily basis.
The Banks Board of Directors is responsible for all of the major decisions, including those
relating to credit, the Banks securities portfolio, the design of the branch network and entering
into new businesses.
Members of the Banks Board of Directors serve on the following committees:
Risk Management Committee: Six directors, the Wholesale Banking Division manager, the Retail
Banking Division manager, the Treasury Division manager and the Risk Management Department manager
are members of this committee. The committee is responsible for establishing general limits (both
in accordance with regulatory requirements and with the Banks internal guidelines) and verifying
compliance with such limits with respect to the following risks: credit, cross border, currency,
interest rate, liquidity, market, securities holding, operational, etc. This committee meets at
least once every two months and acts formally by written resolutions.
Credit Committee: This committee is composed of four directors and the Credit Division
manager. The Wholesale Banking Division manager, the Retail Banking Division manager and the
Treasury Division manager may be present in case the account subject to the committees approval
belongs to any of those departments. The committee meets at least four times a week with a quorum
of at least one director. The committees function is to decide on loans greater than Ps.5.0
million in the case of corporate customers, on loans greater than Ps.1.0 million in the case of
individuals and on all loans to be granted to financial institutions (local or foreign) and related
companies. Approved operations are recorded in signed and dated documents.
Financial Risk Policy Committee: This committee is made up of six directors, the Retail
Banking Division manager, the Treasury Division manager and the Risk Management Department manager.
It is responsible for analyzing the evolution of the Banks business from a financial point of
view, as regards fund-raising and placement of assets. Moreover, this committee is in charge of the
follow-up and control of liquidity, interest-rate and currency mismatches. In all cases, it is
responsible for the creation of the Banks policies related to each of these areas. The committee
meets at least once every fifteen days and acts formally by written resolutions.
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Systems Committee: This committee is composed of six directors, the Retail Banking Division
manager, the Wholesale Banking Division manager, the Treasury Division manager, the Corporate
Services Division manager, the Operations Department manager, and the Organization Department
manager. This committee is in charge of supervising and approving new systems development
plans and budgets, as well as supervising these systems budget controls. It is also responsible
for approving the general design of the systems structure implemented and for supervising the
quality of the Banks systems. The committee meets at least once every three months. The committee
acts formally by written resolutions.
Audit Committee: In accordance with the requirements set forth by the Argentine Central Bank,
the Bank has an audit committee composed of two directors, one of which is an independent director,
and the Internal Audit manager. In addition, in its capacity as a publicly listed company (in
Argentina), the Bank must comply with the Régimen de Transparencia de la Oferta Pública (System
for the Transparency of Public Offerings) set forth by Decree No.677/2001 and by the rules
established by the CNV in its Resolutions No. 400, 402 and related rules. In order to comply with
the CNV rules regarding the composition of audit committees, which require such committees to be
composed of at least three directors with a majority of independent directors, the ordinary
shareholders meeting held on April 26, 2007, re-appointed Messrs. Eduardo O. Del Piano and Pablo
M. Garat as independent directors and, the Board of Directors held on April 27, 2007 confirmed them
as members of the audit committee. The third member, Daniel A. Llambías, a non-independent
director, was appointed by the Board of Directors as member of the audit committee.
The audit committee is primarily responsible for (i) issuing a report on the Board of
Directors proposed independent auditor and ensuring that independence criteria are met; (ii)
supervising the reliability of the Banks internal control system, including the accounting system,
and of external reporting of financial or other information; (iii) verifying compliance with the
applicable conduct rules; (iv) issuing a report on related party transactions and disclosing any
transaction where a conflict of interest exists with corporate governance bodies and controlling
shareholders, (v) following-up the use of information policies on risk management at the companys
main subsidiaries and (vi) reviewing the annual working plan of the Banks internal and independent
auditors, and issuing an opinion thereof. The audit committee has access to all information and
documentation that it requires and is broadly empowered to fulfill its duties. The audit committee
meets at least once a month.
Committee for the Control and Prevention of Money Laundering and for the Financing of
Terrorism: This committee is responsible for planning, coordinating, and promoting compliance with
the policies for the prevention and control of money laundering established and agreed on by the
Board of Directors, based on current regulations including the design of internal controls, the
training of the Banks employees and an internal audit control of the financing of terrorism. It is
composed of four directors, one of whom is the responsible officer, the Corporate Services Division
manager, the Wholesale Banking Division manager, the Risk Management Department manager, the
Distribution Division manager, the Human Resources and Organizational Development manager, the
Internal Audit manager, a representative of the supervisory committee, and the head of the
Anti-laundering Unit. The Anti-laundering Unit reports directly to this committee. In addition, in
accordance with Argentine Central Bank regulations, Director Dr. Enrique M. Garda Olaciregui was
appointed as the Banks officer responsible for the control and prevention of money laundering and
the financing of terrorism. The committee is scheduled to meet at least once every two months.
Resolutions must be registered in a minutes book bearing folios and seals.
Disclosure Committee: This committee was created to comply with the provisions of the
Sarbanes-Oxley Act of the United States of America issued in 2002. This committee is composed of
three directors, the Wholesale Banking Division manager, the Retail Banking Division manager, the
Treasury Division manager, the Credit Manager, the Planning and Management Control Division
manager, the internal auditor, the Accounting Department manager, the Financial Analysis and
Planning Department manager, the Relations with Investors and Rating Agencies Department manager,
as well as of a representative of the Banks supervisory committee. A member of the committee that
was created for the same purpose by Grupo Financiero Galicia also attends the meetings held by this
committee.
Human Resources Committee: This committee is in charge of the appointment and assignment of
staff, transfers, rotation and development of staff and headcount. This committee works at two
levels: (i) the Restricted Human Resources Committee which deals with the issues of staff included
in the 1 to 6 salary levels, is scheduled to meet at least every two weeks and acts formally by
written resolutions; and (ii) the Human Resources Committee
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which deals with the issues of staff included in salary levels 7, 8 and 9. It also deals with
the issues of staff included in level 10 and above, in which case it submits its recommendations to
the Board of Directors. The committee meets whenever there are issues that require consideration,
and acts with a quorum of at least one director. The committee acts formally by written
resolutions.
Assets and Liabilities Committee (Alco): This committee is in charge of analysis and
recommendations to the business divisions in connection with the management of interest-rate,
currency and maturity mismatches, with the goal of maximizing financial and foreign-exchange
results within acceptable parameters of risk and capital use. This committee is also responsible
for suggesting changes to these parameters, if necessary, to the Board of Directors. Two Directors,
the manager of the Planning and Management Control Division (this Division being the Funding Unit
manager), the Wholesale Banking Division manager, the Retail Banking Division manager, and the
Treasury Division manager are members of this committee. This committee appointed a permanent staff
composed of the Credit Division manager, the Risk Management, Planning and Budget Control,
Profitability and Resource Allocation, Asset Management, Financial Operations and the Financial
Analysis and Planning department managers. The committee meets at least once every two weeks. It
acts formally by written resolutions signed by two members.
Customer Assistance Committee: This committee is in charge of the general supervision of the
activities related to the attention, follow-up and resolution of customer complaints. The committee
will establish the standards for customer service, with the purpose of implementing improvements to
minimize the number of complaints and shorten response times. This committee is composed of two
Directors and the division and department managers and other officers whose participation is deemed
relevant. The committee is scheduled to meet at least once every two months. It acts formally by
written resolutions.
Periodically, the Board of Directors is advised as to the decisions taken by the various
committees, which are written down in minutes.
Banco Galicias Executive Officers
The following divisions report to the Banks Board of Directors:
|
|
|
Division |
|
Manager |
|
Wholesale Banking
|
|
Juan Miguel Woodyatt |
Retail Banking
|
|
Daniel A. Llambías (in charge) |
Treasury
|
|
To be appointed |
Distribution
|
|
Juan Sarquís |
Credit
|
|
Juan Carlos LAfflitto |
Corporative Services
|
|
Miguel Angel Peña |
|
Wholesale Banking: This Division is responsible for managing the Banks business related
to corporate customers. The areas reporting to wholesale banking are: Corporate Banking,
Middle-market Banking, Investment Banking, Capital Markets, Wholesale Marketing and Foreign Trade.
Retail Banking: This Division is responsible for managing the Banks business relating to
individuals. The areas reporting to Retail Banking are: Consumer Banking, Retail Marketing and
Private Banking.
Treasury: This Division is responsible for planning and managing the correct use of
financial resources and providing the appropriate funding for the Banks businesses, establishing
and applying the Banks deposit-raising and funding policies within the parameters established by
the Banks risk policies. It also manages short-term funds and the investment portfolio, ensuring
the correct execution of transactions. The following areas report to this Division: Financial
Analysis and Planning, Asset Management, Financial Operations, and International Banking and
Financing Relations.
Distribution: This division is in charge of the suitable coordination of the different
channels focused on each of the customer segments as well as the coordination of the offer of the
different products and services offered
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by the Bank. Two regional branch supervision departments and the Alternative Channels
Department report to the Distribution Division.
Credit: This Division is responsible for defining credit risk management policies, verifying
compliance with these policies, and developing the credit assessment models to be applied to the
different risk products. It is also responsible for approving credit extensions to the Banks
customers while ensuring that the credit quality of the Banks portfolio is preserved and
generating the information on credit risk required by the Banks Board of Directors and by the
regulatory authorities. The following areas report to this Division: Corporate Credit, Retail
Credit and Corporate Recovery.
Corporate Services: This Division is responsible for providing logistic support for all the
organizations operations. The following areas report to this Division: IT, Operations,
Administrative Services and Organization.
In addition, the Legal Counsel, Planning and Management Control, Internal Audit, Human
Resources and Organizational Development, Institutional Affairs, the Anti- Laundering Unit and
Chief Economist offices report to the Board of Directors. Messrs. Enrique M. Garda Olaciregui, Raúl
H. Seoane, Luis A. Díaz, Enrique C. Behrends, Diego F. Videla, Silvia Castiglioni and Nicolas
Dujovne are in charge of the aforementioned offices, respectively.
The following are the biographies of the Banks senior executive officers mentioned above and
not provided in the section Board of Directors of Banco Galicia or Our Board of Directors
above.
Juan Miguel Woodyatt: Mr. Woodyatt was born on October 8, 1955. He obtained a degree in
Business Administration from the Universidad Católica Argentina. He has been associated with the
Bank since 1990. Mr. Woodyatt is president of Net Investment and Galicia Private Equity Management
Corporation Ltd., a director of Galicia Factoring y Leasing S.A., Tarjetas Cuyanas S.A., Electrigal
S.A., alternate director of AEC S.A. and Distrocuyo S.A., a liquidator of Galicia Capital Markets
S.A. (in liquidation)
Juan H. Sarquis: Mr. Sarquis was born on June 23, 1957. He obtained a degree in economics at
the Argentine Catholic University. He has been associated with the Bank since 1982. Mr. Sarquís is
also alternate director of Tarjetas Regionales S.A., Tarjeta Naranja S.A., Tarjetas del Mar S.A.
and Tarjetas Cuyanas S.A.
Miguel Angel Peña: Mr. Peña was born on January 22, 1962. He obtained a degree in information
systems from the Universidad Nacional Tecnológica. He has been associated with the Bank since 1994.
Mr. Peña is a director of Tarjeta Naranja S.A. and an alternate director of Tarjetas Regionales
S.A. He is also a voting member of the ONG-Usuaria (Asociación Argentina de Usuarios de la
Informática y las Comunicaciones).
Juan Carlos LAfflitto: Mr. LAfflitto was born on September 15, 1958. He received a degree in
national public accounting at the Universidad de Buenos Aires. He has been associated with the Bank
since 1986. Prior to such time, he worked at Morgan, Benedit y Asociados, where he acted as advisor
and accountant. He has been a professor at the Universidad Católica Argentina until 1990.
Luis Alberto Díaz: Mr. Díaz was born on April 11, 1945. He obtained a degree in national
public accounting from the Universidad de Buenos Aires. He has been associated with the Bank since
1965.
Enrique Carlos Behrends: Mr. Behrends was on born January 31, 1946. He obtained a degree in
sociology from the Universidad del Salvador. Mr. Behrends has been associated with the Bank since
1987. Prior to such time, he worked at Arthur Andersen, Coopers & Lybrand and Ernst & Young.
Diego Francisco Videla: Mr. Videla was born on November 7, 1947. He has been associated with
the Bank since 1997. Prior to such time, he acted as an advisor in the privatization of Banco de la
Provincia de Misiones S.A. Mr. Videla is a voting member of Fundación Policía Federal Argentina and
a secretary of Fundación Escuela de Guerra Naval Argentina.
Nicolás Dujovne: Mr. Dujovne was born May 18, 1967. He received a degree in Economics at the
Universidad de Buenos Aires and a masters degree in Economy at the Universidad Torcuato Di Tella.
He has been
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associated with the Bank since 1997. Prior to such time, he worked at Citibank Argentina,
Alpha and Macroeconómica. In 1998, he served as chief of advisors to the Secretary of the Argentine
Treasury and, in 2000, as representative of the Ministry of Economy at the Argentine Central Banks
board of directors. He also worked as a consultant for The World Bank. In 2001 he returned to the
Bank as the Chief Economist.
Banco Galicias Supervisory Committee
Banco Galicias bylaws provide for a supervisory committee consisting of three members
(syndics) and three alternate members (alternate syndics). Pursuant to Argentine law and to the
provisions of the Banks bylaws, syndics and alternate syndics are responsible of ensuring that all
of the Banks actions are in accordance with applicable Argentine law. Syndics and alternate
syndics do not participate in business management and cannot have managerial functions of any type.
Syndics are responsible for, among other things, the preparation of a report to the shareholders
analyzing the Banks financial statements for each year and the recommendation to the shareholders
as to whether to approve such financial statements. Syndics and alternate syndics are elected at
the ordinary shareholders meeting for a one-year term and they can be reelected. Alternate syndics
act as alternates in the temporary or permanent absence of a syndic.
The table below shows the composition of Banco Galicias supervisory committee as they were
reelected by the annual shareholders meeting held on April 26, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year of |
|
|
|
Principal |
|
|
Name |
|
Appointment |
|
Position |
|
Occupation |
|
Current Term Ends |
|
Adolfo Héctor Melián
|
|
2007 |
|
|
|
Syndic
|
|
Lawyer
|
|
December 31, 2007 |
Norberto Daniel Corizzo
|
|
2007 |
|
|
|
Syndic
|
|
Accountant
|
|
December 31, 2007 |
Raúl Estevez
|
|
2007 |
|
|
|
Syndic
|
|
Accountant
|
|
December 31, 2007 |
Fernando Noetinger
|
|
2007 |
|
|
|
Alternate Syndic
|
|
Lawyer
|
|
December 31, 2007 |
Miguel N. Armando
|
|
2007 |
|
|
|
Alternate Syndic
|
|
Lawyer
|
|
December 31, 2007 |
Ricardo Adolfo Bertoglio
|
|
2007 |
|
|
|
Alternate Syndic
|
|
Accountant
|
|
December 31, 2007 |
|
For the biographies of Messrs. Adolfo Héctor Melián, Norberto D. Corizzo, Raúl Estevez,
Fernando Noetinger and Miguel Norberto Armando, see Our Supervisory Committee.
Ricardo Adolfo Bertoglio: Mr. Bertoglio obtained a degree in national public accounting at the
Universidad de Buenos Aires. He has been associated with the Bank since 2002. He was elected syndic
in June 2002 and served as a syndic until April 2006, at which time he was elected alternate
syndic. Mr. Bertoglio is also president of Plasmer S.A. and a syndic of Tarjetas Regionales S.A.
Compensation of Banco Galicias Directors and Officers
For fiscal year 2006, the Banks ordinary shareholders meeting held on April 26, 2007,
approved remuneration for the Banks Board of Directors in the total amount of Ps.12.5 million,
which includes the following:
|
|
|
total compensation, including salaries, variable compensation and other social
benefits for the directors that are also employees and for the technical and
administrative functions they perform, in accordance with section 25, subsection 2 of
the Banks bylaws; and |
|
|
|
|
compensation for the independent directors. |
The Banks bylaws establish that the Board of Directors will receive incentive remuneration,
when corresponding, in an amount approved by the shareholders meeting. Such amount shall not
exceed 6.0% of the Banks net income before income tax or any other tax that may replace it. The
incentive remuneration was not paid during fiscal years 2006, 2005 and 2004.
The Banks Board of Directors establishes the policy for compensation of the Banks personnel.
The Banks managers receive a fixed compensation and they may receive a variable compensation,
based on their performance.
-154-
Seven directors and two alternate directors are employees of the Bank and, therefore, receive
a fixed compensation and may also receive a variable compensation based on their performance,
provided that these additional payments do not exceed the standard levels of similar entities of
the Argentine financial market, a provision that is applicable to managers as well.
The compensation regime includes the possibility of acquiring a retirement insurance policy.
The Bank does not maintain stock-option plans or pension plans or any other retirement plans for
the benefit of its directors and managers.
The compensation of the Board of Directors must be approved by the shareholders meeting after
the end of the fiscal year.
As a result of the conclusion of the negotiations for the Banks foreign debt restructuring
during 2004, a limit per fiscal year was established to the aggregate amount that the Board of
Directors can receive as an honorarium. Those members of the Board of Directors who also hold
executive offices may receive additional payments as compensation for performing said functions,
provided that these additional payments do not exceed the standard levels prevailing in Argentinas
financial market. Under the terms of the loan agreements entered into by the Bank with its bank
creditors to restructure its foreign debt, the Bank has agreed not to make any payment to its
management in excess of market compensation.
During 2006, provisions were established by the Bank to cover the variable compensation of the
Banks Board of Directors and managers for the fiscal year. In March 2007, the Banks Board of
Directors decided to pay a variable compensation to certain Bank employees for the fiscal year
2006, based on the compensation for similar or equal job positions in the labor market, in
recognition of the performance and professional development of the respective beneficiaries during
fiscal year 2006. The corresponding amount was funded with reserves established during said fiscal
year. The Banks managers, excluding directors that are employees of the Bank, received a
compensation of Ps.64.6 million for fiscal year 2006. This amount includes the fixed and variable
compensations.
The Bank had a bonus program based on our shares and ADSs, in favor of certain members of the
senior management of the Bank and of its controlled or related companies. To this effect, in 2000,
the Galicia 2004 Trust was established, which purchased certain of our shares and ADSs. In 2001,
the beneficiaries were named and the remaining 157,669.4 of our shares and ADSs, that were part of
the Galicia 2004 Trust, were transferred to the Galicia 2005 Trust. In 2003, the Galicia 2004 Trust
was early terminated and the shares and ADSs were distributed to the appointed beneficiaries. On
May 31, 2006, the Galicia 2005 Trust expired and the remaining of our shares and ADSs returned to
the Bank and were sold before the end of fiscal year 2006.
Employees
The following table shows the composition of our staff:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Grupo
Financiero Galicia S.A. |
|
|
8 |
|
|
|
8 |
|
|
|
8 |
|
Banco de
Galicia y Buenos Aires S.A. |
|
|
4,676 |
|
|
|
4,118 |
|
|
|
3,946 |
|
Branches |
|
|
2,410 |
|
|
|
2,121 |
|
|
|
1,871 |
|
Head Office |
|
|
2,266 |
|
|
|
1,997 |
|
|
|
2,075 |
|
Galicia Uruguay |
|
|
13 |
|
|
|
18 |
|
|
|
19 |
|
Regional Credit-Card Companies |
|
|
3,174 |
|
|
|
2,586 |
|
|
|
2,216 |
|
Sudamericana Consolidated |
|
|
91 |
|
|
|
85 |
|
|
|
129 |
|
Other Subsidiaries |
|
|
31 |
|
|
|
34 |
|
|
|
46 |
|
|
|
|
Total |
|
|
7,993 |
|
|
|
6,849 |
|
|
|
6,364 |
|
|
Within the current legal framework, affiliation to the employee unions is voluntary and
there is only one union of bank employees with national representation. As of December 31, 2006,
approximately 7.82% of the Banks employees were affiliated with the national bank employee union.
The employees of the regional credit-card
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companies are affiliated with the national commerce employee union, in a percentage that
ranged from 2.2% to 4.3%, depending on the company, as of December 31, 2006. During the first
quarter of 2007 and 2006, the bank employee union and the national commerce employee union
renegotiated their respective collective labor agreements in order to establish new minimum wages.
As a result, in March 2007 and April 2006, salary increases were granted. Banco Galicia has not
experienced a strike by its employees since 1973 and the regional credit-card companies have not
experienced any strike event. We believe that our relationship with our employees has developed
within normal and satisfactory parameters.
We have a human resources policy that aims at providing our employees possibilities of growth
and personal and socio-economic achievement. We will continue our current policy of monitoring both
wage levels and labor conditions in the financial industry in order to be competitive.
Our employees receive fixed compensation and may receive variable compensation according to
their level of achievement. We do not maintain any profit-sharing programs for our employees.
The Fundación Banco de Galicia y Buenos Aires is an Argentine non-profit organization that
provides various services to Banco Galicia employees. The various activities of the Fundación
include, among others, managing the medical services of Banco Galicia employees and their families,
purchasing school materials for the children of Banco Galicia employees and making donations to
hospitals and other charitable causes, including cultural events. The Fundación is managed by a
Council. Certain members and alternate members of this council are members of our Board of
Directors and supervisory committee. Members and alternate members of the Council do not receive
remuneration for their services as trustees.
Nasdaq Corporate Governance Standards
Pursuant to Nasdaq Marketplace Rule 4350(a), a foreign private issuer may follow home country
corporate governance practices in lieu of the requirements of Rule 4350, provided that the foreign
private issuer complies with certain mandatory sections of Rule 4350, discloses each requirement of
Rule 4350 that it does not follow and describes the home relevant country practice followed in lieu
of such requirement. The requirements of Rule 4350 and the Argentine corporate governance practice
that we follow in lieu thereof are described below:
|
(i) |
|
Rule 4350(b)(1)(A) Distribution of Annual and Interim Reports. In lieu of the
requirements of Rule 4350(b)(1)(A), we follow Argentine law, which requires that companies
make public a Spanish language annual report, including annual audited consolidated
financial statements, by filing such annual report with the CNV and the BASE, within 70
calendar days of the end of the companys fiscal year. Interim reports must be filed with
the CNV and the BASE within 42 calendar days of the end of each fiscal quarter. The BASE
publishes the annual reports and interim reports in the BASE bulletin and makes the
bulletin available for inspection at its offices. In addition, our shareholders can receive
copies of annual reports and any interim reports upon such shareholders request. English
language translations of our annual reports and interim reports are furnished to the SEC.
We also post the English language translation of our annual reports and quarterly press
releases on our website. Furthermore, under the terms of the Second Amended and Restated
Deposit Agreement, dated as of June 22, 2000, among us, The Bank of New York, as
depositary, and owners of ADSs issued thereunder, we are required to furnish The Bank of
New York with, among other things, English language translations of our annual reports and
each of our quarterly press releases. Annual reports and quarterly press releases are
available for inspection by ADR holders at the offices of The Bank of New York located at,
101 Barclay Street, 22nd Floor, New York, New York. Finally, Argentine law
requires that 20 calendar days before the date of a shareholders meeting, the board of
directors must provide to the shareholders, at the companys executive office or through
electronic means, all information relevant to the shareholders meeting, including copies
of any documents to be considered by the shareholders (which includes the annual report),
as well as proposals of the companys board of directors. |
|
|
(ii) |
|
Rule 4350(c)(1) Majority of Independent Directors. In lieu of the requirements of
Rule 4350(c)(1), we follow Argentine law which does not require that a majority of the
board of directors be comprised of independent directors. Argentine law instead requires
that public companies in Argentina such as us must have a sufficient number of independent
directors to be able to form an audit committee of at least three members, the majority of
which must be independent pursuant to the criteria established by the CNV. In |
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|
|
|
addition, because we are a controlled company as defined in Rule 4350(c)(5), we are
relying on the exemption provided thereby for purposes of complying with Rule 4350(c)(1). |
|
|
(iii) |
|
Rule 4350(c)(2) Executive Sessions of the Board of Directors. In lieu of the
requirements of Rule 4350(c)(2), we follow Argentine law which does not require independent
directors to hold regularly scheduled meetings at which only such independent directors are
present (i.e., executive sessions). Our board of directors as a whole is responsible for
monitoring our affairs. In addition, under Argentine law, the Board of Directors may
approve the delegation of specific responsibilities to designated directors or non-director
managers of the company. Also, it is mandatory for public companies to form a supervisory
committee (composed of syndics) which is responsible for monitoring the legality of the
companys actions under Argentine law and the conformity thereof with its by-laws. Finally,
our audit committee has regularly scheduled meetings and, as such, such meetings will serve
a substantially similar purpose as executive sessions. |
|
|
(iv) |
|
Rule 4350(c)(3) Compensation of Officers. In lieu of the requirements of Rule
4350(c)(3), we follow Argentine law which does not require companies to form a compensation
committee comprised solely of independent directors. It also is not required in Argentina
for the compensation of the chief executive officer and all other executive officers to be
determined by either a majority of the independent directors or a compensation committee
comprised solely of independent directors. Under Argentine law, the board of directors is
the corporate body responsible for determining the compensation of the chief executive
officer and all other executive officers, so long as they are not directors. In addition,
under Argentine law, the audit committee shall give its opinion about the reasonableness of
managements proposals on fees and option plans for directors or managers of the company.
Finally, because we are a controlled company as defined in Rule 4350(c)(5), we are
relying on the exemption provided thereby for purposes of complying with Rule 4350(c)(3). |
|
|
(v) |
|
Rule 4350(c)(4) Nomination of Directors. In lieu of the requirements of Rule
4350(c)(4), we follow Argentine law which requires that directors be nominated directly by
the shareholders at the shareholders meeting and that they be selected and recommended by
the shareholders themselves. Under Argentine law, it is the responsibility of the ordinary
shareholders meeting to appoint and remove directors and to set their compensation. In
addition, because we are a controlled company as defined in Rule 4350(c)(5), we are
relying on the exemption provided thereby for purposes of complying with Rule 4350(c)(4). |
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(vi) |
|
Rule 4350(d)(1) Audit Committee Charter. In lieu of the requirements of Rule
4350(d)(1), we follow Argentine law which requires that audit committees have a charter but
does not require that companies certify as to the adoption of the charter nor does it
require an annual review and assessment thereof. Argentine law instead requires that
companies prepare a proposed plan or course of action with respect to those matters which
are the responsibility of the companys audit committee. Such plan or course of action
could, at the discretion of our audit committee, include a review and assessment of the
audit committee charter. |
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(vii) |
|
Rule 4350(d)(2) Audit Committee Composition. Argentine law does not require that
companies have an audit committee comprised solely of independent directors and it is
equally not customary business practice in Argentina to have such a committee. Argentine
law instead requires that companies establish an audit committee with at least three
members comprised of a majority of independent directors as defined by Argentine law.
Nonetheless, although not required by Argentine law, we have a three member audit committee
comprised of entirely independent directors, as independence is defined in Rule
10(A)-3(b)(1), one of which the Board has determined to be an audit committee financial
expert. In addition, we have a supervisory committee (comisión fiscalizadora) composed of
three syndics which are in charge of monitoring the legality, under Argentine law, of the
actions of our board of directors and the conformity of such actions with our by-laws. |
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|
(viii) |
|
Rule 4350(f) Quorum. In lieu of the requirements of Rule 4350(f), we follow Argentine
law and our bylaws, which distinguish between ordinary meetings and extraordinary meetings
and require, in connection with ordinary meetings, that a quorum consist of a majority of
stock entitled to vote. If no quorum is present at the first meeting, a second meeting may
be called at which the shareholders present, whatever their number, constitute a quorum and
resolutions may be adopted by an absolute majority of the votes present. Argentine law, and
our bylaws, require in connection with extraordinary meetings, that |
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a quorum consist of 60% of the stock entitled to vote. However, if such quorum is not
present at the first meeting, our bylaws provide that a second meeting may be called which
may be held with the number of shareholders present. In both ordinary and extraordinary
meetings, decisions are adopted by an absolute majority of votes present at the meeting,
except for certain fundamental matters (such as mergers and spin-offs (when we are not the
surviving entity and the surviving entity is not listed on any stock exchange),
anticipated liquidation, change in our domicile to outside of Argentina, total or partial
recapitalization of our statutory capital following a loss, any transformation in our
corporate legal form or a substantial change in our corporate purpose) which require an
approval by vote of the majority of all the stock entitled to vote (all stock being
entitled to only one vote). |
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(ix) |
|
Rule 4350(g) Solicitation of Proxies. In lieu of the requirements of Rule 4350(g), we
follow Argentine law which requires that notices of shareholders meetings be published,
for five consecutive days, in the Official Gazette and in a widely circulated newspaper in
Argentina no earlier than 45 calendar days prior to the meeting and at least 20 calendar
days prior to such meeting. In order to attend a meeting and be listed on the meeting
registry, shareholders are required to submit evidence of their book-entry share account
held at Caja de Valores up to three business days prior to the scheduled meeting date. If
entitled to attend the meeting, a shareholder may be represented by proxy (properly
executed and delivered with a certified signature) granted to any other person, with the
exception of a director, syndic, member of the surveillance committee (consejo de
vigilancia), manager or employee of the issuer, which are prohibited by Argentine law from
acting as proxies. In addition, our ADS holders receive, prior to the shareholders
meeting, a notice listing the matters on the agenda, a copy of the annual report and a
voting card. |
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(x) |
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Rule 4350(h) Conflicts of Interest. In lieu of the requirements of Rule 4350(h), we
follow Argentine law which requires that related party transactions be approved by the
audit committee when the transaction exceeds one percent (1%) of the corporations net
worth, measured pursuant to the last audited balance sheet, so long as the relevant
transaction exceeds the equivalent of three hundred thousand Argentine Pesos (Ps.300,000).
Directors can contract with the corporation only on terms consistent with prevailing market
terms. If the contract is not in accordance with prevailing market terms, such transaction
must be pre-approved by the board of directors (excluding the interested director). In
addition, under Argentine law, a shareholder is required to abstain from voting on a
business transaction in which its interests may be in conflict with the interests of the
company. In the event such shareholder votes on such business transaction and such business
transaction would not have been approved without such shareholders vote, such shareholder
may be liable to the company for damages and the resolution may be declared void. |
Other than as noted above, we are in full compliance with all other applicable Nasdaq
corporate governance standards.
Share Ownership
For information on the share ownership of our directors and executive officers as of December
31, 2006, see Item 7. Major Shareholders and Related Party TransactionsMajor Shareholders.
Item 7. Major Shareholders and Related Party Transactions
Major Shareholders
As of March 31, 2007, our capital structure was made up of class A shares, each of which is
entitled to five votes and class B shares, each of which is entitled to one vote. As of March 31,
2007, we had 1,241,407,017 shares outstanding composed of 281,221,650 class A shares and
960,185,367 class B shares (424,492,970 of which were evidenced by 42,449,297 ADSs).
Our controlling shareholders are members of the Escasany, Ayerza and Braun families and the
Fundación. As of March 31, 2007, the controlling shareholders owned 100% of our class A shares,
through EBA Holding, which in turn owns 22.7% of our total outstanding shares, and 10.7% of our
class B shares.
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Based on information that is available to us, the table below sets forth, as of March 31,
2007, the number of our class A and class B shares held by holders of more than 5% of each class of
shares, the percentage of each class of shares held by such holder, and the percentage of votes
that each class of shares represent as a percentage of our total possible votes.
Class A Shares
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Name |
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Class A Shares |
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% of Class A Shares |
|
% of Total Votes |
|
EBA Holding S.A. |
|
281,221,650 class A shares |
|
|
100 |
|
|
|
59.4 |
|
Class B Shares
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Name |
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Class B Shares |
|
% of Class B Shares |
|
% of Total Votes |
|
The Bank of New York(1) |
|
424,492,970 class B shares |
|
|
44.2 |
|
|
|
17.9 |
|
Members of the families that are shareholders
of EBA Holding S.A. |
|
102,828,011 class B shares |
|
|
10.7 |
|
|
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4.3 |
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|
Banco Santander Central Hispano(2) |
|
82,741,540 class B shares |
|
|
8.6 |
|
|
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3.5 |
|
|
BBVA Consolidar AFJP S.A.(3) |
|
55,452,386 class B shares |
|
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5.8 |
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2.3 |
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Met AFJP S.A.(4) |
|
49,707,821 class B shares |
|
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5.2 |
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2.1 |
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(1) |
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Pursuant to the requirements of Argentine law, all class B shares represented by ADSs
are owned of record by The Bank of New York, as Depositary. The address for the Bank of New
York is 101 Barclay Street, 22nd Floor, New York 10286, and the country of organization is the
United States. Includes the holdings of Banco Santander Central Hispano. |
|
(2) |
|
Information is based on a Schedule 13 G filed by Banco Santander Central Hispano dated
February 16, 2001. However, we have confirmed the amount with information provided by third
party companies. The address for Banco Santander Central Hispano is Plaza de Canalejas 28014,
Madrid, Spain, and the country of organization is the Kingdom of Spain. The holding is in
ADRs. |
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(3) |
|
Source: Superintendencia de AFJP (Pension Funds Superintendency). The address for BBVA
Consolidar AFJP S.A. is Av. Independencia 169 5th. Floor, Ciudad de Buenos Aires, Argentina,
and the country of organizations is Argentina. The holding is partly in ADRs. |
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(4) |
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Source: Superintendencia de AFJP (Pension Funds Superintendency). The address for Met AFJP
S.A. is Av. de Mayo 654 10th. Floor, Ciudad de Buenos Aires, Argentina, and the country of
organizations is Argentina. The holding is partly in ADRs. |
Based on information that is available to us, the table below sets forth, as of March 31,
2007, the shareholders that either directly or indirectly have more than 5% of our votes or shares.
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Name |
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Total Shares |
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% of Total Capital |
|
% of Total Votes |
|
Members of the controlling shareholders: |
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EBA Holding S.A. |
|
281,221,650 class A shares |
|
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22.7 |
|
|
|
59.4 |
|
Members of the families that are
shareholders of EBA Holding S.A. |
|
102,828,011 class B shares |
|
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8.3 |
|
|
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4.3 |
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Others: |
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The Bank of New York (1) |
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424,492,970 class B shares |
|
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34.2 |
|
|
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17.9 |
|
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Banco Santander Central Hispano |
|
82,741,540 class B shares |
|
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6.7 |
|
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3.5 |
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(1) |
|
Pursuant to the requirements of Argentine law, all class B shares represented by ADSs are owned
of record by The Bank of New York, as Depositary. |
Members of the three controlling families have historically owned the majority of the
issued share capital of Banco Galicia since 1959. Members of the Escasany family have been on the
Board of Directors of the Bank since 1923. The Ayerza and Braun families have been represented on
the Banks Board of Directors since 1943 and 1947, respectively. Currently, there is one member of
the controlling families on the Banks Board of Directors and four members of these families on our
Board of Directors. In addition, there are two alternate directors on our Board of Directors that
are members of the controlling families.
On September 13, 1999, the controlling shareholders of Banco Galicia formed EBA Holding S.A.,
an Argentine corporation, which is 100% owned by our controlling shareholders. EBA Holding holds
100% of our class A shares.
Currently, EBA Holding only has class A shares outstanding. EBA Holdings bylaws provide for
certain restrictions on the sale or transfer of its class A shares. While the class A shares of EBA
Holding may be transferred to any other class A shareholder of EBA Holding, any transfer of such
class A shares to third parties would automatically result in the conversion of the sold shares
into class B shares of EBA Holding having one vote per share. In addition, EBA Holdings bylaws
contain rights of first refusal, buy-sell provisions and tag-along rights.
A public shareholder of Banco Galicia, who indirectly owns in excess of 5% of the outstanding
capital stock of Banco Galicia, has granted a right of first refusal for the purchase of all or
part of its shares to certain of our controlling shareholders in the event such public shareholder
decides to sell all or part of its Banco Galicia shares.
As of March 31, 2007, we had 74 identified United States record shareholders (not considering
The Bank of New York), of which 36 held our class B shares, and 38 held our ADSs. Such United
States holders, in the aggregate, held approximately 160.0 million of our class B shares, directly
or through ADSs, representing approximately 12.9% of our total outstanding capital stock as of
March 31, 2007.
Related Party Transactions
Grupo Financiero Galicia and its non-banking subsidiaries are not a party to any transactions
with, and have not made any loan to, any of our directors, key management personnel or other
related persons, nor are there any proposed transactions with such persons.
Some of our directors and the directors of the Bank have been involved in certain credit
transactions with the Bank as permitted by Argentine law. The Corporations Law and the Argentine
Central Banks regulations allow directors of a limited liability company to enter into a
transaction with such company if such transaction follows prevailing market conditions.
Additionally, a banks total financial exposure to related individuals or legal entities is subject
to the regulations of the Argentine Central Bank. Such regulations set limits on the amount of
financial exposure that can be extended by a bank to affiliates based on, among other things, a
percentage of a banks RPC. See Item 4. Information on the CompanyArgentine Banking System and
RegulationArgentine Banking RegulationLending Limits.
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The Bank is required by the Argentine Central Bank to present to its Board of Directors, on a
monthly basis, the outstanding amounts of financial assistance granted to directors, controlling
shareholders, officers and other related entities, which are transcribed in the minute books of the
Board of Directors. The Argentine Central Bank establishes that the financial assistance to
directors, controlling shareholders, officers and other related entities must be granted on an
equal basis with respect to rates, tenor and guarantees as loans granted to the general public.
In this section total financial exposure comprises equity interests and financial assistance
(all credit related items such as loans, holdings of corporate debt securities without quotation,
guarantees granted and unused balances of loans granted), as this term is defined in Item 4.
Information on the CompanyArgentine Banking System and RegulationArgentine Banking
RegulationLending Limits.
Related parties refers to our directors and the directors of the Bank, our senior officers
and senior officers of the Bank, our syndics and the Banks syndics, our controlling shareholders
as well as all individuals who are related to them by a family relationship of first degree and any
entities directly or indirectly affiliated with any of these parties, not required to be
consolidated.
The following table presents the aggregate amounts of total financial exposure of the Bank to
related parties, the number of recipients, the average amounts and the single largest exposures as
of the end of the three fiscal years ended December 31, 2006 and as of April 30, 2007, the last
date for which information is available.
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In millions of peso except as noted |
|
April 30, 2007 |
|
December 31, 2006 |
|
December 31, 2005 |
|
December 31, 2004 |
|
Aggregate Total Financial Exposure |
|
Ps |
.27.9 |
|
|
Ps |
.19.3 |
|
|
Ps |
.78.0 |
|
|
Ps |
.80.7 |
|
Number of Recipient Related Parties |
|
|
208 |
|
|
|
205 |
|
|
|
204 |
|
|
|
220 |
|
Individuals |
|
|
166 |
|
|
|
163 |
|
|
|
160 |
|
|
|
175 |
|
Companies |
|
|
42 |
|
|
|
42 |
|
|
|
44 |
|
|
|
45 |
|
Average Total Financial Exposure |
|
Ps |
.0.1 |
|
|
Ps |
.0.1 |
|
|
Ps |
.0.4 |
|
|
Ps |
.0.4 |
|
Single Largest Exposure |
|
Ps |
.5.7 |
|
|
Ps |
.3.6 |
|
|
Ps |
.19.3 |
|
|
Ps |
.16.8 |
|
|
The financial assistance granted to our directors, officers and related parties by the
Bank, including the financial assistance that was restructured, was granted in the ordinary course
of business, on substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other non-related parties, and did not
involve more than the normal risk of collectibility or present other unfavorable features.
The Bank and us have executed a trademark license agreement under which the Bank has
authorized us to use the word Galicia in our corporate name and has authorized our direct or
indirect subsidiaries, other than those of the Bank, to use in their corporate names the Banks
registered trademarks, including the word Galicia, in promoting their products and services. The
trademark license agreement has a 10-year term, ending in June 2010, and provides for payment of an
annual royalty that amounted to Ps.914,850 in 2006.
Item 8. Financial Information
We have elected to provide the financial information set forth in Item 18 of this annual
report.
Legal Proceedings
We are party to the following legal proceedings:
(i) Theseus S.A. and Lagarcué S.A. v. Grupo Financiero Galicia S.A. Summary Proceeding: This
suit was filed on September 6, 2002. The suit is seeking to have Decree No. 677/01 and Resolutions
No. 400/02, No. 401/02 and No. 402/02 of the CNV declared unconstitutional, thereby curtailing our
ability thereunder to exclude minority shareholders. The plaintiff obtained an injunction on
September 26, 2003, which would prohibit us, in the event that we become the owner of more than 95%
of Banco Galicia (as of the date of this annual report we own less than 95%
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of Banco Galicia), from taking advantage of the above rules to exclude minority shareholders.
On October 29, 2004, the court found Chapter VII of Decree No. 677/01 to be unconstitutional. We
and the plaintiff both appealed and the case was transferred to the National Commercial Appeals
Chamber (Cámara Nacional de Apelaciones en lo Comercial). On February 27, 2006, The B courtroom
of the National Commercial Appeals Chamber decided to accept the appeal presented by us against the
ruling on the main file and, consequently revoked the sentence that had declared Decree No. 677/01
and Resolutions No. 400/02, No. 401/02 and No. 402/02 of the CNV unconstitutional. Pursuant to this
decision, on March 16, 2006, the same courtroom resolved that since the causes that had motivated
the rise of the suit to an injunction did not exist, the suit was abstract and, therefore, it was
dispatched to the lower court of origin. Consequently, we requested that the injunction be lifted,
which occurred on May 26, 2006. It should be noted that the matter, in itself, is not monetarily
measurable.
(ii) Theseus S.A. et al. v. Banco de Galicia y Buenos Aires S.A. and Grupo Financiero Galicia
S.A. Ordinary Proceeding: This suit was filed on March 11, 2003. The proceedings purpose is to
have the court declare null the corporate legal act done by Grupo Financiero Galicia with the
cooperation of Banco Galicia pursuant to which there was an exchange of class B shares of Banco
Galicia for class B shares of Grupo Financiero Galicia. We and Banco Galicia have answered the
claim, arguing in defense that the transaction was done under adequate legal terms and, among other
things, that there was not one act of exchange of shares but rather as many legal acts (exchange
agreements) as there were shareholders who tendered their Banco Galicia shares to receive our
shares (i.e., 3,172 legal acts). Therefore, in order to nullify all of the exchange contracts, it
would be necessary that every single person who tendered shares be named in the suit, not just
Banco Galicia and us. The material effect that the suit could have, if it were successful, which is
considered unlikely, is not monetarily measurable, since these additional defendants have not been
included in the suit. Currently, this suit is in the discovery stage.
On January 18, 2007, Grupo Financiero Galicia, the Bank and their respective Directors and
Syndics were notified of the passage of CNV Resolution No.15,557, dated as of January 11, 2007,
pursuant to which the CNV resolved to institute an investigation proceeding against all of the
above mentioned entities and persons with respect to potential violations of various regulations
relating to possible wrong use of information and the possible insufficient disclosure of
information, in each case relating to our purchase and sale, in the open market, of 2014 Notes and
2019 Notes, issued by the Bank in 2004. Promptly, such entities and persons presented their
respective defenses, after which a hearing was held in which it was agreed to commence an
evidentiary period with respect to such claims. Currently, the proceeding is in the final stage of
the evidentiary period, after which the CNV will have to pass a resolution with respect to the same
matter. The Bank and us sustain that the proceeding has no factual support and that all of the
actions related to the matter were performed according to applicable laws and regulations.
We do not expect that these suits will have a significant adverse effect on our financial
condition or profitability.
Banco Galicia
In response to certain pending legal proceedings, the Bank has made reserves to cover (i)
various types of claims filed by customers against it (e.g., claims for thefts from safe deposit
boxes, the cashing of checks that had been fraudulently altered, discrepancies related to deposit
and payment services rendered to its customers by the Bank, etc.) and (ii) estimated amounts
payable under labor related lawsuits filed against Banco Galicia by former employees. Please refer
to the captions Litigation and For Severance Payments in note 12 to our audited consolidated
financial statements for additional information concerning our reserves to cover these potential
liabilities.
As a result of the provisions of Decree No. 1,570/01, the Public Emergency Law, Decree No.
214/02 and concurrent regulations, and as a result of the restrictions on cash withdrawals and of
the measures that established the pesification and restructuring of foreign-currency deposits,
since December 2001, a significant number of claims has been filed against the Government and/or
financial institutions, formally challenging the emergency regulations and requesting prompt
payment of deposits in their original currency. Most lower and upper courts have declared the
emergency regulations unconstitutional. As a consequence of judicial orders, the Bank has had to
reimburse large amounts of deposits in their original currency or at the free-market exchange rate.
See note 31 to our consolidated financial statements as of December 31, 2006, included in this
annual report. As of December 31, 2006, the court orders received by the Bank requiring the
reimbursement of deposits in foreign or Argentine currency, at the free-
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market exchange rate, amounted to Ps.12.8 million and US$ 644.5 million. In
compliance with those court orders, as of the same date, the Bank had paid the amounts of
Ps.1,163.9 million and US$ 111.2 million to reimburse deposits, in pesos and in foreign currency.
On December 27, 2006, the Supreme Court ruled in the case of Massa vs. National State and
BankBoston that the defendant bank must fulfill its obligation to reimburse a dollar-denominated
deposit subject to the emergency regulations by paying the original amount deposited converted into
pesos at an exchange rate of Ps.1.40 per US dollar, adjusted by CER until the effective payment
date, together with a 4% annual interest payment and computing amounts paid in order to comply with
preliminary injunctions or other measures as payments on account of any such amount owed. On March
20, 2007, the Supreme Court ruled, in the case of EMM S.R.L. c/ Tía S.A. that Decree No. 214/2002
does not apply to judicial deposits, and that such deposits must be reimbursed to the depositors in
their original currency. Management continuously monitors and analyses the implications of such
ruling to similarly situated cases. During fiscal year 2006 and during the previous fiscal year,
the number of legal actions filed by customers requesting the reimbursement of deposits in their
original currency has decreased significantly.
Dividend Policy and Dividends
Dividend Policy
We may only declare and pay dividends out of our retained earnings representing the profit
realized on our operations and investments. The Corporations Law and our bylaws state that no
profits may be distributed until prior losses are covered. Dividends paid on our class A shares and
class B shares will equal one another on a per share basis.
As required by the Corporations Law, 5% of our net income is allocated to a legal reserve
until the reserve equals 20% of our outstanding capital. Dividends may not be paid if the legal
reserve has been impaired until it is fully restored. The legal reserve is not available for
distribution to shareholders.
As a holding company, our principal source of cash from which to pay dividends on our shares
is dividends or other intercompany transfers from our subsidiaries, primarily Banco Galicia. Due to
the dividend restrictions contained in the Banks loan agreements in connection with the Banks
foreign debt restructuring and in Argentine Central Bank regulations, as described below, our
ability to distribute cash dividends to our shareholders has been materially and adversely
affected.
Our ability to pay dividends to our shareholders in the future will principally depend on (i)
our net income (on a consolidated basis), (ii) availability of cash and (iii) applicable legal
requirements.
Holders of our ADSs will be entitled to receive any dividends payable in respect of our
underlying class B shares. We will pay cash dividends to the ADS depositary in pesos, although we
reserve the right to pay cash dividends in any other currency, including dollars. The ADS deposit
agreement provides that the depositary will convert cash dividends received by the ADS depositary
in pesos to dollars and, after deduction or upon payment of fees and expenses of the ADS depositary
and deduction of other amounts permitted to be deducted from such cash payments in accordance with
the ADS deposit agreement (such as for unpaid taxes by the ADS holders in connection with personal
asset taxes or otherwise), will make payment to holders of our ADSs in dollars.
Under the loan agreements entered into by the Bank in connection with its foreign debt
restructuring, the Bank may only pay dividends on its capital stock if there is no event of default
under the loan agreements and only after the aggregate principal amount of the long term
instruments and medium term instruments (together, but excluding the subordinated debt instruments
maturing in 2019, the senior debt) issued in its foreign debt restructuring is equal to or less
than 50% of the originally issued senior debt. If the Bank is able to pay dividends, it is required
to repay US$ 2 of the long term instruments issued in its foreign debt restructuring for each US$ 1
of dividends paid on its capital stock.
Argentine Central Bank regulations have further restricted the distribution of cash dividends
by the Bank.
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In April de 2002, through Communiqué A 3574, the Argentine Central Bank suspended the
ability of financial institutions to distribute dividends. Effective June 2004, through Communiqué
A 4152, the Argentine Central Bank lifted such suspension, but the distribution of dividends by
financial institutions remained subject to the prior approval of the Argentine Central Bank and to
certain conditions, among others, that the financial institution did not have any financial
assistance outstanding from the Argentine Central Bank. In addition, Communiqué A 3785
established that financial institutions should adjust earnings to be distributed as cash dividends
by the difference between the market value and the carrying value of the Compensatory Bond and the
Hedge Bond after netting the legal reserve and other reserves established by bylaws, if any.
By means of Communiqués A 4589 and A 4591, issued on October 29 and November 8, 2006, the
Argentine Central Bank modified the criteria by which a financial institution determines if it can
distribute profits, by establishing that dividends can be distributed up to the positive amount
that results from deducting from retained earnings, the reserves that may be legally and statutory
required, as well as the following items: i) the difference between the book value and the market
value of a financial institutions portfolio of public-sector assets; ii) the amount of the asset
representing the losses from amparo claims and iii) any adjustment required to be recognized by the
external auditors or the Argentine Central Bank but that has not been recognized.
In addition, to be able to distribute dividends, a financial institution must comply with the
capital adequacy rules also when deducting from its assets and retained earnings, for the purpose
of determining its ability to distribute dividends only, all of the items mentioned in the
paragraph above, as well as the asset recorded in connection with the minimum presumed income tax
and the amounts allocated to the repayment of long-term debt instruments computable as core
capital. In addition, in the same calculation, a financial institution will not be able to compute:
(i) the temporary reductions in the minimum capital required to cover the exposure to the public
sector (governed by the alfa 1 coefficient) currently in effect, as well as any other regulatory
forbearance that the Argentine Central Bank may provide, affecting minimum capital requirements,
computable regulatory capital or a financial institutions capital adequacy, and (ii) the amount of
profits that it wishes to distribute.
Under the new rules, dividend distribution requires the prior authorization of the Argentine
Central Bank, with such authorization having the purpose of verifying that the aforementioned
requirements have been fulfilled.
In light of the restrictions on Banco Galicias ability to make distributions, our current
policy is to retain earnings and cash flows to pay for our operating expenses and to support the
growth of our business.
Dividends
We have not paid any dividends since March 2001, due to the fact that Banco Galicia did not
post any distributable income as a result of the crisis and the other applicable restrictions.
The last cash dividend we received from Banco Galicia was in October 2001 for Ps.116.4
million, but those funds were deposited at Galicia Uruguay. The deposits we maintained at Galicia
Uruguay that may have otherwise been available for distribution or to pay our operating expenses,
were restructured and most of these deposits were converted into subordinated negotiable
obligations issued by Galicia Uruguay for US$ 43 million in late 2002. In July 2005 we forgave
these subordinated negotiable obligations.
In fiscal year 2006, we recorded a net loss per share and per ADS of Ps.(0.015) and
Ps.(0.150), respectively. Each ADS represents 10 class B (common) shares.
Significant Changes
No significant changes have occurred since the date of the annual financial statements
included in this annual report except for the following:
|
- |
|
During February 2007, we repurchased part of the debt issued as part of our debt
restructuring completed in May 2004 that was instrumented as loans. We repurchased loans
maturing in 2010 and in 2014 for an aggregate residual amount of US$ 178.8 million. These
transactions were carried at market value, which |
-164-
|
|
|
generated a US$ 6.9 million profit due to the difference between the market price and the
book value of the loans. The repurchase was funded through the sale of Boden 2012 Bonds in
the market, which generated a loss of approximately US$ 8.9 million due to the difference
between the market price and the book value of these bonds. |
|
|
- |
|
During the first quarter of 2007, we continued with the repayment of the financial
assistance from the Argentine Central Bank received during the 2001-2002 crisis, that was
originally due on October 2011, and have repaid the total balance of that liability which,
as of December 31, 2006 amounted to Ps.2,688.7 million. On January 3, 2007 we made a new
payment in advance for Ps.1,733.3 million on such debt, using the proceeds of the sale of
Secured Loans that took place in December 2006. During the first days of February 2007, we
paid the monthly installment due on that month according to the applicable repayment
schedule and, on March 2, 2007, we repaid the remaining balance of such financial assistance
in the amount of Ps.908.7 million. |
|
|
- |
|
On April 24 2007, we acquired the remaining Hedge Bond with Secured Loans for Ps.115.9
million of face value, in accordance with the direct swap alternative set forth in Decree
No. 905/02. The swap for public-sector assets, instead of the advance that had been
requested from the Argentine Central Bank, caused a Ps.32.8 million increase in the
acquisition cost of the remaining Hedge Bond. This loss was recognized in March 2007. In
addition, this acquisition generated a Ps.32.0 million loss, which was recorded during
February 2007, due to the recording at present value, in accordance with Argentine Central
Bank valuation rules, of Bogar Bonds released from their status as collateral for the
advance for the acquisition of the remaining Hedge Bond. As per Argentine Central Bank
valuation rules, under such status such bonds were recorded at their technical value. See
Item 4. Information on the CompanySelected Statistical InformationGovernment and
Corporate SecuritiesValuation. |
|
|
- |
|
After the close of the first quarter of fiscal year 2007, we continued with the process
of reducing our exposure to the public sector through the sale of Secured Loans for Ps.1,094
million. |
Item 9. The Offer and Listing
Shares and ADSs
Our class B shares are listed on the BASE and the Córdoba Stock Exchange under the symbol
GGAL. Our ADSs, each representing ten class B shares, are listed on the Nasdaq Capital Market,
under the symbol GGAL. Our ADSs have been listed on Nasdaq Capital Market since August 2002.
Previously, our ADSs were listed on the Nasdaq National Market since July 24, 2000.
On May 13, 2004, we issued 149.0 million preferred shares in connection with the restructuring
of the foreign debt of the Banks Head Office and its Cayman Branch. Under the terms and conditions
of the restructuring, our preferred shares were automatically convertible into class B shares on
May 13, 2005. Such conversion took place on May, 13, 2005. Our preferred shares have been listed on
the BASE and the Córdoba Stock Exchange under the symbol GGAL6 between May 13, 2004 and May 12,
2005.
The following tables present for the periods indicated the high and low closing prices and the
average trading volume of our class B shares and preferred shares on the BASE as reported by the
BASE and the high and low closing prices and the average trading volume of our ADSs on Nasdaq as
reported by the Nasdaq National Market and the Nasdaq Capital Market. There has been low trading
volume of our class B shares on the Córdoba Stock Exchange. The following prices have not been
adjusted for any stock dividends and/or stock splits.
|
|
|
|
|
|
|
|
|
|
|
|
|
Grupo Financiero Galicia - Class B Shares - Buenos Aires Stock Exchange (in Pesos) |
|
|
|
|
|
|
|
|
|
|
Average Daily Volume |
|
|
High |
|
Low |
|
(in thousands of Class B shares) |
|
Calendar Year |
|
|
|
|
|
|
|
|
|
|
|
|
2002 |
|
|
0.74 |
|
|
|
0.12 |
|
|
|
3,358.0 |
|
2003 |
|
|
2.02 |
|
|
|
0.69 |
|
|
|
4,175.3 |
|
-165-
|
|
|
|
|
|
|
|
|
|
|
|
|
Grupo Financiero Galicia - Class B Shares - Buenos Aires Stock Exchange (in Pesos) |
|
|
|
|
|
|
|
|
|
|
Average Daily Volume |
|
|
High |
|
Low |
|
(in thousands of Class B shares) |
|
2004(1) |
|
|
2.61 |
|
|
|
1.42 |
|
|
|
5,571.5 |
|
2005 |
|
|
2.81 |
|
|
|
2.06 |
|
|
|
4,784.6 |
|
2006 |
|
|
2.86 |
|
|
|
1.72 |
|
|
|
4,045.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Two Most Recent Fiscal Years |
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
2.81 |
|
|
|
2.13 |
|
|
|
6,232.6 |
|
Second Quarter |
|
|
2.60 |
|
|
|
2.06 |
|
|
|
5,238.9 |
|
Third Quarter |
|
|
2.53 |
|
|
|
2.19 |
|
|
|
4,050.2 |
|
Fourth Quarter |
|
|
2.51 |
|
|
|
2.06 |
|
|
|
3,592.8 |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
2.40 |
|
|
|
2.11 |
|
|
|
2,471.0 |
|
Second Quarter |
|
|
2.32 |
|
|
|
1.76 |
|
|
|
1,976.2 |
|
Third Quarter |
|
|
2.10 |
|
|
|
1.72 |
|
|
|
1,208.8 |
|
Fourth Quarter |
|
|
2.86 |
|
|
|
2.03 |
|
|
|
2,552.3 |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
3.37 |
|
|
|
2.69 |
|
|
|
2,762.6 |
|
Second Quarter (through May 31, 2007) |
|
|
3.34 |
|
|
|
3.01 |
|
|
|
1,666.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Most Recent Six Months |
|
|
|
|
|
|
|
|
|
|
|
|
December 2006 |
|
|
2.86 |
|
|
|
2.41 |
|
|
|
3,368.3 |
|
January 2007 |
|
|
2.90 |
|
|
|
2.69 |
|
|
|
2,163.3 |
|
February 2007 |
|
|
3.37 |
|
|
|
2.79 |
|
|
|
3,200.2 |
|
March 2007 |
|
|
3.24 |
|
|
|
2.86 |
|
|
|
2,964.1 |
|
April 2007 |
|
|
3.34 |
|
|
|
3.20 |
|
|
|
2,074.9 |
|
May 2007 |
|
|
3.27 |
|
|
|
3.01 |
|
|
|
1,316.1 |
|
|
|
(1) On April 28, 2004, our class B shares began trading ex-coupon, which coupon related to the
right to subscribe for the preferred shares as part of the preemptive rights offering. The value of
each class B share was reduced by the value of the coupon of Ps.0.101
per class B share. |
|
As of June 22, 2007, the closing price of our class B shares was Ps.3.09.
|
|
Grupo Financiero Galicia Preferred Shares Outstanding from May 13, 2004 to May 11, 2005 Buenos Aires Stock Exchange (in Pesos) |
|
|
|
|
|
|
|
|
|
|
Average Daily Volume |
|
|
High |
|
Low |
|
(in thousands of preferred shares) |
|
Calendar Year |
|
|
|
|
|
|
|
|
|
|
|
|
2004 (from May 13, 2004) |
|
Ps |
.2.48 |
|
|
Ps |
.1.29 |
|
|
|
490.0 |
|
2005 (through May 11, 2005) |
|
|
2.72 |
|
|
|
2.03 |
|
|
|
183.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Most Recent Fiscal Year |
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter (from May 13, 2004) |
|
|
1.59 |
|
|
|
1.29 |
|
|
|
345.6 |
|
Third Quarter |
|
|
1.87 |
|
|
|
1.33 |
|
|
|
681.4 |
|
Fourth Quarter |
|
|
2.48 |
|
|
|
1.88 |
|
|
|
376.1 |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
2.72 |
|
|
|
2.10 |
|
|
|
230.9 |
|
Second Quarter (through May 11, 2005) |
|
|
2.34 |
|
|
|
2.03 |
|
|
|
81.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Most Recent Six Months |
|
|
|
|
|
|
|
|
|
|
|
|
December 2004 |
|
|
2.48 |
|
|
|
1.99 |
|
|
|
275.2 |
|
January 2005 |
|
|
2.44 |
|
|
|
2.26 |
|
|
|
146.0 |
|
February 2005 |
|
|
2.69 |
|
|
|
2.37 |
|
|
|
184.3 |
|
March 2005 |
|
|
2.72 |
|
|
|
2.10 |
|
|
|
360.3 |
|
April 2005 |
|
|
2.25 |
|
|
|
2.03 |
|
|
|
100.4 |
|
May 2005 (through May 11, 2005) |
|
|
2.34 |
|
|
|
2.15 |
|
|
|
32.9 |
|
-166-
|
|
|
|
|
|
|
|
|
|
|
|
|
Grupo Financiero Galicia ADSs - Nasdaq National Market / Nasdaq Capital Market (in US$) |
|
|
|
|
|
|
|
|
|
|
Average Daily Volume |
|
|
High |
|
Low |
|
(in thousands of ADRs) |
|
Calendar Year |
|
|
|
|
|
|
|
|
|
|
|
|
2002 |
|
|
3.45 |
|
|
|
0.22 |
|
|
|
242.8 |
|
2003 |
|
|
6.73 |
|
|
|
2.05 |
|
|
|
238.1 |
|
2004 |
|
|
8.85 |
|
|
|
4.65 |
|
|
|
324.2 |
|
2005 |
|
|
9.62 |
|
|
|
6.87 |
|
|
|
347.3 |
|
2006 |
|
|
9.42 |
|
|
|
5.61 |
|
|
|
190.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Two Most Recent Fiscal Years |
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
9.62 |
|
|
|
7.28 |
|
|
|
518.5 |
|
Second Quarter |
|
|
9.05 |
|
|
|
6.99 |
|
|
|
281.4 |
|
Third Quarter |
|
|
8.90 |
|
|
|
7.70 |
|
|
|
262.8 |
|
Fourth Quarter |
|
|
8.72 |
|
|
|
6.87 |
|
|
|
334.4 |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
7.84 |
|
|
|
6.91 |
|
|
|
237.4 |
|
Second Quarter |
|
|
7.70 |
|
|
|
5.70 |
|
|
|
181.4 |
|
Third Quarter |
|
|
6.83 |
|
|
|
5.61 |
|
|
|
121.7 |
|
Fourth Quarter |
|
|
9.42 |
|
|
|
6.60 |
|
|
|
221.0 |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
11.12 |
|
|
|
8.69 |
|
|
|
289.3 |
|
Second Quarter (through May 31, 2007) |
|
|
11.00 |
|
|
|
9.89 |
|
|
|
263.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Most Recent Six Months |
|
|
|
|
|
|
|
|
|
|
|
|
December 2006 |
|
|
9.42 |
|
|
|
7.89 |
|
|
|
196.7 |
|
January 2007 |
|
|
9.74 |
|
|
|
8.69 |
|
|
|
176.4 |
|
February 2007 |
|
|
11.12 |
|
|
|
9.09 |
|
|
|
270.8 |
|
March 2007 |
|
|
10.42 |
|
|
|
9.22 |
|
|
|
408.0 |
|
April 2007 |
|
|
11.00 |
|
|
|
10.42 |
|
|
|
251.9 |
|
May 2007 |
|
|
10.79 |
|
|
|
9.89 |
|
|
|
273.5 |
|
|
As of June 22, 2007, the closing price of our ADS was US$ 9.93.
The following tables present for the periods indicated the high and low closing prices and the
average trading volume of the Banks class B shares on the BASE as reported by the BASE and the
high and low closing prices and the average trading volume of the Banks ADSs on the Nasdaq
National Market as reported by the Nasdaq National Market. Banco Galicias ADSs (trading
symbol BGALY) were delisted from the Nasdaq National Market on July 31, 2000. Banco
Galicia class B shares continue to be listed on the BASE with very low trading volume.
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco Galicia Class B Shares - Buenos Aires Stock Exchange (in Pesos) |
|
|
|
|
|
|
|
|
|
|
Average Daily Trading Volume |
|
|
High |
|
Low |
|
( in thousand Class B shares) |
|
Calendar Year |
|
|
|
|
|
|
|
|
|
|
|
|
2002 |
|
|
1.63 |
|
|
|
0.45 |
|
|
|
0.96 |
|
2003 |
|
|
3.85 |
|
|
|
1.58 |
|
|
|
1.06 |
|
2004 |
|
|
5.10 |
|
|
|
3.30 |
|
|
|
1.22 |
|
2005 |
|
|
4.30 |
|
|
|
3.60 |
|
|
|
1.96 |
|
2006 |
|
|
4.50 |
|
|
|
3.04 |
|
|
|
1.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Two Most Recent Fiscal Years |
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
4.30 |
|
|
|
3.65 |
|
|
|
1.34 |
|
Second Quarter |
|
|
3.90 |
|
|
|
3.60 |
|
|
|
2.08 |
|
-167-
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco Galicia Class B Shares - Buenos Aires Stock Exchange (in Pesos) |
|
|
|
|
|
|
|
|
|
|
Average Daily Trading Volume |
|
|
High |
|
Low |
|
( in thousand Class B shares) |
|
Third Quarter |
|
|
4.20 |
|
|
|
3.64 |
|
|
|
2.05 |
|
Fourth Quarter |
|
|
4.25 |
|
|
|
3.85 |
|
|
|
2.38 |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
4.25 |
|
|
|
3.65 |
|
|
|
1.04 |
|
Second Quarter |
|
|
3.65 |
|
|
|
3.38 |
|
|
|
2.21 |
|
Third Quarter |
|
|
3.35 |
|
|
|
3.04 |
|
|
|
1.21 |
|
Fourth Quarter |
|
|
4.5 |
|
|
|
3.32 |
|
|
|
1.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
6.46 |
|
|
|
4.25 |
|
|
|
5.94 |
|
Second Quarter (through May 31, 2007) |
|
|
5.8 |
|
|
|
5.2 |
|
|
|
2.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Most Recent Six Months |
|
|
|
|
|
|
|
|
|
|
|
|
December 2006 |
|
|
4.50 |
|
|
|
3.80 |
|
|
|
1.98 |
|
January 2007 |
|
|
4.50 |
|
|
|
4.25 |
|
|
|
3.69 |
|
February 2007 |
|
|
6.46 |
|
|
|
4.35 |
|
|
|
12.36 |
|
March 2007 |
|
|
5.40 |
|
|
|
5.00 |
|
|
|
2.36 |
|
April 2007 |
|
|
5.80 |
|
|
|
5.33 |
|
|
|
2.34 |
|
May 2007 |
|
|
5.45 |
|
|
|
5.20 |
|
|
|
1.77 |
|
|
As of June 22, 2007, the closing price of the Banks class B shares was Ps.5.10.
|
|
|
|
|
|
|
|
|
Banco Galicia ADSs Nasdaq National Market (in US$) |
|
|
|
|
|
|
Average Daily Trading Volume |
|
|
|
|
|
|
(in thousands of Class B |
|
|
High |
|
Low |
|
Shares) (1) |
|
Calendar Year |
|
|
|
|
|
|
|
|
2000
|
|
US$ 22.44
|
|
US$12.75
|
|
|
1,889.97 |
|
|
|
|
|
(1) |
|
One ADS equaled four class B shares. |
Argentine Securities Market
The principal and oldest exchange for the Argentine securities market is the BASE. The BASE
started operating in 1854 and handles approximately 95% of all equity trading in Argentina.
Securities listed on the BASE include corporate equity and debt securities and government
securities. Debt securities listed on the BASE may also be listed on the MAE. The Buenos Aires
Stock Market (the MERVAL), which is affiliated with the BASE, was founded in 1929 and is the
largest stock market in Argentina. The MERVAL is a corporation whose 133 shareholder members are
the only individuals and entities authorized to trade, either as principal or as agent, in the
securities listed on the BASE. Although there are 183 MERVAL shares outstanding, some banks and
brokers own more than one share and currently there are 133 members.
Trading on the BASE is conducted mostly through the Sistema Integrado de Negociación Asistida
por Computación (Integrated Computer Assisted Trading System, SINAC) although there are still
some transactions carried out by continuous open outcry, the traditional auction system, from 11:00
a.m. to 5:00 p.m. each business day of the year. SINAC is a computer trading system that permits
trading in debt and equity securities and is accessed by brokers directly from workstations located
at their offices. As a result of an agreement between the Buenos Aires Stock Market and the MAE,
equity securities are traded exclusively on the BASE and corporate and government debt securities
are traded on the MAE and the BASE. Currently, all transactions relating to listed corporate and
government debt securities can be effected on SINAC. In addition, a substantial over-the-counter
market exists for private trading in listed debt securities and, prior to the agreement, equity
securities. Such trades are reported on the MAE.
Although companies may list all of their capital stock on the BASE, in most cases the
controlling shareholders retain the majority of a companys capital stock. This results in only a
relatively small percentage of most companies stock being available for active trading by the
public on the BASE. Even though individuals have historically constituted the largest group of
investors in Argentinas equity markets, in recent years, banks and insurance companies
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have shown an interest in these markets. Argentine pension funds also represent an increasing
percentage of BASE trading activity. As of March 31, 2007, such pension funds held approximately
7.5% of market capitalization. Argentine mutual funds, by contrast, continue to have very low
participation in the market. Although 104 companies had equity securities listed on the BASE as of
December 31, 2006, the 10 most-traded companies on the exchange accounted for approximately 88% of
total trading value during 2006. Our shares were the third most-traded shares on the BASE in 2006,
with a 9% share of trading volume.
The Córdoba Stock Exchange is another important stock market in Argentina. Securities listed
on the Córdoba Stock Exchange include both corporate equity and debt securities and government
securities. Through an agreement with the BASE, all of the securities listed on the BASE are
authorized to be listed and subsequently traded on the Córdoba Stock Exchange. Thus, many
transactions that originate on the Córdoba Stock Exchange relate to companies listed on the BASE
and such trades are subsequently settled in Buenos Aires.
Market Regulations
The CNV oversees the Argentine securities markets and is responsible for authorizing public
offerings of securities and supervising brokers, public companies and mutual funds. Argentine
pension funds and insurance companies are regulated by separate Government agencies, while
financial institutions are regulated mainly by the Argentine Central Bank. The Argentine securities
markets are governed generally by Law No. 17,811, as amended, which created the CNV and regulates
stock exchanges, market operations and public offering of securities.
In compliance with the provisions of Law No. 20,643 and the Decrees No. 659/74 and No.
2220/80, most debt and equity securities traded on the exchanges and the MAE must, unless otherwise
instructed by the shareholders, be deposited by the shareholders in Caja de Valores, which is a
corporation owned by the BASE, the MERVAL and certain provincial exchanges. Caja de Valores is the
central securities depository of Argentina, which provides depository facilities for securities and
acts as a transfer and paying agent in connection therewith. It also handles settlement of
securities transactions carried out on the BASE and operates the computerized exchange information
system.
The level of regulation of the market for Argentine securities and investors activities in
that market is low relatively to the United States and certain other countries, and enforcement of
existing regulatory provisions has been limited. In addition, there may be less publicly available
information about Argentine companies than is regularly published by or about companies in these
countries. However, the CNV has taken steps to strengthen disclosure and regulatory standards for
the Argentine securities market, including the issuance of regulations prohibiting insider trading
and requiring insiders to report on their ownership of securities, with associated penalties for
non-compliance.
In order to improve Argentine securities market regulation, Decree No. 677/01, Capital
Transparency and Best Practices, was promulgated and took effect on June 1, 2001. This decree has
come to be regarded as the financial consumers bill of rights. Its objective is to provide
transparency and protection to participants in the capital markets. The decree applies to
individuals and entities that participate in the public offering of securities and to stock
exchanges as well. Among its key provisions, the decree broadens the definition of security;
governs the treatment of negotiable securities; obligates publicly listed companies to form audit
committees composed of three or more members of the board of the directors, the majority of whom
must be independent under CNV regulations; authorizes market-stabilization transactions under
certain circumstances; governs insider trading, market manipulation and securities fraud; and
regulates going-private transactions and acquisitions of voting shares, including controlling
stakes in public companies.
In order to offer securities to the public in Argentina, an issuer must meet certain
requirements of the CNV regarding assets, operating history, management and other matters, and only
securities for which an application for a public offering has been approved by the CNV may be
listed on the corresponding stock exchange. This approval does not imply any kind of certification
of assurance related to the merits of the quality of the securities, or the solvency of the issuer.
Issuers of listed securities are required to file unaudited quarterly financial statements and
audited annual financial statements, as well as various other periodic reports, with the CNV and
the corresponding stock exchange.
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Securities can be freely traded in Argentine markets but certain restrictions exist to access
by residents and non-residents to the local foreign exchange market and to transfers of foreign
exchange abroad. See Item 4. Information on the CompanyGovernment RegulationForeign Exchange
Market.
Item 10. Additional Information
Description of Our Bylaws
General
Set forth below is a brief description of certain provisions of our bylaws and Argentine law
and regulations with regard to our capital stock. Your rights as a holder of our capital stock are
subject to Argentine corporate law, which may differ from the corporate laws of other
jurisdictions. This description is not purported to be complete and is qualified in its entirety by
reference to our bylaws, Argentine law and the rules of the BASE, the Córdoba Stock Exchange as
well as the CNV. A copy of our bylaws has been filed with and can be examined at the CNV in Buenos
Aires and the SEC in Washington, D.C.
We were incorporated on September 14, 1999, as a stock corporation (a sociedad anónima)
under the laws of Argentina and registered on September 30, 1999, with the Argentine
Superintendency of Companies, or IGJ, under corporate registration number 14,519 of Book 7, Volume
of Stock Corporations. Our domicile is in Buenos Aires, Argentina. Under our bylaws, our duration
is until June 30, 2100. This duration may be extended by resolution taken at a general
extraordinary shareholders meeting.
During the shareholders meeting held on April 23, 2003, we decided not to adhere to the
Optional Statutory System for the Mandatory Acquisition of Shares in a Public Offering regime in
compliance with Decree No. 677/01, which requires a company to announce whether it has
adopted this regime.
Outstanding Capital Stock
Our total subscribed and paid-in share capital as of December 31, 2006, amounted to
Ps.1,241,407,017, composed of class A ordinary shares (the class A shares), and class B ordinary
shares (the class B shares), each with a par value of Ps.1.00. The following table presents the
number of our shares outstanding as of December 31, 2006, and the voting interest that the shares
represent.
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As of December 31, 2006 |
Shares |
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Number |
of Shares |
% of Capital Stock |
% of Voting Rights |
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Class A shares |
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281,221,650 |
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22.7 |
% |
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59.4 |
% |
Class B shares |
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960,185,367 |
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77.3 |
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40.6 |
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Total |
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1,241,407,017 |
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100.0 |
% |
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100.0 |
% |
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Registration and Transfer
The class B shares are book-entry common shares held through Caja de Valores. Caja de Valores
maintains a stock registry for us and only those persons listed in such registry will be recognized
as our shareholders. Caja de Valores periodically delivers to us a list of the shareholders as at a
certain date.
The class B shares are transferable on the books of Caja de Valores. Caja de Valores records
all transfers in our registry. Within 10 days of any such transfer, Caja de Valores is required to
confirm the registration of transfer with the transferor.
Voting Rights
At shareholders meetings, each class A share is entitled to five votes and each class B share
is entitled to one vote. However, class A shares are entitled to only 1 vote in certain matters,
such as:
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a merger or spin-off in which we are not the surviving corporation, unless the
acquirers shares are authorized to be publicly offered or listed on any stock exchange; |
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a transformation in our legal corporate form; |
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a fundamental change in our corporate purpose; |
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a change of our domicile to outside Argentina; |
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a voluntary termination of our public offering or listing authorization; |
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our continuation following a delisting or a mandatory cancellation of our public
offering or listing authorization; |
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a total or partial recapitalization of our statutory capital following a loss; or |
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the appointment of syndics. |
All distinctions between our class A shares and our class B shares will be eliminated upon the
occurrence of any of the following change of control events:
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EBA Holding sells 100% of its class A shares; |
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EBA Holding sells a portion of our class A shares to a third person who, when
aggregating all our class A shares with our class B shares owned by such person, if any,
obtains 50% plus one vote of our total votes; or |
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the current shareholders of EBA Holding sell shares of EBA Holding that will allow the
buyer to exercise more than 50% of the voting power of EBA Holding at any general
shareholders meeting of EBA Holding shareholders, except for transfers to other current
shareholders of EBA Holding or to their heirs or their legal successors or to entities
owned by any of them. |
Limited Liability of Shareholders
Shareholders are not liable for our obligations. Shareholders liability is limited to the
payment of the shares for which they subscribe. However, shareholders who have a conflict of
interest with us and do not abstain from voting may be held liable for damages to us. Also,
shareholders who willfully or negligently vote in favor of a resolution that is subsequently
declared void by a court as contrary to Argentine law or our bylaws may be held liable for damages
to us or to third parties, including other shareholders, resulting from such resolutions.
Directors
Our bylaws provide that the board of directors shall be composed by at least three and at most
nine members, as decided at a general ordinary shareholders meeting. To be appointed to our board
of directors, such person must have been presented as a candidate by shareholders who represent at
least 10% of our voting rights, at least three business days before the date the general ordinary
shareholders meeting is to be held.
At each annual shareholders meeting, the term of one third of the members of our board of
directors (no fewer than three directors) expires and their successors are elected to serve for a
term of three years. The shareholders meeting shall have the power to fix a shorter period (one or
two years) for the terms of office of one, several or all of the directors. This system of electing
directors is intended to help maintain the continuity of the board. Alternate directors replace
directors until the following general ordinary shareholders meeting is held. Directors may also be
replaced by alternate directors if a director will be absent from a board meeting. The board of
directors is required to meet at least once every month and anytime any one of the directors or
syndics requests.
Our bylaws state that the board of directors may decide to appoint an executive committee
and/or a delegate director.
Appointment of Directors and Syndics by Cumulative Voting
The Corporations Law provides for the use of cumulative voting to enable minority
shareholders to appoint members of the board of directors and syndics. Upon the completion of
certain requirements, shareholders are entitled to appoint up to one third of the vacancies to be
filled on the board of directors by cumulative voting. Each shareholder voting cumulatively has the
number of votes resulting from multiplying the number of votes to which such shareholder would
normally be entitled by the number of vacancies to be filled. Such shareholder may
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apportion his votes or cast all such votes for one or a number of candidates not exceeding one
third of the vacancies to be filled.
Compensation of Directors
The Corporations Law and the CNV establish rules regarding the compensation of directors. The
maximum amount of aggregate compensation that the members of the board of directors may receive,
including salaries and other compensation for the performance of permanent technical and
administrative services, may not exceed 25.0% of profits of each fiscal year. This maximum amount
shall be limited to 5.0% when no dividends are distributed to the shareholders and shall be
increased proportionately to the dividend distribution until the 25.0% limit is reached when all
profits are distributed.
The Corporations Law provides that aggregate director compensation may exceed the maximum
percentage of computable profit in any one year when the Companys profits are non-existent or too
small as to allow payment of a reasonable compensation to Board members which have been engaged in
technical or administrative services to the Company, provided that such proposal is described in
the notice of the agenda for the ordinary shareholders meeting and is approved by a majority of
shareholders present at such shareholders meeting.
In addition to the above, our bylaws establish that best practices and national and
international market standards regarding directors with similar duties and responsibilities shall
be considered when determining the compensation of Board members.
Syndics
Our bylaws, in accordance with Argentine law, provide for the maintenance of a supervisory
committee whose members are three permanent syndics and three alternate syndics. Syndics are
elected for a one-year term and may be reelected. Alternate syndics replace permanent syndics in
case of absence. For the appointment of syndics, each of our class A shares and class B shares has
only one vote. Fees for syndics are established by the shareholders at the annual ordinary
shareholders meeting. Their function is to oversee the management of the company, to control the
legality of the actions of the board of directors, to attend all board of directors meetings, to
attend all shareholders meetings, to prepare reports for the shareholders on the financial
statements with their opinion, and to provide information regarding the company to shareholders
that represent at least 2% of the capital stock. Syndics liabilities are joint and several and
unlimited for the non-fulfillment of their duties. They are also jointly and severally liable,
together with the members of the board of directors, if the proper fulfillment of their duties as
syndics would have avoided the damage or the losses caused by the members of the board of
directors.
Shareholders Meetings
Shareholders meetings may be ordinary meetings or extraordinary meetings. An annual ordinary
shareholders meeting is required to be held in each fiscal year to consider the matters outlined
in Article 234 of the Corporations Law, including, among others:
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approval of the financial statements and general performance of the management for the
preceding fiscal year; |
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appointment and remuneration of directors and members of the supervisory committee; |
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allocation of profits; and |
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any other matter the board of directors decides to submit to the shareholders meeting
concerning the companys business administration. Matters which may be discussed at these
or other ordinary meetings include resolutions regarding the responsibility of directors
and members of the supervisory committee, as well as capital increases and the issuance of
negotiable obligations. |
Extraordinary shareholders meetings may be called at any time to discuss matters beyond the
competence of the ordinary meeting, including but not limited to amendments to the bylaws, matters
related to the liquidation of a company, limitation of the shareholders preemptive rights to
subscribe new shares, issuance of bonds and debentures, transformation of the corporate form, the
merger into another company and spin-offs, early winding-up,
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change of the companys domicile to outside Argentina, total or partial repayment of capital
for losses, and a substantial change in the corporate purpose set forth in the bylaws.
Shareholders meetings may be convened by the board of directors or by the syndics. A
shareholder or group of shareholders holding at least 5.0% in the aggregate of our capital stock
may request the board of directors or the syndics to convene a general shareholders meeting to
discuss the matters indicated by the shareholder.
Once a meeting has been convened with an agenda, the agenda limits the matters to be passed-on
at such meeting and no other matters may be passed-on.
Additionally, the bylaws provide that any shareholder holding at least 5% in aggregate of our
capital stock may present, in writing, to the board of directors, before February 28 of each year,
proposals of items to be included in the agenda at the annual general ordinary shareholders
meeting. The board of directors is not obligated to include such items in the agenda.
Class B shares represented by ADSs will be voted or caused to be voted by the Depositary in
accordance with instructions of the holders of such ADSs. In the event instructions are not
received from the holder, the Depositary shall give a discretionary proxy for the shares
represented by such ADSs to a person designated by us.
Notice of each shareholders meeting must be published in the Official Gazette, and in a
widely circulated newspaper in the countrys territory, at least twenty days prior to the meeting
but not more than forty-five days prior to the date on which the meeting is to be held. The board
of directors will determine the appropriate publication of notices outside Argentina in accordance
with the requirements of the jurisdictions and exchanges on which our shares are traded. In order
to attend a meeting and to be listed on the meeting registry, shareholders must submit evidence of
their book-entry share account held at Caja de Valores at least three business days prior to the
scheduled meeting date without counting the meeting day.
The quorum for ordinary meetings consists of a majority of stock entitled to vote, and
resolutions may be adopted by the affirmative vote of 50% plus one vote (an absolute majority) of
the votes present whether in person or participating via electronic means of communication. If no
quorum is present at the first meeting, a second meeting may be called at which the shareholders
present, whatever their number, shall constitute a quorum. Resolutions are to be adopted by an
absolute majority of the votes present. The second meeting may be convened to be held one hour
later on the same day as the first meeting had been called for, provided that it is an ordinary
shareholders meeting, or within thirty days of the date for which the first ordinary meeting was
called.
The quorum for extraordinary shareholders meetings consists of 60% of stock entitled to vote,
and resolutions may be adopted by an absolute majority of the votes present. If no quorum is
present at the first meeting, a second meeting may be called at which the shareholders present,
whatever their number, shall constitute a quorum. Resolutions are to be adopted by an absolute
majority of the votes present. The second meeting has to be convened to be held within thirty days
of the date for which the first extraordinary meeting was called, and the notice must be published
for three days, at least eight days before the date of the second meeting. Some special matters
require a favorable vote of the majority of all the stock holding voting rights, the class A shares
being granted the right to only one vote each. The special matters are described in Voting
Rights above.
Dividends
Dividends may be lawfully paid and declared only out of our retained earnings representing the
profit realized on our operations and investments reflected in our annual financial statements, as
approved at our annual general shareholders meeting. No profits may be distributed until prior
losses are covered. Dividends paid on our class A shares and class B shares will equal one another
on a per-share basis.
As required by the Corporations Law, 5% of our net income is allocated to a legal reserve
until the reserve equals 20% of our outstanding capital. Dividends may not be paid if the legal
reserve has been impaired. The legal reserve is not available for distribution to shareholders.
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Our board of directors submits our financial statements for the previous fiscal year, together
with reports prepared by our supervisory committee, to our shareholders for approval at the general
ordinary shareholders meeting. The shareholders, upon approving the financial statements,
determine the allocation of our net income.
Our board of directors is allowed by law and by our bylaws to decide to pay anticipated
dividends on the basis of a balance sheet especially prepared for purposes of paying such
dividends.
Under CNV regulations and our bylaws, cash dividends must be paid to shareholders within 30
days of the shareholders meeting approving the dividend. Payment of dividends in shares requires
authorization from the CNV, the BASE and the Córdoba Stock Exchange, whose authorizations must be
requested within 10 business days after the shareholders meeting approving the dividend. We must
make distribution of the shares available to shareholders not later than three months after
receiving authorization to do so from the CNV.
Shareholders may no longer claim the payment of dividends from us after three years have
elapsed from the date on which the relevant dividends were made available to such shareholders.
Capital Increases and Reductions
We may increase our capital upon resolution of the general ordinary shareholders meeting. All
capital increases must be reported to the CNV, published in the Official Gazette and registered
with the Public Registry of Commerce. Capital reductions may be voluntary or mandatory. Voluntary
reduction of capital must be approved by an extraordinary shareholders meeting after the
corresponding authorization by the BASE, the Córdoba Stock Exchange and the CNV and may take place
only after notice of such reduction has been published and creditors have been given an opportunity
to obtain payment or guarantees for their claims or attachment. Reduction of capital is mandatory
when losses have exceeded reserves and more than 50% of the share capital of the company.
Preemptive Rights
Under Argentine law, it is mandatory that a shareholder of ordinary shares of any given class
have a preemptive right, proportional to the number of shares he or she owns, to subscribe for
shares of capital stock of the same class or of any other class if the new subscription offer does
not include all classes of shares. Shareholders may only decide to suspend or limit preemptive
rights by supermajority at an extraordinary shareholders meeting and only in exceptional cases.
Shareholders may waive their preemptive rights only on a case-by-case basis.
In the event of an increase in our capital, holders of class A shares and class B shares have
a preemptive right to subscribe for any issue of class B shares in an amount sufficient to maintain
the proportion of capital then held by them. Holders of class A shares are entitled to subscribe
for class B shares because no further class A shares carrying five votes each are allowed to be
issued in the future. Under Argentine law, companies are prohibited from issuing stock with
multiple voting rights after they have been authorized to make a public offering of securities.
Preemptive rights are exercisable following the last publication of the notification to
shareholders of the opportunity to exercise preemptive rights in the Official Gazette and an
Argentine newspaper of wide circulation for a period of 30 days, provided that such period may be
reduced to no less than 10 days if so approved by an extraordinary shareholders meeting.
Shareholders who have exercised their preemptive rights and indicated their intention to
exercise additional preemptive rights are entitled to additional preemptive rights (accretion
rights), on a pro rata basis, with respect to any unsubscribed shares, in accordance with the
terms of the Corporations Law. Class B shares not subscribed for by shareholders through exercise
of their preemptive or accretion rights may be offered to third parties.
Holders of ADSs may be restricted in their ability to exercise preemptive rights if a
registration statement relating to such rights has not been filed or is not effective or if an
exemption from registration is not available.
Appraisal Rights
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Whenever our shareholders approve: |
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a merger or spin-off in which we are not the surviving corporation, unless the
acquirers shares are authorized to be publicly offered or listed on any stock exchange, |
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a transformation in our legal corporate form, |
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a fundamental change in our corporate purpose, |
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a change of our domicile to outside Argentina, |
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a voluntary termination of our public offering or listing authorization, |
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our continuation following a delisting or a mandatory cancellation of our public
offering or listing authorization, or |
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a total or partial recapitalization of our statutory capital following a loss, |
any shareholder that voted against such action or did not attend the relevant meeting may exercise
the right to have its shares canceled in exchange for the book value of its shares, determined on
the basis of our latest balance sheet prepared in accordance with Argentine laws and regulations,
provided that such shareholder exercises its appraisal rights within the periods set forth below.
There is, however, doubt as to whether holders of ADSs, will be able to exercise appraisal
rights with respect to class B shares represented by ADSs.
Appraisal rights must be exercised within five days following the adjournment of the meeting
at which the resolution was adopted, in the event that the dissenting shareholder voted against
such resolutions, or within 15 days following such adjournment if the dissenting shareholder did
not attend such meeting and can prove that he was a shareholder on the date of such meeting. In the
case of merger or spin-off involving an entity authorized to make a public offering of its shares,
appraisal rights may not be exercised if the shares to be received as a result of such transaction
are listed on any stock exchange. Appraisal rights are extinguished if the resolution giving rise
to such rights is overturned at another shareholders meeting held within 75 days of the meeting at
which the resolution was adopted.
Payment of the appraisal rights must be made within one year from the date of the
shareholders meeting at which the resolution was adopted, except if the resolution was to delist
our capital stock, in which case the payment period is reduced to 60 days from the date of the
related resolution.
Preferred Stock
According to the Corporations Law and our bylaws, an ordinary shareholders meeting may
approve the issuance of preferred stock. Such preferred stock may have a fixed dividend, cumulative
or not cumulative, with or without additional participation in our profits, as decided by
shareholders at a shareholders meeting when drawing the conditions of the issuance. They may also
have other preferences, such as a preference in the event of our liquidation.
The holders of preferred stock shall not be entitled to voting rights. Notwithstanding the
foregoing, in the event that no dividends are paid to such holders for their preferred stock, and
for as long as such dividends are not paid, the holders of preferred stock shall be entitled to
voting rights. Holders of preferred stock are also entitled to vote on certain special matters,
such as the transformation of the corporate form, the merger into another company and spin-offs
(when we are not the surviving entity and the surviving entity is not listed on any stock
exchange), early winding-up, a change of our domicile to outside Argentina, total or partial
repayment of capital for losses and a substantial change in the corporate purpose set forth in our
bylaws or in the event our preferred stock is traded on stock exchanges and such trading is
suspended or terminated.
Conflicts of Interest
As a protection to minority shareholders, under the Corporations Law, a shareholder is
required to abstain from voting on any resolution in which its direct or indirect interests
conflict with that of or are different than ours. In the event such shareholder votes on such
resolution, and such resolution would not have been approved without
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such shareholders vote, the resolution may be declared void by a court and such shareholder
may be liable for damages to the company as well as to any third party, including other
shareholders.
Redemption or Repurchase
According to Decree No. 677/01, a sociedad anónima may acquire the shares issued
by it, provided that the public offering and listing thereof has been authorized, subject to the
following terms and conditions and those set forth by the CNV. The CNV has not yet issued its
regulations. The above mentioned conditions are: (a) the shares to be acquired shall be fully paid
up; (b) there shall be a resolution signed by the board of directors to such effect; (c) the
acquisition shall be made out of net profits or free or voluntary reserves; and (d) the total
amount of shares acquired by the company, including previously acquired shares, shall not exceed
10% of the capital stock or such lower percentage determined by the CNV. The shares acquired by the
company in excess of such limit shall be disposed of within the term of 90 days after the date of
the acquisition originating such excess.
The shares acquired by the company shall be disposed of by the company within the maximum term
of three years counted as from the date of acquisition thereof. Upon disposing of the shares, the
company shall make a preemptive offer thereof. Such an offer will not be obligatory if the shares
are used in connection with a compensation plan or program for the companys employees or if the
shares are distributed among all shareholders pro rata their shareholdings. If shareholders do not
exercise, in whole or in part, their preemptive rights, the sale shall be made at a stock exchange.
Liquidation
Upon our liquidation, one or more liquidators may be appointed to wind up our affairs. If no
such appointment is made, our board of directors will act as liquidator. All outstanding common
shares will be entitled to participate equally in any distribution upon liquidation. In the event
of a liquidation, in Argentina as well as in any other country, our assets shall first be applied
to satisfy our debts and liabilities.
Other Provisions
Our bylaws are governed by Argentine law and the ownership of any kind of our shares
represents acceptance of our bylaws and submission to the exclusive jurisdiction of the ordinary
commercial courts of Buenos Aires for any claim or dispute related to us, our shareholders,
directors and members of the supervisory committee.
Exchange Controls
For a description of the exchange controls that would affect us or the holders of our
securities, see Item 4. Information on the CompanyGovernment RegulationForeign Exchange Market.
Taxation
The following is a summary of certain U.S. Federal income and Argentine tax matters that may
be relevant with respect to the acquisition, ownership and disposition of ADSs or class B shares.
Currently, there is no tax treaty between the United States and Argentina.
Argentine Taxes
Taxation of Dividends
In general, dividend payments on ADSs or ordinary shares, whether in cash, property, or stock,
are not subject to Argentine withholding tax or other taxes.
There is an exception under which a 35% tax (equalization tax) will be imposed on certain
dividends approved by the registrants shareholders. The equalization tax will be applied only to
the extent that distributions of
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dividends exceed the taxable income of the company increased by non-taxable dividends received
by the distributing company in prior years and reduced by Argentine income tax paid by the
distributing company.
In this situation the equalization tax will be imposed as a withholding tax on the shareholder
receiving the dividend. Dividends distributions made in property (other than cash) will be subject
to the same tax rules as cash dividends. Stock dividends are not subject to Argentine taxation.
Taxation of Capital Gains
Pursuant to Decree No. 2,284/91 (the Deregulation Decree), capital gains derived
by non-resident individuals or foreign companies from the sale, exchange or other disposition of
ADSs or class B shares are not currently subject to income tax.
Beginning on January 1, 2001, capital gains from the sale, exchange or other dispositions of
shares not listed in a stock exchange will be subject to income tax when derived by individuals
domiciled in Argentina.
In addition, in the case of entities or permanent organizations incorporated or domiciled
abroad that, pursuant to their bylaws, charters, documents or the applicable regulatory framework,
have as their principal activity investing outside of the jurisdiction of their incorporation or
domicile, or are generally restricted from doing business in their country of incorporation, it
will be assumed, without any proof to the contrary being admitted, that the seller is an individual
domiciled in Argentina. Such entities will be subject to income tax imposed as a withholding tax on
the seller receiving the payment (for payments made beginning on April 30, 2001) at the rate of
17.50% (that is, 35% on 50% of the amount of the payment), but the foreign party may choose instead
to pay a tax of 35% on the net gain realized on the sale. In such situation, the Deregulation
Decree will not be applicable.
On July 3, 2003, the Government Chief Counsel (Procurador del Tesoro) issued an opinion that
the provisions of the income tax law that taxed capital gains arising from shares without quotation
obtained by resident individuals or offshore companies, as defined by the Argentine Income Tax
Law, are no longer in force because they have been implicitly abrogated. The validity of this
opinion is difficult to assess. Opinions of the Government Chief Counsel are binding upon all
Government attorneys, including attorneys of the Argentine Tax Administration.
Transfer Taxes
No Argentine transfer taxes are applicable on the sale or transfer of ADSs or class B shares.
Tax on Minimum Notional Income
The tax reform in force since 1999 reinstituted a tax on assets on Argentine companies that
will be in effect during 10 years, unless that term is extended by future legislation. This tax is
similar to the asset tax that was previously in effect in Argentina from 1990 to 1995. It applies
at a general rate of 1% on a broadly defined asset base encompassing most of the taxpayers gross
assets at the end of any fiscal year ending after December 31, 1998.
Specifically, the Law establishes that banks, other financial institutions and insurance
companies will consider a basis of imposition of 20% of the value of taxable assets.
A companys asset tax liability for a tax year will be reduced by its income tax payments, and
asset tax payments for a tax year can be carried forward to be applied against the companys income
tax liability in any of the following ten tax years.
Personal Assets Tax
Individuals domiciled in Argentina will be subject to a 0.5% annual tax in respect of assets
located in Argentina and abroad for assets not exceeding Ps.200,000. For assets exceeding
Ps.200,000 the tax rate is 0.75%. The tax will be levied on the difference between the total value
of the taxpayers assets at of December 31 of each year and a non-taxable threshold of Ps.102,300.
Individuals domiciled abroad will pay the tax only in respect of the
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assets they hold in Argentina. In the case of individuals domiciled abroad, the tax will be
paid by the individuals or entities domiciled in Argentina which, as of December 31st of each year,
hold the joint ownership, possession, use, enjoyment, deposit, safekeeping, custody, administration
or tenure of the assets located in Argentina subject to the tax belonging to the individuals
domiciled abroad. In such case the annual non-taxable amount of Ps.102,300 will not be deductible.
When the direct ownership of negotiable obligations, government securities and certain other
investments, except shares issued by companies ruled by the Corporations Law, corresponds to
companies domiciled abroad in countries that do not enforce registration systems for private
securities (with the exception of insurance companies, open-end investment funds, pension funds or
banks and financial entities with head offices in countries that have adopted the international
banking supervision standards laid down by the Basel Committee on Banking Supervision) or that
pursuant to their bylaws, charter, documents or the applicable regulatory framework, have as their
principal activity investing outside of the jurisdiction of their organization or domicile, or are
generally restricted from doing business in their country of incorporation, it will be assumed,
without any proof to the contrary being admitted, that those assets belong ultimately to
individuals and therefore the system for paying the tax for such individuals domiciled abroad is
applicable to them. The annual non-taxable amount of Ps.102,300 will not be deductible and the tax
will not have to be paid when it is less than Ps.250. In the case of government securities or
bonds, the personal assets tax will be applied at the rate of 1.5%.
There is an exception pursuant to a recent tax reform that was published in the Official
Gazette as Law No. 25,585, which went into effect on December 31, 2002. This tax reform
introduced a mechanism to collect the personal assets tax on shares issued by companies ruled by
the Corporations Law, which ownership belongs to individuals domiciled in Argentina or abroad and
companies or entities domiciled abroad. In the case of companies or entities domiciled abroad, it
will be assumed, without any proof to the contrary being admitted, that those shares belong
ultimately to individuals domiciled abroad.
The tax will be assessed and paid by those companies ruled by the Corporations Law at the
rate of 0.5% on the value of the shares or equity interest. The valuation of the shares, whether
listed or not, must be made according to their proportional equity value. In such case the annual
non-taxable amount of Ps.102,300 will not be deductible. These companies may eventually seek
reimbursement from the direct owner of their shares in respect of any amounts paid to the Argentine
tax authorities as personal assets tax. Grupo Financiero Galicia has sought reimbursement for the
amount paid corresponding to December 31, 2002. The board of directors submitted the decision on
how to proceed with respect to fiscal year 2003 to the annual shareholders meeting held on April
22, 2004. At that meeting, our shareholders voted to suspend all claims on our shareholders for
amounts unpaid for fiscal year 2002 and to have us absorb the amounts due for fiscal year 2003
onward when not withheld from dividends.
Other Taxes
There are no Argentine federal inheritance, succession or gift taxes applicable to the
ownership, transfer or disposition of ADSs or class B shares. There are no Argentine stamp, issue,
registration or similar taxes or duties payable by holders of ADSs or class B shares.
Deposit and Withdrawal of Class B Shares in Exchange for ADSs
No Argentine tax is imposed on the deposit or withdrawal of class B shares in exchange for
ADSs.
United States Taxes
The following is a summary of the material U.S. Federal income tax consequences of the
acquisition, ownership and disposition of class B shares or ADSs, as such securities are set forth
in the documents or the forms thereof, relating to such securities as in existence on the date
hereof, but it does not purport to address all of the tax considerations that may be relevant to a
decision to purchase, own or dispose of class B shares or ADSs. This summary assumes that the class
B shares or ADSs will be held as capital assets and does not address tax consequences to all
categories of investors, some of which (such as dealers or traders in securities or currencies,
real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt entities,
banks, insurance companies, persons that received class B shares or ADSs as compensation for the
performance of services, persons owning (or deemed to own for U.S. tax purposes) at least 10% or
more (by voting power or value) of our shares,
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investors whose functional currency is not the U.S. dollar and persons that will hold the
class B shares or ADSs as part of a position in a straddle or as part of a hedging or
conversion transaction for U.S. tax purposes) may be subject to special tax rules. Moreover, this
summary does not address the U.S. federal estate and gift or alternative minimum tax consequences
of the acquisition, ownership and disposition of class B shares or ADSs.
This summary (i) is based the Internal Revenue Code of 1986, as amended (the Code),
existing, proposed and temporary United States Treasury Regulations and judicial and administrative
interpretations thereof, in each case as in effect and available on the date hereof; and (ii) is
based in part on representations of the Depository and the assumption that each obligation in the
Deposit Agreement and any related agreement will be performed in accordance with its terms. All of
the foregoing are subject to change, which change could apply retroactively and could affect the
tax consequences described below.
The U.S. Treasury Department has expressed concern that depositaries for American depositary
receipts, or other intermediaries between the holders of shares of an issuer and the issuer, may be
taking actions that are inconsistent with the claiming of U.S. foreign tax credits by U.S. holders
of such receipts or shares. Accordingly, the U.S. foreign tax credit analysis described below could
be affected by future actions that may be taken by the U.S. Treasury Department.
For purposes of this summary, a U.S. Holder is a beneficial owner of class B shares or ADSs
who, for U.S. Federal income tax purposes, is (i) a citizen or resident of the United States, (ii)
a corporation organized in or under the laws of the United States or any state thereof or the
District of Columbia, (iii) an estate the income of which is subject to U.S. Federal income
taxation regardless of its source, or (iv) a trust if such trust validly elects to be treated as a
United States person for United States federal income tax purposes or if (a) a United States court
can exercise primary supervision over its administration and (b) one or more United States persons
have the authority to control all of the substantial decisions of such trust. A Non-U.S. Holder
is a beneficial owner of class B shares or ADSs that is neither a U.S. Holder nor a partnership (or
other entity treated as such for U.S. federal income tax purposes).
If a partnership (or any other entity treated as a partnership for U.S. federal income tax
purposes) holds class B shares or ADSs, the tax treatment of the partnership and a partner in such
partnership will generally depend on the status of the partner and the activities of the
partnership. Such a partner or partnership should consult its tax advisor as to its tax
consequences.
Each prospective purchaser should consult its own tax advisor with respect to the U.S.
Federal, state, local and foreign tax consequences of acquiring, owning or disposing of class B
shares or ADSs.
Ownership of ADSs in General
In general, for U.S. Federal income tax purposes holders of ADSs will be treated as the owners
of the ADSs evidenced thereby and of the class B shares represented by such ADSs.
Taxation of Cash Dividends and Distribution of Stock
Subject to the discussion below under Passive Foreign Investment Company Considerations, for
U.S. Federal income tax purposes, the gross amount of distributions by the Company of cash or
property (other than certain distributions, if any, of class B shares or ADSs distributed pro rata
to all shareholders of the Company, including holders of ADSs) made with respect to the class B
shares or ADSs before reduction for any Argentine taxes withheld therefrom, will constitute
dividends to the extent that such distributions are paid out of the Companys current and
accumulated earnings and profits, and will be included in the gross income of a U.S. Holder as
dividend income. Subject to the discussion below under Passive Foreign Investment Company
Considerations, non-corporate U.S. Holders generally may be taxed on such distributions on ADSs
(or shares that are readily tradable on an established securities market in the United States at
the time of such distribution) at the lower rates applicable to long-term capital gains for taxable
years beginning on or before December 31, 2010 (i.e., gains from the sale of capital assets held
for more than one year). Non-corporate U.S. Holders that do not meet a minimum holding period
requirement during which they are not protected from the risk of loss with respect to such ADSs (or
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shares), that elect to treat the dividend income as investment income pursuant to Section
163(d)(4)(B) of the Code or that receive dividends with respect to which they are obligated to make
related payments, will not be eligible for the reduced rates of taxation. Such dividends will not
be eligible for the dividends received deduction generally allowed to corporations under the
Internal Revenue Code of 1986, as amended (the Code).
Subject to the discussion below under Passive Foreign Investment Company Considerations, if
distributions with respect to the class B shares exceed the Companys current and accumulated
earnings and profits, the excess would be treated first as a tax-free return of capital to the
extent of such U.S. Holders adjusted tax basis in the class B shares or ADSs. Any amount in excess
of the amount of the dividend and the return of capital would be treated as capital gain. The
Company does not maintain calculations of its earnings and profits under U.S. federal income tax
principles.
Dividends paid in pesos will be included in the gross income of a U.S. Holder in an amount
equal to the U.S. dollar value of the pesos on the date of receipt, which, in the case of ADSs, is
the date they are received by the depositary. The amount of any distribution of property other than
cash will be the fair market value of such property on the date of distribution. Any gains or
losses resulting from the conversion of pesos between the time of the receipt of dividends paid in
pesos and the time the pesos are converted into U.S. dollars will be treated as ordinary income or
loss, as the case may be, of a U.S. Holder. Dividends received by a U.S. Holder with respect to the
class B shares or ADSs will be treated as foreign source income, which may be relevant in
calculating such holders foreign tax credit limitation. Subject to certain conditions and
limitations, Argentine tax withheld on dividends may be deducted from taxable income or credited
against a U.S. Holders U.S. Federal income tax liability. The limitation on foreign taxes eligible
for credit is calculated separately with respect to specific categories of income. For this
purpose, for taxable years beginning before January 1, 2007, dividend income with respect to your
class B shares or ADSs should generally constitute passive income, and, for taxable years
beginning after December 31, 2006, such dividend income should generally constitute passive
category income, or in the case of certain U.S. Holders, general category income. The rules
governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding
the availability of the foreign tax credit under your particular circumstances.
Subject to the discussion below under Backup Withholding and Information Reporting
Requirements, a Non-U.S. Holder generally will not be subject to U.S. Federal income or
withholding tax on dividends received on class B shares or ADSs, unless such income is effectively
connected with the conduct by the Non-U.S. Holder of a trade or business in the United States.
Taxation of Capital Gains
Subject to the discussion below under Passive Foreign Investment Company Considerations,
U.S. Holders that hold class B shares or ADSs as capital assets will recognize capital gain or loss
for U.S. Federal income tax purposes upon a sale or exchange of such class B shares or ADSs in an
amount equal to the difference between such U.S. Holders adjusted tax basis in the class B shares
or ADSs and the amount realized on their disposition. In the case of a non-corporate U.S. Holder,
the maximum marginal U.S. Federal income tax rate applicable to such gain will be lower than the
maximum marginal federal income tax rate for ordinary income (other than certain dividends) if the
U.S. Holders holding period for the class B shares or ADSs exceeds one year. Gain or loss, if any,
recognized by a U.S. Holder generally will be treated as United States source income or loss for
U.S. foreign tax credit purposes. Certain limitations exist on the deductibility of capital losses
for U.S. Federal income tax purposes.
The initial tax basis of the class B shares to a U.S. Holder is the U.S. dollar value of the
pesos denominated purchase price determined on the date of purchase. If the class B shares or ADSs
are treated as traded on an established securities market, a cash basis U.S. Holder (or, if it
elects, an accrual basis U.S. Holder) will determine the dollar value of the cost of such class B
shares or ADSs by translating the amount paid at the spot rate of exchange on the settlement date
of the purchase.
With respect to the sale or exchange of class B shares or ADSs, the amount realized generally
will be the U.S. dollar value of the payment received determined on (i) the date of receipt of
payment in the case of a cash basis U.S. Holder and (ii) the date of disposition in the case of an
accrual basis U.S. Holder. If the class B shares or ADSs are treated as traded on an established
securities market, a cash basis taxpayer (or, if it elects, an accrual basis
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taxpayer) will determine the U.S. dollar value of the amount realized by translating the
amount received at the spot rate of exchange on the settlement date of the sale.
Subject to the discussion below under Backup Withholding Tax and Information Reporting
Requirements, a Non-U.S. Holder generally will not be subject to U.S. Federal income or
withholding tax on gain realized on the sale or exchange of class B shares or ADSs unless (i) such
gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the
United States or (ii) in the case of gain realized by an individual Non-U.S. Holder, the Non-U.S.
Holder is present in the United States for 183 days or more in the taxable year of the sale or
exchange and certain other conditions are met.
Passive Foreign Investment Company Considerations
A Non-United States corporation will be classified as a passive foreign investment company,
or a PFIC, for U.S. federal income tax purposes in any taxable year in which, after applying
certain look-through rules, either (1) at least 75 percent of its gross income is passive income
or (2) at least 50 percent of the average value of its gross assets is attributable to assets that
produce passive income or is held for the production of passive income. Passive income for this
purpose generally includes dividends, interest, royalties, rents and gains from commodities and
securities transactions, other than certain income derived in the active conduct of a banking
business.
The application of the PFIC rules to certain banks is unclear under U.S. federal income tax
law. The IRS has issued a notice and certain proposed Treasury Regulations that exclude from
passive income any income derived in the active conduct of a banking business by a qualifying
foreign bank (the Active Bank Exception). However, the IRS notice and proposed Treasury
Regulations are inconsistent in certain respects. Since final Treasury Regulations have not been
issued, there can be no assurance that the Company or its subsidiaries will satisfy the Active Bank
Exception for any given taxable year.
Based on certain estimates of its gross income and gross assets, the nature of its business
and relying on the Active Bank Exception, the Company believes that it will not be classified as a
PFIC for the taxable year ended December 31, 2006. The Companys status in future years will depend
on its assets and activities in those years. The Company has no reason to believe that its assets
or activities will change in a manner that would cause it to be classified as a PFIC, but there can
be no assurance that the Company will not be considered a PFIC for any taxable year. If the Company
were a PFIC, a U.S. Holder of class B shares or ADSs generally would be subject to imputed interest
charges and other disadvantageous tax treatment (including the denial of the taxation of certain
dividends at the lower rates applicable to long-term capital gains, as discussed above under
Taxation of Cash Dividends and Distribution of Stock) with respect to any gain from the sale or
exchange of, and certain distributions with respect to, the class B shares or ADSs.
If the Company were a PFIC, a U.S. Holder of class B shares or ADSs could make a variety of
elections that may alleviate certain of the tax consequences referred to above, and one of these
elections may be made retroactively. However, it is expected that the conditions necessary for
making certain of such elections will not apply in the case of the class B shares or ADSs. U.S.
Holders should consult their own tax advisors regarding the tax consequences that would arise if
the Company were treated as a PFIC.
Backup Withholding and Information Reporting
United States backup withholding tax and information reporting requirements generally apply to
certain payments to certain non-corporate holders of stock.
Information reporting generally will apply to payments of dividends on, and to proceeds from
the sale or redemption of, class B shares or ADSs made within the United States, or by a U.S. payor
or U.S. middleman, to a holder of class B shares or ADSs (other than an exempt recipient,
including a corporation, a payee that is not a United States person that provides an appropriate
certification and certain other persons).
A payor will be required to withhold backup withholding tax from any payments of dividends on,
or proceeds from the sale or redemption of, class B shares or ADSs within the United States, or by
a U.S. payor or U.S.
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middleman, to a holder (other than an exempt recipient such as a corporation or a payee that
is not a United States person and that provides an appropriate certification) if such Holder fails
to furnish its correct taxpayer identification number or otherwise fails to comply with, or
establish an exemption from, such backup withholding tax requirements. The backup withholding tax
rate is 28% through 2010.
THE ABOVE SUMMARIES ARE NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES
RELATING TO THE OWNERSHIP OF THE CLASS B SHARES OR ADSs. YOU SHOULD CONSULT AN INDEPENDENT TAX
ADVISOR CONCERNING THE TAX CONSEQUENCES OF YOUR PARTICULAR SITUATION.
Material Contracts
In connection with the Banks foreign debt restructuring, we entered into a registration
rights agreement and a corporate governance/financial reporting agreement (the Grupo Financiero
Galicia agreement) as described in Item 4. Information on the CompanyHistoryRestructuring of
Our Subsidiaries DebtBanco GaliciaRestructuring of the Foreign Debt of the Banks Head Office in
Argentina and its Cayman Branch.
Under the Grupo Financiero Galicia agreement, in addition to agreeing to provide financial and
other information to the lenders under the Banks loan agreements, we agreed that so long as any
amounts payable under the loan agreements remained outstanding, we would, by November 18, 2004,
cause our audit committee to have at least three members, a majority of which would be independent
directors (as such term is defined in NASDAQ Marketplace Rule 4350(d)(2)(A)), and comply with
certain provisions of the U.S. Sarbanes-Oxley Act of 2002 relating to granting of personal loans to
executives, implementing internal controls and a code of ethics and providing certifications from
our chief executive officer and chief financial officer.
We also agreed that we would not make any payment to our management in excess of market
compensation or pay compensation to the members of our board of directors during any fiscal year,
or enter into agreements or any other kind of transactions pursuant to which we would pay fees,
salaries, retainers or any other kind of compensation to the members of our Board of Directors
during any fiscal year, if the aggregate amount of such fees, salaries, retainers or other
compensation during such fiscal year would exceed US$ 1.5 million.
In addition, each year, we agreed to inform the lenders under the loan agreements as to
whether a change of control, as defined in the Grupo Financiero Galicia agreement, has occurred. If
a change of control occurs, it may trigger an event of default under the Banks loan agreements.
In connection with its foreign debt restructuring, the Bank entered into various restructured
loan agreements with its bank creditors and into an indenture with The Bank of New York, acting as
trustee, pursuant to which the bond instruments were issued. These loan agreements and/or indenture
include a number of significant covenants that, among other things, restrict the Banks ability to:
pay dividends on stock or purchase stock (see Item 8. Financial InformationDividend Policy and
DividendsDividend Policy); make certain types of investments; use the proceeds of the sale of
certain assets or the issuance of debt or equity securities; engage in certain transactions with
affiliates; and engage in business activities unrelated to the Banks current business. In
addition, certain of these agreements also require the Bank to maintain specified financial ratios
and to comply with certain reporting and informational requirements.
In December of 2004, the Bank entered into an amendment and waiver of the loan agreements,
whereby the Bank and the lenders agreed principally to (i) amend certain terms to allow for certain
securitization transactions and to allow for the financing of the construction of the new corporate
tower and (ii) waive delivery requirement of certain documents in connection with certain
transactions.
In August of 2006, the Bank entered into a second amendment to each of the loan agreements,
whereby the Bank and the lenders agreed principally to (i) permit the use of proceeds received from
the sale of various government securities and other similar assets to effect open market purchases
of negotiable instruments issued by the Bank and loans outstanding with the lenders and (ii)
permitting us to further capitalize the Bank with negotiable obligations of the Bank owned by us
and issued in connection with the restructuring of the Banks debt.
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Documents on Display
We are subject to the informational requirements of the Exchange Act. In accordance with these
requirements, we file reports and other information with the SEC. These materials, including this
annual report and its exhibits, may be inspected and printed or copied for a fee at the SECs
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information
about the operation of the Public Reference Room by calling the SEC at (202) 942-8090. These
materials are also available on the SECs website at http://www.sec.gov. Material submitted by us
can also be inspected at the offices of The Nasdaq Stock Market, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006-1506.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
General
Market risks faced by us are the risks arising from the fluctuations in interest rates and in
foreign exchange rates. Our market risk arises mainly from the operations of the Bank in its
capacity as a financial intermediary. Our subsidiaries and equity investees other than the Bank are
also subject to market risk. However, the amount of these risks is not significant and they are not
discussed below. Policies regarding these risks are applied at the level of our operating
subsidiaries.
At Banco Galicia, the process of establishing the consolidated Bank risk tolerance and
practices is carried out under the direction of the Banks Board of Directors by the risk
management committee and the financial risk policy committee. The Banks Board of Directors
delegates risk policy definition and supervision to these committees and specific risk supervision
and management functions to the Treasury Division (liquidity management and market risks), the
Credit Division (credit risk) and the Risk Management Department (operational risk). The above
mentioned committees are the most senior corporate forums for supervising and monitoring risk
management practices and compliance. See Item 6. Directors, Senior Management and
EmployeesFunctions of the Board of Directors of Banco Galicia.
The Risk Management Departments (which reports to the Planning and Management Control
Division) mission is to assure that the Banks Board of Directors and Bank senior management are
fully aware of all of the risks to which Banco Galicia is exposed. For this, it participates in the
design of the necessary policies to achieve a proper global risk management, reviews on an ongoing
basis the different risk exposures and monitors compliance across the Bank with the established
risk standards.
The Treasury Division is responsible for managing liquidity and market risks. It presents to
the financial risk policy committee, on a weekly basis, a report containing the information
necessary to assess and control market risk. The review of such information provides the Bank with
an overview of the environment in which it operates and of its exposure to market risk. Based on
this review, the committee formulates recommendations and actions.
Liquidity management is discussed in Item 5. Operating and Financial Review and
ProspectsItem 5B. Liquidity and Capital ResourcesLiquidity.
Credit risk management is discussed in Item 4. Information on the CompanySelected
Statistical InformationCredit Review Process and the other sections under Item 4. Information on
the CompanySelected Statistical Information describing the Banks loan portfolio and loan loss
experience.
The following sections contain information on Banco Galicias sensitivity to interest-rate
risk and exchange-rate risk that constitute forward-looking statements that involve risk and
uncertainties. Actual results could differ from those projected in the forward-looking statements.
Interest Rate Risk
Interest-rate risk is the effect on the Banks net interest income of the fluctuations of
market interest rates. Sensitivity to interest rate arises in the Banks normal course of business
as the repricing characteristics of its
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interest-earning assets do not necessarily match those of its interest-bearing deposits and
other borrowings. The repricing structure of assets and liabilities is matched when an equal amount
of assets and liabilities reprice for any given period. Any excess of assets or liabilities over
these matched items results in a gap or mismatch.
In order to meet customers needs and, at the same time, to reach the Banks medium- and
long-term financial objectives, measuring and controlling the risk derived from interest rate
fluctuations are relevant functions integrated into the management scheme. Banco Galicia aims to
minimize the impact of interest rate changes on its net interest income.
As of December 31, 2006, the interest-rate gap of the Bank, i.e., the Banks interest-earning
assets and interest-bearing liabilities, taking into account the different segments of
interest-earning assets and interest-bearing liabilities, and the total mismatch in each one of the
segments, was as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006 (1) |
|
|
Less than |
|
|
|
|
|
5 - 10 |
|
Over 10 |
|
Non- |
|
|
(in millions of pesos) |
|
one Year |
|
1 - 5 Years |
|
Years |
|
Years |
|
Sensitive |
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos Adjustable by CER |
|
|
4,212.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,212.5 |
|
Government Securities |
|
|
426.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
426.2 |
|
Financial Trusts |
|
|
831.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
831.3 |
|
Loans Public Sector |
|
|
2,689.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,689.3 |
|
Loans Private Sector |
|
|
249.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
249.3 |
|
Assets under Financial Lease |
|
|
10.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7 |
|
Corporate Debt Securities |
|
|
5.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.7 |
|
Pesos |
|
|
7,465.3 |
|
|
|
559.3 |
|
|
|
152.5 |
|
|
|
20.2 |
|
|
|
1,501.2 |
|
|
|
9,698.5 |
|
Cash and Due from Banks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,501.2 |
|
|
|
1,501.2 |
|
Government Securities |
|
|
94.3 |
|
|
|
26.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121.0 |
|
Corporate Debt Securities |
|
|
1.5 |
|
|
|
2.8 |
|
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
5.8 |
|
Financial Trusts |
|
|
244.7 |
|
|
|
222.1 |
|
|
|
39.9 |
|
|
|
5.4 |
|
|
|
|
|
|
|
512.1 |
|
Loans Public Sector |
|
|
64.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64.9 |
|
Loans Private Sector |
|
|
5,131.1 |
|
|
|
307.7 |
|
|
|
111.1 |
|
|
|
14.8 |
|
|
|
|
|
|
|
5,564.7 |
|
Other Assets |
|
|
1,928.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,928.8 |
|
Dollars |
|
|
2,272.6 |
|
|
|
2,767.5 |
|
|
|
662.7 |
|
|
|
|
|
|
|
930.6 |
|
|
|
6,633.4 |
|
Cash and Due from Banks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
930.6 |
|
|
|
930.6 |
|
Overnight Placements |
|
|
608.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
608.0 |
|
Government Securities (1) |
|
|
747.9 |
|
|
|
2,528.8 |
|
|
|
632.2 |
|
|
|
|
|
|
|
|
|
|
|
3,908.9 |
|
Corporate Debt Securities |
|
|
1.2 |
|
|
|
7.3 |
|
|
|
4.0 |
|
|
|
|
|
|
|
|
|
|
|
12.5 |
|
Loans Private Sector |
|
|
915.5 |
|
|
|
231.4 |
|
|
|
26.5 |
|
|
|
|
|
|
|
|
|
|
|
1,173.4 |
|
|
|
|
Total Assets |
|
|
13,950.4 |
|
|
|
3,326.8 |
|
|
|
815.2 |
|
|
|
20.2 |
|
|
|
2,431.8 |
|
|
|
20,544.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pesos Adjustable by CER |
|
|
3,737.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,737.6 |
|
Time Deposits |
|
|
620.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
620.0 |
|
Reprogrammed Deposits (2) |
|
|
47.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47.8 |
|
Other Liabilities |
|
|
8.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.6 |
|
Loans from Domestic Financial Institutions |
|
|
30.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30.7 |
|
Negotiable Obligations |
|
|
40.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40.8 |
|
Argentine Central Bank |
|
|
2,989.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,989.7 |
|
Pesos |
|
|
10,336.4 |
|
|
|
376.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
10,712.6 |
|
Saving Accounts |
|
|
1,945.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,945.1 |
|
Demand Deposits |
|
|
2,113.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,113.7 |
|
Time Deposits |
|
|
4,469.6 |
|
|
|
6.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
4,475.8 |
|
Reprogrammed Deposits (2) |
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4 |
|
Negotiable Obligations |
|
|
74.7 |
|
|
|
348.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
422.7 |
|
Loans from Domestic Financial Institutions |
|
|
122.4 |
|
|
|
22.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
144.4 |
|
Other Liabilities |
|
|
1,610.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,610.5 |
|
Dollars |
|
|
2,819.6 |
|
|
|
1,954.7 |
|
|
|
1,096.4 |
|
|
|
790.2 |
|
|
|
|
|
|
|
6,660.9 |
|
Saving Accounts |
|
|
640.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
640.8 |
|
Demand Deposits |
|
|
69.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69.8 |
|
Time Deposits |
|
|
663.3 |
|
|
|
138.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
802.2 |
|
Loans from Domestic Financial Institutions |
|
|
6.1 |
|
|
|
9.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.3 |
|
Negotiable
Obligations (3) |
|
|
461.6 |
|
|
|
1,431.4 |
|
|
|
784.6 |
|
|
|
749.8 |
|
|
|
|
|
|
|
3,427.4 |
|
International Banks and Credit Agencies |
|
|
149.3 |
|
|
|
358.3 |
|
|
|
311.8 |
|
|
|
40.4 |
|
|
|
|
|
|
|
859.8 |
|
Other Liabilities |
|
|
828.7 |
|
|
|
16.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
845.6 |
|
|
|
|
Total Liabilities |
|
|
16,893.6 |
|
|
|
2,330.8 |
|
|
|
1,096.5 |
|
|
|
790.2 |
|
|
|
|
|
|
|
21,111.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset / Liability Gap |
|
|
(2,943.2 |
) |
|
|
996.0 |
|
|
|
(281.3 |
) |
|
|
(770.0 |
) |
|
|
2,431.8 |
|
|
|
(566.7 |
) |
Cumulative Gap |
|
|
(2,943.2 |
) |
|
|
(1,947.2 |
) |
|
|
(2,228.5 |
) |
|
|
(2,998.5 |
) |
|
|
(566.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of Cumulative Gap to Cumulative Assets |
|
|
(21.1 |
)% |
|
|
(11.3 |
)% |
|
|
(12.3 |
)% |
|
|
(16.6 |
)% |
|
|
(2.8 |
)% |
|
|
|
|
Ratio of Cumulative Gap to Total Assets |
|
|
(14.3 |
)% |
|
|
(9.5 |
)% |
|
|
(10.8 |
)% |
|
|
(14.6 |
)% |
|
|
(2.8 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset / Liability Gap CER |
|
|
474.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
474.9 |
|
Asset / Liability Gap Interest Rate Pesos |
|
|
(2,871.1 |
) |
|
|
183.2 |
|
|
|
152.4 |
|
|
|
20.2 |
|
|
|
1,501.2 |
|
|
|
(1,014.1 |
) |
Asset / Liability Gap Interest Rate Dollars (4) |
|
|
(547.0 |
) |
|
|
812.8 |
|
|
|
(433.7 |
) |
|
|
(790.2 |
) |
|
|
930.6 |
|
|
|
(27.5 |
) |
|
|
|
|
Principal only. Principal includes the CER adjustment. Does not include interest. |
|
(1) |
|
Includes Boden 2012 Bonds to be received corresponding to the Hedge Bond. |
|
(2) |
|
Reprogrammed deposits with amparo claims only. |
|
(3) |
|
Includes Ps. 13.5 million of past due foreign debt of the Bank included in the restructuring
process ended in May 2004, the holders of which did not participate in such restructuring. |
|
(4) |
|
Adjusted to reflect forward purchases and sales of foreign exchange without delivery of the
underlying asset, registered in memorandum accounts and other concepts not included in this
mismatch, this gap amounted to Ps.72.5 million as of December 31, 2006. |
-185-
In the table above, CER-adjusted assets and liabilities are shown as variable-rate assets
and liabilities, which reprice with the rate of inflation, i.e., monthly.
Until December 31, 2006, the Bank monitored the repricing structure of interest-earning assets
and interest-bearing liabilities, using mainly such methods as gap analysis, complemented by
rate-shock analysis and net-present-value analysis, together with gap-duration analysis.
Interest-rate gap reports were used primarily for measuring risk in the short term, while the
other methods were used for measuring longer-term risk.
During 2006, the Banks Board of Directors defined a new method for addressing
interest-rate risk based on the measurement of the sensitivity to interest-rate variations inherent
in a certain structure of the Banks assets and liabilities in terms of variations in the net
financial income for the first year (as defined below) and in the present value of assets and
liabilities as explained below.
The Banks Board of Directors defined a policy on interest-rate risk, applicable beginning in
fiscal year 2007, setting limits (see below) to the sensitivity to interest rate variations of a
certain structure of the Banks assets and liabilities, in terms of negative maximum variations in
the net financial income for the first year and in the present value of assets and liabilities.
Limit on the Net Financial Income for the First Year
The effect of interest rate variations on the net financial income for the first year is
calculated using the methodology known as scenario simulation. On a monthly basis, net financial
income for the first year is simulated in a base scenario and in a +100 basis points scenario,
and, then, the difference between both scenarios is drawn. In order to prepare each scenario,
different criteria are assumed regarding the sensitivity to interest rates of assets and
liabilities, depending on the historical observed performance of the different items in the balance
sheet. The net financial income for the first year is calculated before the adjustment to the
valuation of public-sector assets as per Communiqué A 3911 of the Argentine Central Bank, before
quotation differences and CER adjustment. It is determined by annualizing the net financial income
thus defined obtained by the Bank, consolidated with Galicia Uruguay and Tarjetas Regionales S.A.,
during the last available trailing quarter.
The limit on a potential loss in the +100 basis points scenario relative to the base
scenario was established at 20% of the net financial income for the first year, as defined in the
above paragraph. At the fiscal year end, the loss in the +100 basis points scenario relatively to
the base scenario represented 8.8% of the net financial income for the first year.
Net Present Value of Assets and Liabilities
The net present value of assets and liabilities is also calculated on a monthly basis and
considering on-balance sheet assets and liabilities of the Bank, consolidated with Galicia Uruguay
and Tarjetas Regionales S.A. The net present value of assets and liabilities (consolidated as
mentioned above) is calculated for a base scenario where the portfolio of securities with
quotation are discounted using rates obtained according to yield curves determined based on the
market yields of different reference bonds denominated in pesos, in US dollars and CER-adjusted.
Yield curves for assets and liabilities without quotation are also created using market interest
rates. The net present value of assets and liabilities is also obtained for another scenario where
portfolios are discounted at the rates of the aforementioned yield curves plus 100 basis points It
is worth mentioning that, in order to prepare the second scenario, it was assumed that the increase
in the domestic rate does not transfer to the yield curves of the US dollar portfolios, and that,
in the case of CER-adjusted portfolios, only 40 basis points are transferred (that is, per each 100
increase in the interest rate, the spread over CER increases 40 basis points). By comparing the
values obtained for each scenario, the difference between the present value of shareholders equity
in each scenario can be drawn.
The limit on a potential loss in the present value of shareholders equity resulting from a
100 basis points increase in interest rates relative to the base scenario, was established at 3%
of the RPC. As of the fiscal year end, a 100 basis points increase in interest rates (as mentioned
in the paragraph above) resulted in a reduction of the present value of the Banks shareholders
equity relative to the value calculated for the base scenario, equivalent to 2.6% of the RPC.
-186-
Net Present-Value/ Gap Duration Analysis and Rate-Shock Analysis
The preparation of the following information has been discontinued and is shown here as of
December 31, 2006, for comparative purposes only with information previously disclosed for December
31, 2005 and December 31, 2004.
To measure interest-rate risk, with a long term perspective, the following methods were used
by the Bank:
(i) Net present-value / gap duration analysis: the net present value method is
used to obtain the economic value of the Banks assets and liabilities, by: a) valuing
assets and liabilities with a market quotation, when available, at their market value; and b)
calculating the net present value of financial assets and liabilities by using market interest
rates, when available, to discount the cash flows of financial assets and liabilities with similar
credit risk, collateral and maturity. When not available, interest rates estimated by the
Bank were used. Then, the individual duration of each financial asset and liability is
determined. Subsequently, individual durations are weighted by the net present value of
the corresponding asset or liability. The weighted net duration of the Banks
shareholders equity (net portfolio) is obtained. This measurement allows the
determination of the variation of the economic value of the Banks net portfolio for a given
variation (typically 50 or 100 basis points) in market interest rates. The lower the
weighted net duration of shareholders equity, the lower the exposure to changes in market interest
rates.
The weighted net duration of the Banks shareholders equity is calculated considering the
Banks CER-adjusted assets and liabilities as variable rate instruments. The interest rate on
CER-adjusted assets and liabilities was considered as comprising a variable component, the CER
variation which protects principal in real terms, plus a fixed component, the real fixed interest
rate. Therefore, the interest rate on CER-adjusted assets and liabilities is equivalent to a
variable interest rate composed of a fixed spread over a variable reference interest rate, which
reprices monthly.
(ii) Rate shock analysis: this method enables the Bank to measure the impact
of given interest-rate variations (typically 50 or 100 basis points) on the Banks year-one net
financial income. The method assumes that interest-rate movements from levels at a given
rate are immediate and of the same magnitude and direction, while the structure and volume of
assets and liabilities remains unchanged. In the case of CER-adjusted assets and liabilities,
interest-rate movements (increases or decreases) apply to the variable reference rate component.
The tables below show the gap duration and rate shock analyses mentioned above for December
31, 2006, December 31, 2005 and December 31, 2004.
The tables below measure as of December 31, 2006, the net present values of the Banks net
portfolio for various interest-rate scenarios, as well as the absolute and percentage changes from
the net present value of this portfolio corresponding to the interest-rate levels of December 31,
2006. The tables also show the Banks year-one net interest income generated for various
interest-rate scenarios, as well as the absolute and percent changes from amounts generated by the
December 31, 2005 interest rate levels. The same is presented as of December 31, 2005, and
December 31, 2004.
For December 31, 2006, December 31, 2005 and December 31, 2004, the breakdown of the Banks
net portfolio into trading and non-trading is presented. The trading net portfolio represents
primarily short-term securities issued by the Argentine Central Bank (Lebac).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006 |
Net Portfolio |
|
Fair Value |
|
|
Net Interest Income (1) |
|
Change in Interest Rates in Basis Points |
|
|
|
|
|
Absolute |
|
|
|
|
|
|
|
|
|
|
Absolute |
|
|
|
|
(Rate Shock) |
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
|
|
(in millions of pesos, except percentages) |
|
200 |
|
Ps. |
1,136.7 |
|
|
Ps. |
(12.3 |
) |
|
|
(1.07 |
)% |
|
Ps. |
449.0 |
|
|
Ps. |
25.9 |
|
|
|
6.13 |
% |
150 |
|
|
1,139.7 |
|
|
|
(9.3 |
) |
|
|
(0.81 |
)% |
|
|
442.5 |
|
|
|
19.4 |
|
|
|
4.59 |
% |
100 |
|
|
1,142.7 |
|
|
|
(6.3 |
) |
|
|
(0.55 |
)% |
|
|
436.0 |
|
|
|
12.9 |
|
|
|
3.05 |
% |
-187-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006 |
Net Portfolio |
|
Fair Value |
|
|
Net Interest Income (1) |
|
Change in Interest Rates in Basis Points |
|
|
|
|
|
Absolute |
|
|
|
|
|
|
|
|
|
|
Absolute |
|
|
|
|
(Rate Shock) |
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
|
|
(in millions of pesos, except percentages) |
|
50 |
|
|
1,145.8 |
|
|
|
(3.2 |
) |
|
|
(0.28 |
)% |
|
|
429.5 |
|
|
|
6.4 |
|
|
|
1.52 |
% |
Static |
|
|
1,149.0 |
|
|
|
|
|
|
|
|
|
|
|
423.1 |
|
|
|
|
|
|
|
|
|
(50) |
|
|
1,152.3 |
|
|
|
3.3 |
|
|
|
0.29 |
% |
|
|
414.4 |
|
|
|
(8.7 |
) |
|
|
(2.06 |
)% |
(100) |
|
|
1,155.7 |
|
|
|
6.7 |
|
|
|
0.58 |
% |
|
|
400.3 |
|
|
|
(22.8 |
) |
|
|
(5.38 |
)% |
(150) |
|
|
1,159.1 |
|
|
|
10.1 |
|
|
|
0.88 |
% |
|
|
392.7 |
|
|
|
(30.4 |
) |
|
|
(7.18 |
)% |
(200) |
|
|
1,162.7 |
|
|
|
13.7 |
|
|
|
1.19 |
% |
|
|
385.0 |
|
|
|
(38.1 |
) |
|
|
(9.01 |
)% |
|
|
|
|
(1) |
|
Net interest income of the first year. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006 |
Net Trading Portfolio |
|
Fair Value |
|
|
Net Interest Income (1) |
|
|
Change in Interest Rates in Basis Points |
|
|
|
|
|
Absolute |
|
|
|
|
|
|
|
|
|
|
Absolute |
|
|
|
|
(Rate Shock) |
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
|
|
(in millions of pesos, except percentages) |
200 |
|
Ps. |
146.0 |
|
|
Ps. |
(1.7 |
) |
|
|
(1.15 |
)% |
|
Ps. |
19.6 |
|
|
Ps. |
2.9 |
|
|
|
17.37 |
% |
150 |
|
|
146.5 |
|
|
|
(1.2 |
) |
|
|
(0.81 |
)% |
|
|
18.8 |
|
|
|
2.1 |
|
|
|
12.57 |
% |
100 |
|
|
146.9 |
|
|
|
(0.8 |
) |
|
|
(0.54 |
)% |
|
|
18.1 |
|
|
|
1.4 |
|
|
|
8.38 |
% |
50 |
|
|
147.3 |
|
|
|
(0.4 |
) |
|
|
(0.27 |
)% |
|
|
17.4 |
|
|
|
0.7 |
|
|
|
4.19 |
% |
Static |
|
|
147.7 |
|
|
|
|
|
|
|
|
|
|
|
16.7 |
|
|
|
|
|
|
|
|
|
(50) |
|
|
148.2 |
|
|
|
0.5 |
|
|
|
0.34 |
% |
|
|
15.9 |
|
|
|
(0.8 |
) |
|
|
(4.79 |
)% |
(100) |
|
|
148.6 |
|
|
|
0.9 |
|
|
|
0.61 |
% |
|
|
15.2 |
|
|
|
(1.5 |
) |
|
|
(8.98 |
)% |
(150) |
|
|
149.0 |
|
|
|
1.3 |
|
|
|
0.88 |
% |
|
|
14.5 |
|
|
|
(2.2 |
) |
|
|
(13.17 |
)% |
(200) |
|
|
149.4 |
|
|
|
1.7 |
|
|
|
1.15 |
% |
|
|
13.7 |
|
|
|
(3.0 |
) |
|
|
(17.96 |
)% |
|
|
|
|
(1) |
|
Net interest income of the first year. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006 |
Net Non-Trading Portfolio |
|
Fair Value |
|
|
Net Interest Income (1) |
|
|
Change in Interest Rates in Basis Points |
|
|
|
|
|
Absolute |
|
|
|
|
|
|
|
|
|
|
Absolute |
|
|
|
|
(Rate Shock) |
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
|
|
(in millions of pesos, except percentages) |
|
200 |
|
Ps. |
990.7 |
|
|
Ps. |
(10.6 |
) |
|
|
(1.06 |
)% |
|
Ps. |
429.4 |
|
|
Ps. |
23.0 |
|
|
|
5.66 |
% |
150 |
|
|
993.2 |
|
|
|
(8.1 |
) |
|
|
(0.81 |
)% |
|
|
423.7 |
|
|
|
17.3 |
|
|
|
4.26 |
% |
100 |
|
|
995.8 |
|
|
|
(5.5 |
) |
|
|
(0.55 |
)% |
|
|
417.9 |
|
|
|
11.5 |
|
|
|
2.83 |
% |
50 |
|
|
998.5 |
|
|
|
(2.8 |
) |
|
|
(0.28 |
)% |
|
|
412.1 |
|
|
|
5.7 |
|
|
|
1.40 |
% |
Static |
|
|
1,001.3 |
|
|
|
|
|
|
|
|
|
|
|
406.4 |
|
|
|
|
|
|
|
|
|
(50) |
|
|
1,004.1 |
|
|
|
2.8 |
|
|
|
0.28 |
% |
|
|
398.5 |
|
|
|
(7.9 |
) |
|
|
(1.94 |
)% |
(100) |
|
|
1,007.1 |
|
|
|
5.8 |
|
|
|
0.58 |
% |
|
|
385.1 |
|
|
|
(21.3 |
) |
|
|
(5.24 |
)% |
(150) |
|
|
1,010.1 |
|
|
|
8.8 |
|
|
|
0.88 |
% |
|
|
378.2 |
|
|
|
(28.2 |
) |
|
|
(6.94 |
)% |
(200) |
|
|
1,013.3 |
|
|
|
12.0 |
|
|
|
1.20 |
% |
|
|
371.3 |
|
|
|
(35.1 |
) |
|
|
(8.64 |
)% |
|
|
|
|
(1) |
|
Net interest income of the first year. |
The tables above show that, as of December 31, 2006, the weighted net duration of the
Banks shareholders equity was approximately 0.56. This indicates that, as of December 31, 2006, a
100 basis points increase in interest rates would result in a 0.56% decline in the net present
value of the Banks shareholders equity, while a decrease of 100 basis points would have the
opposite effect. This shows that the sensitivity of the Banks shareholders equity to
interest-rate movements was low as of that date.
As of December 31, 2006, the weighted net duration of the Banks shareholders equity of 0.56
was higher than at the end of the prior fiscal year. This was mainly attributable to the decrease
in the relative size of the Banks
-188-
long position in CER-adjusted assets (considered as
variable-rate assets), resulting from the settlement of debt with the Argentine Central Bank. In
addition, there was an increase in the size of the fixed-rate loan portfolio.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2005 |
Net Portfolio |
|
Fair Value |
|
|
Net Interest Income (1) |
|
|
Change in Interest Rates in Basis Points |
|
|
|
|
|
Absolute |
|
|
|
|
|
|
|
|
|
|
Absolute |
|
|
|
|
(Rate Shock) |
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
|
|
(in millions of pesos, except percentages) |
|
200 |
|
Ps. |
907.1 |
|
|
Ps. |
(1.2 |
) |
|
|
(0.13 |
)% |
|
Ps. |
348.9 |
|
|
Ps. |
82.6 |
|
|
|
31.00 |
% |
150 |
|
|
907.4 |
|
|
|
(0.9 |
) |
|
|
(0.10 |
) |
|
|
328.3 |
|
|
|
62.0 |
|
|
|
23.30 |
|
100 |
|
|
907.8 |
|
|
|
(0.5 |
) |
|
|
(0.06 |
) |
|
|
307.9 |
|
|
|
41.6 |
|
|
|
15.61 |
|
50 |
|
|
908.0 |
|
|
|
(0.3 |
) |
|
|
(0.03 |
) |
|
|
287.4 |
|
|
|
21.1 |
|
|
|
7.94 |
|
Static |
|
|
908.3 |
|
|
|
|
|
|
|
|
|
|
|
266.3 |
|
|
|
|
|
|
|
|
|
(50) |
|
|
908.6 |
|
|
Ps. |
0.3 |
|
|
|
0.03 |
% |
|
|
245.7 |
|
|
Ps. |
(20.6 |
) |
|
|
(7.72 |
)% |
(100) |
|
|
908.9 |
|
|
|
0.6 |
|
|
|
0.07 |
|
|
|
219.2 |
|
|
|
(47.1 |
) |
|
|
(17.70 |
) |
(150) |
|
|
909.2 |
|
|
|
0.9 |
|
|
|
0.10 |
|
|
|
193.7 |
|
|
|
(72.6 |
) |
|
|
(27.27 |
) |
(200) |
|
|
909.6 |
|
|
|
1.3 |
|
|
|
0.14 |
|
|
|
169.9 |
|
|
|
(96.4 |
) |
|
|
(36.20 |
) |
|
|
|
|
(1) |
|
Net interest income of the first year. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2005 |
Net Trading Portfolio |
|
Fair Value |
|
|
Net Interest Income (1) |
|
|
Change in Interest Rates in Basis Points |
|
|
|
|
|
Absolute |
|
|
|
|
|
|
|
|
|
|
Absolute |
|
|
|
|
(Rate Shock) |
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
|
|
(in millions of pesos, except percentages) |
200 |
|
Ps. |
721.8 |
|
|
Ps. |
(3.5 |
) |
|
|
(0.48 |
)% |
|
Ps. |
61.2 |
|
|
Ps. |
10.6 |
|
|
|
20.95 |
% |
150 |
|
|
722.7 |
|
|
|
(2.6 |
) |
|
|
(0.36 |
) |
|
|
58.6 |
|
|
|
8.0 |
|
|
|
15.81 |
|
100 |
|
|
723.6 |
|
|
|
(1.7 |
) |
|
|
(0.23 |
) |
|
|
55.9 |
|
|
|
5.3 |
|
|
|
10.47 |
|
50 |
|
|
724.5 |
|
|
|
(0.8 |
) |
|
|
(0.11 |
) |
|
|
53.2 |
|
|
|
2.6 |
|
|
|
5.14 |
|
Static |
|
|
725.3 |
|
|
|
|
|
|
|
|
|
|
|
50.6 |
|
|
|
|
|
|
|
|
|
(50) |
|
|
726.2 |
|
|
Ps. |
0.9 |
|
|
|
0.12 |
% |
|
|
47.9 |
|
|
Ps. |
(2.7 |
) |
|
|
(5.34 |
)% |
(100) |
|
|
727.1 |
|
|
|
1.8 |
|
|
|
0.25 |
|
|
|
45.2 |
|
|
|
(5.4 |
) |
|
|
(10.67 |
) |
(150) |
|
|
728.0 |
|
|
|
2.7 |
|
|
|
0.37 |
|
|
|
42.6 |
|
|
|
(8.0 |
) |
|
|
(15.81 |
) |
(200) |
|
|
728.9 |
|
|
|
3.6 |
|
|
|
0.50 |
|
|
|
39.9 |
|
|
|
(10.7 |
) |
|
|
(21.15 |
) |
|
|
|
|
(1) |
|
Net interest income of the first year. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2005 |
Net Non-Trading Portfolio |
|
Fair Value |
|
|
Net Interest Income (1) |
|
|
Change in Interest Rates in Basis Points |
|
|
|
|
|
Absolute |
|
|
|
|
|
|
|
|
|
|
Absolute |
|
|
|
|
(Rate Shock) |
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
|
|
(in millions of pesos, except percentages) |
200 |
|
Ps. |
185.3 |
|
|
Ps. |
2.3 |
|
|
|
1.26 |
% |
|
Ps. |
287.7 |
|
|
Ps. |
72.0 |
|
|
|
33.38 |
% |
150 |
|
|
184.7 |
|
|
|
1.7 |
|
|
|
0.93 |
|
|
|
269.7 |
|
|
|
54.0 |
|
|
|
25.03 |
|
100 |
|
|
184.2 |
|
|
|
1.2 |
|
|
|
0.66 |
|
|
|
252.0 |
|
|
|
36.3 |
|
|
|
16.83 |
|
50 |
|
|
183.5 |
|
|
|
0.5 |
|
|
|
0.27 |
|
|
|
234.2 |
|
|
|
18.5 |
|
|
|
8.58 |
|
Static |
|
|
183.0 |
|
|
|
|
|
|
|
|
|
|
|
215.7 |
|
|
|
|
|
|
|
|
|
(50) |
|
|
182.4 |
|
|
Ps. |
(0.6 |
) |
|
|
(0.33 |
)% |
|
|
197.8 |
|
|
Ps. |
(17.9 |
) |
|
|
(8.30 |
)% |
(100) |
|
|
181.8 |
|
|
|
(1.2 |
) |
|
|
(0.66 |
) |
|
|
174.0 |
|
|
|
(41.7 |
) |
|
|
(19.33 |
) |
(150) |
|
|
181.2 |
|
|
|
(1.8 |
) |
|
|
(0.98 |
) |
|
|
151.1 |
|
|
|
(64.6 |
) |
|
|
(29.95 |
) |
(200) |
|
|
180.7 |
|
|
|
(2.3 |
) |
|
|
(1.26 |
) |
|
|
130.0 |
|
|
|
(85.7 |
) |
|
|
(39.73 |
) |
|
|
|
|
(1) |
|
Net interest income of the first year. |
The tables above show that, as of December 31, 2005, the weighted net duration of the
Banks shareholders equity was approximately 0.07. This indicates that, as of December 31, 2005, a
100 basis points increase in interest rates would result in a 0.07% decline in the net present
value of the Banks shareholders equity,
-189-
while a decrease of 100 basis points would have the
opposite effect. This shows that the sensitivity of the Banks shareholders equity to
interest-rate movements was low as of that date.
The weighted net duration of the Banks shareholders equity of 0.07 as of December 31, 2005,
was practically unchanged from that as of the end of the prior fiscal year, of 0.08, reflecting
that the composition of the Banks balance sheet remained similar to that as of the end of the
prior year, in terms of interest rates (fixed vs. variable) and tenors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2004 |
Net Portfolio |
|
Fair Value |
|
|
Net Interest Income (1) |
|
|
Change in Interest Rates in Basis Points |
|
|
|
|
|
Absolute |
|
|
|
|
|
|
|
|
|
|
Absolute |
|
|
|
|
(Rate Shock) |
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
|
|
(in millions of pesos, except percentages) |
200 |
|
Ps. |
949.9 |
|
|
Ps. |
(1.3 |
) |
|
|
(0.14 |
)% |
|
Ps. |
146.8 |
|
|
Ps. |
69.7 |
|
|
|
90.34 |
% |
150 |
|
|
950.2 |
|
|
|
(1.0 |
) |
|
|
(0.11 |
) |
|
|
129.2 |
|
|
|
52.1 |
|
|
|
67.60 |
|
100 |
|
|
950.5 |
|
|
|
(0.7 |
) |
|
|
(0.07 |
) |
|
|
111.8 |
|
|
|
34.7 |
|
|
|
44.97 |
|
50 |
|
|
950.8 |
|
|
|
(0.4 |
) |
|
|
(0.04 |
) |
|
|
94.4 |
|
|
|
17.3 |
|
|
|
22.43 |
|
Static |
|
|
951.2 |
|
|
|
|
|
|
|
|
|
|
|
77.1 |
|
|
|
|
|
|
|
|
|
(50) |
|
|
951.6 |
|
|
Ps. |
0.4 |
|
|
|
0.04 |
% |
|
|
59.9 |
|
|
Ps. |
(17.2 |
) |
|
|
(22.33 |
)% |
(100) |
|
|
952.0 |
|
|
|
0.8 |
|
|
|
0.08 |
|
|
|
42.7 |
|
|
|
(34.4 |
) |
|
|
(44.57 |
) |
(150) |
|
|
952.3 |
|
|
|
1.1 |
|
|
|
0.12 |
|
|
|
17.6 |
|
|
|
(59.5 |
) |
|
|
(77.21 |
) |
(200) |
|
|
952.8 |
|
|
|
1.6 |
|
|
|
0.17 |
|
|
|
(7.5 |
) |
|
|
(84.6 |
) |
|
|
(109.71 |
) |
|
|
|
|
(1) |
|
Net interest income of the first year. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2004 |
Net Trading Portfolio |
|
Fair Value |
|
|
Net Interest Income (1) |
|
|
Change in Interest Rates in Basis Points |
|
|
|
|
|
Absolute |
|
|
|
|
|
|
|
|
|
|
Absolute |
|
|
|
|
(Rate Shock) |
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
|
|
(in millions of pesos, except percentages) |
200 |
|
Ps. |
525.7 |
|
|
Ps. |
(2.3 |
) |
|
|
(0.44 |
)% |
|
Ps. |
37.5 |
|
|
Ps. |
10.0 |
|
|
|
36.36 |
% |
150 |
|
|
526.3 |
|
|
|
(1.7 |
) |
|
|
(0.32 |
) |
|
|
35.0 |
|
|
|
7.5 |
|
|
|
27.27 |
|
100 |
|
|
526.8 |
|
|
|
(1.2 |
) |
|
|
(0.23 |
) |
|
|
32.5 |
|
|
|
5.0 |
|
|
|
18.18 |
|
50 |
|
|
527.4 |
|
|
|
(0.6 |
) |
|
|
(0.11 |
) |
|
|
30.0 |
|
|
|
2.5 |
|
|
|
9.09 |
|
Static |
|
|
528.0 |
|
|
|
|
|
|
|
|
|
|
|
27.5 |
|
|
|
|
|
|
|
|
|
(50) |
|
|
528.6 |
|
|
Ps. |
0.6 |
|
|
|
0.11 |
% |
|
|
25.0 |
|
|
Ps. |
(2.5 |
) |
|
|
(9.09 |
)% |
(100) |
|
|
529.2 |
|
|
|
1.2 |
|
|
|
0.23 |
|
|
|
22.5 |
|
|
|
(5.0 |
) |
|
|
(18.18 |
) |
(150) |
|
|
529.7 |
|
|
|
1.7 |
|
|
|
0.32 |
|
|
|
20.0 |
|
|
|
(7.5 |
) |
|
|
(27.27 |
) |
(200) |
|
|
530.3 |
|
|
|
2.3 |
|
|
|
0.44 |
|
|
|
17.5 |
|
|
|
(10.0 |
) |
|
|
(36.36 |
) |
|
|
|
|
(1) |
|
Net interest income of the first year. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2004 |
Net Non-Trading Portfolio |
|
Fair Value |
|
|
Net Interest Income (1) |
|
|
Change in Interest Rates in Basis Points |
|
|
|
|
|
Absolute |
|
|
|
|
|
|
|
|
|
|
Absolute |
|
|
|
|
(Rate Shock) |
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
Amount |
|
|
Variation |
|
|
% Change |
|
|
|
|
(in millions of pesos, except percentages) |
200 |
|
Ps. |
424.2 |
|
|
Ps. |
1.0 |
|
|
|
0.24 |
% |
|
Ps. |
109.3 |
|
|
Ps. |
59.7 |
|
|
|
120.36 |
% |
150 |
|
|
423.9 |
|
|
|
0.7 |
|
|
|
0.17 |
|
|
|
94.2 |
|
|
|
44.6 |
|
|
|
89.92 |
|
100 |
|
|
423.7 |
|
|
|
0.5 |
|
|
|
0.12 |
|
|
|
79.3 |
|
|
|
29.7 |
|
|
|
59.88 |
|
50 |
|
|
423.4 |
|
|
|
0.2 |
|
|
|
0.05 |
|
|
|
64.4 |
|
|
|
14.8 |
|
|
|
29.84 |
|
Static |
|
|
423.2 |
|
|
|
|
|
|
|
|
|
|
|
49.6 |
|
|
|
|
|
|
|
|
|
(50) |
|
|
423.0 |
|
|
Ps. |
(0.2 |
) |
|
|
(0.05 |
)% |
|
|
34.9 |
|
|
Ps. |
(14.7 |
) |
|
|
(29.64 |
)% |
(100) |
|
|
422.8 |
|
|
|
(0.4 |
) |
|
|
(0.09 |
) |
|
|
20.2 |
|
|
|
(29.4 |
) |
|
|
(59.27 |
) |
(150) |
|
|
422.6 |
|
|
|
(0.6 |
) |
|
|
(0.14 |
) |
|
|
(2.4 |
) |
|
|
(52.0 |
) |
|
|
(104.84 |
) |
(200) |
|
|
422.5 |
|
|
|
(0.7 |
) |
|
|
(0.17 |
) |
|
|
(25.0 |
) |
|
|
(74.6 |
) |
|
|
(150.40 |
) |
|
|
|
|
(1) |
|
Net interest income of the first year. |
-190-
The tables above show that, as of December 31, 2004, the weighted net duration of the
Banks shareholders equity was approximately 0.08. This indicates that, as of December 31, 2004, a
100 basis points increase in interest rates would result in a 0.08% decline in the net present
value of the Banks shareholders equity, while a decrease of 100 basis points would have the
opposite effect.
Foreign Exchange Rate Risk
Exchange-rate sensitivity is the relationship between the fluctuations of exchange rates and
the Banks net financial income resulting from the revaluation of the Banks assets and liabilities
denominated in foreign currency. The impact of variations in the exchange rate on the
Banks net financial income depends on whether the Bank has a net asset foreign currency position
(the amount by which foreign currency denominated assets exceed foreign currency denominated
liabilities) or a short foreign currency position (the amount by which foreign currency denominated
liabilities exceed foreign currency denominated assets). In the first case an
increase/decrease in the exchange rate derives in a gain/loss, respectively. In the second
case, an increase/decrease derives in a loss/gain, respectively.
As of December 31, 2006, Banco Galicia had a net asset foreign currency position of Ps.72.5
million (US$ 23.6 million), after adjusting its on-balance sheet position of Ps.253.9 million by
net forward purchases of foreign currency without delivery of the underlying asset, for Ps.326.4
million (US$ 106.2 million), recorded off-balance sheet.
As of December 31, 2005, Banco Galicia had a net asset foreign currency position of Ps.38.0
million (US$ 12.5 million), after adjusting its on-balance sheet position of Ps.286.3 million by
net forward sales of foreign currency without delivery of the underlying asset, for Ps.248.3
million (US$ 81.9 million), recorded off-balance sheet. No hedge instruments were used in prior
fiscal years.
As of December 31, 2004, Banco Galicia had a net asset foreign currency position of Ps.776.3
million (US$ 261.0 million). If the Banks holdings of dollar-denominated External Notes for
Ps.749.7 million were considered as peso-denominated assets adjusted by CER (as a result of such
External Notes having being tendered in January 2005 to the exchange offered by the Government to
restructure part of Argentinas sovereign debt and of the Banks decision to receive Discount Bonds
in pesos in an offer not subject to proration), its net asset foreign currency position as of
December 31, 2004, was almost zero.
The tables below show the effects of changes in the exchange rate of the peso vis-à-vis the
U.S. dollar on the value of the Banks foreign currency net asset position as of December 31, 2006,
2005 and 2004. As of these dates, the breakdown of the Banks foreign currency net asset position
into trading and non-trading was not presented as the Banks foreign currency trading portfolio was
not material.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Foreign Currency Net Position as of |
|
|
December 31, 2006 |
Percentage Change in the Value of the Peso Relative to the Dollar (1) |
|
Amount |
|
|
Absolute Variation |
|
|
% Change |
|
|
|
|
(in millions of pesos, except percentages) |
40% |
|
|
101.5 |
|
|
|
29.0 |
|
|
|
40.0 |
|
30% |
|
|
94.3 |
|
|
|
21.8 |
|
|
|
30.1 |
|
20% |
|
|
87.0 |
|
|
|
14.5 |
|
|
|
20.0 |
|
10% |
|
|
79.8 |
|
|
|
7.3 |
|
|
|
10.1 |
|
Static |
|
|
72.5 |
(2) |
|
|
|
|
|
|
|
|
(10)% |
|
|
65.3 |
|
|
|
(7.2 |
) |
|
|
(9.9 |
) |
(20)% |
|
|
58.0 |
|
|
|
(14.5 |
) |
|
|
(20.0 |
) |
(30)% |
|
|
50.8 |
|
|
|
(21.7 |
) |
|
|
(29.9 |
) |
(40)% |
|
|
43.5 |
|
|
|
(29.0 |
) |
|
|
(40.0 |
) |
|
|
|
|
(1) |
|
Devaluation / (Revaluation). |
|
(2) |
|
Adjusted to reflect forward purchases and sales of foreign currency without delivery of the underlying asset, registered in memorandum accounts. |
-191-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Foreign Currency Net Position as of |
|
|
December 31, 2005 |
Percentage Change in the Value of the Peso Relative to the Dollar (1) |
|
Amount |
|
|
Absolute Variation |
|
|
% Change |
|
|
|
|
(in millions of pesos, except percentages) |
|
40% |
|
|
53,2 |
|
|
|
15,2 |
|
|
|
40,0 |
|
30% |
|
|
49,4 |
|
|
|
11,4 |
|
|
|
30,0 |
|
20% |
|
|
45,6 |
|
|
|
7,6 |
|
|
|
20,0 |
|
10% |
|
|
41,8 |
|
|
|
3,8 |
|
|
|
10,0 |
|
Static |
|
|
38,0 |
(2) |
|
|
|
|
|
|
|
|
(10)% |
|
|
34,2 |
|
|
|
(3,8 |
) |
|
|
(10,0 |
) |
(20)% |
|
|
30,4 |
|
|
|
(7,6 |
) |
|
|
(20,0 |
) |
(30)% |
|
|
26,6 |
|
|
|
(11,4 |
) |
|
|
(30,0 |
) |
(40)% |
|
|
22,8 |
|
|
|
(15,2 |
) |
|
|
(40,0 |
) |
|
|
|
|
(1) |
|
Devaluation / (Revaluation). |
|
(2) |
|
Adjusted to reflect forward purchases and sales of foreign currency without delivery of the underlying asset, registered in memorandum accounts. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Foreign Currency Net Position as of |
|
|
December 31, 2004 |
|
Percentage Change in the Value of the Peso Relative to the Dollar (1) |
|
Amount |
|
|
Absolute Variation |
|
|
% Change |
|
|
|
|
(in millions of pesos, except percentages) |
40% |
|
Ps. |
1,086.8 |
|
|
Ps. |
310.5 |
|
|
|
40.0 |
% |
30% |
|
|
1,009.2 |
|
|
|
232.9 |
|
|
|
30.0 |
|
20% |
|
|
931.6 |
|
|
|
155.3 |
|
|
|
20.0 |
|
10% |
|
|
853.9 |
|
|
|
77.6 |
|
|
|
10.0 |
|
Static |
|
|
776.3 |
|
|
|
|
|
|
|
|
|
(10)% |
|
|
698.7 |
|
|
|
(77.6 |
) |
|
|
(10.0 |
) |
(20)% |
|
|
621.0 |
|
|
|
(155.3 |
) |
|
|
(20.0 |
) |
(30)% |
|
|
543.4 |
|
|
|
(232.9 |
) |
|
|
(30.0 |
) |
(40)% |
|
|
465.8 |
|
|
|
(310.5 |
) |
|
|
(40.0 |
) |
|
|
|
|
(1) |
|
Devaluation / (Revaluation). |
The Banks net foreign currency position as of December 31, 2006 was low and had recorded
a low variation in absolute terms from that as of the end of the prior fiscal year. The Banks net
foreign currency position as of December 31, 2005, of Ps.38.0 million, showed a significant
decrease from the Ps.776.3 million recorded as of December 31, 2004. This decrease is mainly
attributable to: (i) net forward sales of foreign currency for Ps.248.2 million (recorded
off-balance sheet), and (ii) the option chosen by the Bank, in January 2005, to exchange its
holdings of dollar-denominated External Notes for Discount Bonds in Pesos, in the exchange offered
by the Government to restructure part of Argentinas foreign debt.
Currency Mismatches
As of December 31, 2006, the Bank had a net asset (or long) position in both peso-denominated
assets adjusted by CER and foreign currency-denominated assets, and a net liability (or short)
position in non-adjusted peso-denominated liabilities. That is, the Bank had more peso-denominated
CER-adjusted assets and more foreign currency-denominated assets than liabilities; and more
non-adjusted peso-denominated liabilities than assets.
Funding of our long position in CER-adjusted assets through peso-denominated liabilities
bearing a market interest rate (and no principal adjustment linked to inflation) exposes us to
differential fluctuations in the inflation rate and in market interest rates, with a significant
increase in market interest rates vis-à-vis the inflation rate (which is reflected in the CER
variation) having a negative impact on our net financial income. The risk inherent in the Banks
balance sheet structure of assets and liabilities as regards exchange rate variations and real
interest rates depends on the size and the sign of said currency mismatches. The Banks Board of
Directors has defined a limit in that respect setting the maximum authorized positions in each
currency.
-192-
The table below shows the composition of the Banks shareholders equity by currency and type
of principal adjustment, that is our assets and liabilities denominated in foreign currency, in
pesos and adjustable by the CER, as of December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006 |
|
|
Assets |
|
|
Liabilities |
|
|
Gap |
|
|
|
|
(In millions of pesos) |
Financial Assets and Liabilities |
|
|
19,136.1 |
|
|
|
21,621.5 |
|
|
|
(2,485.4 |
) |
Pesos Unadjusted |
|
|
8,101.0 |
|
|
|
10,729.2 |
|
|
|
(2,628.2 |
) |
Pesos Adjusted by CER |
|
|
4,222.9 |
|
|
|
3,826.2 |
|
|
|
396.7 |
|
Foreign Currency |
|
|
6,812.2 |
|
|
|
7,066.1 |
|
|
|
(253.9 |
) |
Other Assets and Liabilities |
|
|
4,328.8 |
|
|
|
580.4 |
|
|
|
3,748.4 |
|
|
|
|
Total Gap |
|
|
23,464.9 |
|
|
|
22,201.9 |
|
|
|
1,263.0 |
|
|
Adjusted for Forward Transactions Recorded in Memo Accounts |
|
|
|
|
|
|
|
|
|
|
|
|
Financial Assets and Liabilities |
|
|
19,136.1 |
|
|
|
21,621.5 |
|
|
|
(2,485.4 |
) |
In pesos, unadjusted, including shareholders equity |
|
|
7,625.7 |
|
|
|
10,580.3 |
|
|
|
(2,954.6 |
) |
In pesos, adjusted by the CER |
|
|
4,222.9 |
|
|
|
3,826.2 |
|
|
|
396.7 |
|
In foreign currency (1) |
|
|
7,287.5 |
|
|
|
7,215.0 |
|
|
|
72.5 |
|
Other Assets and Liabilities |
|
|
4,328.8 |
|
|
|
580.4 |
|
|
|
3,748.4 |
|
|
|
|
Total Adjusted Gap |
|
|
23,464.9 |
|
|
|
22,201.9 |
|
|
|
1,263.0 |
|
|
|
|
|
(1) |
|
Adjusted for forward sales and purchases of foreign exchange made by the Bank and recorded off-balance sheet. |
Peso-denominated Assets and Liabilities Adjusted by CER
At the end of fiscal year 2006, the Banks CER-adjusted assets consisted mainly of Secured
Loans, Bogar Bonds, securities issued by the Galtrust I Financial Trust, loans to the private
sector and debt securities and the participation certificate of the Special Fund Former Almafuerte
Bank. The CER-adjusted liabilities consisted, mainly, of debt with the Argentine Central Bank,
deposits, credit lines granted to the Bank and the regional credit-card companies, and negotiable
obligations of said companies. As of December 31, 2006, there was a net asset position in
CER-adjusted assets of Ps.396.7 million.
The Banks Board of Directors has defined a limit for the CER-adjusted mismatch. This limit
has been established at 100% and at -25% (minus 25%) of the Banks RPC for the net asset position
and the short position, respectively. Considering the Banks RPC at the close of the fiscal year
amounted Ps.1,861.6 million, the CER-adjusted net asset position represented 21.3% of said RPC as
of that date.
Assets and Liabilities Denominated in Foreign Currency
At the end of fiscal year 2006, the Banks assets denominated in foreign currency mainly
consisted mainly of Boden 2012 Bonds received (as Compensatory Bond and Hedge Bond) and to be
acquired (remaining Hedge Bond), cash and balances held at the Argentine Central Bank, loans to the
non-financial private sector and residents abroad, and forward purchases of Boden 2012 Bonds in
connection with repo transactions. The Banks liabilities denominated in foreign currency mainly
comprised subordinated and non-subordinated negotiable obligations, debt with international banks
and credit agencies, deposits, and obligations in connection with forward purchases of Boden 2012
Bonds and Discount Bonds sold under repurchase agreements. As of December 31, 2006, the Banks net
position in foreign currency adjusted to reflect forward transactions of foreign currency was an
asset position of Ps.72.5 million, equivalent to US$ 23.6 million.
The Banks Board of Directors has defined a limit for foreign currency mismatches. This limit
has been established at 30% and -10% (minus 10%) of the Banks RPC for the net asset position and
net short positions, respectively. At the end of the fiscal year, the Banks net asset position in
foreign currency represented 3.9% of its RPC.
Non-adjusted Peso-denominated Assets and Liabilities
-193-
At the end of fiscal year 2006, the Banks non-adjusted peso-denominated assets mainly
consisted of loans to the non-financial private sector, loans to the financial sector, cash,
balances held at the Argentine Central Bank (including escrow accounts balances) and at
correspondent banks, and assets under financial leases. Liabilities in this currency mainly
comprised non-financial private-sector deposits, liabilities with retailers in connection with the
credit-card activity of the Bank and the regional credit-card companies, liabilities with domestic
financial institutions, and obligations in connection with forward purchases of Boden 2012 Bonds
sold under repurchase agreements. The net position in non-adjusted peso-denominated liabilities, of
Ps.2,628.2 million, funded the above-mentioned long positions.
Other Assets and Liabilities
In the category Other Assets and Liabilities, the following were included in the assets
column: (i) Ps.1,733.3 million corresponding to the proceeds of the sale of Secured Loans recorded
under Other Receivables Resulting from Financial Brokerage applied to the settlement in advance
of financial assistance from the Argentine Central Bank in January 2007, (ii) Ps.886.3 million in
bank premises and equipment and miscellaneous and intangible assets, (iii) Ps.714.1 million in
forward purchases of Discount Bonds sold under repurchase agreements, (iv) Ps.367.3 million
recorded as intangible assets pursuant to the regulations established by the Argentine Central Bank
and corresponding to the difference for amparo claims net of amortization, (iv) Ps.42.3 million in
equity investments, and (v) Ps.339.1 million in miscellaneous receivables. The following were
included in the liabilities column: Ps.151.1 million in allowances, Ps.204.1 million in
miscellaneous liabilities, and Ps.225.2 million corresponding to other liabilities of consolidated
companies.
Market Risk
In order to measure and to control market risk, the Banks Board of Directors has established
the use of a model known as Value at Risk or VaR. On a daily basis and for the Bank on a
stand-alone basis, this model determines the expected results of the liquidation at market values
of the securities and the foreign exchange comprising the Banks trading and brokerage portfolio,
considering the last 252 trading days. The parameters taken into consideration are as follows:
|
i) |
|
A 95% degree of confidence. |
|
|
ii) |
|
VaR estimates are made for holding periods of 1 day and N days, where N is defined
as the number of days necessary to liquidate the position in each security and foreign
currency. |
|
|
iii) |
|
In the case of securities newly issued, the available trading days are taken into
consideration, with a maximum; if there are not enough trading days or if there are no
quotations, the volatility of bonds with similar risk and characteristics from domestic
issuers is used. |
The Banks policy defines that the Financial Operations and the Risk Management Departments
agree on the parameters under which the model works, and establishes limits in terms of maximum
authorized annual losses for the fiscal year both for foreign-currency and securities positions.
This limits are Ps.1.0 million for government securities and Ps.0.5 million for foreign-currency
brokerage. The Bank has remained within the established limits.
Item 12. Description of Securities Other Than Equity Securities
Not applicable.
-194-
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Not applicable.
Item 15. Controls and Procedures
(a) Disclosure Controls and Procedures.
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of
the Securities Exchange Act of 1934, as amended). We performed an evaluation of the effectiveness
of our disclosure controls and procedures that are designed to ensure
that the information required to be disclosed by us in the reports that we file with or submit
to the SEC under the Securities Exchange Act of 1934, as amended, is accumulated, recorded,
processed, summarized, reported and communicated within the time periods specified by the SECs
rules and regulations and allow timely decisions regarding required disclosure. Based on our
evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, has
concluded that, as of the end of the period covered by this annual report, our disclosure controls
and procedures were effective and provided reasonable assurance of achieving the objectives for which
they were implemented. Notwithstanding the effectiveness of our disclosure controls and procedures,
these disclosure controls and procedures cannot provide absolute
assurance of achieving their objectives because of
their inherent limitations. Disclosure controls and procedures are
processes that involve human diligence and compliance and are subject to
error in judgment. Because of such limitations, there is a risk that
material misstatements may not be prevented or detected on a timely
basis by our disclosure controls and procedures.
(b) Managements Annual Report on Internal Control Over Financial Reporting.
1) Our management is responsible for establishing and maintaining adequate internal control
over financial reporting for us and our consolidated subsidiaries. Internal control over
financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange
Act of 1934, as amended, as a process designed by, or under the supervision of, our
principal executive and principal financial officers, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of consolidated financial statements in accordance with
applicable generally accepted
accounting principles.
Internal controls and procedures are processes that involve human
diligence and compliance and are subject to error in judgment. Because of its inherent limitations, internal control over financial reporting may
not prevent or detect all misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
2) Our management, including our Chief Executive Officer and Chief Financial Officer has
evaluated the effectiveness of our internal control over financial reporting as of the end
of the period covered by this annual report. In making this assessment, we used the criteria
established in Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission, or COSO.
3) Based on our assessment, we and our management have concluded that,
as of the end of the period covered by this annual report, our internal control over
financial reporting was effective.
4)
This annual report does not include an attestation report of our
independent registered public
accounting firm regarding internal control over financial reporting. Managements report was
not subject to attestation by
-195-
our registered public accounting firm pursuant to temporary rules of the SEC that permit us
to provide only managements report in this annual report.
(c) Changes in Internal Control Over Financial Reporting.
During the period covered by this report, there have not been any changes in our internal
control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under
the Securities Exchange Act of 1934, as amended) that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Item 16. [Reserved]
Item 16A. Audit Committee Financial Expert
Mr. Luis O. Oddone is our Audit Committee financial expert and he is independent as that term
is defined under Nasdaq National Market listing requirements.
Item 16B. Code of Ethics
We have adopted a corporate code of ethics (for Grupo Financiero Galicia and its main
subsidiaries) in accordance with the requirements of Section 406 of the U.S. S-OX Act. During 2006,
no changes were introduced to our corporate code of ethics and there have been no waivers to such
code. Our code of ethics is available on our website, <http://www.gfgsa.com>.
Item 16C. Principal Accountants Fees and Services
The following table sets forth the total remuneration billed to us by our independent
registered public accounting firm, Price Waterhouse & Co. S.R.L., during the fiscal years ended
December 31, 2006 and 2005. While during the first quarter of 2005, Net Investment and Galicia
Warrants used the services of a local accounting firm, amounts paid to this firm were minimal.
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
|
(In thousands of pesos) |
Audit fees |
|
|
3,838 |
|
|
|
3,177 |
|
Audit related fees |
|
|
1,428 |
|
|
|
819 |
|
Tax fees |
|
|
407 |
|
|
|
126 |
|
All other fees |
|
|
114 |
|
|
|
256 |
|
|
Total |
|
Ps. |
5,787 |
|
|
Ps. |
4,378 |
|
|
Audit Fees
Audit fees are mainly the fees billed in relation with professional services for auditing our
consolidated financial statements under local and U.S. GAAP requirements for the fiscal years 2006
and 2005.
Audit-Related Fees
Audit-related fees are fees billed for professional services related to attestation, review
and verification services with respect to our financial information and the provision of services
in connection with special reports in each of the years 2005 and 2006.
Tax Fees
-196-
Tax fees are fees billed with respect to tax compliance and advisory services related to tax
liabilities.
All Other Fees
All other fees include fees paid for professional services other than the services reported
above under audit fees, audit related fees and tax fees in each of the fiscal periods above.
Audit Committee Preapproval
Our audit committee is required to pre-approve all audit and non-audit services to be provided
by our independent registered public accounting firm. Since 2004, our Audit Committee has reviewed
and approved audit and non-audit services fees proposed by our independent auditors.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and affiliated Purchasers
None.
-197-
PART III
Item 17. Financial Statements
Not applicable.
Item 18. Financial Statements
Report of the Independent Registered Public Accounting Firm as of and for the fiscal years ended
December 31, 2006, 2005 and 2004
Consolidated Balance Sheets as of December 31, 2006 and 2005
Consolidated Statements of Income for the years ended December 31, 2006, 2005 and 2004
Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005, and 2004
Consolidated Statements of Changes in Shareholders Equity for the years ended December 31, 2006,
2005, and 2004
Notes to the Consolidated Financial Statements
You can
find our audited consolidated financial statements on pages F-1 to
F-91 of this annual
report.
Item 19. Exhibits
|
|
|
Exhibit |
|
Description |
|
1.1
|
|
Unofficial English language translation of the By-laws (estatutos sociales). **** |
|
|
|
2.1
|
|
Form of Deposit Agreement between The Bank of New York and the registrant, including the form
of American Depositary Receipt.* |
|
|
|
2.2
|
|
Indenture, dated as of May 18, 2004, among the Bank, The Bank of New York and Banco Rio de la
Plata S.A.** |
|
|
|
4.1
|
|
English translation of form of Financial Trust Contract, dated April 16, 2002, among the
Bank, Banco Provincia de Buenos Aires and BAPRO Mandatos y Negocios S.A.*** |
|
|
|
4.2
|
|
English translation of form of Loan Agreement, dated March 21, 2002, by and between Seguro de
Depositos S.A. and the Bank.*** |
|
|
|
4.4
|
|
Form of Restructured Loan Facility (as evidenced by the Note Purchase Agreement, dated as of
April 27, 2004, among Banco de Galicia y Buenos Aires S.A., Barclays Bank PLC, the holders
party thereto and Deutsche Bank Trust Company Americas).** |
|
|
|
4.5
|
|
Form of Amendment No. 1 and Waiver to Restructured Loan Facility (as evidenced by the
Amendment No. 1 and Waiver to Note Purchase Agreement, dated as of December 20, 2004, among
Banco de Galicia y Buenos Aires S.A., the holders party thereto and Deutsche Bank Trust
Company Americas). **** |
|
|
|
4.6
|
|
Form of Second Amendment to Restructured Loan Facility (as evidenced by the Second Amendment
to the Note Purchase Agreement, dated as of August 25, 2006, among Banco de Galicia y Buenos
Aires S.A., the holders party thereto and Deutsche Bank Trust Company Americas). |
-198-
|
|
|
Exhibit |
|
Description |
|
8.1
|
|
For a list of our subsidiaries as of the end of the fiscal year covered by this annual
report, please see Item 4. Information on the CompanyOrganizational Structure. |
|
|
|
12.1
|
|
Certification of the principal executive officer required under Rule 13a-14(a) or Rule
15d-14(a), pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
|
|
|
12.2
|
|
Certification of the principal financial officer required under Rule 13a-14(a) or Rule
15d-14(a), pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
|
|
|
13.1
|
|
Certification of the principal executive officer required pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
|
|
|
13.2
|
|
Certification of the principal financial officer required pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
|
|
|
*
|
|
Incorporated by reference from our Registration Statement on Form F-4 (333-11960). |
|
|
|
**
|
|
Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31, 2003. |
|
|
|
***
|
|
Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31, 2002. |
|
|
|
****
|
|
Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31, 2004. |
-199-
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and
that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
|
|
|
|
|
|
|
|
|
GRUPO FINANCIERO GALICIA S.A. |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Antonio Garcés |
|
|
|
|
|
|
|
|
|
|
|
|
|
Name: Antonio Garcés |
|
|
|
|
|
|
Title: Chairman of the Board, Chief Executive Officer |
|
|
Date:
June 28, 2007
-200-
GRUPO FINANCIERO GALICIA S.A. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page |
|
|
|
F-2 |
|
|
|
|
|
|
|
|
|
F-3 |
|
|
|
|
|
|
|
|
|
F-6 |
|
|
|
|
|
|
|
|
|
F-8 |
|
|
|
|
|
|
|
|
|
F-10 |
|
|
|
|
|
|
|
|
|
F-11 |
|
F-1
Report of the Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Grupo Financiero Galicia S.A.
We have audited the accompanying consolidated balance sheets of Grupo Financiero Galicia S.A. and
its subsidiaries (together the Group) as of December 31, 2006 and 2005, and the related
consolidated statements of operations, of changes in shareholders equity and of cash flows for
each of the three years in the period ended December 31, 2006. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States) and the auditing standards generally accepted in Argentina and performed the
auditing procedures required by the Banco Central de la Republica Argentina (the BCRA). Those
standards require that we plan and perform the audit to obtain reasonable assurance as to whether
the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Grupo Financiero Galicia S.A. and its subsidiaries at
December 31, 2006 and 2005, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2006, in conformity with accounting rules
prescribed by the BCRA.
As described in Note 38 and 39, respectively, accounting rules prescribed by the BCRA differ in
certain respects from, and is a comprehensive basis of accounting other than, accounting principles
generally accepted in Argentina for enterprises in general and accounting principles generally
accepted in the United States of America (US GAAP). Information relating to the nature and effect
of the differences between accounting rules prescribed by the BCRA and US GAAP is presented in Note
39.
Price Waterhouse & Co. S.R.L.
Santiago J. Mignone
Partner
Buenos Aires, Argentina
February 14, 2007, except for notes 31, 37 and 39 as to which the date is June 25, 2007.
F-2
Grupo Financiero Galicia S.A. and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2006 and 2005
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
ASSETS |
|
|
|
|
|
|
|
|
A. Cash and due from banks |
|
|
|
|
|
|
|
|
Cash |
|
|
550,851 |
|
|
|
552,495 |
|
Banks and correspondents |
|
|
1,743,998 |
|
|
|
488,663 |
|
|
|
|
|
|
|
|
|
|
Ps. |
2,294,849 |
|
|
Ps. |
1,041,158 |
|
|
|
|
|
|
|
|
|
|
B. Government and corporate securities |
|
|
|
|
|
|
|
|
Holdings of investment account securities |
|
|
2,608,827 |
|
|
|
650,924 |
|
Holdings of trading securities |
|
|
28,566 |
|
|
|
21,229 |
|
Government securities without quotation |
|
|
431,753 |
|
|
|
4,591,071 |
|
Securities issued by the Argentine Central Bank |
|
|
119,520 |
|
|
|
704,467 |
|
Investments in quoted corporate securities |
|
|
339 |
|
|
|
4,418 |
|
Allowances |
|
|
(357 |
) |
|
|
(353 |
) |
|
|
|
|
|
|
|
|
|
Ps. |
3,188,648 |
|
|
Ps. |
5,971,756 |
|
|
|
|
|
|
|
|
|
|
C. Loans |
|
|
|
|
|
|
|
|
To the non-financial public sector |
|
|
2,739,282 |
|
|
|
5,235,869 |
|
To the financial sector |
|
|
311,623 |
|
|
|
128,203 |
|
To the non-financial private sector and residents abroad |
|
|
7,790,689 |
|
|
|
5,619,015 |
|
Overdrafts |
|
|
346,135 |
|
|
|
222,779 |
|
Promissory notes |
|
|
2,143,706 |
|
|
|
1,836,887 |
|
Mortgage loans |
|
|
687,954 |
|
|
|
503,397 |
|
Pledge loans |
|
|
67,145 |
|
|
|
121,095 |
|
Consumer loans |
|
|
563,232 |
|
|
|
258,015 |
|
Credit card loans |
|
|
2,458,572 |
|
|
|
1,732,114 |
|
Other |
|
|
1,403,209 |
|
|
|
812,587 |
|
Accrued Interest, adjustments and quotation differences receivable |
|
|
154,960 |
|
|
|
146,839 |
|
Documented interest |
|
|
(33,651 |
) |
|
|
(14,684 |
) |
Unallocated collections |
|
|
(573 |
) |
|
|
(14 |
) |
Allowances |
|
|
(327,042 |
) |
|
|
(427,911 |
) |
|
|
|
|
|
|
|
|
|
Ps. |
10,514,552 |
|
|
Ps. |
10,555,176 |
|
|
|
|
|
|
|
|
|
|
D. Other receivables resulting from financial brokerage |
|
|
|
|
|
|
|
|
Argentine Central Bank |
|
|
1,878,286 |
|
|
|
108,819 |
|
Amounts receivable for spot and forward sales to be settled |
|
|
91,441 |
|
|
|
264,170 |
|
Securities receivable under spot and forward purchases to be settled |
|
|
1,464,917 |
|
|
|
270,476 |
|
Negotiable obligations without quotation |
|
|
26,721 |
|
|
|
41,403 |
|
Balances from forward transactions without delivery of underlying
asset to be settled |
|
|
30,964 |
|
|
|
709 |
|
Compensation to be received from the national government |
|
|
401,335 |
|
|
|
4,154,989 |
|
Other |
|
|
1,570,213 |
|
|
|
1,357,057 |
|
Allowances |
|
|
(21,896 |
) |
|
|
(35,242 |
) |
|
|
|
|
|
|
|
|
|
Ps. |
5,441,981 |
|
|
Ps. |
6,162,381 |
|
The accompanying Notes are an integral part of these consolidated financial statements
F-3
Grupo Financiero Galicia S.A. and Subsidiaries
Consolidated Balance Sheets Continued
As of December 31, 2006 and 2005
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
ASSETS (Continued) |
|
|
|
|
|
|
|
|
E. Assets under financial leases |
|
|
|
|
|
|
|
|
Assets under financial leases |
|
|
208,603 |
|
|
|
193,697 |
|
Allowances |
|
|
(2,428 |
) |
|
|
(2,521 |
) |
|
|
|
|
|
|
|
|
|
Ps. |
206,175 |
|
|
Ps. |
191,176 |
|
|
|
|
|
|
|
|
|
|
F. Equity investments |
|
|
|
|
|
|
|
|
In financial institutions |
|
|
3,057 |
|
|
|
3,088 |
|
Other |
|
|
77,385 |
|
|
|
113,336 |
|
Allowances |
|
|
(44,867 |
) |
|
|
(31,304 |
) |
|
|
|
|
|
|
|
|
|
Ps. |
35,575 |
|
|
Ps. |
85,120 |
|
|
|
|
|
|
|
|
|
|
G. Miscellaneous receivables |
|
|
|
|
|
|
|
|
Receivables for assets sold |
|
|
15,118 |
|
|
|
85 |
|
Tax on minimum presumed income Tax credit |
|
|
218,884 |
|
|
|
170,989 |
|
Other |
|
|
515,805 |
|
|
|
354,360 |
|
Accrued interest on receivables for assets sold |
|
|
93 |
|
|
|
6 |
|
Other accrued interest and adjustments receivable |
|
|
82 |
|
|
|
65 |
|
Allowances |
|
|
(74,472 |
) |
|
|
(77,626 |
) |
|
|
|
|
|
|
|
|
|
Ps. |
675,510 |
|
|
Ps. |
447,879 |
|
|
|
|
|
|
|
|
|
|
H. Bank premises and equipment |
|
Ps. |
490,290 |
|
|
Ps. |
484,198 |
|
|
|
|
|
|
|
|
|
|
I. Miscellaneous assets |
|
Ps. |
271,107 |
|
|
Ps. |
199,152 |
|
|
|
|
|
|
|
|
|
|
J. Intangible assets |
|
|
|
|
|
|
|
|
Goodwill |
|
|
65,165 |
|
|
|
85,003 |
|
Organization and development expenses |
|
|
437,631 |
|
|
|
405,357 |
|
|
|
|
|
|
|
|
|
|
Ps. |
502,796 |
|
|
Ps. |
490,360 |
|
|
|
|
|
|
|
|
|
|
K. Unallocated items |
|
|
4,381 |
|
|
|
1,678 |
|
|
|
|
|
|
|
|
|
|
L. Other Assets |
|
|
8,311 |
|
|
|
5,690 |
|
|
|
|
|
|
|
|
Total Assets |
|
Ps. |
23,634,175 |
|
|
Ps. |
25,635,724 |
|
|
|
|
|
|
|
|
The accompanying Notes are an integral part of these consolidated financial statements
F-4
Grupo Financiero Galicia S.A. and Subsidiaries
Consolidated Balance Sheets Continued
As of December 31, 2006 and 2005
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M. Deposits |
|
|
|
|
|
|
|
|
Non-financial public sector |
|
Ps. |
63,922 |
|
|
Ps. |
90,341 |
|
Financial sector |
|
|
154,303 |
|
|
|
6,201 |
|
Non-financial private sector and residents abroad |
|
|
10,561,144 |
|
|
|
8,325,118 |
|
Current accounts |
|
|
1,982,765 |
|
|
|
1,639,766 |
|
Saving accounts |
|
|
2,442,946 |
|
|
|
2,211,436 |
|
Time deposits |
|
|
5,789,299 |
|
|
|
4,186,018 |
|
Investment accounts |
|
|
4,031 |
|
|
|
158 |
|
Other |
|
|
211,176 |
|
|
|
192,584 |
|
Accrued interest and quotation differences payable |
|
|
130,927 |
|
|
|
95,156 |
|
|
|
|
|
|
|
|
|
|
Ps. |
10,779,369 |
|
|
Ps. |
8,421,660 |
|
|
|
|
|
|
|
|
|
|
N. Other liabilities resulting from financial brokerage |
|
|
|
|
|
|
|
|
Argentine Central Bank |
|
|
3,025,977 |
|
|
|
8,611,909 |
|
Other |
|
|
3,025,977 |
|
|
|
8,611,909 |
|
Banks and international entities |
|
|
844,263 |
|
|
|
762,055 |
|
Unsubordinated negotiable obligations |
|
|
2,809,416 |
|
|
|
3,052,434 |
|
Amounts payable for spot and forward purchases to be settled |
|
|
1,046,181 |
|
|
|
222,729 |
|
Securities to be delivered under spot and forward sales to be settled |
|
|
91,329 |
|
|
|
266,071 |
|
Loans from domestic financial institutions |
|
|
281,055 |
|
|
|
220,422 |
|
Balances from forward transactions without delivery of underlying
asset to be settled |
|
|
31,635 |
|
|
|
418 |
|
Other |
|
|
1,566,706 |
|
|
|
1,152,433 |
|
Accrued interest and quotation differences payable |
|
|
128,391 |
|
|
|
125,242 |
|
|
|
|
|
|
|
|
|
|
Ps. |
9,824,953 |
|
|
Ps. |
14,413,713 |
|
|
|
|
|
|
|
|
|
|
O. Miscellaneous liabilities |
|
|
|
|
|
|
|
|
Directors and Syndics fees |
|
|
3,255 |
|
|
|
3,438 |
|
Other |
|
|
219,002 |
|
|
|
265,301 |
|
Adjustments and accrued interest payable |
|
|
838 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
Ps. |
223,095 |
|
|
Ps. |
268,740 |
|
|
|
|
|
|
|
|
|
|
P. Provisions |
|
|
182,927 |
|
|
|
254,351 |
|
Q. Subordinated negotiable obligations |
|
|
777,617 |
|
|
|
431,024 |
|
R. Unallocated items |
|
|
5,734 |
|
|
|
3,915 |
|
S. Other Liabilities |
|
|
64,827 |
|
|
|
70,046 |
|
T. Minority interests |
|
|
167,185 |
|
|
|
145,499 |
|
|
|
|
|
|
|
|
Total Liabilities |
|
Ps. |
22,025,707 |
|
|
Ps. |
24,008,948 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY |
|
|
1,608,468 |
|
|
|
1,626,776 |
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity |
|
Ps. |
23,634,175 |
|
|
Ps. |
25,635,724 |
|
|
|
|
|
|
|
|
The accompanying Notes are an integral part of these consolidated financial statements
F-5
Grupo Financiero Galicia S.A. and Subsidiaries
Consolidated Statements of Income
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
A. Financial income |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on cash and due from banks |
|
Ps. |
874 |
|
|
Ps. |
68 |
|
|
Ps. |
44 |
|
Interest on loans granted to the financial sector |
|
|
2,869 |
|
|
|
2,823 |
|
|
|
5,189 |
|
Interest on overdrafts |
|
|
69,670 |
|
|
|
39,957 |
|
|
|
28,254 |
|
Interest on promissory notes |
|
|
200,564 |
|
|
|
119,017 |
|
|
|
97,544 |
|
Interest on mortgage loans |
|
|
69,967 |
|
|
|
74,052 |
|
|
|
67,935 |
|
Interest on pledge loans |
|
|
12,146 |
|
|
|
10,806 |
|
|
|
6,706 |
|
Interest on credit card loans |
|
|
281,116 |
|
|
|
222,657 |
|
|
|
163,054 |
|
Interest on other loans |
|
|
105,813 |
|
|
|
35,705 |
|
|
|
26,050 |
|
Interest on other receivables resulting from financial brokerage |
|
|
171,878 |
|
|
|
165,895 |
|
|
|
90,017 |
|
Net income from government and corporate securities |
|
|
261,229 |
|
|
|
333,107 |
|
|
|
|
|
Net income from secured loans Decree No. 1387/01 |
|
|
194,777 |
|
|
|
203,487 |
|
|
|
186,038 |
|
Consumer price index adjustment (CER / CVS) |
|
|
730,074 |
|
|
|
1,091,832 |
|
|
|
588,653 |
|
Other |
|
|
148,860 |
|
|
|
99,226 |
|
|
|
132,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
2,249,837 |
|
|
Ps. |
2,398,632 |
|
|
Ps. |
1,391,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B. Financial expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on current account deposits |
|
|
21,043 |
|
|
|
15,301 |
|
|
|
4,858 |
|
Interest on savings account deposits |
|
|
4,105 |
|
|
|
4,557 |
|
|
|
4,124 |
|
Interest on time deposits |
|
|
313,036 |
|
|
|
142,051 |
|
|
|
90,511 |
|
Interest on financing from the financial sector |
|
|
5,527 |
|
|
|
4,581 |
|
|
|
6,146 |
|
Interest on other liabilities resulting from financial brokerage |
|
|
326,462 |
|
|
|
269,276 |
|
|
|
172,558 |
|
Other interest |
|
|
275,509 |
|
|
|
334,398 |
|
|
|
323,245 |
|
Net loss from government and corporate securities |
|
|
|
|
|
|
|
|
|
|
7,027 |
|
Consumer price index adjustment |
|
|
697,694 |
|
|
|
1,006,752 |
|
|
|
501,831 |
|
Other |
|
|
228,237 |
|
|
|
69,013 |
|
|
|
57,144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
1,871,613 |
|
|
Ps. |
1,845,929 |
|
|
Ps. |
1,167,444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Gross brokerage margin |
|
|
378,224 |
|
|
|
552,703 |
|
|
|
224,141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan loss provisions |
|
|
110,869 |
|
|
|
76,730 |
|
|
|
190,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Income from services |
|
|
|
|
|
|
|
|
|
|
|
|
In relation to lending transactions |
|
|
247,501 |
|
|
|
185,825 |
|
|
|
157,084 |
|
In relation to borrowing transactions |
|
|
220,543 |
|
|
|
175,907 |
|
|
|
140,375 |
|
Other commissions |
|
|
17,056 |
|
|
|
14,898 |
|
|
|
8,035 |
|
Other |
|
|
367,993 |
|
|
|
269,106 |
|
|
|
223,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
853,093 |
|
|
Ps. |
645,736 |
|
|
Ps. |
529,052 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E. Expenses for services |
|
|
|
|
|
|
|
|
|
|
|
|
Commissions |
|
|
80,801 |
|
|
|
53,906 |
|
|
|
40,899 |
|
Other |
|
|
100,291 |
|
|
|
68,065 |
|
|
|
51,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
181,092 |
|
|
Ps. |
121,971 |
|
|
Ps. |
92,759 |
|
The accompanying Notes are an integral part of these consolidated financial statements
F-6
Grupo Financiero Galicia S.A. and Subsidiaries
Consolidated Statements of Income Continued
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
F. Administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Personnel expenses |
|
|
506,632 |
|
|
|
392,308 |
|
|
|
296,733 |
|
Directors and syndics fees |
|
|
5,989 |
|
|
|
5,793 |
|
|
|
4,040 |
|
Other fees |
|
|
36,148 |
|
|
|
32,314 |
|
|
|
19,808 |
|
Advertising and publicity |
|
|
84,507 |
|
|
|
68,132 |
|
|
|
37,796 |
|
Taxes |
|
|
50,469 |
|
|
|
37,349 |
|
|
|
40,872 |
|
Other operating expenses |
|
|
217,016 |
|
|
|
187,223 |
|
|
|
179,983 |
|
Other |
|
|
73,803 |
|
|
|
57,849 |
|
|
|
44,708 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
974,564 |
|
|
Ps. |
780,968 |
|
|
Ps. |
623,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income / (Loss) from financial brokerage |
|
Ps. |
(35,208 |
) |
|
Ps. |
218,770 |
|
|
Ps. |
(153,738 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
G. Minority interests result |
|
Ps. |
(19,016 |
) |
|
Ps. |
(34,609 |
) |
|
Ps. |
(14,302 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
H. Miscellaneous income |
|
|
|
|
|
|
|
|
|
|
|
|
Net lncome from equity investments |
|
|
|
|
|
|
6,662 |
|
|
|
2,990 |
|
Default interests |
|
|
1,062 |
|
|
|
835 |
|
|
|
895 |
|
Loans recovered and allowances reversed |
|
|
142,885 |
|
|
|
163,608 |
|
|
|
366,645 |
|
Other |
|
|
151,176 |
|
|
|
111,061 |
|
|
|
134,348 |
|
Consumer price index adjustment (CER) |
|
|
105 |
|
|
|
7,341 |
|
|
|
9,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
295,228 |
|
|
Ps. |
289,507 |
|
|
Ps. |
514,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I. Miscellaneous losses |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss on long-term investments |
|
|
14,362 |
|
|
|
|
|
|
|
|
|
Default interests and charges in favor of the Argentine Central Bank |
|
|
571 |
|
|
|
16 |
|
|
|
19 |
|
Loan loss provisions for miscellaneous receivables and other provisions |
|
|
62,424 |
|
|
|
99,754 |
|
|
|
134,135 |
|
Amortization of differences arising from court resolutions |
|
|
|
|
|
|
122,279 |
|
|
|
121,010 |
|
Other |
|
|
88,323 |
|
|
|
124,538 |
|
|
|
157,119 |
|
Consumer price index adjustment |
|
|
|
|
|
|
541 |
|
|
|
336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
165,680 |
|
|
Ps. |
347,128 |
|
|
Ps. |
412,619 |
|
Net Income / (Loss) before tax |
|
|
75,324 |
|
|
|
126,540 |
|
|
|
(66,053 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Income tax |
|
Ps. |
94,238 |
|
|
Ps. |
19,302 |
|
|
Ps. |
43,818 |
|
|
|
|
|
|
|
|
|
|
|
|
Net Income / (Loss) for the fiscal year |
|
Ps. |
(18,914 |
) |
|
Ps. |
107,238 |
|
|
Ps. |
(109,871 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income / (Loss) per common share (basic and assuming full dilution) |
|
|
(0.015 |
) |
|
|
0.086 |
|
|
|
(0.093 |
) |
The accompanying Notes are an integral part of these consolidated financial statements
F-7
Grupo Financiero Galicia S.A. and Subsidiaries
Consolidated Statements of Cash Flows
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Cash Flow from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net Income / (Loss) for the year |
|
Ps. |
(18,914 |
) |
|
Ps. |
107,238 |
|
|
Ps. |
(109,871 |
) |
Adjustments to reconcile net income to net cash from |
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of bank premises and equipment and
Miscellaneous assets |
|
|
37,550 |
|
|
|
36,962 |
|
|
|
41,567 |
|
Amortization of intangible assets |
|
|
55,382 |
|
|
|
182,713 |
|
|
|
193,744 |
|
Increase in allowances for loan and other losses, net of reversals |
|
|
80,863 |
|
|
|
48,209 |
|
|
|
69,132 |
|
Equity (gain) loss of unconsolidated subsidiaries |
|
|
14,362 |
|
|
|
(6,662 |
) |
|
|
(3,580 |
) |
(Gain) loss on sale of premises and equipment |
|
|
(1,261 |
) |
|
|
(1,355 |
) |
|
|
(391 |
) |
Gain on trouble debt restructuring |
|
|
|
|
|
|
|
|
|
|
(141,610 |
) |
Consumer price index adjustment (CER/CVS) |
|
|
891,866 |
|
|
|
(484,834 |
) |
|
|
(26,447 |
) |
Unrealized foreign exchange (loss) / gain |
|
|
(5,914 |
) |
|
|
(13,569 |
) |
|
|
13,940 |
|
Decrease (Increase) in government securities |
|
|
1,902,792 |
|
|
|
490,050 |
|
|
|
91,557 |
|
Decrease (Increase) in other assets |
|
|
1,071,275 |
|
|
|
476,928 |
|
|
|
(75,634 |
) |
Increase (Decrease) in other liabilities |
|
|
162,287 |
|
|
|
20,321 |
|
|
|
(273,297 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by / (used in) operating activities |
|
Ps. |
4,190,288 |
|
|
Ps. |
856,001 |
|
|
Ps. |
(220,890 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)/Decrease in loans, net |
|
|
297,601 |
|
|
|
(628,259 |
) |
|
|
(112,368 |
) |
Sales of investments in other companies |
|
|
13,774 |
|
|
|
|
|
|
|
|
|
Increase in deposits at the Argentine Central Bank |
|
|
(1,769,467 |
) |
|
|
(30,356 |
) |
|
|
(8,617 |
) |
Additions to bank premises and equipment, miscellaneous,
and intangible assets |
|
|
(196,313 |
) |
|
|
(127,252 |
) |
|
|
(131,807 |
) |
Proceeds from sales of premises and equipment |
|
|
13,838 |
|
|
|
18,350 |
|
|
|
12,599 |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
Ps. |
(1,640,567 |
) |
|
Ps. |
(767,517 |
) |
|
Ps. |
(240,193 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends paid in minority interests |
|
|
(5,280 |
) |
|
|
|
|
|
|
|
|
Increase in deposits, net |
|
|
1,894,251 |
|
|
|
1,696,266 |
|
|
|
1,415,052 |
|
Borrowings under credit facilities long-term |
|
|
418,018 |
|
|
|
179,181 |
|
|
|
|
|
Payments on credit facilities long-term |
|
|
(687,024 |
) |
|
|
(418,483 |
) |
|
|
(289,719 |
) |
Decrease in short-term borrowings, net |
|
|
(3,856,813 |
) |
|
|
(1,239,176 |
) |
|
|
(561,018 |
) |
(Decrease)/Increase in repurchase agreements |
|
|
934,408 |
|
|
|
(259,142 |
) |
|
|
261,654 |
|
Repayment of principal and interest on restructured debt |
|
|
|
|
|
|
|
|
|
|
(207,639 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash (used in) / provided by financing activities |
|
Ps. |
(1,302,440 |
) |
|
Ps. |
(41,354 |
) |
|
Ps. |
618,330 |
|
The accompanying Notes are an integral part of these consolidated financial statements
F-8
Grupo Financiero Galicia S.A. and Subsidiaries
Consolidated Statements of Cash Flows Continued
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Increase in cash and cash equivalents, net |
|
Ps. |
1,247,281 |
|
|
Ps. |
47,130 |
|
|
Ps. |
157,247 |
|
Cash and cash equivalents at the beginning of the year |
|
|
1,041,158 |
|
|
|
988,669 |
|
|
|
826,150 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
6,410 |
|
|
|
5,359 |
|
|
|
5,272 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the year |
|
Ps. |
2,294,849 |
|
|
Ps. |
1,041,158 |
|
|
Ps. |
988,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures relative to cash flows: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
Ps. |
734,756 |
|
|
Ps. |
516,429 |
|
|
Ps. |
509,901 |
|
Income tax paid |
|
Ps. |
20,074 |
|
|
Ps. |
44,625 |
|
|
Ps. |
528 |
|
Minimum Presumed Income Tax .(*) |
|
Ps. |
30,031 |
|
|
Ps. |
42,419 |
|
|
Ps. |
24,886 |
|
For the fiscal years ended December 31, 2006 and 2005, Ps. 2,704,302 and Ps. 582,192 for the
compensation received and to be received from the national government and Ps. 1,932,331 and Ps.
199,568 respectively of advance to be requested from the Argentine Central Bank for the
subscription of the Hedge Bond, did not require the movement of cash.
|
|
|
(*) |
|
The MPIT is calculated based on assets and can be credited against future income tax. |
The accompanying Notes are an integral part of these consolidated financial statements
F-9
Grupo Financiero Galicia S.A. and Subsidiaries
Consolidated Statements of Changes in Shareholders Equity
For the years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
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Inflation |
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adjustments to |
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Shares in |
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(Accumulated |
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Total |
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Capital |
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Paid in |
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Capital Stock and |
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own |
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Profit reserves |
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deficit) / Retained |
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Shareholders |
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Stock |
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Capital |
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Paid in Capital |
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portfolio |
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Legal |
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Other |
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earnings |
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Equity |
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Balance at December
31, 2003 |
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Ps. |
1,092,407 |
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Ps. |
79,251 |
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Ps. |
1,410,048 |
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Ps. |
29,493 |
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Ps. |
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Ps. |
(1,191,816 |
) |
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Ps. |
1,419,383 |
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Capital Increase |
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149,000 |
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61,026 |
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210,026 |
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Net loss for the year |
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(109,871 |
) |
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(109,871 |
) |
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Balance at December
31, 2004 |
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Ps. |
1,241,407 |
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Ps. |
140,277 |
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Ps. |
1,410,048 |
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Ps. |
29,493 |
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Ps. |
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|
Ps. |
(1,301,687 |
) |
|
Ps. |
1,519,538 |
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|
Absorption approved by
the shareholders
meeting on April 28,2005 |
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(140,277 |
) |
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(1,131,917 |
) |
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(29,493 |
) |
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1,301,687 |
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Net Income for the year |
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107,238 |
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107,238 |
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Balance at December
31, 2005 |
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Ps. |
1,241,407 |
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Ps. |
278,131 |
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Ps. |
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Ps. |
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Ps. |
107,238 |
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Ps. |
1,626,776 |
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Distribution of
retained earnings by
the shareholders
meeting on April
27,2006 |
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Legal Reserve |
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34,855 |
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(34,855 |
) |
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Discretionary Reserve |
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72,383 |
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(72,383 |
) |
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Shares in own portfolio |
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(1,614 |
) |
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(362 |
) |
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1,976 |
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Sales of Shares in own
portfolio |
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1,614 |
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606 |
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362 |
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(1,976 |
) |
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606 |
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Net loss for the year |
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(18,914 |
) |
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(18,914 |
) |
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Balance at December
31, 2006 |
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Ps. |
1,241,407 |
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Ps. |
606 |
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Ps. |
278,131 |
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|
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Ps. |
34,855 |
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Ps. |
72,383 |
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|
Ps. |
(18,914 |
) |
|
Ps. |
1,608,468 |
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|
The accompanying Notes are an integral part of these consolidated financial statements
F-10
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
1. Basis of Presentation.
Grupo Financiero Galicia S.A. (Grupo Galicia, the Company or the Group) is a corporation that
is organized under the laws of Argentina and acts as a holding company for Banco de Galicia y
Buenos Aires S.A. and its subsidiaries (Banco Galicia or the Bank). Grupo Galicia was formed by
the controlling shareholders of the Bank on September 14, 1999 to consummate an exchange of shares
with the shareholders of Banco Galicia and establish Grupo Galicia as the Banks holding company.
Grupo Galicia was formed with two classes of shares: Class A shares, which are entitled to 5 votes
per share, and Class B shares, which are entitled to 1 vote per share. To effect the exchange,
Grupo Galicia offered to exchange Grupo Galicia class B shares for all outstanding Banco Galicia
class B shares on a 2.5-for-1 basis and to exchange Grupo Galicia ADSs for all outstanding Banco
Galicia ADSs on a 1-for-1 basis. The controlling shareholders retained all of the class A shares.
As a result of the exchange, which was consummated on July 26, 2000, the Company became holder of
93.23% of the Banks capital stock, and the remaining 6.77% remained as a minority interest in the
Bank. At December 31, 2006 and 2005, the Companys interest in Banco Galicia as a result of open
market purchases was 93.60463844% and 93.604186%, respectively.
Banco Galicia is a private-sector commercial bank organized under the laws of Argentina which
provides general banking services, through its branches, to corporate and retail customers.
Grupo Galicia directly holds 100 % of the capital stock and voting rights of Galval Agente de
Valores S.A. and 87.50% of the capital stock and voting rights of Net Investment S.A., Galicia
Warrants S.A. and Sudamericana Holding S.A.; while its controlled company, Banco Galicia holds the
remaining 12.50% of the capital stock and voting rights of those companies.
Sudamericana Holding S.As results have been adapted to cover a twelve-month period as of September
30, 2006, for consolidation purposes.
Banco Galicias consolidated financial statements as of December 31, 2006 and December 31, 2005
include the assets, liabilities and results of the controlled companies detailed below. The
percentages directly held in those companies capital stock are as follows:
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Issuing Company |
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December 31, 2006 |
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December 31, 2005 |
Banco Galicia Uruguay S.A. |
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100.00 |
% |
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100.00 |
% |
Tarjetas Regionales S.A. |
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100.00 |
% |
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100.00 |
% |
Galicia Factoring y Leasing S.A. |
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99.98 |
% |
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99.98 |
% |
Galicia Valores S.A. Sociedad de Bolsa |
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99.99 |
% |
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99.99 |
% |
The financial statements of the controlled companies were adapted to the valuation and disclosure
standards set by the Argentine Central Bank and cover the same period as that of the financial
statements of Banco Galicia.
The financial statements of Banco Galicia Uruguay S.A. include the balances of Banco Galicia
Uruguay S.A. consolidated on a line-by-line basis with those of Galicia (Cayman) Limited , in which
Banco Galicia Uruguay S.A. holds 65.3405% of its capital stock and Banco Galicia holds the
remaining 34.6595%.
The latest statements have been consolidated with those of Galicia Pension Fund Limited, in which
Galicia (Cayman) Limited holds a 100% interest.
F-11
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Furthermore, Galicia Pension Fund Limited consolidates its financial statements with those of
Galicia Administradora de Fondos S.A. Sociedad Gerente de Fondos Comunes de Inversión, in which it
holds a 99.985% interest.
Banco Galicia holds 68.218548% of Tarjetas Regionales S.A. capital stock and votes, while Galicia
(Cayman) Limited holds the remaining 31.781452%.
The December 31, 2006 financial statements of Tarjetas Regionales S.A., which were used for
consolidation purposes, have in turn been consolidated on a line-by-line basis with the financial
statements of Tarjeta Naranja S.A., Tarjetas Cuyanas S.A. and Tarjetas del Mar S.A., in which
Tarjetas Regionales S.A. holds a controlling interest.
The percentages directly held in those companies capital stock are as follows:
- Directly:
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|
Issuing Company |
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December 31, 2006 |
|
December 31, 2005 |
Tarjetas Cuyanas S.A. |
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60.000 |
% |
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60.000 |
% |
Tarjetas del Mar S.A. |
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99.995 |
% |
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99.999 |
% |
Tarjeta Naranja S.A. |
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|
80.000 |
% |
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|
80.000 |
% |
The financial statements of Tarjeta Naranja S.A. have been consolidated with the financial
statements of Cobranzas Regionales S.A., in which it holds 87.7% of voting stock and with the
financial statements of Ancud Comercial S.A. in which it holds 99.4% of voting stock.
Tarjeta Naranja S.A. started with an investment project in the Dominican Republic in order to
develop a credit-card business in said country, for which, on December 19, 2006, it acquired 99.4%
of Ancud Comercial S.A.s capital stock. The total amount of the investment in said company at
fiscal year end was Ps. 12,088.
In addition, Tarjetas Cuyanas S.A. holds a 12.3% interest in Cobranzas Regionales S.A.s capital
stock and voting rights.
Consolidation of the financial statements of Galicia Capital Markets S.A. (in liquidation) and Agro
Galicia S.A. (in liquidation) has been discontinued during the previous fiscal year, as a result of
their anticipated dissolution.
Transactions between related parties have been eliminated for the purposes of these
statements.
2. Significant Accounting Policies.
The accounting policies and financial statements presentation conform to the rules of the Argentine
Central Bank which prescribes the generally accepted accounting principles for all banks in
Argentina (the Argentine Banking GAAP). This differs in certain significant respects from
generally accepted accounting principles in Argentina applicable to enterprises in general
(Argentine GAAP) (see Note 38) and from generally accepted accounting principles in the United
States of America (US GAAP). (see Note 26 and 39)
Certain required disclosures have not been presented herein since they are not material to the
accompanying financial statements. In addition, certain presentations and disclosures, including
the statements of cash flows, have been included in the accompanying financial statements to comply
with the Securities and Exchange Commissions regulations for foreign registrants.
F-12
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Certain reclassifications of prior year information have been made to conform with current year
presentation.
The following is a summary of significant policies followed by the Group in the preparation of the
consolidated financial statements.
2.1 Presentation of Financial Statements in Constant Argentine Pesos.
Effective September 1, 1995, pursuant to Decree No. 316/95, the Bank discontinued its prior
practice of adjusting the financial statements for inflation. Effective January 1, 2002, however,
as a result of the application of Argentine Central Bank Communiqué A 3702, Resolution No. 415/02
of the CNV and Resolution No. 240/02 of the Argentine Federation of Professional Councils in
Economic Sciences FACPCE, the Group resumed the application of the adjustment for inflation.
In 2002, Argentina experienced a high rate of inflation. The wholesale Price Index (WPI) increased
approximately 118.44% in 2002.
Primarily as a result of the stabilization of the WPI during the first half of 2003, the Argentine
government published Decree No. 664/03 and the Argentine Central Bank issued Communiqué A 3921
dated April 8, 2003 which eliminated the requirement that financial statements be prepared in
constant currency. These rules became effective for financial periods ending on or after March 1,
2003. Likewise, on April 8, 2003, the CNV issued resolution No. 441/03 discontinuing inflation
accounting as of March 1, 2003. Between January 1, 2003 and February 28, 2003, the WPI increased
approximately 0.87%.
2.2 Foreign Currency.
Foreign currency is stated at the U.S. dollar rate of exchange set by the Argentine Central Bank,
prevailing at the close of operations on the last business day of each month.
Assets and liabilities valued in foreign currencies other than the U.S. dollar are converted into
U.S. dollars using the year end exchange rates issued by the Argentine Central Banks trading desk.
For financial reporting purposes, these assets and liabilities are then translated into pesos at
the year end U.S. dollar to Argentine peso exchange rate.
2.3 Government and Corporate Securities.
Government securities mainly represent obligations of the Argentine government. Corporate
securities included in this caption consist of listed corporate equity securities and listed debt
securities. Corporate equity and debt securities are considered as held for trading purposes.
Realized and unrealized gains and losses on sales and interest income on government and corporate
securities are included as Net Income (loss) from government and corporate securities in the
accompanying statements of income.
Valuation of Government Securities under Argentine Banking GAAP.
The Argentine Central Bank established the categories in which banks classify Argentine government
securities listed on local or foreign markets and the accounting valuation for the securities in
each of these categories. The categories established by the Argentine Central Bank are the
following: investment account, held for trading and without quotation.
F-13
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Trading securities are marked to market, and any difference between book value and their market
price is recognized as a gain or loss in the income statement.
Holdings of investment securities include Boden 2012 Bonds received within the scope of Sections 28
and 29 of Decree No. 905/02 (see Note 31) recorded at their technical value (the adjusted balance
of each instrument according to contractual conditions).
The same criterion was applied to holdings of such bonds used in repo transactions and to the bonds
to be received recorded under Other receivables resulting from financial brokerage and
Miscellaneous Receivables.
Had such bonds and balances to be received recorded under the abovementioned captions been valued
at market price, the Banks equity would have been reduced by approximately Ps. 202,299 and Ps.
497,654 as of December 31, 2006 and December 31, 2005, respectively.
The securities Boden 2007 and Boden 2013 are considered trading securities and they have been
recorded at market value.
As of December 31, 2006 and December 31, 2005, the Bank carries the following without quotation
holdings:
a) Secured Bonds in Pesos: The Bank participated in the restructuring of the provincial
governments debt, pursuant to the provisions of Decree No.1579/02, receiving Secured Bonds (Bogar
Bonds) in exchange.
As of December 31, 2006, Bogar holdings allocated as collateral for the advance for the purchase of
the remaining Hedge Bond, which could be applied to settle such advance have been valued at the
value admitted for those purposes. The remaining holdings were valued at the lower of their
present value and their technical value (the adjusted balance of each instrument according to
contractual conditions). Had these securities been marked to market, an increase in shareholders
equity of the Bank of Ps. 1,475 would have been recognized.
As of December 31, 2005, holdings not used as collateral for the abovementioned advance were valued
at their present value as defined in the above paragraph. As of that date, the market value of
such holdings was lower than book value by approximately Ps. 67,354.
b) Discount Bonds and GDP-Linked Units: The Bank decided to participate in the exchange offered by
the National Government, within the framework of the Argentine debt restructuring, opting to
exchange its holdings of Argentine Republic Medium-Term External Notes (the External Notes)
Series 74 and 75, for a face value of US$ 280,471, for Discount Bonds in Pesos and GDP-Linked
Units issued under the conditions established by Decree No. 1735/04.
As established in that Decree, the acceptance of this offer implied receiving new debt instruments
for an original principal amount equal to 33.7% of the non-amortized principal as of December 31,
2001, plus past due and unpaid interest up to that date.
As of December 31, 2006 and 2005, the securities received were recorded at the lower of the total
future nominal cash payments up to maturity, specified by the terms and conditions of the new
securities, and the carrying value of the securities tendered as of March 17, 2005, equivalent to
the present value of the Secured Bonds cash flows at that date.
F-14
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
This valuation is reduced in the amount of the perceived payments. Accrued interest is not
recognized. Had these securities been marked to market, the shareholders equity would have been
reduced by approximately Ps. 239,262 and Ps. 383,968 as of December 31, 2006 and 2005,
respectively.
c) At the end of the previous fiscal year, the Fiscal Tax Credit Certificates were recorded at face
value plus accrued interests, according to contractual conditions, as they were used for tax
payments during this fiscal year.
The Securities issued by the Argentine Central Bank were valued at the fiscal year-end closing
market price for each security.
Those securities without quotation have been increased on an exponential basis according to their
internal rate of return.
National Secured Loans and Provincial Secured Bonds.
On November 6, 2001, within the framework of Decree No. 1387/01, the Bank participated in the
exchange of Argentine government securities and loans, issued under the Promissory Note/Bond
Program, for new loans called Secured Loans, which are recorded under Loans Non-Financial
Public Sector in these financial statements.
At the date of these financial statements, their estimated realizable value exceeded their book
value by approximately Ps.19,300. Said value was obtained by calculating the present value of their
future cash flow of amortization and interest, based on the market rate of debt instruments of the
same issuer.
The Bank has also participated in the restructuring of the provincial governments debt, pursuant
to the provisions of Decree No. 1579/02, receiving Secured Bonds (Bogar Bonds) in exchange for
its loans, which have been disclosed in these financial statements under Government Securities
without Quotation.
In accordance with Argentine Central Banks regulations, both assets have been recorded at the
lower of their present value and their technical value. The present value is defined as the net
present value of a cash flow structure determined under contractual conditions and discounted at a
rate set by the Argentine Central Bank which, as of December 31, 2006, was 5% and, as of December
31, 2005, 4%. The technical value is the adjusted amount of each instrument under contractual
conditions. As of December 31, 2006, said loans were mainly allocated as collateral for the
financial assistance from the Argentine Central Bank pursuant to Decrees No. 739/03, 1262/03 and
supplementary regulations.
2.4 Financial Trust Debt Securities and Certificates of Participation.
The debt securities incorporated at par have been recorded at their face value; the remaining
holdings were recorded according to their internal rate of return. Certificates of participation
are accounted for under the equity method.
2.5 Interest Income (Expense) Recognition.
Generally, interest income is recognized on an accrual basis using the straight-line method. For
loans and deposits denominated in pesos with maturities greater than 92 days, interest is
recognized on a compounded basis, which provides for an increasing effective rate over the life of
the loan or deposit.
The Bank suspends the accrual of interest generally when the related loan is past due and the
collection of interest and principal is in doubt. The suspension of interest corresponds to the
loans classified as with
F-15
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
problems and deficient performance or below, under the Argentine
Central Banks classification rules. Accrued interest remains on the Banks books and is considered
to be part of the loan balance when determining the allowance for loan losses. Interest is
recognized on a cash basis after reducing the balance of accrued interest, if applicable.
For lending and borrowing transactions originally carried out in foreign currency and converted
into pesos, the adjustment from the application of the CER or the CVS was accrued at year-end,
where applicable.
2.6 Allowance for Loan Losses and Provisions for Contingencies.
The Bank provides for estimated future possible losses on loans and the related accrued interest
through the establishment of an allowance for loan losses. The allowance charged to expense is
determined by management based upon loan classification, actual loss experience, current and
expected economic conditions, delinquency aging, and an evaluation of potential losses in the
current loan portfolio. Specific attention is given to loans with evidence that may negatively
affect the Banks ability to recover the loan and accrued interest.
The Group has certain contingent liabilities with respect to existing or potential claims, lawsuits
and other proceedings, including those involving labor and other matters. The Group accrues
liabilities when it is probable that future costs will be incurred and such costs can be reasonably
estimated. Such accruals are based on developments to date, the Groups estimates of the outcomes
of theses matters and the Groups lawyers experience in contesting, litigating and settling other
matters. As the scope of the liabilities becomes better defined, there may be changes in the
estimates of future costs, which could have a material effect on the Groups future results of
income and financial condition or liquidity.
2.7 Equity Investments.
Equity Investments include equity investments in companies where a minority interest is held,
including investments in infrastructure companies and utilities.
Under Argentine Banking GAAP, the equity method is used to account for investments where a
significant influence in the corporate decision making process exists. Significant influence is
considered to be present if one of the following applies:
|
|
Ownership of a portion of a related companys capital granting the voting power necessary to influence the approval of
such companys financial statements and profits distribution. |
|
|
|
Representation in the related companys board of directors or corporate governance body. |
|
|
|
Participation in the definition of the related companys policies. |
|
|
|
Existence of significant transactions between the company holding the interest and the related company (for example,
when the former is the latters only supplier or by far its most important client). |
|
|
|
Interchange of senior officers among companies. |
|
|
|
Technical dependence of one of the companies on the other. |
Permanent equity investments in companies where corporate decisions are not influenced, in terms of
the criteria listed above, are accounted for at the lower of cost or share of net book value of the
investee.
F-16
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
2.8 Bank Premises and Equipment and Miscellaneous Assets.
Bank premises and equipment and miscellaneous assets are valued at cost adjusted for inflation (as
described in Note 2.1), less accumulated depreciation.
Construction in progress is carried at cost adjusted for inflation. The depreciation is computed
since the asset is in use.
Accumulated depreciation is computed under the straight-line method at rates over the estimated
useful lives of the assets, which generally are estimated to be 50 years for properties, 10 years
for furniture and fixtures, and 5 years for others. Leasehold improvements are depreciated using
the straight-line method over the shorter of the lease term or the estimated useful life of the
asset.
The cost of maintenance and repairs is charged to expense as incurred. The cost of significant
renewals and improvements is added to the carrying amount of the respective fixed assets. When
assets are retired or otherwise disposed of, the cost and the related accumulated depreciation are
removed from the accounts, and any resulting gain or loss is reflected in the consolidated
statement of income.
The residual value of the assets, taken as a whole, does not exceed their combined value of
economic use.
2.9 Intangible Assets.
Intangible assets are valued at cost adjusted for inflation (as described in Note 2.1) and are
amortized on a straight-line basis over 120 months for goodwill and over a range of 60 months for
organization and development costs. Under Argentine Banking GAAP, goodwill is no longer recognized
as an asset when it is estimated that amounts of future income will not be sufficient to absorb the
amortization of goodwill or when there are other reasons to presume that the amount of an
investment that has been made will not be recovered in full.
Effective March 2003, the Argentine Central Bank established that the difference resulting from
compliance with court decisions made in lawsuits filed challenging the current regulations
applicable to deposits with the financial system, within the framework of the provisions of Law No.
25,561, Decree No. 214/02 and supplementary regulations, must also be recorded under this caption.
The amortization of the same must take place in a maximum of 60 equal monthly and consecutive
installments as of April 2003, as described in Note 31 to the financial statements, section Legal
actions requesting protection of constitutional guarantees.
Effective December 2005, the Argentine Central Bank authorized financial institutions having
granted, as from that date, new commercial loans with an average life of more than 2 years, to
defer the charge to income related to the amortization of amparo claims. The maximum amount to be
deferred cannot exceed 50% of the growth of the new commercial loans nor 10% of financial
institutions computable regulatory capital (RPC). In addition, banks will not be able to reduce
the amount of the rest of their commercial loan portfolio. Such deferral can be applied until
December 2008. The remaining balance at that date will be amortized over a period of up to 36
months, on a straight-line basis. Pursuant to this regulation, as of December 2006 and 2005, Banco
Galicia had deferred Ps. 148,673 and Ps. 11,256, respectively.
2.10 Shareholders Equity.
Shareholders Equity accounts have been adjusted for inflation following the procedure described in
Note 2.1, except for the Capital Stock and Paid-in Capital accounts, which have been stated at
their original values. The adjustment stemming from the restatement of these accounts was allocated
to the Inflation adjustments to capital stock and paid-in capital account.
F-17
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
2.11 Minimum Presumed Income Tax and Income Tax.
Effective 1998 and for a ten year period, a Minimum Presumed Income Tax (MPIT) was established as
a complementary component of income tax obligations. MPIT is a minimum taxation, which assesses at
the tax rate of 1% of certain assets. Ultimately, the tax obligation will be the higher of MPIT and
income tax. For financial entities, the taxable basis is 20% of their computable assets. If in a
fiscal year, the MPIT obligation exceeds the income tax liability, the surplus will be available as
a credit against future income tax.
The Bank has recognized the tax on minimum notional income accrued in the current year and paid in
prior years as an asset.
Based on
the provisions set forth by the Argentine Central Bank, the Group recorded an asset related to the MPIT
amounting to Ps. 218,884 as of December 31, 2006 and Ps. 170,989 as of December 31, 2005.
Below is a detail of the Banks tax credits and their expected offsetting date:
|
|
|
|
|
|
|
|
|
Tax credit |
|
Date of generation |
|
Probable offsetting date |
11,702 |
|
|
2001 |
|
|
|
2010 |
|
45,158 |
|
|
2002 |
|
|
|
2010 |
|
43,004 |
|
|
2003 |
|
|
|
2010 |
|
42,037 |
|
|
2004 |
|
|
|
2010 |
|
46,126 |
|
|
2005 |
|
|
|
2010 |
|
22,073 |
|
|
2006 |
|
|
|
2010 |
|
7,007 |
|
|
2006 |
|
|
|
2011 |
|
In addition, as of December 31, 2006, the Banks subsidiaries recorded an asset relating to
MPIT for Ps. 1,777, while as of December 31, 2005 it amounted to Ps.1,615.
Argentine Central Bank regulations do not require the recognition of deferred tax assets and
liabilities and therefore income taxes for Banco Galicia are recognized on the basis of amounts due
in accordance with Argentine tax regulations. However, Grupo Galicia and Grupo Galicias non-bank
subsidiaries apply the deferred income tax method. As a result, Grupo Galicia and its non-bank
subsidiaries had recognized a deferred tax asset as of December 31, 2006 and 2005.
2.12 Statements of Cash Flows.
For purposes of reporting cash flows, cash and cash equivalents include amounts set forth under
Cash and due from banks. The consolidated statements of cash flows were prepared using the
measurement methods prescribed by the Argentine Central Bank and in accordance with the
presentation requirements of Statement of Financial Accounting Standards No. 95: Statement of Cash
Flows (SFAS No. 95).
2.13 Use of Estimates.
The preparation of financial statements in conformity with Argentine Banking GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and
F-18
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
disclosures of contingent liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting periods. Actual results could differ from
those estimates.
3. Restricted Assets and Other Contingent Liabilities.
Pursuant to Argentine Central Bank regulations, Banco Galicia must maintain a monthly average
liquidity level. Computable assets for complying with the minimum cash requirement are cash and the
checking accounts opened at the Argentine Central Bank.
The minimum cash requirement at the end of each fiscal year was as follows (as measured in average
daily balances):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Peso balances |
|
Ps. |
1,217,511 |
|
|
Ps. |
758,124 |
|
Foreign currency balances |
|
|
658,751 |
|
|
|
418,710 |
|
Certain of the Groups other assets are pledged or restricted from use under various
agreements. The following assets were restricted at each balance sheet date:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Funds and securities pledged under various arrangements |
|
Ps. |
562,081 |
|
|
Ps. |
217,090 |
|
Shares on equity investments (*) |
|
|
5,250 |
|
|
|
24,094 |
|
Deposits in the Argentine Central Bank, restricted
under Argentine Central Bank regulations |
|
|
1,734,969 |
|
|
|
1,450 |
|
Loans granted as collateral |
|
|
955,414 |
|
|
|
5,483,982 |
|
Loans pledged and real property granted as
collateral-Banco Galicia Uruguay S.A. (**) |
|
|
249,738 |
|
|
|
497,281 |
|
|
|
|
|
|
|
|
Total |
|
Ps. |
3.507,452 |
|
|
Ps. |
6,223,897 |
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Shares over which transferability is subject to prior approval of the National or
Provincial authorities, as applicable, under the terms of certain concession contracts signed. |
|
(**) |
|
Under a fixed pledged agreement signed on July 24, 2003 and registered with the Registry of
Property Movable Property Pledges Division of Montevideo Uruguay, on August 5, 2003, Galicia
Uruguay S.A.s credit rights against all of its debtors have been pledged in favor of the holders
of transferable time deposit certificates and/or negotiable obligations issued in compliance with
the debt restructuring plan approved. |
As a shareholder of the concessionaries Aguas Argentinas S.A., Aguas Provinciales de Santa Fe S.A.
(in liquidation) and Aguas Cordobesas S.A., Banco Galicia had guaranteed their compliance with
certain obligations arising from the concession contracts signed by these companies.
In addition, the Bank and the other shareholders have committed, in certain circumstances, to
provide financial support to those companies if they were unable to honor the commitments they have
undertaken with international financial institutions. It is worth mentioning that, as of December
31, 2006, only the commitment related to Aguas Cordobesas S.A. was outstanding.
Aguas Cordobesas S.A.: the Bank, as a shareholder and proportionally to its 10.833%
interest, is jointly responsible, before the Provincial State of Córdoba, for contractual
obligations deriving from the
F-19
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
concession contract during the entire term thereof. Should any of the other shareholders fail to
comply with the commitments deriving from their joint responsibility, the grantor may force Banco
Galicia to assume the unfulfilled commitment, but only in the proportion and to the extent of the
interest held by the Bank.
Aguas Provinciales de Santa Fe S.A. (in liquidation): the meeting of the shareholders of
Aguas Provinciales de Santa Fe S.A. held on January 13, 2006, approved the early dissolution and
liquidation of said company. The Bank voted against this decision because it deemed it contrary to
the corporate interests, and requested the calling of a new meeting to reactivate and capitalize
the company, thus allowing its continuity. On January 31, 2006, Decree No. 243 issued by the
government of the Province of Santa Fe, rescinded the concession contract alleging the
concessionaires fault, derived from the dissolution of the company decided by the majority
shareholders during the abovementioned shareholders meeting. As of December 31, 2006, credits
against this company were fully provisioned.
Aguas Argentinas S.A.: after a long negotiation process, on March 21, 2006, the Government
decided to rescind the concession contract with Aguas Argentinas S.A. alleging the concessionaires
fault.
As a result of this measure, Aguas Argentinas S.A. entered into default and requested the
commencement of a reorganization process under the provisions of Section 5 and subsequent sections
of Law No. 24,522.
On March 9, 2006, the Bank cancelled the commitments undertaken with international financial
institutions by purchasing the credits these institutions held against Aguas Argentinas S.A., thus
extinguishing the guarantees granted in connection with those loans. The acquisition price was
approximately 25% lower than the guaranteed amount. As of December 31, 2006, the investment in the
company had been fully provisioned.
Guarantees granted for direct obligations: as of December 31, 2006, the Bank had recorded
Ps. 79,532 as collateral for credit lines from the IFC, with the related loans granted having been
allocated to the resources provided by the IFC.
4. Interest-Bearing Deposits with Other Banks.
As of December 31, 2006 and 2005, the overnight foreign bank interest-bearing deposits included in
loans amounted to Ps. 607,998 and Ps. 212,851, respectively.
5. Government and Corporate Securities.
The government and corporate securities classification set forth below was determined in accordance
with Argentine Banking GAAP.
Government and corporate securities consist of the following at the respective balance sheet dates:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Government Securities |
|
|
|
|
|
|
|
|
With quotation: |
|
|
|
|
|
|
|
|
Recorded at market value |
|
|
|
|
|
|
|
|
For trading purposes: |
|
|
|
|
|
|
|
|
Government Bonds |
|
Ps. |
28,206 |
|
|
Ps. |
20,873 |
|
Other |
|
|
360 |
|
|
|
356 |
|
Less: Valuation allowances |
|
|
(357 |
) |
|
|
(353 |
) |
|
|
|
|
|
|
|
Total trading securities |
|
Ps. |
28,209 |
|
|
Ps. |
20,876 |
|
|
|
|
|
|
|
|
Recorded at amortized cost |
|
|
|
|
|
|
|
|
In investment accounts |
|
|
|
|
|
|
|
|
Government Bonds (Boden 2012 Bonds) |
|
|
2,608,827 |
|
|
|
650,924 |
|
|
|
|
|
|
|
|
Total securities in investment accounts |
|
Ps. |
2,608,827 |
|
|
Ps. |
650,924 |
|
|
|
|
|
|
|
|
F-20
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Securities issued by the Argentine Central Bank |
|
|
|
|
|
|
|
|
Securities with quotation |
|
|
119,520 |
|
|
|
699,041 |
|
Securities without quotation |
|
|
|
|
|
|
5,426 |
|
|
|
|
|
|
|
|
Total Securities issued by the Argentine Central Bank |
|
Ps. |
119,520 |
|
|
Ps. |
704,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Without quotation |
|
|
|
|
|
|
|
|
Fiscal Tax Credit Certificate (*) |
|
|
|
|
|
|
34,458 |
|
Government Bonds |
|
|
431,753 |
|
|
|
4,556,613 |
|
|
|
|
|
|
|
|
Total Without quotation securities |
|
|
431,753 |
|
|
|
4,591,071 |
|
|
|
|
|
|
|
|
Total government securities |
|
Ps. |
3,188,309 |
|
|
Ps. |
5,967,338 |
|
|
|
|
|
|
|
|
Corporate Securities |
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
|
376 |
|
Marketable Negotiable obligations |
|
|
339 |
|
|
|
4,042 |
|
|
|
|
|
|
|
|
Total corporate securities |
|
Ps. |
339 |
|
|
Ps. |
4,418 |
|
|
|
|
|
|
|
|
Total government and corporate securities |
|
Ps. |
3,188,648 |
|
|
Ps. |
5,971,756 |
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Government securities collateralized by future tax payments. |
As of December 31, 2006, Boden 2012 Bonds and Discount Bonds sold under repurchase agreements
amounted to Ps. 837,276 and Ps. 625,514, respectively.
6. Loans.
The lending activities of the Bank consist of the following:
- Loans to the non-financial public sector: loans to the federal and provincial governments of
Argentina.
- Loans to the financial sector: loans to local banks and financial entities.
- Loans to the non-financial private sector and residents abroad: include the following types of
lending:
Overdrafts short-term obligations drawn on by customers through overdrafts.
Promissory Notes endorsed promissory notes, discounted and purchased bills and
factored loans.
Mortgage loans loans to purchase or improve real estate and collateralized by such real
estate or commercial loans secured by real estate.
Pledge loans loans where collateral is pledged as an integral part of the loan document.
Credit card loans loans to credit card holders.
Consumer loans loans to individuals.
Others includes mainly short-term placements in foreign banks.
Pursuant to Argentine Central Bank regulations, financial entities must disclose the breakdown of
their loan portfolio to: the non-financial public sector, the financial sector and the
non-financial private sector and residents abroad. In addition, financial entities must disclose
the type of collaterals established on the applicable loans to the non-financial private sector and
the pledges granted on loans (preferred guarantees relative to a registered senior pledge).
F-21
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
As of December 31, 2006 and 2005, the classification of the Groups loan portfolio was as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Non-financial public sector |
|
Ps. |
2,739,282 |
|
|
Ps. |
5,235,869 |
|
Financial sector (Argentine) |
|
|
311,623 |
|
|
|
128,203 |
|
Non-financial private sector and residents abroad |
|
|
7,790,689 |
|
|
|
5,619,015 |
|
- With preferred guarantees |
|
|
1,076,170 |
|
|
|
838,540 |
|
- With other guarantees |
|
|
1,307,511 |
|
|
|
1,024,542 |
|
- Unsecured |
|
|
5,407,008 |
|
|
|
3,755,933 |
|
|
|
|
|
|
|
|
Subtotal |
|
|
10,841,594 |
|
|
|
10,983,087 |
|
|
|
|
|
|
|
|
Allowance for loan losses (See Note 7) |
|
|
(327,042 |
) |
|
|
(427,911 |
) |
|
|
|
|
|
|
|
Total |
|
Ps. |
10,514,552 |
|
|
Ps. |
10,555,176 |
|
|
|
|
|
|
|
|
The Bank also records its loan portfolio by industry segment. The following industry segments
comprised the most significant loan concentrations as of December 31, 2006 and 2005, respectively:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2006 |
|
2005 |
Financial services industry |
|
|
8.54 |
% |
|
|
3.13 |
% |
Public sector |
|
|
25.27 |
% |
|
|
47.67 |
% |
Agriculture and livestock |
|
|
8.96 |
% |
|
|
7.00 |
% |
Consumer |
|
|
27.46 |
% |
|
|
17.84 |
% |
The Bank has granted loans to certain related parties including related officers and
consolidated companies. Total loans outstanding as of December 31, 2006 and 2005, amounted to Ps.
13,426 and Ps. 44,673 respectively, and the change from December 31, 2005 to December 31, 2006,
reflects payments amounting to Ps. 38,390 and advances of Ps. 7,117. Furthermore, there were CER
adjustments and foreign exchange differences of Ps. 26 on the above-mentioned portfolio between
those dates.
Such loans were made in the ordinary course of business at normal credit terms, including interest
rates and collateral requirements, and, in managements opinion, such loans represent normal credit
risk.
7. Allowance for Loan Losses.
The activity in the allowance for loan losses for the fiscal years ended December 31, 2006, 2005
and 2004, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Balance at beginning of year |
|
Ps. |
427,911 |
|
|
Ps. |
632,619 |
|
|
Ps. |
1,177,315 |
|
Provision charged to income |
|
|
105,312 |
|
|
|
61,071 |
|
|
|
179,335 |
|
Prior allowances reverse |
|
|
(32,492 |
) |
|
|
(96,240 |
) |
|
|
(210,284 |
) |
Inflation and foreign exchange effect and other adjustments |
|
|
27,113 |
|
|
|
4,957 |
|
|
|
7,580 |
|
Loans charged off |
|
|
(200,802 |
) |
|
|
(174,496 |
) |
|
|
(521,327 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
Ps. |
327,042 |
|
|
Ps. |
427,911 |
|
|
Ps. |
632,619 |
|
|
|
|
|
|
|
|
|
|
|
Certain loans, principally small loans, are charged directly to income and are not reflected
in the activity in the allowance for loan losses. The Loan loss provision in the accompanying
statements of income includes:
F-22
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Provisions charged to income |
|
Ps. |
105,312 |
|
|
Ps. |
61,071 |
|
|
Ps. |
179,335 |
|
Direct charge-offs |
|
|
3,338 |
|
|
|
6,068 |
|
|
|
8,951 |
|
Other receivables losses |
|
|
788 |
|
|
|
8,430 |
|
|
|
993 |
|
Financial leases |
|
|
1,431 |
|
|
|
1,161 |
|
|
|
953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
110,869 |
|
|
Ps. |
76,730 |
|
|
Ps. |
190,232 |
|
|
|
|
|
|
|
|
|
|
|
Prior year allowances that have been reversed in 2006, 2005 and 2004 in the amount of Ps.
32,492, Ps. 96,240 and Ps. 210,284 are included under the caption Miscellaneous Income in the
accompanying income statement.
The Bank has entered into certain troubled debt restructuring agreements with customers. The Bank
has eliminated any differences between the principal and accrued interest due under the original
loan and the new loan amount through a charge against the allowance for loan losses. Loans under
such agreements amounted to Ps. 403,249, Ps. 478,667 and Ps. 231,855 as of December 31, 2006, 2005
and 2004, respectively.
8. Other Receivables Resulting from Financial Brokerage.
The composition of other receivables from financial brokerage, by type of guarantee, is as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Preferred guarantees, including deposits with
The Argentine Central Bank (1) |
|
Ps. |
1,900,094 |
|
|
Ps. |
137,379 |
|
Other guarantees |
|
|
229 |
|
|
|
483 |
|
Unsecured (2) |
|
|
3,563,554 |
|
|
|
6,059,761 |
|
Less: Allowance for doubtful accounts |
|
|
(21,896 |
) |
|
|
(35,242 |
) |
|
|
|
|
|
|
|
|
|
Ps. |
5,441,981 |
|
|
Ps. |
6,162,381 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes Ps. 1,733,298 of restricted deposits at the Argentine Central Bank for the payment
of the financial assistance received from such institution during the economic crisis of
late 2001 and early 2002. (see Note 37) |
|
|
|
(2) Includes: (i) |
|
Ps. 401,335 and Ps. 4,154,989 as of December 31, 2006 and 2005, of
Compensation to be received from the National Government. |
|
(ii) Ps. 837,276 and Ps. 279,033 of repurchase agreements of Boden 2012 Bonds as of December
31, 2006 and 2005, respectively. |
|
|
(iii) Ps. 1,293,377 and Ps. 990,359 of financial trust participation certificates as of
December 31, 2006 and 2005, respectively. |
As of December 31, 2006 and 2005, the Company did not have any outstanding forward contracts.
The breakdown of the caption other included in the balance sheet was as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Mutual funds |
|
Ps. |
32,190 |
|
|
Ps. |
33.402 |
|
Galtrust I |
|
|
571,582 |
|
|
|
536,509 |
|
Other financial trust participation certificates |
|
|
721,795 |
|
|
|
453,850 |
|
Accrued commissions |
|
|
8,992 |
|
|
|
14,818 |
|
Others |
|
|
235,654 |
|
|
|
318,478 |
|
|
|
|
|
|
|
|
|
|
Ps. |
1,570,213 |
|
|
Ps. |
1,357,057 |
|
|
|
|
|
|
|
|
F-23
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
9. Equity Investments.
Equity investments in other companies consisted of the following as of the respective balance sheet
dates:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
In Financial Institutions, complementary and
authorized activities |
|
|
|
|
|
|
|
|
Banelco S.A. |
|
Ps. |
7,868 |
|
|
Ps. |
7,219 |
|
Visa Argentina S.A. |
|
|
951 |
|
|
|
951 |
|
Mercado de Valores de Buenos Aires S.A. |
|
|
8,050 |
|
|
|
8,190 |
|
Banco Latinoamericano de Exportaciones S.A. |
|
|
1,522 |
|
|
|
1,572 |
|
Others |
|
|
2,362 |
|
|
|
2,288 |
|
|
|
|
|
|
|
|
Total equity investments in Financial Institutions,
complementary and authorized activities |
|
Ps. |
20,753 |
|
|
Ps. |
20,220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Non-financial Institutions |
|
|
|
|
|
|
|
|
Aguas Argentinas S.A. |
|
Ps. |
23,370 |
|
|
Ps. |
23,370 |
|
Inversora Diamante S.A.(*) |
|
|
|
|
|
|
12,944 |
|
Inversora Nihuiles S.A.(*) |
|
|
|
|
|
|
15,750 |
|
Electrigal S.A. |
|
|
5,455 |
|
|
|
5,455 |
|
Aguas Provinciales de Santa Fe S.A. |
|
|
10,771 |
|
|
|
10,771 |
|
A.E.C. S.A. |
|
|
6,139 |
|
|
|
6,139 |
|
Aguas Cordobesas S.A. |
|
|
8,911 |
|
|
|
8,911 |
|
Tradecom International N.V. |
|
|
|
|
|
|
6,683 |
|
Other |
|
|
5,043 |
|
|
|
6,181 |
|
|
|
|
|
|
|
|
Total equity investments in non-financial institutions |
|
Ps. |
59,689 |
|
|
Ps. |
96,204 |
|
|
|
|
|
|
|
|
Allowances |
|
Ps. |
(44,867 |
) |
|
Ps. |
(31,304 |
) |
|
|
|
|
|
|
|
Total Equity investments |
|
Ps. |
35,575 |
|
|
Ps. |
85,120 |
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
On October 18, 2006, the Bank sold to third parties the shares of Inversora Diamante S.A.
and Inversora Nihuiles S.A. for Ps. 12,966 and Ps. 15,777, respectively. |
10. Fixed Assets and Intangible Assets.
The major categories of Grupo Galicias premises and equipment and accumulated depreciation, as of
December 31, 2006 and 2005, were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Land and buildings |
|
Ps. |
568,330 |
|
|
Ps. |
558,317 |
|
Furniture and fixtures |
|
|
140,734 |
|
|
|
132,874 |
|
Machinery and equipment |
|
|
225,327 |
|
|
|
213,056 |
|
Vehicles |
|
|
1,008 |
|
|
|
507 |
|
Others |
|
|
6,684 |
|
|
|
6,424 |
|
Accumulated depreciation |
|
|
(451,793 |
) |
|
|
(426,980 |
) |
|
|
|
|
|
|
|
|
|
Ps. |
490,290 |
|
|
Ps. |
484,198 |
|
|
|
|
|
|
|
|
Depreciation expenses for the fiscal years ended December 31, 2006, 2005 and 2004, was Ps.
37,095, Ps. 36,450 and Ps. 38,091, respectively.
The major categories of intangible assets as of December 31, 2006 and 2005, were as follows:
F-24
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Goodwill, net of accumulated
amortization of Ps. 187,189 and
Ps. 174,884, respectively |
|
Ps. |
65,165 |
|
|
Ps. |
85,003 |
|
Organization and development
expenses, net of accumulated
amortization of Ps. 139,247 and
Ps. 187,064 respectively |
|
|
70,410 |
|
|
|
57,580 |
|
Legal actions related to the
payment of deposits (amparo
claims), net of accumulated
amortization of Ps. 321,169 and
Ps. 321,169, respectively (see
Note 2.9) |
|
|
367,221 |
|
|
|
347,777 |
|
|
|
|
|
|
|
|
|
|
Ps. |
502,796 |
|
|
Ps. |
490,360 |
|
|
|
|
|
|
|
|
Total amortization expenses for the fiscal years ended December 31, 2006, 2005 and 2004, was
Ps. 55,382, Ps. 182,713 and Ps. 193,744, respectively.
Organization and development expenses included software and the related implementation services
purchased from third parties, with a net book value of Ps. 52,166 and Ps. 48,178 at December 31,
2006 and 2005, respectively.
The table below shows the components of goodwill by type of activity and reportable segment (see
note 34) for the periods presented.
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Investment Other Grupo Business |
|
Ps. |
|
|
|
Ps. |
684 |
|
Banking- Head Office |
|
|
45,192 |
|
|
|
54,706 |
|
Regional Credit Card companies |
|
|
19,973 |
|
|
|
29,613 |
|
|
|
|
|
|
|
|
|
|
Ps. |
65,165 |
|
|
Ps. |
85,003 |
|
|
|
|
|
|
|
|
11. Miscellaneous Assets.
Miscellaneous assets consisted of the following as of December 31, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Construction in progress |
|
Ps. |
161,279 |
|
|
Ps. |
114,652 |
|
Deposits on fixed asset purchases |
|
|
30,110 |
|
|
|
5,546 |
|
Stationery and supplies |
|
|
5,304 |
|
|
|
3,170 |
|
Real estate held for sale |
|
|
14,311 |
|
|
|
16,328 |
|
Others |
|
|
60,103 |
|
|
|
59,456 |
|
|
|
|
|
|
|
|
|
|
|
Ps. |
271,107 |
|
|
Ps. |
199,152 |
|
|
|
|
|
|
|
|
12. Allowances and Provisions.
Allowances on other assets and reserves for contingencies were as follows:
F-25
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Allowances against asset accounts: |
|
|
|
|
|
|
|
|
Government and corporate securities |
|
Ps. |
357 |
|
|
Ps. |
353 |
|
Other receivables resulting from financial brokerage, for collection risk (a) |
|
|
21,896 |
|
|
|
35,242 |
|
Assets under financial leases (a) |
|
|
2,428 |
|
|
|
2,521 |
|
Equity investments in other companies (b) |
|
|
44,867 |
|
|
|
31,304 |
|
Miscellaneous receivables, for collection risk (a) |
|
|
74,472 |
|
|
|
77,626 |
|
|
|
|
|
|
|
|
|
|
Reserves for contingencies: |
|
|
|
|
|
|
|
|
For severance payments (c) |
|
|
2,718 |
|
|
|
1,648 |
|
Litigations (d) |
|
|
22.202 |
|
|
|
37,218 |
|
Related to commitments undertaken with public services companies (e) |
|
|
|
|
|
|
13,000 |
|
Other contingencies |
|
|
131,063 |
|
|
|
176,829 |
|
Sundry liabilities arising from credit card activities (f) |
|
|
25,777 |
|
|
|
16,909 |
|
Other commitments (g) |
|
|
1,167 |
|
|
|
8,747 |
|
|
|
|
|
|
|
|
Total reserves for contingencies |
|
Ps. |
182,927 |
|
|
Ps. |
254,351 |
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Based upon an assessment of debtors performance, the economic and financial situation and
the guarantees collateralizing their respective transactions. |
|
(b) |
|
Includes the estimated losses due to the excess of the cost plus dividend method over the
equity method in non-majority owned equity investments. |
|
(c) |
|
Estimated amounts payable under labor lawsuits filed against the Bank by former employees. |
|
(d) |
|
Litigation arising from different types of claims from customers (e.g., claims for thefts from
safe deposit boxes, the cashing of checks that have been fraudulently altered, discrepancies in
deposits and payments services that the Bank renders, etc). |
|
(e) |
|
See Note 3 Restricted Assets. |
|
(f) |
|
Reserves for rewards to be given under a credit-card reward program, for a guarantee of
credit-card receivables and for the estimated liability for the insurance of the payment of
credit-card balances in the event of the death of the credit-card holder. |
At the date of these consolidated financial statements, the Argentine Revenue Service (AFIP) and
the Revenue Board of the Province of Córdoba are in the process of conducting an audit. Such
agencies have served notices and made claims regarding taxes applicable to Tarjetas Regionales
S.A.s subsidiaries. The amount claimed on a firm basis totals Ps. 22,611 approximately. Based on
the opinions of their tax advisors, the companies believe that the abovementioned claims are both
legally and technically groundless and that taxes related to the claims have been correctly
calculated in accordance with tax regulations in force and existing case law.
Therefore, the companies are taking the corresponding administrative and legal measures in order to
solve such issues. However, since the final outcomes of these measures cannot be foreseen,
provisions have been set up to cover such contingencies.
(g) Represents contingent commitments in connection with customers classified in categories other
than the normal categories under Argentine Banking GAAP.
F-26
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
13. Other Liabilities Resulting from Financial Brokerage- Argentine Central Bank.
The Bank has borrowed funds under various credit facilities obtained from the Argentine Central
Bank for specific purposes as described below:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Description |
|
|
|
|
|
|
|
|
Contractual Long-term liabilities: |
|
|
|
|
|
|
|
|
Advance for the acquisition of national government bonds in U.S. Dollars (1) |
|
Ps. |
307,998 |
|
|
Ps. |
3,057,572 |
|
Argentine Central Banks financial assistance (2) |
|
|
2,681,673 |
|
|
|
5,299,994 |
|
|
|
|
|
|
|
|
Total long-term liabilities |
|
Ps. |
2,989,671 |
|
|
Ps. |
8,357,566 |
|
Contractual Short-term liabilities: |
|
|
|
|
|
|
|
|
Other Central Bank Obligations |
|
|
423 |
|
|
|
319 |
|
|
|
|
|
|
|
|
Total short-term liabilities |
|
Ps. |
423 |
|
|
Ps. |
319 |
|
|
|
|
|
|
|
|
Accrued interest (3) |
|
|
35,883 |
|
|
|
254,024 |
|
|
|
|
|
|
|
|
|
|
Ps. |
3,025,977 |
|
|
Ps. |
8,611,909 |
|
|
|
|
|
|
|
|
(1) See Note 31 Compensation to financial institutions.
(2) Accrued interest on the advance for the purchase of the Hedge Bond was Ps. 28,840 and Ps.
239,077 as of December 31, 2006 and 2005, respectively.
(3) At the end of fiscal year 2006, the Argentine Central Banks Financial Assistance had a
contractual schedule maturing in 2009, but the Bank prepaid the Argentine Central Bank debt in the following
tranches:
|
|
|
|
|
January 2007 |
|
|
1,762,671 |
|
February 2007 |
|
|
29,335 |
|
March 2007 |
|
|
889,667 |
|
|
|
|
|
|
|
Ps. |
2,681,673 |
|
|
|
|
|
F-27
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
14. |
|
Other Liabilities Resulting from Financial Brokerage- Banks and International Entities,
and Loans from Domestic Financial Institutions. |
The Bank also borrows funds under different credit arrangements from local and foreign banks and
international lending agencies as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Description |
|
|
|
|
|
|
|
|
Bank and International Entities |
|
|
|
|
|
|
|
|
Contractual long-term Liabilities |
|
|
|
|
|
|
|
|
Floating Rate Bank Loans 2010 (i) |
|
Ps. |
124,986 |
|
|
Ps. |
140,720 |
|
Floating Rate Bank Loans 2014 (ii) |
|
|
249,896 |
|
|
|
261,877 |
|
Commodity Credit Corp (C.C.C) 2014 (iii) |
|
|
290,793 |
|
|
|
286,779 |
|
Floating Rate Bank Loans 2019 (iv) |
|
|
40,368 |
|
|
|
37,903 |
|
Internacional Finance Corp. (I.F.C.) |
|
|
79,237 |
|
|
|
|
|
New York Branch |
|
|
9,932 |
|
|
|
19,618 |
|
Other lines from foreign banks |
|
|
3,668 |
|
|
|
15,158 |
|
|
|
|
|
|
|
|
Total long-term liabilities |
|
Ps. |
798,880 |
|
|
Ps. |
762,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual short-term liabilities: |
|
|
|
|
|
|
|
|
Other lines from foreign banks |
|
|
45,383 |
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term liabilities |
|
Ps. |
45,383 |
|
|
Ps. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Banks and International Entities |
|
Ps. |
844,263 |
|
|
Ps. |
762,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic and Financial Institutions |
|
|
|
|
|
|
|
|
Contractual long-term liabilities: |
|
|
|
|
|
|
|
|
BICE (Banco de Inversión y Comercio Exterior) |
|
|
37,135 |
|
|
|
70,056 |
|
Other lines from domestic banks |
|
|
109,455 |
|
|
|
89,603 |
|
|
|
|
|
|
|
|
Total long-term liabilities |
|
Ps. |
146,590 |
|
|
Ps. |
159,659 |
|
|
|
|
|
|
|
|
|
|
Contractual short-term liabilities: |
|
|
|
|
|
|
|
|
Other lines from credit from domestic banks |
|
|
134,465 |
|
|
|
60,763 |
|
|
|
|
|
|
|
|
Total short-term liabilities |
|
Ps. |
134,465 |
|
|
Ps. |
60,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Domestic and Financial Institutions |
|
Ps. |
281,055 |
|
|
Ps. |
220,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
Ps. |
1,125,318 |
|
|
Ps. |
982,477 |
|
|
|
|
|
|
|
|
Accrued interest on the above liabilities in the amount of Ps. 26,895 and Ps. 20,996 as of
December 31, 2006 and 2005, respectively, is included in Others under the caption Other
Liabilities Resulting from Financial Brokerage in the accompanying balance sheet.
Loans for Ps. 37,135 from Banco de Inversión y Comercio Exterior (BICE) for financing investment
projects, increasing the export capacity and financing the Global Multisectorial Credit Program
carry interest at floating rates (Libor) for loans in dollars, with original maturity ranging
between 4 years and 5 years, and adjusted by CER plus 4% for borrowing in pesos, with original
maturities of 6 years.
Long-term debt of Ps. 908,335 corresponds mainly to: (a) debt issued as a result of the Banks
foreign debt restructuring completed in May 2004 for Ps. 706,043, (b) restructured New York
branchs debt for Ps. 9,932, (c) debt with domestic banks for Ps. 109,455 of the regional
credit-card companies and (d) a line of credit from the IFC for Ps. 79,237, for financing
investment projects.
As part of its debt restructuring, the Bank exchanged its original loans to the CII, IFC, FMO and
other foreign banks for the following obligations:
F-28
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
(i) |
|
Ps. 124,986 of Libor plus 350 basis points loans due in 2010 with 8 biannual payments,
starting July 1st., 2006. |
|
|
(ii) |
|
Ps. 249,896 of Libor plus 85 basis points loans due in 2014 with biannual payments
starting January 1, 2010. |
|
|
(iii) |
|
Ps. 290,793 of fixed rate step-up loans due in 2014 with biannual payments, starting
in July 1, 2010. The interest rate will increase 100 basis points annually starting with 3%
in 2004, through 7% in 2008 and thereafter: |
|
|
(iv) |
|
Ps. 40,368 of Libor plus 578 basis points loans due in 2019 with a bullet payment. |
As of December 31, 2006, maturities of the above long-term loans for each of the following five
fiscal years and thereafter were as follows:
|
|
|
|
|
Contractual long-term Liabilities |
|
|
|
|
2007 |
|
|
212,954 |
|
2008 |
|
|
84,691 |
|
2009 |
|
|
40,381 |
|
2010 |
|
|
143,777 |
|
2011 |
|
|
120,153 |
|
Thereafter |
|
|
343,514 |
|
|
|
|
|
|
|
Ps. |
945,470 |
|
|
|
|
|
As of
December 31, 2006, the Bank had available lines of credit with the IFC for approximately U$S 15.0 million.
15. Other Liabilities Resulting from Financial Brokerage Negotiable Obligations.
The amounts outstanding and the terms corresponding to outstanding negotiable obligations at the
dates indicated were as follows:
F-29
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual |
|
|
December 31, |
|
Negotiable Obligations (1) |
|
Maturity |
|
|
Interest Rate |
|
|
2006 |
|
|
2005 |
|
Contractual Long-term liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9% Notes Due 2003(*)
|
|
|
2003 |
|
|
|
9.00 |
% |
|
|
13,488 |
|
|
|
19,356 |
|
(Semi-annual interest, principal payable at maturity) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th Series Floating Rate Notes Due 2005
|
|
|
2005 |
|
|
|
4.00 |
% |
|
|
|
|
|
|
2,695 |
|
(Semi-annual interest, principal payable every six
months) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6th Series 7.875% Notes Due 2007
|
|
|
2007 |
|
|
|
7.88 |
% |
|
|
74,318 |
|
|
|
146,795 |
|
(Semi-annual interest, principal payable at maturity) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7th Series Floating Rate Notes Due 2007
Libor + 400 BP
|
|
|
2007 |
|
|
|
9.51 |
% |
|
|
44,161 |
|
|
|
87,229 |
|
(Semi-annual interest, principal payable at maturity) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tarjeta Naranja Class I
|
|
|
2007 |
|
|
CER+1.68% |
|
|
40,781 |
|
|
|
40,781 |
|
(Quarterly interest, principal payable in June 2007,
September 2007 and December 2007) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco Galicia Note 2010 Libor +350 BP
|
|
|
2010 |
|
|
|
9.14 |
% |
|
|
941,990 |
|
|
|
1,059,917 |
|
(Semi-annual interest)
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco Galicia Uruguay S.A. Unsubordinated (restructured deposits) |
|
Between 2007 and |
|
|
Between 2% and |
|
|
|
|
|
|
|
|
(Annual interest, principal payable every year) |
|
2011 |
|
|
|
7 |
% |
|
|
157,675 |
|
|
|
172,935 |
|
Banco Galicia Note 2014
|
|
|
2014 |
|
|
|
5.00 |
% |
|
|
1,083,821 |
|
|
|
1,391,707 |
|
(Semi annual interest) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco Galicia Subordinated Note 2019
|
|
|
2019 |
|
|
|
11.00 |
% |
|
|
777,617 |
|
|
|
431,024 |
|
(Semi-annual interest, principal payable at maturity) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tarjeta Naranja Class II
|
|
|
2008 |
|
|
|
17.00 |
% |
|
|
80,150 |
|
|
|
|
|
(Interest fixed, semi-annual interest- principal
payable every six months) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tarjeta Naranja Class IV
|
|
|
2011 |
|
|
|
15.50 |
% |
|
|
307,900 |
|
|
|
|
|
(Interest fixed, semi-annual interest- principal
payable every six months) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term liabilities |
|
|
|
|
|
|
|
|
|
Ps. |
3,521,901 |
|
|
Ps. |
3,352,439 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual Short-term liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tarjeta Cuyanas S.A. Class XVII
(Fixed Interest, principal payable at maturity) |
|
|
2007 |
|
|
|
12.46 |
% |
|
|
34,613 |
|
|
|
|
|
Tarjeta Naranja Class III
(Interest fixed, principal payable at maturity) |
|
|
2007 |
|
|
|
7.00 |
% |
|
|
30,519 |
|
|
|
|
|
Tarjeta Naranja Class II
(Semi-annual interest, principal payable at
maturity) |
|
|
2006 |
|
|
|
11.00 |
% |
|
|
|
|
|
|
41,433 |
|
Tarjeta Naranja Class III
(Bimonthly interest, principal payable in July
2006, September 2006 and November 2006) |
|
|
2006 |
|
|
CER + 1.75% |
|
|
|
|
|
|
41,020 |
|
Tarjeta Naranja Class IV
(Semi-annual interest, principal payable at
maturity) |
|
|
2006 |
|
|
|
6.50 |
% |
|
|
|
|
|
|
27,034 |
|
Tarjeta Cuyanas S.A. Class XVI
(Quarterly Interest, principal payable at maturity) |
|
|
2006 |
|
|
CER + 1.50% |
|
|
|
|
|
|
21,532 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term liabilities |
|
|
|
|
|
|
|
|
|
|
65,132 |
|
|
|
131,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
3,587,033 |
|
|
Ps. |
3,483,458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Only principal, except for Subordinated Obligations which include accrued interest for Ps.
39,435. |
F-30
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
As of December 31, 2006, interest and principal on all of the above debt securities were
payable in U.S. dollars except for Tarjeta Naranjas Class I, II and III Notes and Tarjetas
Cuyanas Class XVII Notes, which were payable in Pesos.
Accrued interest on the above liabilities for Ps. 88,978 and Ps. 86,171 as of December 31, 2006 and
2005, respectively, was included in Other under the caption Other Liabilities Resulting from
Financial Brokerage in the accompanying balance sheet.
As of December 31, 2006, Long-term Negotiable Obligations were as follows:
(i) |
|
Ps. 74,318 of fixed-rate debt and Ps. 44,161 of floating-rate debt, corresponding to the
Banks former New York branchs restructured debt |
|
(ii) |
|
Ps. 13,488 of past due debt corresponding to 9% notes due 2003 (*) |
|
(iii) |
|
Ps. 157,675 negotiable obligations issued by Galicia Uruguay to restructure deposits, due
2008 and 2011 |
|
(iv) |
|
Ps. 941,990 and Ps. 1,083,091 of restructured foreign debt of the Bank, corresponding to 2010
Notes and 2014 Notes, respectively |
|
(v) |
|
Ps. 777,617 of debt issued as subordinated negotiable obligations, due 2019, corresponding to
the restructured foreign debt of the Bank |
|
(vi) |
|
Ps. 40,781, Ps. 80,150 and Ps. 307,900 of Tarjeta Naranja S.A.s negotiable obligations, due
2007, 2008 and 2011, respectively |
The obligations assumed under conditions of above items (iv) and (v), corresponded to exchanged
debt from international entities (IFC, IIC and FMO), with original range of interest rates between
3.25% and 5.56%, and maturities between 2002 and 2009, and holders of prior issues, with interest
rates between 4% and 9%.
Long-term negotiable obligations as of December 31, 2006 mature as follows:
|
|
|
|
|
Past due (*) |
|
|
13,488 |
|
2007 |
|
|
495,088 |
|
2008 |
|
|
413,153 |
|
2009 |
|
|
379,901 |
|
2010 |
|
|
486,180 |
|
2011 |
|
|
354,351 |
|
Thereafter |
|
|
1,379,740 |
|
|
|
|
|
Total |
|
Ps. |
3,521,901 |
|
|
|
|
|
|
|
|
(*) |
|
Corresponds to past due debt not yet restructured. |
16. Directors and Syndics Fees.
The breakdown of the caption Directors and Syndics Fees in the income statement was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Grupo Galicia directors fees |
|
Ps. |
279 |
|
|
Ps. |
210 |
|
|
Ps. |
80 |
|
Grupo Galicia syndics fees |
|
|
423 |
|
|
|
454 |
|
|
|
169 |
|
Banco Galicia directors fees |
|
|
426 |
|
|
|
390 |
|
|
|
260 |
|
Banco Galicia syndics fees |
|
|
605 |
|
|
|
550 |
|
|
|
425 |
|
Subsidiary companies directors and syndics fees |
|
|
4,256 |
|
|
|
4,189 |
|
|
|
3,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
5,989 |
|
|
Ps. |
5,793 |
|
|
Ps. |
4,040 |
|
|
|
|
|
|
|
|
|
|
|
F-31
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
As of December 31, 2005, the Other Income and Expenses caption included a one-time charge of
Ps. 12,000, in recognition of the efforts of Banco Galicias Board of Directors during the period
between July 2001 and December 2004.
17. Contributions to the Bank Employees Social Services Institute (the ISSB).
The 2% contribution on interest and fees received by banks established by Section 17, paragraph f),
of Law No. 19,322, was reduced to 1% beginning July 1, 1996, and beginning July 1, 1997, it was
finally eliminated by Decrees No. 263/96 and 915/96. In addition, Decree No. 336/98 dated March 26,
1998, of the National Executive Branch, confirmed the elimination of the Bank Employees Social
Services Institute (I.S.S.B.) and the creation of a new institution called Bank Employees Health
Care System (O.S.B.A.), which was not the successor of the I.S.S.B.
In April 1998, O.S.B.A. filed a final claim against the Bank claiming to be the successor of the
I.S.S.B.; in response to this, the Bank brought legal action calling for a stay before the Federal
Court of First Instance on Social Security Matters No. 5, requesting that a resolution be issued
stating that this contribution had been repealed, and that O.S.B.A. was not the successor of the
I.S.S.B.. Also, it requested a preliminary injunction, which was granted, which prevented O.S.B.A.
from bringing legal action or making verifications on the grounds of Section 17, clause f) of Law
No. 19,322 until a final judgment is issued. The preliminary injunction was confirmed. The lower
and upper courts rendered a judgment stating that O.S.B.A. was not the successor of I.S.S.B. and
that, therefore, it was not entitled to claim or collect said contribution. This is a final
judgment and has already been confirmed.
In addition, O.S.B.A. has brought a declaratory action before the federal administrative litigation
jurisdiction against all institutions in the financial system, claiming annulment of the decrees
that eliminated the contribution to said institution. Considering that a risk exists as to the
interpretations that courts may make of this dispute, the Bank has agreed to seek an agreement on
those disputed or doubtful rights, without this involving any recognition of rights, but involving
O.S.B.A.s abandonment of the abovementioned legal action and of any other judicial and/or
administrative action, whether filed or to be filed in the future, in connection with this issue.
This agreement has been approved by the Federal Court of First Instance on Administrative
Litigation No. 4 in the case identified above, which represents a limitation of the potential risk
an unfavourable resolution would entail.
F-32
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
18. Balances in Foreign Currency.
The balances of assets and liabilities denominated in foreign currencies (principally in U.S.
dollars) were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Assets: |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
Ps. |
932,081 |
|
|
Ps. |
514,267 |
|
Government and corporate securities |
|
|
2,635,633 |
|
|
|
657,708 |
|
Loans |
|
|
1,753,911 |
|
|
|
1,038,424 |
|
Other receivables resulting from financial brokerage |
|
|
1,327,009 |
|
|
|
4,504,840 |
|
Equity investments in other companies |
|
|
3,099 |
|
|
|
4,823 |
|
Miscellaneous receivables |
|
|
169,530 |
|
|
|
74,825 |
|
Bank premises and equipment |
|
|
10,998 |
|
|
|
11,362 |
|
Intangible assets |
|
|
907 |
|
|
|
898 |
|
Miscellaneous assets |
|
|
40 |
|
|
|
39 |
|
In process items |
|
|
13 |
|
|
|
239 |
|
Other assets |
|
|
242 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Ps. |
6,833,463 |
|
|
Ps. |
6,807,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Deposits |
|
Ps. |
1,523,622 |
|
|
Ps. |
1,309,353 |
|
Other liabilities resulting from financial brokerage |
|
|
4,374,748 |
|
|
|
4,439,786 |
|
Sundry liabilities |
|
|
15,776 |
|
|
|
12,662 |
|
Subordinated Negotiable Obligations |
|
|
777,617 |
|
|
|
431,024 |
|
Provisions |
|
|
841 |
|
|
|
831 |
|
In process items |
|
|
128 |
|
|
|
3,219 |
|
Other Liabilities |
|
|
90 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Ps. |
6,692,822 |
|
|
Ps. |
6,196,875 |
|
|
|
|
|
|
|
|
19. Transactions with Related Parties.
Grupo Galicia entered into certain transactions with subsidiaries and equity-method investees
during the fiscal years ended December 31, 2006, 2005 and 2004, with the following revenues and
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Revenues recognized (*) |
|
Ps. |
22,399 |
|
|
Ps. |
32,342 |
|
|
Ps. |
34,162 |
|
Expenses incurred |
|
|
1,762 |
|
|
|
1,078 |
|
|
|
959 |
|
|
|
|
(*) |
|
Interests and adjustments from time deposits of Banco Galicia Ps. 622 as of December 31, 2005,
interests from negotiable obligations of Banco Galicia Ps. 21,302 and Ps. 30,898 as of December 31,
2006 and 2005, respectively, and interest from negotiable obligations of Galicia Uruguay Ps. 16 as
of December 31, 2006. |
Additionally,
the Group, in accordance with the resolution of its Shareholders Meeting held
on April 22, 2004, has provisioned and paid the personal assets tax of the Groups shareholders for
fiscal year 2006, 2005 and 2004, which amounted to Ps. 3,623, Ps. 3,669 and Ps. 3,674,
respectively.
F-33
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
20. Breakdown of Captions Included in the Income Statement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Financial Income |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on other receivables resulting from
financial brokerage: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on purchased certificates of deposits |
|
|
3,667 |
|
|
|
4,367 |
|
|
|
3,006 |
|
Compensatory Bond |
|
|
150,737 |
|
|
|
133,446 |
|
|
|
69,541 |
|
Additional interest on current accounts and
special accounts with the Argentine Central
Bank |
|
|
14,811 |
|
|
|
16,453 |
|
|
|
6,816 |
|
Other |
|
|
2,663 |
|
|
|
11,629 |
|
|
|
10,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
171,878 |
|
|
Ps. |
165,895 |
|
|
Ps. |
90,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
Difference in quotation of gold and foreign
currency transactions |
|
|
76,166 |
|
|
|
58,734 |
|
|
|
51,426 |
|
Premiums on foreign currency transactions |
|
|
3,548 |
|
|
|
3,865 |
|
|
|
|
|
Interest on pre-export and export financing |
|
|
34,669 |
|
|
|
21,501 |
|
|
|
12,514 |
|
Result from other credits by financial brokerage |
|
|
|
|
|
|
|
|
|
|
62,876 |
|
Other |
|
|
34,477 |
|
|
|
15,126 |
|
|
|
5,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
148,860 |
|
|
Ps. |
99,226 |
|
|
Ps. |
132,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on other liabilities resulting from
financial brokerage: |
|
|
|
|
|
|
|
|
|
|
|
|
Discounts on negotiable obligations |
|
|
|
|
|
|
102 |
|
|
|
352 |
|
Interest on negotiable obligations |
|
|
225,903 |
|
|
|
182,394 |
|
|
|
38,956 |
|
Interest on other liabilities resulting from
financial brokerage from other banks and
international entities |
|
|
100,559 |
|
|
|
86,780 |
|
|
|
133,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
326,462 |
|
|
Ps. |
269,276 |
|
|
Ps. |
172,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other interest: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on Argentine Central Bank loans |
|
|
109,459 |
|
|
|
193,426 |
|
|
|
|
|
Interests on financial assistance |
|
|
|
|
|
|
|
|
|
|
199,079 |
|
CER adjustment on Argentine Central Bank advances |
|
|
69,156 |
|
|
|
79,124 |
|
|
|
56,582 |
|
Other |
|
|
96,894 |
|
|
|
61,848 |
|
|
|
67,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
275,509 |
|
|
Ps. |
334,398 |
|
|
Ps. |
323,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment valuation public sector loans |
|
|
122,261 |
|
|
|
|
|
|
|
|
|
Contributions to the deposit insurance system |
|
|
15,771 |
|
|
|
12,059 |
|
|
|
15,176 |
|
Premiums on repo transactions |
|
|
34,586 |
|
|
|
16,235 |
|
|
|
4,423 |
|
Contributions and taxes on financial income |
|
|
52,865 |
|
|
|
36,700 |
|
|
|
33,656 |
|
Charge for impairment of loans |
|
|
|
|
|
|
|
|
|
|
3,720 |
|
Other |
|
|
2,754 |
|
|
|
4,019 |
|
|
|
169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
228,237 |
|
|
Ps. |
69,013 |
|
|
Ps. |
57,144 |
|
|
|
|
|
|
|
|
|
|
|
F-34
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Income from services |
|
|
|
|
|
|
|
|
|
|
|
|
Other
Commissions on credit cards |
|
|
279,598 |
|
|
|
198,086 |
|
|
|
167,831 |
|
Safety rental |
|
|
10,007 |
|
|
|
7,928 |
|
|
|
6,230 |
|
Insurance premiums |
|
|
39,296 |
|
|
|
26,503 |
|
|
|
20,865 |
|
Other |
|
|
39,092 |
|
|
|
36,589 |
|
|
|
28,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
367,993 |
|
|
Ps. |
269,106 |
|
|
Ps. |
223,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses for services |
|
|
|
|
|
|
|
|
|
|
|
|
Other
Gross revenue taxes |
|
Ps. |
36,671 |
|
|
Ps. |
25,269 |
|
|
Ps. |
23,960 |
|
Linked with credit cards |
|
|
58,342 |
|
|
|
33,609 |
|
|
|
21,996 |
|
Other |
|
|
5,278 |
|
|
|
9,187 |
|
|
|
5,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
100,291 |
|
|
Ps. |
68,065 |
|
|
Ps. |
51,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Other operating expenses
Rentals |
|
|
28,032 |
|
|
|
21,036 |
|
|
|
17,141 |
|
Electricity and communications |
|
|
41,104 |
|
|
|
31,115 |
|
|
|
27,082 |
|
Amortization of organization and
development expenses |
|
|
34,904 |
|
|
|
36,480 |
|
|
|
47,235 |
|
Depreciation of bank premises and equipment |
|
|
37,095 |
|
|
|
36,450 |
|
|
|
38,091 |
|
Maintenance and repair expenses |
|
|
31,979 |
|
|
|
27,905 |
|
|
|
24,929 |
|
Other operating expenses |
|
|
43,902 |
|
|
|
34,237 |
|
|
|
25,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
217,016 |
|
|
Ps. |
187,223 |
|
|
Ps. |
179,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miscellaneous income |
|
|
|
|
|
|
|
|
|
|
|
|
Other
Interest on miscellaneous
receivables |
|
|
58,143 |
|
|
|
15,426 |
|
|
|
15,461 |
|
Premiums and commissions from insurance business |
|
|
59,984 |
|
|
|
64,913 |
|
|
|
89,315 |
|
Other |
|
|
33,049 |
|
|
|
30,722 |
|
|
|
29,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
151,176 |
|
|
Ps. |
111,061 |
|
|
Ps. |
134,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miscellaneous losses |
|
|
|
|
|
|
|
|
|
|
|
|
Other
Claims |
|
|
1,288 |
|
|
|
1,303 |
|
|
|
1,270 |
|
Amortization of goodwill |
|
|
20,478 |
|
|
|
24,574 |
|
|
|
25,499 |
|
Commissions and expenses on insurance business |
|
|
53,074 |
|
|
|
54,476 |
|
|
|
78,511 |
|
Other |
|
|
13,483 |
|
|
|
44,185 |
|
|
|
51,839 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
88,323 |
|
|
Ps. |
124,538 |
|
|
Ps. |
157,119 |
|
|
|
|
|
|
|
|
|
|
|
21. Income Taxes.
Income tax estimated for the fiscal years ended December 31, 2006, 2005 and 2004, amounted to Ps.
94,238, Ps. 19,302 and Ps. 43,818, respectively. The statutory income tax rate as of December 31,
2006, 2005 and 2004, was 35%. As of December 31, 2006, the Group had tax loss carryforwards in the
approximate amount of Ps. 1,539,874 that may reduce future years taxable income for income tax
purposes. Such tax loss carryforwards expire over the following five years.
As of December 31, 2006 and 2005, the consolidated Groups MPIT available to credit against future
income tax amounts to Ps. 218,884 and Ps. 170,989, respectively. Such MPIT expire over the
following ten years.
F-35
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
22. Shareholders Equity and Restrictions Imposed on the Distribution of Dividends.
The distribution of retained earnings in the form of dividends is governed by the Corporations Law
and Resolution 368/01 of the CNV. These rules obligate Grupo Galicia to transfer 5% of its net
income to a legal reserve until the reserve reaches an amount equal to 20% of the companys capital
stock.
In the case of Banco Galicia, Argentine Central Bank rules require 20% of the dividends shown in
the income statement plus (less) prior year adjustments to be allocated to a legal reserve.
This proportion applies regardless of the ratio of the legal reserve to the capital stock. Should
the legal reserve be used to absorb losses, dividends shall be distributed only if the value of the
legal reserve exceeds 20% of the capital stock plus the capital adjustment.
The Argentine Central Bank modified the criteria for the distribution of dividends by financial
institutions. According to the new rules, dividends can be distributed up to the positive amount
resulting after deducting from retained earnings the reserves that may be legally and statutory
required, as well as the following items: the difference between the book value and the market
value of a financial institutions portfolio of public sector assets, the amount of the asset
representing the losses from lawsuits related to deposits and any adjustments required by the
external auditors or the Argentine Central Bank to be recognized.
In addition, to be able to distribute dividends, a financial institution must comply with the
capital adequacy rule, with the minimum capital requirement and the regulatory capital calculated
with the purpose to determine its ability to distribute dividends, by deducting from its assets and
retained earnings all the items mentioned in the paragraph above, as well as the asset recorded in
connection with the MPIT and the amounts allocated to the repayment of long-term debt instruments
computable as core capital.
In addition, in such calculation, a financial institution will not be able to compute the temporary
reductions in the capital required to cover the exposure to the public sector and interest rate
risk (governed by the alfa 1 and alfa 2 coefficients) that are currently in effect, as well as any
other regulatory forbearance that the Argentine Central Bank may provide, affecting minimum capital
requirements, computable regulatory capital or a financial institutions capital adequacy, and the
amount of profits that it wishes to distribute.
Dividend distribution will require the prior authorization of the Argentine Central Bank, which
intervention will have the purpose of verifying that the aforementioned requirements have been
fulfilled.
Loan agreements entered into by the Bank as part of its foreign debt restructuring limit the Banks
ability to directly or indirectly declare or pay dividends, or make distributions in relation to
shares of common stock, except for stock dividends or distributions. It was also established that
such restriction will not apply to dividends paid to said entity by a consolidated subsidiary.
Notwithstanding this, those agreements contemplate that the Bank may directly or indirectly declare
or pay dividends, and may permit its subsidiaries to do so, if: (i) no default or event of default
has taken place and continues to take place immediately before and after such payment has been
made; (ii) the total outstanding senior debt were to be equal to or less than fifty percent (50%)
of the amount of originally issued total senior debt; and (iii) the Bank were to repay two U.S.
dollars (US$ 2) of long-term debt principal for each U.S. dollar (US$ 1) paid as dividends.
In turn, the shareholders of Tarjeta Naranja S.A., during the Ordinary and Extraordinary
Shareholders Meeting held on March 16, 2006, set forth the following policy for the distribution
of dividends: a) to keep under retained earnings those retained earnings corresponding to fiscal
years prior to 2005 and, therefore, not to distribute them as dividends, and b) to set the maximum
limit for the distribution of
F-36
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
dividends at 25% of the realized and liquid profits of each fiscal year from and after fiscal year
2005. These restrictions shall remain in force as long as this companys shareholders equity is
below Ps. 300,000.
Also, Tarjeta Naranja S.A. agreed, pursuant to the terms and conditions of the Class II and IV
Negotiable Obligations, not to distribute profits exceeding 50% of net income accrued during the
fiscal year closest to the distribution date for which financial statements are available.
In addition, Tarjeta Naranja S.A. has entered into a credit agreement with certain financial
institutions thereby committing not to distribute or pay dividends for an amount higher than 25% of
retained earnings and not to make any distribution whatsoever if it fails to comply with any of its
obligations therein.
23. Minimum Capital.
Grupo Galicia is not subject to the minimum capital requirements established by the Argentine
Central Bank.
In addition, Grupo Galicia meets the minimum capital requirements established by the Corporations
Law, which amount to Ps. 12.
Pursuant to Argentine Central Bank regulations, Banco Galicia is required to maintain a minimum
capital, which is calculated by weighting the risks related to assets and to the balances of bank
premises and equipment and miscellaneous and intangible assets.
As called for by Argentine Central Bank regulations, as of December 31, 2006 and 2005, the minimum
capital requirements were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computable Capital as a % |
|
|
Minimum Capital. |
|
Computable Capital. |
|
of Minimum Capital. |
December 31, 2006 |
|
Ps. |
1,084,313 |
|
|
Ps. |
1,861,559 |
|
|
|
171.68 |
|
December 31, 2005 |
|
Ps. |
881,546 |
|
|
Ps. |
1,885,211 |
|
|
|
213.85 |
|
Communiqué A 3911 and supplementary regulations state that, as of January 1, 2006, a
financial institutions total exposure to the non-financial public sector must not exceed 40% of
its total assets and that, as of July 1, 2007, it must not exceed 35%.
According to said Communiqué, the Bank has presented a plan in order to comply with said rule,
which has been approved by the Argentine Central Bank on February 28, 2006.
As of December 31, 2006, the Bank was in compliance with said plan.
Also, instances of non-compliance of the regulations on credit risk division and credit adjustment
have been observed which, in turn, brought about an increase in the minimum capital requirement to
cover credit risk.
24. Earnings per Share.
Earnings per share are based upon the weighted average of common shares outstanding of Grupo
Galicia in the amount of 1,240,932 for the fiscal year ended December 31, 2006, 1,241,407 for the
fiscal year ended December 31, 2005, and 1,185,227 for the fiscal year ended December 31, 2004.
Earnings (loss) per share for the fiscal years ended December 31, 2006, 2005 and 2004, were
(0.015), 0.086 and (0.093), respectively.
F-37
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
As of December 31, 2006, 2005 and 2004, there were no convertible negotiable obligations
outstanding and therefore for the purposes of calculating earnings per share Grupo Galicia had a
simple capital structure.
25. Contribution to the Deposit Insurance System.
Law No. 24,485 and Decree No. 540/95 established the creation of the Deposit Insurance System to
cover the risk attached to bank deposits, in addition to the system of privileges and safeguards
envisaged in the Financial Institutions Law.
The National Executive Branch through Decree No. 1127/98 dated September 24, 1998, extended this
insurance system to demand deposits and time deposits of up to Ps. 30 denominated either in pesos
and/or in foreign currency.
This system does not cover deposits made by other financial institutions (including time deposit
certificates acquired through a secondary transaction), deposits made by parties related to Banco
Galicia, either directly or indirectly, deposits of securities, acceptances or guarantees and
those deposits set up after July 1, 1995, at an interest rate exceeding the one established
regularly by the Argentine Central Bank based on a daily survey conducted by it. Also excluded are
those deposits whose ownership has been acquired through endorsement and those placements made as
a result of incentives other than the interest rate. This system has been implemented through the
creation of the Deposit Insurance Fund (FGD), which is managed by a company called Seguros de
Depósitos S.A. (SEDESA). The shareholders of SEDESA are the Argentine Central Bank and the
financial institutions, in the proportion determined for each one by the Argentine Central Bank
based on the contributions made to the fund.
As of January 1, 2005, the Argentine Central Bank set this contribution in 0.015%.
As of December 31, 2006, 2005 and 2004, the standard contribution to the Deposits Insurance System
amounted to Ps. 15,771, Ps. 12,059 and Ps. 15,176, respectively.
F-38
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
26. Statements of Income and Balance Sheets.
The presentation of financial statements according to the Argentine Central Bank rules differs
significantly from the format required by the Securities and Exchange Commission under Rules 210.9
to 210.9-07 of Regulation S-X (Article 9). The statements of income presented below discloses the
categories required by Article 9 using Argentine Banking GAAP:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest and fees on loans (*) |
|
Ps. |
1,337,273 |
|
|
Ps. |
1,377,432 |
|
|
Ps. |
1,133,195 |
|
Interest and dividends on investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Tax-exempt |
|
|
54,380 |
|
|
|
185,854 |
|
|
|
(5,008 |
) |
Interest on interest bearing deposits with other banks |
|
|
874 |
|
|
|
68 |
|
|
|
44 |
|
Interest on other receivables from financial brokerage |
|
|
272,635 |
|
|
|
261,488 |
|
|
|
133,150 |
|
Government securities and other trading gains (loss),
net |
|
|
258,098 |
|
|
|
491,404 |
|
|
|
(4,337 |
) |
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
|
1,923,260 |
|
|
|
2,316,246 |
|
|
|
1,257,044 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on deposits |
|
|
440,784 |
|
|
|
266,759 |
|
|
|
143,533 |
|
Interest on securities sold under agreements to
repurchase |
|
|
34,586 |
|
|
|
16,235 |
|
|
|
4,423 |
|
Interest on short-term liabilities from financial
intermediation |
|
|
60,032 |
|
|
|
42,806 |
|
|
|
27,543 |
|
Interest on long-term liabilities from financial
intermediation (*) |
|
|
1,124,644 |
|
|
|
1,470,250 |
|
|
|
869,571 |
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
1,660,046 |
|
|
|
1,796,050 |
|
|
|
1,045,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
263,214 |
|
|
|
520,196 |
|
|
|
211,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses Net |
|
|
28,628 |
|
|
|
(54,512 |
) |
|
|
(130,651 |
) |
|
|
|
|
|
|
|
|
|
|
Net interest income /(expense) after provision for
loan losses |
|
|
234,586 |
|
|
|
574,708 |
|
|
|
342,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Includes CER/CVS adjustments. |
F-39
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Non-interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts |
|
Ps. |
125,687 |
|
|
Ps. |
102,606 |
|
|
Ps. |
80,364 |
|
Credit-card service charges and fees |
|
|
316,324 |
|
|
|
253,688 |
|
|
|
225,654 |
|
Other commissions |
|
|
435,109 |
|
|
|
325,988 |
|
|
|
250,134 |
|
Income from equity in other companies |
|
|
|
|
|
|
6,662 |
|
|
|
2,990 |
|
Premiums and commissions on
insurance business |
|
|
59,984 |
|
|
|
64,913 |
|
|
|
91,776 |
|
Gain on Sale
of Other Investment |
|
|
93,575 |
|
|
|
|
|
|
|
|
|
Other |
|
|
219,047 |
|
|
|
131,410 |
|
|
|
132,856 |
|
|
|
|
|
|
|
|
|
|
|
Total non-interest income |
|
Ps. |
1,249,726 |
|
|
Ps. |
885,267 |
|
|
Ps. |
783,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Commissions |
|
|
144,240 |
|
|
|
90,720 |
|
|
|
65,351 |
|
Salaries and social security charges |
|
|
415,406 |
|
|
|
330,428 |
|
|
|
241,980 |
|
Fees and external administrative services |
|
|
102,799 |
|
|
|
82,910 |
|
|
|
62,127 |
|
Depreciation of bank premises and equipment |
|
|
37,095 |
|
|
|
36,450 |
|
|
|
38,091 |
|
Personnel services |
|
|
46,622 |
|
|
|
30,018 |
|
|
|
27,037 |
|
Rentals |
|
|
28,032 |
|
|
|
21,036 |
|
|
|
17,141 |
|
Electricity and communications |
|
|
41,104 |
|
|
|
31,115 |
|
|
|
27,082 |
|
Advertising and publicity |
|
|
84,507 |
|
|
|
68,132 |
|
|
|
37,796 |
|
Taxes |
|
|
158,352 |
|
|
|
113,005 |
|
|
|
113,754 |
|
Amortization of organization and development expenses |
|
|
34,904 |
|
|
|
36,480 |
|
|
|
47,235 |
|
Loss from equity in other companies |
|
|
14,362 |
|
|
|
|
|
|
|
|
|
Maintenance and repair expenses |
|
|
31,979 |
|
|
|
27,905 |
|
|
|
24,929 |
|
Minority interest |
|
|
19,016 |
|
|
|
34,609 |
|
|
|
14,302 |
|
Commissions and expenses on insurance business |
|
|
53,072 |
|
|
|
60,903 |
|
|
|
80,939 |
|
Amortization of Amparo claims |
|
|
|
|
|
|
122,279 |
|
|
|
121,010 |
|
Other Provisions and reserves |
|
|
62,424 |
|
|
|
99,754 |
|
|
|
134,135 |
|
Other |
|
|
135,074 |
|
|
|
147,691 |
|
|
|
139,543 |
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense |
|
Ps. |
1,408,988 |
|
|
Ps. |
1,333,435 |
|
|
Ps. |
1,192,452 |
|
|
|
|
|
|
|
|
|
|
|
Income / (loss) before tax expense |
|
|
75,324 |
|
|
|
126,540 |
|
|
|
(66,053 |
) |
Income tax expense |
|
|
(94,238 |
) |
|
|
(19,302 |
) |
|
|
(43,818 |
) |
|
|
|
|
|
|
|
|
|
|
Net (loss) / income |
|
Ps. |
(18,914 |
) |
|
Ps. |
107,238 |
|
|
Ps. |
(109,871 |
) |
|
|
|
|
|
|
|
|
|
|
F-40
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Argentine Central Bank rules also require certain classifications of assets and liabilities, which
are different from those required by Article 9. The following balance sheet presents Grupo
Galicias balance sheet as of December 31, 2006 and 2005, as if they had followed Article 9 balance
sheet disclosure requirements using Argentine Banking GAAP.
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Assets: |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
Ps. |
2,308,819 |
|
|
Ps. |
1,045,735 |
|
Interest-bearing deposits in other banks |
|
|
607,998 |
|
|
|
212,851 |
|
Federal funds sold and securities purchased
under resale agreements or similar agreements |
|
|
204,191 |
|
|
|
284,787 |
|
Trading account assets |
|
|
208,188 |
|
|
|
789,985 |
|
Available for sale securities |
|
|
5,993,795 |
|
|
|
6,605,532 |
|
Loans |
|
|
10,186,582 |
|
|
|
11,067,481 |
|
Allowances for loan losses |
|
|
(329,562 |
) |
|
|
(539,894 |
) |
Fixed assets |
|
|
490,290 |
|
|
|
484,198 |
|
Compensatory and Hedge Bonds to be received |
|
|
401,335 |
|
|
|
4,154,989 |
|
Other assets |
|
|
3,798,049 |
|
|
|
1,750,235 |
|
|
|
|
|
|
|
|
Total assets |
|
Ps. |
23,869,685 |
|
|
Ps. |
25,855,899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity: |
|
|
|
|
|
|
|
|
Deposits |
|
Ps. |
10,692,751 |
|
|
Ps. |
8,370,590 |
|
Short-term borrowing |
|
|
281,286 |
|
|
|
446,125 |
|
Other liabilities |
|
|
3,480,026 |
|
|
|
2,380,839 |
|
Long-term debt |
|
|
7,457,042 |
|
|
|
12,631,719 |
|
Commitments and contingent liabilities |
|
|
182,927 |
|
|
|
254,351 |
|
Minority interest in Consolidated Subsidiaries |
|
|
167,185 |
|
|
|
145,499 |
|
Common stock |
|
|
1,241,407 |
|
|
|
1,241,407 |
|
Other shareholders equity |
|
|
367,061 |
|
|
|
385,369 |
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
Ps. |
23,869,685 |
|
|
Ps. |
25,855,899 |
|
|
|
|
|
|
|
|
The carrying value and market value of each classification of available-for-sale securities in
the Article 9 balance sheet were as follows.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
December 31, 2005 |
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Carrying value |
|
|
Gains/(Losses) |
|
|
Market value |
|
|
Carrying value |
|
|
Gains/(Losses) |
|
|
Market value |
|
BODEN 2012 Bonds
Compensatory Bond and Hedge
Bond |
|
|
3,582,858 |
|
|
|
89,441 |
|
|
|
3,394,991 |
|
|
|
987,951 |
|
|
|
104,757 |
|
|
|
876,661 |
|
Fiscal Credit Certificate (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,458 |
|
|
|
|
|
|
|
34,458 |
|
Bogar Bonds |
|
|
426,851 |
|
|
|
168,908 |
|
|
|
397,660 |
|
|
|
3,823,299 |
|
|
|
1,531,789 |
|
|
|
3,366,792 |
|
GalTrust I |
|
|
571,582 |
|
|
|
(7,443 |
) |
|
|
355,721 |
|
|
|
536,509 |
|
|
|
(74,673 |
) |
|
|
253,418 |
|
Discount Bonds |
|
|
691,929 |
|
|
|
125,251 |
|
|
|
387,604 |
|
|
|
705,746 |
|
|
|
56,581 |
|
|
|
311,655 |
|
Other assets |
|
|
720,575 |
|
|
|
(19,356 |
) |
|
|
678,612 |
|
|
|
517,569 |
|
|
|
(10,204 |
) |
|
|
507,365 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
Ps. |
5,993,795 |
|
|
Ps. |
356,801 |
|
|
Ps. |
5,214,588 |
|
|
Ps. |
6,605,532 |
|
|
Ps. |
1,608,250 |
|
|
Ps. |
5,350,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
These instruments can be used to repay taxes, including the value-added tax |
F-41
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
The maturities as of December 31, 2006, of the available-for-sale government securities and the
GalTrust I and other assets included in the Article 9 balance sheet were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
Maturing after 1 |
|
|
Maturing after |
|
|
|
|
|
|
|
|
|
|
Maturing within |
|
|
year but within |
|
|
5 years but within |
|
|
Maturing after |
|
|
|
Carrying Value |
|
|
1 year |
|
|
5 years |
|
|
10 years |
|
|
10 years |
|
Boden 2012 Bonds Compensatory Bond and Hedge Bond |
|
|
3,582,858 |
|
|
|
597,143 |
|
|
|
2,388,572 |
|
|
|
597,143 |
|
|
|
|
|
Bogar Bonds |
|
|
426,851 |
|
|
|
22,466 |
|
|
|
110,457 |
|
|
|
228,964 |
|
|
|
64,964 |
|
GalTrust I |
|
|
571,582 |
|
|
|
|
|
|
|
63 |
|
|
|
414,954 |
|
|
|
156,565 |
|
Discount Bonds |
|
|
691,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
691,929 |
|
Other assets |
|
|
720,575 |
|
|
|
323,876 |
|
|
|
353,479 |
|
|
|
37,753 |
|
|
|
5,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
Ps. |
5,993,795 |
|
|
|
943,485 |
|
|
|
2,852,571 |
|
|
|
1,278,814 |
|
|
|
918,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27. Operations by Geographical Segment.
The main financial information, classified by country where transactions originate, is shown below.
Most of the transactions originated in the Republic of Uruguay were with Argentine citizens and
enterprises, and were denominated in U.S. dollars. Transactions between different geographical
segments have been eliminated for the purposes of this Note.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2006 |
|
2005 |
|
2004 |
Total revenues:(*) |
|
|
|
|
|
|
|
|
|
|
|
|
Republic of Argentina |
|
Ps. |
3,315,964 |
|
|
Ps. |
3,196,626 |
|
|
Ps. |
2,313,069 |
|
Republic of Uruguay |
|
|
82,194 |
|
|
|
136,240 |
|
|
|
119,812 |
|
Grand Cayman Island |
|
|
|
|
|
|
1,009 |
|
|
|
2,362 |
|
Net income (loss), net
of monetary effects
allocable to each
country: |
|
|
|
|
|
|
|
|
|
|
|
|
Republic of Argentina |
|
|
(64,399 |
) |
|
|
4,639 |
|
|
|
(76,207 |
) |
Republic of Uruguay |
|
|
45,485 |
|
|
|
99,804 |
|
|
|
(33,953 |
) |
Grand Cayman Island |
|
|
|
|
|
|
2,795 |
|
|
|
289 |
|
Total assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Republic of Argentina |
|
|
23,093,931 |
|
|
|
25,035,273 |
|
|
|
22,927,642 |
|
Republic of Uruguay |
|
|
540,244 |
|
|
|
584,189 |
|
|
|
707,252 |
|
Grand Cayman Island |
|
|
|
|
|
|
16,262 |
|
|
|
15,660 |
|
Fixed assets |
|
|
|
|
|
|
|
|
|
|
|
|
Republic of Argentina |
|
|
479,184 |
|
|
|
472,832 |
|
|
|
477,227 |
|
Republic of Uruguay |
|
|
11,106 |
|
|
|
11,366 |
|
|
|
11,955 |
|
Miscellaneous assets |
|
|
|
|
|
|
|
|
|
|
|
|
Republic of Argentina |
|
|
271,067 |
|
|
|
199,113 |
|
|
|
159,994 |
|
Republic of Uruguay |
|
|
40 |
|
|
|
39 |
|
|
|
39 |
|
Goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
Republic of Argentina |
|
|
65,165 |
|
|
|
85,003 |
|
|
|
115,080 |
|
Other intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
Republic of Argentina |
|
|
436,724 |
|
|
|
404,459 |
|
|
|
522,924 |
|
Republic of Uruguay |
|
|
907 |
|
|
|
898 |
|
|
|
|
|
Geographical segment
assets as a percentage
of total assets |
|
|
|
|
|
|
|
|
|
|
|
|
Republic of Argentina |
|
|
97,71 |
% |
|
|
97.66 |
% |
|
|
96.94 |
% |
Republic of Uruguay |
|
|
2,29 |
% |
|
|
2.28 |
% |
|
|
2.99 |
% |
Grand Cayman Island |
|
|
|
|
|
|
0.06 |
% |
|
|
0.07 |
% |
|
|
|
(*) |
|
The caption Revenues include financial income, income from services and miscellaneous
income. |
28. Financial Instruments with Off-Balance Sheet Risk.
The Bank has been party to financial instruments with off-balance sheet risk in the normal
course of its business in order to meet the financing needs of its customers. These instruments
expose the Bank to credit risk above and beyond the amounts recorded in the consolidated balance
sheets. These financial instruments include commitments to extend credit, standby letters of
credit, guarantees granted and acceptances.
F-42
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
The Bank uses the same credit policies in making commitments, conditional obligations and
guarantees as it does for granting loans. In managements opinion, the Banks outstanding
commitments and guarantees do not represent unusual credit risk.
The Banks exposure to credit loss in the event of non-performance by the counterparty to the
financial instrument for commitments to extend credit, standby letters of credit, guarantees
granted and acceptances is represented by the contractual notional amount of those investments.
A summary of the credit exposure related to these items is shown below:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2006 |
|
2005 |
Commitments to extend credit |
|
Ps. |
624,847 |
|
|
Ps. |
397,714 |
|
Standby letters of credit |
|
|
129,021 |
|
|
|
54,299 |
|
Guarantees granted |
|
|
123,790 |
|
|
|
223,055 |
|
Acceptances |
|
|
35,353 |
|
|
|
23,938 |
|
Commitments to extend credit are agreements to lend to a customer at a future date, subject to
the meeting of the contractual terms. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since many of the commitments are expected
to expire without being drawn upon, total commitment amounts do not necessarily represent actual
future cash requirements of the Bank. The Bank evaluates each customers creditworthiness on a
case-by-case basis. In addition to the above commitments, as of December 31, 2006 and 2005, the
available purchase limits for credit card holders amounted to Ps. 8,316,269 and Ps. 5,140,826,
respectively.
Standby letters of credit and guarantees granted are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party.
Acceptances are conditional commitments for foreign trade transactions.
The credit risk involved in issuing letters of credit and granting guarantees is essentially the
same as that involved in extending loan facilities to customers. In order to grant guarantees to
its customers, the Bank may require counter-guarantees. These financial customer guarantees are
classified by type, as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2006 |
|
2005 |
Preferred counter-guarantees |
|
Ps. |
32,783 |
|
|
Ps. |
32,788 |
|
Other counter-guarantees |
|
|
21,599 |
|
|
|
15,658 |
|
The Bank accounts for checks drawn on it and other banks, as well as other items in process of
collection, such as notes, bills and miscellaneous items, in memorandum accounts until such time
when the related item clears or is accepted. In managements opinion, the risk of loss on these
clearing transactions is not significant. The amounts of clearing items in process were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2006 |
|
2005 |
Checks drawn on the Bank |
|
Ps. |
162,986 |
|
|
Ps. |
110,211 |
|
Checks drawn on the other Bank |
|
|
187,358 |
|
|
|
193,267 |
|
Bills and other items for collection |
|
|
1,184,353 |
|
|
|
896,801 |
|
F-43
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
As of December 31, 2006 and 2005, the trusts funds amounted to Ps. 714,954 and Ps. 144,613,
respectively.
In addition, the Bank had securities in custody which as of December 31, 2006 and 2005, amounted to
Ps. 6,109,324 and Ps. 5,522,535, respectively.
As part of the Argentine Government debt restructuring that occurred in 2005, the Bank received in
exchange for its holdings of Medium-Term External Notes, Discount Bonds with a detachable
derivative financial instrument from which payment amounts are derived from the growth of the Gross
Domestic Product (GDP-Linked Units). In November 2005, the GDP-Linked Units started trading
separately from the Discount Bonds.
29. Derivative Financial Instruments.
As of December 31, 2006 and 2005, the options bought and sold were recorded at their exercise price
in memorandum accounts. The premiums collected and/or paid have been accrued on a straight-line
basis over the life of the contract.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Memorandum Accounts |
|
Fair Value |
|
|
December 31, |
|
December 31, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Option contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Written put options (1) |
|
Ps. |
175,923 |
|
|
Ps. |
184,801 |
|
|
Ps. |
2,592 |
|
|
Ps. |
7,977 |
|
|
|
|
(1) |
|
As established by Section 4, subsection a and Section 6 of Decree 1836/02 and Argentine
Central Bank Communiqué A 3828, in connection with the second exchange offered by the government
to exchange restructured deposits for government bonds, the Bank granted an option to sell coupons
to the holders of restructured deposits certificates who had opted to receive Boden 2013 Bonds,
Boden 2006 Bonds and Boden 2012 Bonds in exchange for their certificates. |
The exercise price will be equal to that resulting from converting to pesos the face value of each
coupon in U.S. dollars at a rate of Ps.1.40 per U.S. dollar adjusted by applying the CER, which
arises from comparing the index at February 3, 2002 to that corresponding to the due date of the
coupon. That value shall in no case exceed the principal and interest amounts in pesos resulting
from applying the face value of the coupon in U.S. dollars at the buying exchange rate quoted by
Banco de la Nación Argentina (Banco Nación) on the payment date of that coupon.
The Mercado Abierto Electrónico (MAE) and the Mercado a Término de Rosario (ROFEX) have trading
environments for the closing, recording and settlement of financial forward transactions carried
out among its agents, the Bank being one of them.
The general settlement method for these transactions does not require delivery of the traded
underlying asset. Rather, settlement is carried on a daily basis for the difference, if any,
between the closing price of the underlying asset and the closing price or value of the underlying
asset corresponding to the previous day, the difference in price being charged to income.
Currently, admitted transactions are the forward purchase and sale of U.S. dollars.
F-44
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
US dollars forward purchases are recorded under Memorandum Accounts Debit Derivatives
Forward Purchases of Foreign Currency to be Settled in Pesos, totaling Ps. 475,338 and 12,125 as
of December 31, 2006 and 2005, respectively. US dollars forward sales are recorded under
Memorandum Accounts Credit Derivatives Forward Sales of Foreign Currency to be Settled in
Pesos, totaling Ps. 148,866 and Ps. 260,448 as of December 31, 2006 and 2005, respectively.
Said transactions are recorded for the notional value traded.
Balances pending settlement are recorded under Other Receivables from Financial Brokerage and/or
Other Liabilities Resulting from Financial Brokerage, as the case may be. As of December 31,
2006, said balances amounted to Ps. 30,964 and Ps. 31,635, respectively, while as of December 31,
2005, they amounted to Ps. 709 and Ps. 418, respectively.
30. Disclosure about Fair Value of Financial Instruments.
Financial Accounting Standards No. 107 (SFAS) Disclosures about Fair Value of Financial
Instruments requires disclosures of estimates of fair value of financial instruments. These
estimates were made at the end of December 2006 and 2005. Because many of the Banks financial
instruments do not have a ready trading market from which to determine fair value, the disclosures
are based upon estimates regarding economic and current market conditions and risk characteristics.
Such estimates are subjective and involve matters of judgment and, therefore, are not precise and
may not be reasonably comparable to estimates of fair value for similar instruments made by other
financial institutions.
The estimated fair values do not include the value of assets and liabilities not considered
financial instruments.
In order to determine the fair value, cash flows were discounted for each category or group of
loans having similar characteristics, based on credit risk, guarantees and/or maturities, using
rates offered for similar loans by the Bank as of December 31, 2006 and 2005, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
|
Book Value |
|
Fair Value |
|
Book Value |
|
Fair Value |
Derivative activities: (see Note 29) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
Ps. |
175,923 |
|
|
Ps. |
2,592 |
|
|
Ps. |
184,801 |
|
|
Ps. |
7,977 |
|
|
Non derivative activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks (1) |
|
Ps. |
2,294,849 |
|
|
Ps. |
2,294,849 |
|
|
Ps. |
1,041,158 |
|
|
Ps. |
1,041,158 |
|
Government securities (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading |
|
|
147,729 |
|
|
|
146,362 |
|
|
|
725,343 |
|
|
|
725,345 |
|
Without quotation Securities |
|
|
431,753 |
|
|
|
402,562 |
|
|
|
4,591,071 |
|
|
|
3,750,597 |
|
Investment |
|
|
2,608,827 |
|
|
|
2,473,029 |
|
|
|
650,924 |
|
|
|
577,599 |
|
Loans (3) |
|
|
10,514,552 |
|
|
|
10,322,756 |
|
|
|
10,555,176 |
|
|
|
9,717,621 |
|
Compensatory and Hedge Bond to be received (4) |
|
|
401,335 |
|
|
|
386,890 |
|
|
|
4.154.989 |
|
|
|
3,792,416 |
|
Others (5) |
|
|
5,305,353 |
|
|
|
4,744,340 |
|
|
|
2,113,060 |
|
|
|
1,774,363 |
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits (6) |
|
Ps. |
10,779,369 |
|
|
Ps. |
10,754,230 |
|
|
Ps. |
8,421,660 |
|
|
Ps. |
8,368,522 |
|
Other liabilities resulting from financial
Intermediation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentine Central Bank (7) |
|
|
3,025,977 |
|
|
|
2,741,104 |
|
|
|
8,850,986 |
|
|
|
7,675,211 |
|
Banks and international entities and Loans
from Domestic Financial Institutions (8) and
Negotiable obligations (9) |
|
|
4,834,673 |
|
|
|
4,814,875 |
|
|
|
4,580,435 |
|
|
|
4,120,395 |
|
|
Others (10) |
|
|
2,741,920 |
|
|
|
2,734,267 |
|
|
|
1,413,316 |
|
|
|
1,403,830 |
|
F-45
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
The following is a description of the estimating techniques applied:
(1) Cash and due from banks: By definition, cash and due from banks are short-term and do not
possess credit loss risk. The carrying values as of December 31, 2006 and 2005, are a reasonable
estimate of fair value.
(2) Government securities: Government securities held for trading purposes are carried at fair
value. Holdings of investment account securities correspond to the Compensatory Bond and the Hedge
Bond received (Boden 2012 Bonds) related to the compensation to financial institutions, which fair
value corresponds to the Boden 2012 Bonds quoted market value. Unlisted securities include Bogar
Bonds and Discount Bonds. In order to estimate their fair value, the Bank used quoted market
values.
(3) Loans: In order to determine the fair value of Loans Private Sector, the portfolio was
segregated by loan type, repricing characteristics and credit quality. For performing loans,
contractual cash flows of loans were discounted at estimated market rates. For non-performing
loans, expected cash flows were discounted using an estimated rate considering the time of
collection. The value of collateral was considered in the estimation of cash flows.
In order to determine the fair value of Secured Loans, the portfolio was considered at amortized
cost, which is the fair value at the date of exchange (December 2001).
(4) Compensatory and Hedge Bonds to be received: In connection with estimating the fair value of
these bonds, the Bank used quoted market values.
(5) Others: Includes other receivables from financial brokerage and equity investments in
other companies. A majority of the items included under Other Receivables from Financial
Brokerage are short-term in nature and do not possess significant risk although the fair value of
the forward purchases of government securities held for investment purposes is the quoted market
value of the underlying government securities. Also included under this caption are the Galtrust I
debt
securities and trust certificates. Equity investments in companies where significant
influence is exercised are not within the scope of SFAS No. 107. Equity investments in other
companies are carried at market value less costs to sell. The book value of unquoted equity
securities is believed by management to approximate fair value.
(6) Deposits: The fair value of deposit liabilities on demand and savings account deposits is
similar to its book value. The fair value of term deposits was estimated at the expected future
cash flows discounted at the estimated market rates at year-end, following managements
expectations.
(7) Argentine Central Bank: As of December 31, 2006 and 2005, Argentine Central Bank included the
advance from the Argentine Central Bank for the acquisition of the Hedge Bond and long term loans
for liquidity support granted to the Bank during the 2001-2002 crisis. The fair value for December
2006 and December 2005, was estimated based on the fair value of the Argentine Government portfolio
that guarantees the debt.
(8) Banks and international entities and loans from domestic financial institutions: Includes
credit lines borrowed under different credit arrangements from local and foreign banks and
entities. Most of them were restructured as of May 2004. As of December 2006 and December 2005, the
quoted market prices have been taken as a best estimate of their fair value and, when
F-46
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
no quoted market prices were available, the estimated fair value has been calculated by
discounting the contractual cash flows of these liabilities at estimated market rates.
(9) Negotiable obligations: As of December 31, 2006, and December 31, 2005, the fair value of the
negotiable obligations was determined based on quoted market prices and when no quoted market
prices were available, the estimated fair value has been calculated by discounting the contractual
cash flows of these liabilities at estimated market rates.
(10) Others: Includes other liabilities resulting from financial brokerage. Their fair value was
estimated at the expected future cash discounted at the estimated rates at year-end.
31. Pending events derived from the systems crisis in late 2001.
Deposits with the financial system Legal actions requesting protection of Constitutional
guarantees.
The Government through Decree No. 1570/2001, Law No 25561, Decree No. 214/02 and other concurrent
regulations, established restrictions on money withdrawals from financial institutions and the
conversion into pesos of all dollar deposits, at the exchange rate of Ps. 1.40 per US$ 1. In turn,
these rules also established that financial institutions were to comply with their obligations by
reimbursing pesos in the amounts resulting from this conversion, including the CER adjustment plus
a 2% annual interest rate. As a result of the measures that established the pesification and
restructuring of foreign-currency deposits, since December 2001, a significant number of claims
have been filed against the Government and/or financial institutions, formally challenging the
emergency regulations, particularly Decree No. 214/02 and supplementary provisions, and requesting
prompt payment of deposits in their original currency. The emergency regulations have been declared
unconstitutional by most lower and upper courts. As of December 31, 2006, the court orders received
by the Bank requiring the reimbursement of deposits in foreign or Argentine currency, at the
free-market exchange rate, amounted to Ps. 12,819 and US$ 644,513. In compliance with those court
orders, as of the same date, the Bank paid the amounts of Ps. 1,163,872 and US$ 111,192 to
reimburse deposits, in pesos and in foreign currency.
The difference between the amount paid as a result of the abovementioned court orders and the
amount resulting from converting deposits at the Ps. 1.40 per U.S. dollar exchange rate, adjusted
by the CER and interest accrued up to the payment date, totaled Ps. 688,390 and Ps. 668,946, as of
December 31, 2006 and December 31, 2005, respectively, and they have been recorded as Intangible
Assets. Residual value on said dates totaled Ps. 367,221, and Ps. 347,777.
The Bank has repeatedly reserved its right to make claims, at a suitable time, in view of the
negative effect on its financial condition of the reimbursement of deposits originally denominated
in dollars, pursuant to orders issued by the judicial branch, either in U.S. dollars or in pesos
for the equivalent amount at the market exchange rate, since compensation of this effect was not
included by the Government in the calculation of the compensation to financial institutions. The
method of accounting for such right as a deferred loss, set forth by Argentine Central Bank
regulations, does not affect its existence or legitimacy. To such effect, the Bank has reserved all
of the corresponding rights.
On December 30, 2003, the Bank formally requested from the Government, with copy to the Ministry of
Economy (MECON) and to the Argentine Central Bank, to be compensated for the
F-47
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
losses incurred due to the asymmetric pesification and court decisions. The Bank has reserved its
right to further extend such request in order to encompass losses made definitive by new final
judgments.
On October 26, 2004, the Argentine Supreme Court ruled on the lawsuit entitled Bustos, Alberto et
al vs. National State, a legal action requesting protection of constitutional guarantees,
admitting the declaration of national emergency established by Law No. 25,561 and the
constitutionality of Section 2 of Decree No. 214/02.
On December 27, 2006, the Argentine Supreme Court of Justice ruled on the case named Massa c/
Estado Nacional and Bank Boston, resolving that the defendant bank must fulfill its obligation to
reimburse a dollar-denominated deposit subject to emergency regulations by paying the original
amount deposited converted into pesos at an the exchange rate of Ps. 1.40 per U.S. dollar, adjusted
by CER until the effective payment day, together with a 4% annual interest and computing amounts
paid in order to comply with preliminary injunctions or other measures as payments on account.
On March 20, 2007, the Supreme Court ruled, in the case of EMM S.R.L. c/ Tía S.A., that Decree
No. 214/2002 does not apply to judicial deposits and that such deposits must be reimbursed to the
depositors in their original currency.
Management continuously monitors and analyses the implications of such ruling to similarly situated
cases.
It is worth mentioning that during the previous fiscal year, as well as in the current one, the
number of legal actions filed by customers requesting the reimbursement of deposits in their
original currency has decreased significantly, which has reduced the risk of this problem worsening
in the future.
Claims due to foreign exchange differences arising from the repayment of financial assistance
during foreign exchange market holidays in January 2002.
During December 2001, the Bank received financial assistance in pesos from the Argentine
Central Bank to face a temporary liquidity shortage. This financial assistance was repaid by using
the funds, in U.S. dollars, provided by the Bank Liquidity Fund (BLF), on January 2 and 4, 2002. On the day those funds were credited, the Argentine Central Bank had declared a foreign-exchange
market holiday.
On January 06, 2002, before the market was reopened, Law No. 25561 was enacted, which repealed the
convertibility system and established a new exchange rate of Ps. 1.40 per U.S. dollar.
During the foreign-exchange market holiday, as a result of the aforementioned regulations, no
foreign currency could be traded.
As a result, the U.S. dollars funds credited by the BLF on January 2 and 4, 2002, remained in U.S.
dollars until the reopening of the market.
On that date, and in accordance with the regulations in force, the U.S. dollar was sold at Ps.
1.40.
F-48
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
For this reason, when the Argentine Central Bank applied US$ 410,000 to the settlement of the
financial assistance granted to the Bank, it should have cancelled US$ 410,000 times 1.40, that is,
the amount of Ps. 574,000.
This has infringed the guarantee of inviolability of private property and equal treatment before
the law.
The Bank considers that the Ps. 164,000 difference will have to be reimbursed to the Bank, or that
an equivalent restoration of its equity should be considered.
The Bank has filed a claim before the Argentine Central bank to recover the above-mentioned amount.
Such right has not been accounted for in these financial statements.
Compensation to financial institutions.
Section 7 of Decree No. 214/02, provided for the issuance of a bond payable by the National
Treasury to compensate for the imbalances created in the financial system by the devaluation of the
peso and the asymmetric pesification of assets and liabilities.
In June 2002, Decree No. 905/02, in its Sections 28 and 29, established the methodology for
calculating the amount of compensation, granting a Compensatory Bond to compensate for the losses
that resulted from the asymmetric pesification of assets and liabilities and a Hedge Bond for the
disruption in the currency peg after widespread pesification of part of the assets and liabilities
portfolio.
After a thorough review process performed by the Argentine Central Bank, it was established that
the final sum to be paid to the Bank for compensation amounted to US$ 2,178,030, of face value of
Boden 2012 Bonds.
As of December 31, 2005, the Bank had received the total amount of the Compensatory Bond for US$
906,277.46 of face value of Boden 2012 Bonds.
In December 2006, the Argentine Central Bank delivered to the Bank Boden 2012 Bonds for US$
1,154,955 of face value, at their 75% residual value and US$ 406,775 in cash in connection with
past due amortization and interest coupons, as partial compensation for the negative net position
in foreign currency as of December 31, 2001, pursuant to the provisions of Decree No. 905/02
sections 28 and 29 (90.8% of the Hedge Bond).
The advance granted by the Argentine Central Bank pursuant to the provisions of section 29
subsection g) of said decree was settled in cash for Ps. 1,369,664 and through the application of
the following assets granted as collateral: Bogar Bonds and Secured Loans for Ps. 1,111,641 of face
value and Ps. 69 of face value, respectively.
The execution of the advance, under the conditions set forth in Resolution No. 237/06 of the
Argentine Central Bank, released Bogar Bonds for Ps. 392,818 of face value, which had been granted
as collateral for such advance. It is important to highlight that said Resolution did not
contemplate the settlement of past due amortization and interest coupons through the application of
assets granted as collateral. Therefore, such assets and the securities mentioned in the following
paragraph, were valued pursuant to the present value criterion set forth by the Argentine Central
Bank, thus originating a decrease in their book value of Ps. 109,086.
F-49
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
On December 13, 2006, the Bank requested from the Argentine Central Bank an advance for the
acquisition of the remainder of the Hedge Bond, that is Boden 2012 Bonds for US$ 116,797 of face
value, and the simultaneous settlement of such liability on the date of execution, through the
application of Ps. 163,516 of face value of Bogar Bonds granted as collateral.
As of December 31, 2006, the amount of the compensation pending receipt was recorded under Other
Receivables Resulting from Financial Brokerage In Foreign Currency Compensation to be Received
from the National Government for Ps. 401,335.
Situation of Banco Galicia Uruguay S.A. and Galicia (Cayman) Limited.
The financial crisis of late 2001 also affected the controlled companies Banco Galicia Uruguay and
Galicia Cayman.
In December 2002, Banco Galicia Uruguay restructured its deposits with a high degree of
participation by its depositors and subsequently implemented various voluntary exchanges of
restructured deposits, which allowed it to significantly reduce such liabilities.
Within this process, during the previous fiscal year, the Argentine Central Bank authorized the
transfer of Boden 2012 Bonds to Banco Galicia Uruguay for a face value of US$ 195,979. These were
applied to the settlement of parties that had shown interest in participating in the new exchange
offer.
Furthermore, in order to strengthen the financial condition of its subsidiaries, Grupo Galicia
forgave the US$ 43,000 subordinated negotiable obligations issued by Banco Galicia Uruguay.
This debt forgiveness, along with the exchange of deposits, has meant an important improvement in
Banco Galicia Uruguays financial condition, due to the reduction of its liabilities.
As of December 31, 2006, the principal amount of restructured liabilities (time deposits and
negotiable obligations) amounted to Ps. 211,571, with the first four installments due September
2003, 2004, 2005 and 2006 and the negotiable obligations due December 2005 having been paid. Also,
as of said date, the Banks shareholders equity amounted to Ps. 107,255. Expectations are that the
cash payments to be collected for the assets of the Company (mainly credits) shall exceed, in all
the payment periods of the arrangement with creditors, the liabilities resulting from the
abovementioned agreement.
Also, Banco Galicia Uruguay S.A. has established a Negotiable Obligations Issuance Program for
the amount of up to US$ 108,090, in order to convert privately issued negotiable obligations due in
2011 into public negotiable obligations and, also, offer holders of Transferable time- deposit
certificates the possibility to exchange said certificates for the abovementioned negotiable
obligations. On October 17, 2006, Series I Negotiable Obligations for an amount of US$ 48,467 were
issued under the Program. Grupo Financiero Galicia S.A. subscribed said exchange for a face value
of US$ 1,042.
In relation to Galicia (Cayman) Limited, even though it was in provisional liquidation, on February
2, 2006, as a consequence of the presentation made by the Administrators of the Restructuring Plan
of Galicia Cayman, the Grand Court of the Cayman Islands declared the plan terminated, thus ending
the involvement of such administrators in the companys management, and returning the company to
its legal authorities as of February 23, 2006.
F-50
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
32. Preferred Liabilities of the former Banco Almafuerte Coop. Ltdo.
As a consequence of the dissolution of former Banco Almafuerte Coop. Ltdo., the Bank assumed
certain preferred liabilities corresponding to five branches of said financial institution. As a
counterpart, the Bank received a Class A Participation Certificate of the Nues Trust Fund and has
been involved in the creation of a Special Fund. Both transactions were implemented pursuant to
Resolution No. 659, dated November 27, 1998, adopted by the Board of Directors of the Argentine
Central Bank within the framework of Section 35 bis, section II, clauses a) and b) of the Financial
Institutions Law.
On June 30, 2006, the holders of Class A Participation Certificates of the Nues Trust, the
Trustee and the contributors to the Special Fund subscribed a new agreement in order to achieve the
total repayment of unpaid balances corresponding to Class A Participation Certificates and the
subsequent liquidation of the Special Fund.
Pursuant to the provisions set forth in the abovementioned agreement, as of December 31, 2006, the
Participation Certificate balance amounted to Ps. 42,006 and the Special Funds balance amounted to
Ps. 315,742. At the end of the prior fiscal year, said balances amounted to Ps. 27,201 and Ps.
294,138, respectively.
As of December 31, 2006 the underlying assets of the Nues Trust and the Special Fund were invested
in cash, securities issued by the Argentine Central Bank and secured loans amounting to Ps.
313,493, Ps. 102,350 and Ps. 404,478, respectively. The Bank held 25,898% of the total certificates
of participation of the Nues Trust and 45% of the Special Fund.
F-51
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
33. Financial Trusts.
During 2006 and 2005, the Bank entered into different securitizations that were accounted for as
sales. The main characteristics of such trusts are described bellow,
a) Financial trusts created by Banco Galicia:
|
|
|
|
|
|
|
|
|
CONDITIONS |
|
GALTRUST I |
|
GALTRUST II |
|
GALTRUST V |
|
GALICIA |
CREATION DATE |
|
10/13/2000 |
|
12/17/2001 |
|
12/17/2001 |
|
04/16/2002 |
|
|
|
|
|
|
|
|
|
MATURITY DATE |
|
10/10/2015 |
|
12/10/2010 |
|
01/10/2016 |
|
05/06/2032 |
|
|
|
|
|
|
|
|
|
TRUSTEE |
|
FIRST TRUST OF NEW |
|
FIRST TRUST OF NEW |
|
FIRST TRUST OF NEW |
|
BAPRO MANDATOS Y |
|
|
YORK N.A. |
|
YORK N.A. |
|
YORK N.A. |
|
NEGOCIOS S.A. |
|
|
|
|
|
|
|
|
|
RATE (*) |
|
C.E.R. + 10% T.N.A. |
|
C.E.R. + 9.75% T.N.A. |
|
C.E.R. + 9.75% T.N.A. |
|
C.E.R. + 4% |
|
|
|
|
|
|
|
|
|
TRUST ASSETS |
|
LOANS GRANTED TO |
|
MORTGAGE LOANS |
|
MORTGAGE LOANS |
|
SECURED LOANS |
|
|
PROVINCIAL |
|
|
|
|
|
|
|
|
GOVERNMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AS OF
12/31/2006 |
|
Ps. 571,582 |
|
Ps. 7,683 |
|
Ps. 16,457 |
|
Ps. 58,159 |
|
|
|
|
|
|
|
|
|
TOTAL TRANSFERRED
PORTFOLIO |
|
US$ 490,224 (1) |
|
US$ 61,191 |
|
US$ 57,573 |
|
Ps.108,000 |
|
|
|
|
|
|
|
|
|
A DEBT SECURITIES |
|
F.V. US$ 100,000 |
|
F.V. US$ 45,000 |
|
F.V. US$ 42,000 |
|
|
|
|
|
|
|
|
|
|
|
B DEBT SECURITIES |
|
F.V. US$ 200,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CERTIFICATES
OF
PARTICIPATION |
|
F.V. US$ 200,000 |
|
F.V. US$ 16,191 |
|
F.V. US$ 15,573 |
|
F.V. Ps. 108,000 |
|
|
|
(1) |
|
The remaining US$ 9,776 was transferred in cash. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CREDITOS |
|
CREDITOS |
|
|
|
|
|
|
GALICIA HIPOTECAS |
|
INMOBILIARIOS |
|
INMOBILIARIOS |
|
|
|
|
CONDITIONS |
|
COMERCIALES |
|
GALICIA I |
|
GALICIA II |
|
|
|
|
CREATION DATE |
|
02/22/2005 |
|
08/17/2005 |
|
10/12/2005 |
|
|
|
|
|
|
|
MATURITY DATE |
|
07/12/2013 |
|
03/15/2015 |
|
12/15/2025 |
|
|
|
|
|
|
|
TRUSTEE |
|
DEUTSCHE BANK S.A. |
|
DEUTSCHE BANK S.A. |
|
DEUTSCHE BANK S.A. |
|
|
|
|
|
|
|
RATE (*) |
|
C.E.R. + 0.05% T.N.A. |
|
MINIMUM 8 % T.N.A. |
|
MINIMUM 8 % T.N.A. |
|
|
|
|
AND |
|
AND |
|
|
|
|
MAXIMUM 18 % |
|
MAXIMUM 18 % |
|
|
|
|
T.N.A. |
|
T.N.A. |
|
|
|
|
|
|
|
TRUST ASSETS |
|
COMMERCIAL |
|
MORTGAGE LOANS |
|
MORTGAGE LOANS |
|
|
MORTGAGE LOANS |
|
|
|
|
|
|
|
|
|
|
|
BALANCE AS OF
12/31/2006 |
|
Ps. 6,892 |
|
Ps. 18,776 |
|
Ps. 43,347 |
|
|
|
|
|
|
|
TOTAL TRANSFERRED
PORTFOLIO |
|
Ps. 29,059 |
|
Ps. 91,000 |
|
Ps. 150,000 |
|
|
|
|
|
|
|
A DEBT SECURITIES |
|
F.V. Ps. 24,119 |
|
F.V. Ps. 72,800 |
|
F.V. Ps. 109,000 |
|
|
|
|
|
|
|
B DEBT SECURITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
CERTIFICATES
OF
PARTICIPATION |
|
F.V. Ps. 4,940 |
|
F.V. Ps. 18,200 |
|
F.V. Ps. 41,000 |
F-52
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
GALICIA |
|
|
|
|
|
|
GALICIA PERSONALES |
|
PERSONALES |
|
GALICIA PRENDAS |
|
|
CONDITIONS |
|
II |
|
III |
|
COMERCIALES I |
|
GALICIA LEASING I |
CREATION DATE |
|
01/25/2006 |
|
05/16/2006 |
|
07/03/2006 |
|
09/22/2006 |
|
|
|
|
|
|
|
|
|
MATURITY DATE |
|
09/15/2007 |
|
09/15/2007 |
|
05/15/2009 |
|
11/15/2007 |
|
|
(ESTIMATED DATE FOR |
|
(ESTIMATED DATE |
|
(ESTIMATED DATE |
|
(ESTIMATED DATE |
|
|
CLASS B DEBT |
|
FOR CLASS B DEBT |
|
FOR CLASS B DEBT |
|
FOR CLASS A1 DEBT |
|
|
SECURITIES) |
|
SECURITIES) |
|
SECURITIES) |
|
SECURITIES) |
|
|
11/15/2009 |
|
03/15/2011 |
|
02/15/2011 |
|
07/15/2009 |
|
|
(ESTIMATED DATE FOR |
|
(ESTIMATED DATE |
|
(ESTIMATED DATE |
|
(ESTIMATED DATE |
|
|
PARTICIPATION |
|
FOR PARTICIPATION |
|
FOR PARTICIPATION |
|
FOR CLASS A2 DEBT |
|
|
CERTIFICATES) |
|
CERTIFICATES) |
|
CERTIFICATES) |
|
SECURITIES) |
|
|
|
|
|
|
|
|
11/15/2009 |
|
|
|
|
|
|
|
|
(ESTIMATED DATE |
|
|
|
|
|
|
|
|
FOR CLASS B DEBT |
|
|
|
|
|
|
|
|
SECURITIES) |
|
|
|
|
|
|
|
|
05/15/2011 |
|
|
|
|
|
|
|
|
(ESTIMATED DATE |
|
|
|
|
|
|
|
|
FOR PARTICIPATION |
|
|
|
|
|
|
|
|
CERTIFICATES) |
|
|
|
|
|
|
|
|
|
TRUSTEE |
|
DEUTSCHE BANK S.A. |
|
DEUTSCHE BANK S.A. |
|
DEUTSCHE BANK S.A. |
|
DEUTSCHE BANK S.A. |
|
|
|
|
|
|
|
|
|
RATE (*) |
|
THE HIGHEST RATE |
|
THE HIGHEST RATE |
|
CLASS A DEBT |
|
CLASS A DEBT |
|
|
BETWEEN: |
|
BETWEEN: |
|
SECURITIES, |
|
SECURITIES, |
|
|
BADLAR FOR TIME |
|
BADLAR FOR TIME |
|
MINIMUM 10.5% |
|
MINIMUM 10.5% |
|
|
DEPOSITS OF 30 TO 35 |
|
DEPOSITS OF 30 TO |
|
T.N.A. |
|
T.N.A. |
|
|
DAYS AND OF MORE |
|
35 DAYS AND OF |
|
MAXIMUM 20% T.N.A. |
|
MAXIMUM 20% T.N.A. |
|
|
THAN A MILLION PESOS |
|
MORE THAN A |
|
|
|
|
|
|
FOR PRIVATE BANKS, |
|
MILLION PESOS FOR |
|
CLASS B DEBT |
|
CLASS B DEBT |
|
|
AND |
|
PRIVATE BANKS, AND |
|
SECURITIES, |
|
SECURITIES, |
|
|
CER VARIATION |
|
CER VARIATION |
|
MINIMUM 11.5% |
|
MINIMUM 11.5% |
|
|
PERCENTAGE |
|
PERCENTAGE |
|
T.N.A. |
|
T.N.A. |
|
|
EXPRESSED AS T.N.A. |
|
EXPRESSED AS T.N.A. |
|
MAXIMUM 21% T.N.A. |
|
MAXIMUM 21% T.N.A. |
|
|
UP TO A MAXIMUM OF |
|
|
|
|
|
|
|
|
21% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TRUST ASSETS |
|
PERSONAL LOANS |
|
PERSONAL LOANS |
|
PLEDGE LOANS |
|
ASSETS UNDER |
|
|
|
|
|
|
|
|
FINANCIAL LEASES |
|
|
|
|
|
|
|
|
|
BALANCE AS OF 12/31/2006 |
|
Ps. 21,155 |
|
Ps. 13,355 |
|
Ps. 12,409 |
|
Ps. 20,653 |
|
|
|
|
|
|
|
|
|
TOTAL TRANSFERRED
PORTFOLIO |
|
Ps. 97,367 |
|
Ps. 100,000 |
|
Ps. 86,623 |
|
Ps. 150,000 |
|
|
|
|
|
|
|
|
|
A DEBT SECURITIES |
|
F.V. Ps. 77,893 |
|
F.V. Ps. 85,000 |
|
F.V. Ps. 73,629 |
|
F.V. Ps. 127,500 |
|
|
|
|
|
|
|
|
|
B DEBT SECURITIES |
|
F.V. Ps. 9,737 |
|
F.V. Ps. 7,500 |
|
F.V. Ps. 6,930 |
|
F.V. Ps. 12,000 |
|
|
|
|
|
|
|
|
|
CERTIFICATES OF
PARTICIPATION |
|
F.V. Ps. 9,737 |
|
F.V. Ps. 7,500 |
|
F.V. Ps. 6,064 |
|
F.V. Ps. 10,500 |
F-53
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
As of December 31, 2006, the Banks holdings certificates of participation and debt securities
amounted to Ps. 758,520 and Ps. 31,948, respectively; while as of December 31, 2005, they amounted
to Ps. 678,252 and Ps. 6,825, respectively.
b) Trusts created by Tarjeta Cuyanas S.A.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tarjeta |
|
Tarjeta |
|
Tarjetas |
|
Tarjetas |
|
|
|
|
Financial trust |
|
Nevada II |
|
Nevada III |
|
Cuyanas Trust I |
|
Cuyanas Trust II |
|
Creation date |
|
12/01/2004 |
|
05/24/2005 |
|
11/23/2005 |
|
04/04/2006 |
|
|
|
|
|
|
|
|
|
Maturity date |
|
07/22/2007 |
|
02/25/2008 |
|
11/15/2007 |
|
02/15/2008 |
|
|
|
|
|
|
|
|
|
Interest rate |
|
D.S.A: CER +3% |
|
|
|
|
|
|
|
|
Min 8% Max 15% |
|
|
|
|
|
|
|
|
TNA |
|
CER + Margin |
|
D.S. A: 10.95% |
|
D.S. A: 12% |
|
|
|
|
Min 10% |
|
|
|
|
|
|
D.S. B: CER +5% Min 10% Max 20% |
|
Max 20% |
|
D.S."B": 13.50% |
|
D.S.B: 13% |
|
|
TNA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trustee |
|
Banco Patagonia |
|
Banco Patagonia |
|
Equity Trust |
|
Equity Trust |
|
|
S.A. |
|
S.A. |
|
Company |
|
Company |
|
|
|
|
|
|
(Argentina) S.A. |
|
(Argentina) S.A. |
|
|
|
|
|
|
|
|
|
Amount placed |
|
Ps. 16,000 |
|
Ps. 25,000 |
|
Ps. 26,784 |
|
Ps. 37,680 |
|
|
|
|
|
|
|
|
|
A debt securities |
|
Ps. 12,000 |
|
Ps. 19.000 |
|
Ps. 21,427 |
|
Ps. 30,144 |
|
|
|
|
|
|
|
|
|
B debt securities |
|
Ps. 2,400 ** |
|
Ps. |
|
Ps. 2,678 ** |
|
Ps. 3,768 |
|
|
|
|
|
|
|
|
|
Certificates of
Participation |
|
Ps. 1,600 |
|
Ps. 6,000 |
|
Ps. 2,679 |
|
Ps. 3,768 |
|
|
|
|
|
|
|
Tarjetas |
|
Tarjetas |
Financial trust |
|
Cuyanas Trust III |
|
Cuyanas Trust IV |
Creation date |
|
07/14/2006 |
|
11/01/2006 |
|
|
|
|
|
Maturity date |
|
07/15/2008 |
|
11/15/2008 |
|
|
|
|
|
Interest rate |
|
D.S. A: 10.87% |
|
Badlar plus |
|
|
|
|
differential margin |
|
|
D.S."B: 12.75% |
|
2.96% |
|
|
|
|
|
Trustee |
|
Equity Trust |
|
Equity Trust |
|
|
Company |
|
Company |
|
|
(Argentina) S.A. |
|
(Argentina) S.A. |
|
|
|
|
|
Amount placed |
|
Ps. 22,407 |
|
Ps. 68,120 |
|
|
|
|
|
A debt securities |
|
Ps. 17,925 |
|
Ps. 54,495 |
|
|
|
|
|
B debt securities |
|
Ps. 2,241 |
|
Ps. |
|
|
|
|
|
Certificates of
Participation |
|
Ps.2,241 |
|
Ps.13,625 |
|
|
|
(**) |
|
As of December 31, 2006, Class B Debt Securities have been fully settled. |
As of December 31, 2006 and December 31, 2005, Tarjetas Cuyanas S.As holdings of participation
certificates totaled Ps. 28,570 and Ps. 9,182, respectively. Also, no holdings in B debt
certificates were recorded as of the fiscal years end while, as of December 31, 2005, they totaled
Ps. 2,084.
F-54
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
c) Trusts created by Tarjeta Naranja S.A.:
|
|
|
|
|
|
|
|
|
|
|
Tarjeta |
|
Tarjeta |
|
|
Tarjeta |
|
Naranja Trust |
|
Naranja Trust |
Financial trust |
|
Naranja Trust I |
|
II |
|
III |
Creation date |
|
11/07/2005 |
|
02/16/2006 |
|
08/15/2006 |
|
|
|
|
|
|
|
Maturity date |
|
05/20/2008 |
|
12/20/2007 |
|
09/20/2008 |
|
|
|
|
|
|
|
Interest rate |
|
D.S. A: CER VAR + |
|
D.S. A: CER |
|
D.S. A: |
|
|
1.18% or TE + 2% |
|
VAR Maximum |
|
Caps: |
|
|
Maximum 18% |
|
20% Minimum |
|
Minimum 10.5% |
|
|
Minimum 9% |
|
10.5% |
|
nominal annual |
|
|
|
|
|
|
Maximum 20% |
|
|
D.S. B: CER VAR + |
|
D.S. B: |
|
nominal annual |
|
|
2.4% or TE + 3% |
|
Maximum: 21% |
|
D.S. B: |
|
|
Maximum 20% |
|
nominal annual |
|
Caps: |
|
|
Minimum of 11% |
|
|
|
Minimum 11% |
|
|
|
|
|
|
nominal annual |
|
|
|
|
|
|
Maximum 21% |
|
|
|
|
|
|
nominal annual |
|
|
|
|
|
|
|
Amount placed |
|
94,500 |
|
80,000 |
|
139,342 |
|
|
|
|
|
|
|
Type of fiduciary
Debt |
|
Debt securities |
|
Debt securities |
|
Debt securities |
|
|
|
|
|
|
|
Trustee |
|
Equity Trust |
|
Equity Trust |
|
Equity Trust |
|
|
Company |
|
Company |
|
Company |
|
|
(Argentina) S.A. |
|
(Argentina) S.A. |
|
(Argentina) S.A. |
|
|
|
|
|
|
|
ClassA securities |
|
Ps.80,000 |
|
Ps.68,000 |
|
Ps.118,441 |
|
|
|
|
|
|
|
Class B securities |
|
Ps. 7,000 |
|
Ps.6,000 |
|
Ps.10,451 |
|
|
|
|
|
|
|
Certificates of
Participation |
|
Ps. 7,500 |
|
Ps.6,000 |
|
Ps.10,451 |
As of December 31, 2006, Tarjeta Naranja S.A.s holdings of B debt securities and certificates of
participation totaled Ps. 14,711 and Ps. 34,102 respectively; as of December 31, 2005, its holdings
totaled Ps. 5,178 and Ps.18.493, respectively.
d) Trusts created by Tarjeta del Mar S.A.:
|
|
|
|
|
Tarjetas del |
Financial trust |
|
Mar Serie II |
Creation date |
|
10/17/2006 |
|
|
|
Maturity date |
|
1/10/2015 |
|
|
|
Interest rate |
|
D.S.:A 13% |
|
|
D.S.B: 14% |
|
|
D.S.C: 14.50% |
|
|
D.S.D: 15% |
|
|
|
Trustee |
|
Banco de Galicia y |
|
|
Buenos Aires SA |
|
|
|
Amount placed |
|
Ps. 6,000 |
|
|
|
A debt securities |
|
Ps. 1,200 |
|
|
|
B debt securities |
|
Ps. 1,200 |
|
|
|
C debt securities |
|
Ps. 1,200 |
|
|
|
D debt securities |
|
PS. 1,200 |
|
|
|
Certificates of Participation |
|
Ps.1,200 |
F-55
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
As of December 31, 2006 and December 31, 2005, Tarjetas del Mar S.As holdings of certificates
of participation totaled Ps.1,158 and Ps. 800, respectively. As of December 31, 2005, its holding
of B debt securities amounted to Ps. 24.
e) Debt securities received as loan repayment:
|
|
|
CONDITIONS |
|
HYDRO I |
CREATION DATE |
|
10/12/2005 |
|
|
|
MATURITY DATE |
|
09/05/2017 |
|
|
|
TRUSTOR |
|
CONSORCIO DE EMPRESAS |
|
|
MENDOCINAS PARA |
|
|
POTRERILLOS S.A. |
|
|
|
TRUSTEE |
|
BANCO DE GALICIA Y BS. |
|
|
AS. S.A. |
|
|
|
TRUST ASSETS |
|
LOANS FOR ELECTRIC |
|
|
POWER SUPPLY, |
|
|
SUBSIDIES, ROYALTIES, |
|
|
AND INTERESTS. |
|
|
|
RATE (*) |
|
7% T.N.A. UNTIL 09/05/06 |
|
|
AND THEREAFTER |
|
|
VARIABLE T.N.A. EQUAL TO |
|
|
T.E.C + 5% |
|
|
(**) |
|
|
|
SECURITIES RECEIVED |
|
CLASS B DEBT
|
BY THE BANK |
|
SECURITIES F/V $25,523 |
|
|
|
BALANCE AS OF 12/31/2006 |
|
Ps. 25,094 |
|
|
|
BALANCE AS OF 12/31/2005 |
|
Ps. 25,655 |
f) Debt securities acquired as investments:
|
|
|
|
|
EDIFICIO BOUCHARD |
CONDITIONS |
|
PLAZA |
CREATION DATE |
|
12/20/2005 |
|
|
|
MATURITY DATE |
|
06/29/2008 |
|
|
|
TRUSTOR |
|
LUDWING INVESTMENTS |
|
|
S.A. |
|
|
|
TRUSTEE |
|
NACIÓN FIDEICOMISOS |
|
|
S.A. |
|
|
|
TRUST ASSETS |
|
LOANS TRANSFERRED |
|
|
|
RATE (*) |
|
PRIVATE BANK T.E.C. + |
|
|
6.25% T.N.A. |
|
|
(**) |
|
|
|
SECURITIES SUBSCRIBED BY THE BANK |
|
ADDITIONAL DEBT |
|
|
SECURITIES $10,500 |
|
|
|
BALANCE AS OF 12/31/2006 |
|
Ps. 11,327 |
|
|
|
BALANCE AS OF 12/31/2005 |
|
Ps. 10,546 |
|
|
|
(*) |
|
Applicable to debt securities only. |
|
(**) |
|
T.E.C. stands for adjusted survey rate. |
F-56
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Also, as of December 31, 2006, the Bank has recorded other financial trusts acquired as investments
for the amount of Ps. 1,322. As of the prior fiscal years end, these amounted to Ps. 450.
BG Financial Trust
BG Financial Trust was created in December 2005. The Bank transferred to the trustee
(Equity Trust Company (Argentina) S.A.) Ps. 264,426 of loans classified in category 3 in
accordance with the Argentine Central Bank rules or in a lower category, for an amount, net of
allowances, of Ps. 91,290. The Bank received in exchange cash for an equal amount. The debt
securities issued by the trust were fully subscribed by third parties. The Bank has been appointed
Servicer and Collection Manager of the Trust, thus assuming a special management commitment that
will enable the Bank to receive a compensation incentive equal to 55% of the excess of net cash
flows, upon the occurrence of the following: (i) no later than December 31, 2009, the net cash flow
effectively collected equals or exceeds the price paid for the transferred portfolio; and (ii) no
later than December 31, 2012, an IRR equal to or greater than 18% is reached. In the event the two
objectives of the special management commitment fail to be met, a penalty equal to the difference
shall be paid to the trustee.
34. Segment Reporting.
The Bank has disclosed its segment information in accordance with the Statement of Financial
Accounting Standards 131, Disclosures about Segments of an Enterprise and Related Information.
Operating segments are defined as components of an enterprise about which separate financial
information is available and which is regularly reviewed by the chief operating decision maker in
deciding how to allocate resources and in assessing performance. Reportable segments consist of one
or more operating segments with similar economic characteristics, distribution systems and
regulatory environments. The information provided for Segment Reporting is based on internal
reports used by management.
The following summarizes the aggregation of Grupo Galicias operating segments into reportable
segments:
Grupo Galicia: includes the income and expenses of the Holding Company, not attributable to
its subsidiaries, except for goodwill amortization.
Insurance: includes the results of Grupo Galicias equity interest in insurance companies
(including the 12.5% interest owned by the Bank). As of December 31, 2006 and 2005, Grupo Galicia
maintained, through its subsidiary Sudamericana Holding S.A., controlling interests in Galicia Vida
Compañía de Seguros S.A., Galicia Retiro Compañía de Seguros S.A., Instituto de Salta Seguros de
Vida S.A., Galicia Patrimoniales Compañía de Seguros S.A., Sudamericana Asesores de Seguros S.A.
and Medigap Salud S.A..
Other Grupo Businesses: includes the results of the business of Galicia Warrants S.A., Net
Investment S.A. and its subsidiaries (in both cases, including the 12.5% interest of the Bank) and
Galval.
Buenos Aires Metropolitan Branches: corresponds to the results of the Banks operations
conducted with large corporations, small and medium-sized companies and individuals in
F-57
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
branches located in the Federal Capital and Greater Buenos Aires (where the relatively greater
economic activity occurs).
Rest of the Country Branches: this segment includes the results of the Banks operations
with large corporations, small and medium-sized companies and individuals in the branches located
in the rest of the country.
Head Office: includes the results of the Banks operations with customers (large
corporations, small and medium-sized companies and individuals) located in it, as well as the
results of operations with the national and provincial public sectors.
Regional Credit Card: includes the results of Tarjetas Regionales S.A. and the regional
credit-card companies. As of December 31, 2006 and 2005, the Bank maintained, through its
subsidiary Tarjetas Regionales S.A., controlling interests in Tarjeta Naranja S.A. (80%) in the
province of Córdoba, Tarjetas Cuyanas S.A. (60%) in the province of Mendoza, and Tarjetas del Mar
(100%) in the Province of Buenos Aires, excluding the Greater Buenos Aires area.
International: includes the results of operations conducted through Banco Galicia Uruguay,
Galicia (Cayman) Ltd. and the Cayman branch as of March 2006, except for the operations carried out
with customers located in some of the regions mentioned above.
Other Financial Businesses: includes mainly the results of the business of Galicia Capital
Markets S.A., Galicia Valores S.A. Sociedad de Bolsa, Agro Galicia S.A. and Galicia Factoring y
Leasing S.A. Consolidation of the financial statements of Galicia Capital Markets S.A. (in
liquidation) and Agro Galicia S.A. (in liquidation) has been discontinued during the previous
fiscal year, as a result of their anticipated dissolution having been decided.
Other Equity Investments: includes the results of the investments made by the Bank as
minority interest in a variety of infrastructure and public utility services companies.
Overhead and Corporate Adjustments: includes the results of the operations that cannot be
allocated to the segments mentioned above and the results of the operations conducted between the
aforementioned segments.
F-58
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
The Group evaluates segment performance based on net income. The table below shows the segment
information for continuing operations for the fiscal years ended December 31, 2006, 2005 and 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grupo Galicia |
|
|
|
|
|
|
Buenos |
|
Rest of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overhead |
|
|
|
|
|
|
|
|
Aires |
|
the |
|
|
|
|
|
Regional |
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
Grupo |
|
Metropolitan |
|
Country |
|
Head |
|
Credit |
|
Interna- |
|
Financial |
|
Other Equity |
|
|
|
|
|
Other Grupo |
|
Corporate |
|
Consolidated |
|
|
Galicia |
|
Branches |
|
Branches |
|
Office |
|
Cards |
|
tional |
|
Businesses |
|
Investments |
|
Insurance |
|
Businesses |
|
Adjustments |
|
Total |
Year ended December 31, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Financial Income
/ (Loss) |
|
|
118,407 |
|
|
|
263,509 |
|
|
|
176,497 |
|
|
|
(436,718 |
) |
|
|
157,474 |
|
|
|
32,339 |
|
|
|
(1,057 |
) |
|
|
|
|
|
|
17,049 |
|
|
|
472 |
|
|
|
50,252 |
|
|
|
378,224 |
|
Net Income / (Loss) from
Services |
|
|
|
|
|
|
231,030 |
|
|
|
147,759 |
|
|
|
89,554 |
|
|
|
289,798 |
|
|
|
969 |
|
|
|
2,732 |
|
|
|
|
|
|
|
|
|
|
|
7,870 |
|
|
|
(97,711 |
) |
|
|
672,001 |
|
Provision for Loan Losses |
|
|
|
|
|
|
18,124 |
|
|
|
19,857 |
|
|
|
(21,285 |
) |
|
|
53,239 |
|
|
|
2,121 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
38,811 |
|
|
|
110,869 |
|
Operating Income |
|
|
118,407 |
|
|
|
476,415 |
|
|
|
304,399 |
|
|
|
(325,879 |
) |
|
|
394,033 |
|
|
|
31,187 |
|
|
|
1,674 |
|
|
|
|
|
|
|
17,049 |
|
|
|
8,341 |
|
|
|
(86,270 |
) |
|
|
939,356 |
|
Operating Expenses |
|
|
10,466 |
|
|
|
333,739 |
|
|
|
239,984 |
|
|
|
102,700 |
|
|
|
263,789 |
|
|
|
16,582 |
|
|
|
1,635 |
|
|
|
|
|
|
|
11,234 |
|
|
|
7,340 |
|
|
|
(12,905 |
) |
|
|
974,564 |
|
Other Income / (Loss) |
|
|
(1,085 |
) |
|
|
1,674 |
|
|
|
1,718 |
|
|
|
(2,811 |
) |
|
|
20,666 |
|
|
|
34,454 |
|
|
|
2,573 |
|
|
|
(16,777 |
) |
|
|
6,910 |
|
|
|
791 |
|
|
|
81,435 |
|
|
|
129,548 |
|
Minority Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,124 |
) |
|
|
(6,304 |
) |
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
11,415 |
|
|
|
(19,016 |
) |
Pre-tax Income / (Loss) |
|
|
106,856 |
|
|
|
144,350 |
|
|
|
66,133 |
|
|
|
(431,390 |
) |
|
|
126,786 |
|
|
|
42,755 |
|
|
|
2,612 |
|
|
|
(16,777 |
) |
|
|
12,722 |
|
|
|
1,792 |
|
|
|
19,485 |
|
|
|
75,324 |
|
Income tax provision |
|
|
45,645 |
|
|
|
153 |
|
|
|
70 |
|
|
|
(458 |
) |
|
|
55,889 |
|
|
|
239 |
|
|
|
399 |
|
|
|
|
|
|
|
3,697 |
|
|
|
864 |
|
|
|
(12,260 |
) |
|
|
94,238 |
|
Net Income / (Loss) |
|
|
61,211 |
|
|
|
144,197 |
|
|
|
66,063 |
|
|
|
(430,932 |
) |
|
|
70,897 |
|
|
|
42,516 |
|
|
|
2,213 |
|
|
|
(16,777 |
) |
|
|
9,025 |
|
|
|
928 |
|
|
|
31,745 |
|
|
|
(18,914 |
) |
Net Income as a
Percentage of
Consolidated Net Income |
|
|
(324 |
%) |
|
|
(762 |
%) |
|
|
(349 |
%) |
|
|
2,278 |
% |
|
|
(375 |
%) |
|
|
(225 |
%) |
|
|
(12 |
%) |
|
|
89 |
% |
|
|
(48 |
%) |
|
|
(5 |
%) |
|
|
(168 |
%) |
|
|
100 |
% |
Average Loans of private
sector |
|
|
|
|
|
|
1,981,416 |
|
|
|
1,908,564 |
|
|
|
993,569 |
|
|
|
1,149,257 |
|
|
|
448,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,481,513 |
|
Average Deposits |
|
|
|
|
|
|
4,042,898 |
|
|
|
2,592,661 |
|
|
|
2,134,970 |
|
|
|
|
|
|
|
357,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
374,280 |
|
|
|
9,502,466 |
|
F-59
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grupo Galicia |
|
|
|
|
|
|
Buenos |
|
Rest of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overhead |
|
|
|
|
|
|
|
|
Aires |
|
the |
|
|
|
|
|
Regional |
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
Grupo |
|
Metropolitan |
|
Country |
|
Head |
|
Credit |
|
Interna- |
|
Financial |
|
Other Equity |
|
|
|
|
|
Other Grupo |
|
Corporate |
|
Consolidated |
|
|
Galicia |
|
Branches |
|
Branches |
|
Office |
|
Cards |
|
tional |
|
Businesses |
|
Investments |
|
Insurance |
|
Businesses |
|
Adjustments |
|
Total |
Year ended December 31, 2005: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Financial Income
/ (Loss) |
|
|
9,889 |
|
|
|
158,176 |
|
|
|
106,411 |
|
|
|
11,344 |
|
|
|
134,773 |
|
|
|
107,382 |
|
|
|
(1,316 |
) |
|
|
|
|
|
|
17,249 |
|
|
|
148 |
|
|
|
8,647 |
|
|
|
552,703 |
|
Net Income / (Loss) from
Services |
|
|
|
|
|
|
189,877 |
|
|
|
109,930 |
|
|
|
69,731 |
|
|
|
206,122 |
|
|
|
1,254 |
|
|
|
2,743 |
|
|
|
|
|
|
|
(6,853 |
) |
|
|
5,287 |
|
|
|
(54,326 |
) |
|
|
523,765 |
|
Provision for Loan Losses |
|
|
|
|
|
|
14,019 |
|
|
|
1,172 |
|
|
|
(80,857 |
) |
|
|
28,196 |
|
|
|
3,634 |
|
|
|
93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110,473 |
|
|
|
76,730 |
|
Operating Income |
|
|
9,889 |
|
|
|
334,034 |
|
|
|
215,169 |
|
|
|
161,932 |
|
|
|
312,699 |
|
|
|
105,002 |
|
|
|
1,334 |
|
|
|
|
|
|
|
10,396 |
|
|
|
5,435 |
|
|
|
(156,152 |
) |
|
|
999,738 |
|
Operating Expenses |
|
|
12,881 |
|
|
|
251,552 |
|
|
|
170,943 |
|
|
|
139,545 |
|
|
|
179,294 |
|
|
|
18,347 |
|
|
|
1,459 |
|
|
|
|
|
|
|
11,641 |
|
|
|
4,382 |
|
|
|
(9,076 |
) |
|
|
780,968 |
|
Other Income / (Loss) |
|
|
(137,684 |
) |
|
|
1,504 |
|
|
|
893 |
|
|
|
(171,976 |
) |
|
|
7,693 |
|
|
|
195,448 |
|
|
|
3,943 |
|
|
|
16 |
|
|
|
12,839 |
|
|
|
(2,043 |
) |
|
|
31,746 |
|
|
|
(57,621 |
) |
Minority Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21,180 |
) |
|
|
(3,995 |
) |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(9,433 |
) |
|
|
(34,609 |
) |
Pre-tax Income / (Loss) |
|
|
(140,676 |
) |
|
|
83,986 |
|
|
|
45,119 |
|
|
|
(149,589 |
) |
|
|
119,918 |
|
|
|
278,108 |
|
|
|
3,818 |
|
|
|
16 |
|
|
|
11,593 |
|
|
|
(990 |
) |
|
|
(124,763 |
) |
|
|
126,540 |
|
Income tax provision |
|
|
(32,383 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,807 |
|
|
|
|
|
|
|
300 |
|
|
|
|
|
|
|
342 |
|
|
|
584 |
|
|
|
(6,348 |
) |
|
|
19,302 |
|
Net Income / (Loss) |
|
|
(108,293 |
) |
|
|
83,986 |
|
|
|
45,119 |
|
|
|
(149,589 |
) |
|
|
63,111 |
|
|
|
278,108 |
|
|
|
3,518 |
|
|
|
16 |
|
|
|
11,251 |
|
|
|
(1,574 |
) |
|
|
(118,415 |
) |
|
|
107,238 |
|
Net Income as a
Percentage of
Consolidated Net Income |
|
|
(101 |
%) |
|
|
78 |
% |
|
|
42 |
% |
|
|
(139 |
%) |
|
|
59 |
% |
|
|
259 |
% |
|
|
3 |
% |
|
|
|
|
|
|
10 |
% |
|
|
(1 |
%) |
|
|
(110 |
%) |
|
|
100 |
% |
Average Loans of private
sector |
|
|
|
|
|
|
1,352,655 |
|
|
|
1,333,721 |
|
|
|
893,892 |
|
|
|
801,553 |
|
|
|
525,308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,907,129 |
|
Average Deposits |
|
|
|
|
|
|
2,975,161 |
|
|
|
1,945,808 |
|
|
|
2,077,205 |
|
|
|
|
|
|
|
572,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,874 |
) |
|
|
7,557,171 |
|
F-60
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grupo Galicia |
|
|
|
|
|
|
Buenos |
|
Rest of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overhead |
|
|
|
|
|
|
|
|
Aires |
|
the |
|
|
|
|
|
Regional |
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
Grupo |
|
Metropolitan |
|
Country |
|
Head |
|
Credit |
|
Interna- |
|
Financial |
|
Other Equity |
|
|
|
|
|
Other Grupo |
|
Corporate |
|
Consolidated |
|
|
Galicia |
|
Branches |
|
Branches |
|
Office |
|
Cards |
|
tional |
|
Businesses |
|
Investments |
|
Insurance |
|
Businesses |
|
Adjustments |
|
Total |
Year ended December 31, 2004: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Financial Income
/ (Loss) |
|
|
13,085 |
|
|
|
93,812 |
|
|
|
75,320 |
|
|
|
(158,612 |
) |
|
|
93,752 |
|
|
|
190,407 |
|
|
|
24 |
|
|
|
|
|
|
|
11,889 |
|
|
|
275 |
|
|
|
(95,811 |
) |
|
|
224,141 |
|
Net Income / (Loss) from
Services |
|
|
|
|
|
|
159,087 |
|
|
|
85,641 |
|
|
|
54,156 |
|
|
|
188,783 |
|
|
|
761 |
|
|
|
2,751 |
|
|
|
|
|
|
|
(4,697 |
) |
|
|
4,176 |
|
|
|
(54,365 |
) |
|
|
436,293 |
|
Provision for Loan Losses |
|
|
|
|
|
|
(24,872 |
) |
|
|
(22,889 |
) |
|
|
(169,419 |
) |
|
|
20,515 |
|
|
|
86,748 |
|
|
|
71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300,078 |
|
|
|
190,232 |
|
Operating Income / (Loss) |
|
|
13,085 |
|
|
|
277,771 |
|
|
|
183,850 |
|
|
|
(64,963 |
) |
|
|
262,020 |
|
|
|
104,420 |
|
|
|
2,704 |
|
|
|
|
|
|
|
7,192 |
|
|
|
4,451 |
|
|
|
450,254 |
|
|
|
470,202 |
|
Operating Expenses |
|
|
13,462 |
|
|
|
224,267 |
|
|
|
150,609 |
|
|
|
74,719 |
|
|
|
125,430 |
|
|
|
20,491 |
|
|
|
3,442 |
|
|
|
|
|
|
|
13,535 |
|
|
|
5,626 |
|
|
|
(7,641 |
) |
|
|
623,940 |
|
Other Income / (Loss) |
|
|
(2,904 |
) |
|
|
4,134 |
|
|
|
3,030 |
|
|
|
(242,381 |
) |
|
|
11,982 |
|
|
|
58,449 |
|
|
|
8,394 |
|
|
|
154 |
|
|
|
11,154 |
|
|
|
(424 |
) |
|
|
250,399 |
|
|
|
101,987 |
|
Minority Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,893 |
) |
|
|
(16,099 |
) |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,687 |
|
|
|
(14,302 |
) |
Pre-tax Income / (Loss) |
|
|
(3,281 |
) |
|
|
57,638 |
|
|
|
36,271 |
|
|
|
(252,137 |
) |
|
|
125,679 |
|
|
|
126,279 |
|
|
|
7,659 |
|
|
|
154 |
|
|
|
4,811 |
|
|
|
(1,599 |
) |
|
|
(167,257 |
) |
|
|
(66,053 |
) |
Income tax provision |
|
|
12,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,589 |
|
|
|
|
|
|
|
215 |
|
|
|
|
|
|
|
565 |
|
|
|
476 |
|
|
|
|
|
|
|
43,818 |
|
Net Income / (Loss) |
|
|
(16,254 |
) |
|
|
57,638 |
|
|
|
36,271 |
|
|
|
(252,137 |
) |
|
|
96,090 |
|
|
|
126,279 |
|
|
|
7,444 |
|
|
|
154 |
|
|
|
4,246 |
|
|
|
(2,075 |
) |
|
|
(167,527 |
) |
|
|
(109,871 |
) |
Net Income / (Loss) as a
Percentage of
Consolidated Net Loss |
|
|
15 |
% |
|
|
(53 |
%) |
|
|
(33 |
%) |
|
|
230 |
% |
|
|
(87 |
%) |
|
|
(115 |
%) |
|
|
(7 |
%) |
|
|
|
|
|
|
(4 |
%) |
|
|
2 |
% |
|
|
152 |
% |
|
|
100 |
% |
Average Loans of private
sector |
|
|
|
|
|
|
1,000,728 |
|
|
|
1,009,655 |
|
|
|
718,201 |
|
|
|
574,293 |
|
|
|
818,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,121,173 |
|
Average Deposits |
|
|
|
|
|
|
2,383,718 |
|
|
|
1,657,770 |
|
|
|
1,284,934 |
|
|
|
|
|
|
|
538,327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,399 |
) |
|
|
5,858,350 |
|
F-61
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
35. Capital Increase.
At the Ordinary and Extraordinary Shareholders Meeting held on October 11, 2006, Banco Galicias
shareholders resolved to increase the capital stock in an amount of up to Ps. 100,000 nominal
value, in order to increase it up to Ps. 568,662, through the issuance of up to 100,000,000
ordinary book-entry Class B shares with one vote per share and a nominal value of Ps. 1 each.
The new shares can be subscribed, at the option of the subscriber, in cash or in Negotiable
Obligations due in 2010, 2014 and 2019.
At the meeting, the shareholders approved the principal values at which the negotiable obligations
shall be received and delegated to the Board of Directors, among others, the power to update these
values to the closest date to the commencement of the subscription period, taking into
consideration that these values must be approved by the C.N.V. and that they may not exceed the
values set forth by Resolution No. 466 of said Entity. The aforementioned values updated as of
November 10, 2006, expressed in U.S. dollars per 100 dollars of face value of principal at origin
and taking into account the aforementioned limits, are the following:
Face value US$ 100 Negotiable Obligations due in 2010: US$ 87.500
Face value US$ 100 Negotiable Obligations due in 2014: US$ 92.603
Face value US$ 100 Negotiable Obligations due in 2019: US$ 115.184
In the case of the Negotiable Obligations due in 2019, the principal amount includes capitalized
interests. In the case of the Negotiable Obligations due in 2010, should any principal amortization
have occurred, the corresponding amount shall be subtracted from the value set for the principal.
Interest payable in cash accrued from the maturity date of the last interest coupon until the end
of the preemptive rights subscription period, or any other period that may be determined by the
regulators, will be added to the values set in each case.
For the conversion into pesos of the currency of denomination of the Negotiable Obligations, the
shareholders set the forth the exchange rate to be applied at of Ps. 3.0670 for each U.S. dollar,
pursuant to the provisions of Resolution No. 466 of the C.N.V.
The shareholders set the issuance premium at an amount that, added to the nominal value of the
share, will represent a subscription price equal to the weighted average of the quotation value of
the Banco Galicias share on the Buenos Aires Stock Exchange for the 20 business days, in which
there has been a quotation of the Banco Galicias share prior to the date of determination of the
subscription price. The subscription price will be announced on the business day preceding the
commencement of the subscription period.
The shareholders delegated to the Board of Directors of Banco Galicia the power to determine a
reference price and the exact subscription price.
Regarding
the use of proceeds, it was established at the Shareholders Meeting that the cash
received will be used to increase working capital and that the Negotiable Obligations will be used
for the partial reduction of the liabilities reflected by such instruments.
The final authorization from the pertinent agencies is in progress.
F-62
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
36. Prior Fiscal Year Adjustments
On January 30, 2004, the Argentine Central Bank released Communiqué A 4084 establishing a change
of criterion for the valuation of public-sector assets.
The most significant changes included the treatment applicable to assets delivered as collateral
for advances from the Argentine Central Bank for the acquisition of the bonds envisaged in Sections
10, 11 and 12 of Decree No. 905/02. At the Banks option, these assets were recorded at the value
admitted for their use as collateral, under the terms of Section 15 of the above-mentioned Decree
and Argentine Central Bank regulations.
The effect of this modification was recorded by the Bank under Prior Fiscal Year Adjustments in
the amount of Ps. 30,893, as established by the Argentine Central Bank.
At the end of fiscal year 2003, in accordance with the regulations in force at that date, the Bank
had recorded an asset for the difference arising from application of the salary variation ratio
(CVS) instead of the CER index to certain financings, for Ps. 102,705.
In view of the lack of resolution on this issue, as of December 31, 2004, the Bank wrote said
assets off against prior fiscal year results, for Ps. 76,791, in accordance with the criterion
established by the Argentine Central Bank regulations, and against reserves previously established
for such purpose, for the remaining amount.
During 2004, the Bank recorded prior year adjustments. The consolidated Grupo Galicias prior year
adjustments due to the following changes in accounting criterion established by the Argentine
Central Bank are as follows:
|
|
|
|
|
|
|
Adjustment to prior |
Assets |
|
year results |
Bogar Bonds |
|
|
61,585 |
|
External Notes |
|
|
(32,673 |
) |
CER/CVS compensation |
|
|
(71,866 |
) |
|
|
|
|
|
Total |
|
|
(42,954 |
) |
37. Subsequent events
a) Banco Galicia
a.1) After December 31, 2006 and mainly through the sale of public sector assets, the Bank repaid
in advance all of its debt for financial assistance received from the Argentine Central Bank during
the economic crisis of late 2001 and early 2002, which was originally due on October 2011.
a.2) On January 17, 2007, an agreement for the creation of a trust called Fideicomiso Financiero
Galicia Personales IV was entered into, by the Bank, acting as Trustor and Administrator and
Deutsche Bank
S.A. acting as Financial Trustee. Banco Galicia transferred to the Trust a portfolio of personal
loans in an amount of Ps.100,000.
On January 30, 2007, the Trust issued Class A debt securities for a face value of Ps. 85,000,
Class B debt securities for a face value of Ps. 8,000 and participation certificates for a face
value of Ps. 7,000.
F-63
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
a.3) On April 13, 2007, an agreement for the creation of a trust called Galicia Personales V
Financial Trust was entered into by the Bank, acting as Trustor and Administrator, and Deutsche
Bank S.A. acting as Financial Trustee. The Bank transferred to the Trust a portfolio of personal
loans for an amount of Ps. 150,000.
On April 24, 2007, the Trust issued Class A Debt Securities for a face value of Ps. 127,500,
Class B Debt Securities for a face value of Ps. 12,000 and Participation Certificates for a face value of
Ps.10,500.
a.4) On December 13, 2006, the Bank requested from the Argentine Central Bank the advance set forth
in section 29 subsection g) of Decree No. 905/02 in order to fund the acquisition of the
remainder of the Hedge Bond for US$ 116,797 of face value of Boden 2012 Bonds and the simultaneous
settlement of such liability on the date of its execution, by means of Ps. 163,516 of face value of
Bogar Bonds granted as collateral.
In February 2007, since this request had not been granted, the Bank requested from the Argentine
Central Bank the acquisition of these securities in cash as well as the simultaneous release of the
assets allocated as collateral. Based on said decision, the valuation of such assets pursuant to
Communiqué A 3911 and supplementary regulations for assets not allocated as collateral generated
a Ps. 31,960 reduction in their book value.
Through a note dated March 30, 2007, the Argentine Central Bank informed the Bank that the Boden
2012 Bonds had to be acquired through a swap for Secured Loans, in accordance with the direct swap
alternative set forth in the second to last paragraph of the abovementioned section of Decree No.
905/02. Thus, on April 9, 2007, the Bank requested the acquisition of such Boden through a swap of
Ps. 115,925 of face value of Secured Loans. The swap for public-sector assets, instead of the
abovementioned advance, caused a Ps. 32,794 increase in the acquisition cost of the remaining Hedge
Bond. This transaction was completed on April 24, 2007.
a.5) The Shareholders Meeting held on April 26, 2007 resolved the partial absorption of the
negative balance of the Retained Earnings account for Ps. 126,203 against the Discretionary
Reserve of Ps. 100,457.
b) Tarjetas Cuyanas
On April 18, 2007, the companys Board of Directors approved the issuance of the 18th
Series of Negotiable Obligations for a face value of up to US$ 65,000, maturing in up to 5 years
after the issuance date. On June 7, 2007, the company issued said negotiable obligation.
38. Differences between the Argentine Central Banks regulations and Argentine GAAP in the
Autonomous City of Buenos Aires.
On August 10, 2005, the Professional Council in Economic Sciences of the Autonomous City of Buenos
Aires (C.P.C.E.C.A.B.A.) passed CD Resolution No. 93/2005, which adopts Technical Resolutions 6
to 22 issued by FACPCE as the Argentine GAAP; said resolutions were amended with the purpose of
unifying the Argentine GAAP and the interpretation of the accounting and auditing standards 1 to 4.
The abovementioned resolution is effective for fiscal years commencing on and after January 1, 2006. On
December 29, 2005, the C.N.V., adopted with certain amendments, C.P.C.E.C.A.B.A.s C.D. 93/2005.
Subsequently, on June 26, 2006, and through C.D. Resolution No. 42/2006, the C.P.C.E.C.A.B.A.
approved Technical Resolution No. 23 of the F.A.C.P.C.E., in mandatory force and effect for fiscal
years starting July 1, 2006, its application in fiscal years commencing at an earlier date being
admitted.
F-64
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
At the date these financial statements were prepared, the Argentine Central Bank had not yet
adopted these regulations. For this reason, the Bank has prepared its financial statements without
considering the new valuation and disclosure criteria added to Argentine GAAP in force in the
Autonomous City of Buenos Aires.
The main differences between the Argentine Central Banks regulations and Argentine GAAP are
detailed below:
Investment securities
As of December 31, 2006 and 2005, Grupo Galicia had classified as investment securities, the
portion of its Boden 2012 Bonds received in compensation from the Argentine Central Bank. These
securities are recorded at face value and increased on the basis of interest accrued under the
relative terms and conditions, and the balance in foreign currency is converted into pesos at the
reference exchange rate published by the Argentine Central Bank on the last business day of the
fiscal year. Under Argentine GAAP applicable to enterprises in general, these securities should be
marked to market with the resulting gain or loss reflected in the income statement.
At the date of preparation of these financial statements, the market value of the Boden 2012 Bonds
was approximately 95% of their face value.
Compensation to be received from the national government
As of December 31, 2006 and 2005, the Group had accounted for Boden 2012 Bonds recognizing the
right to receive in compensation from the Argentine Central Bank, as Compensation to be Received
from the National Government, under Other Receivables Resulting from Financial Brokerage. These
assets were recorded at face value, increased on the basis of interest accrued under the relative
terms and conditions, and the balance in foreign currency was converted into pesos at the exchange
rate published by the Argentine Central Bank on the last business day of the fiscal year. Under
Argentine GAAP, these assets should be accounted for at the market value of the securities to be
received with the resulting gain or loss reflected in the income statement.
Secured loans
On November 6, 2001, the Bank and the Companies controlled by Sudamericana Holding S.A.
participated in the exchange offered by the National Government, swapping national government
securities for Secured Loans which, as of December 31, 2006 and December 31, 2005, were recorded
under Loans Non-Financial Public Sector. Furthermore, the Bank exchanged with the Fondo
Fiduciario para el Desarrollo Provincial (FFDP) loans to provincial governments for Bogar Bonds
which, as of December 31, 2006 and December 31, 2005, were recorded under Government Securities
without quotation.
As of such dates, the Bank valued both assets at the lower of present or face value, as established
by Argentine Central Bank regulations, except for those used as collateral for the advance for the
acquisition of the Hedge Bond, which were recorded at the value admitted for assets used for such
purposes.
Under the provisions of CD Resolution No. 290/01 of the CPCECABA, the restructured assets should
have been valued as follows:
F-65
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
-National secured loans: based upon the respective market quotations of the securities exchanged
as of November 6, 2001, which as from that date are considered to be the acquisition cost, if
corresponding, plus interest accrued at the internal rate of return until the end of each period.
This asset is allocated as collateral for the financial assistance from the Argentine Central Bank
and their proceeds are expected to be used to settle those debts.
At the issue date of these financial statements, their estimated realizable value exceeds their
book value by approximately Ps. 19,300.
- Bogar Bonds: at market value. The difference between the latter and book value is detailed in
Note 2.3.
Accounting disclosure of effects generated by court decisions on deposits
As of December 31, 2006, the Group carried assets of Ps. 367,221 under Intangible Assets
Organization and Development Expenses, for the residual value of the differences resulting from
compliance with court decisions on reimbursement of deposits within the framework of Law No.
25,561, Decree No. 214/02 and complementary regulations. Under professional accounting standards,
such assets may be recorded as a receivable and its valuation should be based upon the best
estimate of the recoverable amounts.
Conversion of financial statements
The conversion into pesos of the financial statements of the foreign branches and subsidiaries for
the purpose of their consolidation with Banco Galicias financial statements, made in accordance
with Argentine Central Bank regulations differ from Argentine GAAP (Technical Pronouncement No.
18). Argentine GAAP requires that:
a) The measurements in the financial statements that are stated in fiscal year-end foreign currency
(current values, recoverable values) be converted into pesos at the balance sheet date exchange
rate; and
b) The measurements that are stated in foreign currency of periods predating the closing date (for
example: those which represent historical costs, income, expenses) in the financial statements be
converted into pesos at the pertinent historical exchange rates, restated at fiscal year-end
currency due
to the application of Technical Pronouncement No. 17. Quotation differences arising from conversion
of the financial statements are treated as financial income or losses, as the case may be.
The application of this criterion instead of that mentioned in Note 2.2 does not have a significant
impact on Banco Galicias financial statements.
Allowance for loan losses Non-financial public sector
Current Argentine Central Bank regulations on the establishment of allowances provide that
receivables from the public sector are not subject to allowances for uncollectibility risk. Under
Argentine GAAP, those allowances must be estimated based on the recoverability risk of those
assets.
Discount Bonds and GDP-Linked Units
Pursuant to Argentine GAAP, these assets must be valued separately and at their market price, less
estimated selling costs. Note 2.3 states the effect resulting from the differences in the valuation
criteria.
F-66
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Accounting for income tax according to the deferred tax method
The Bank determines the Income Tax charge by applying the statutory tax rate to the estimated
taxable income, without considering the effect of any temporary differences between accounting and
tax results.
Under Argentine GAAP, income tax must be recognized using the deferred tax method and, therefore,
deferred tax assets or liabilities must be established based on the aforementioned temporary
differences. In addition, unused tax loss carryforwards or fiscal credits that may be offset
against future taxable income should be recognized as deferred assets, provided that taxable income
is likely to be generated.
39. Summary of Significant Differences between Argentine Central Bank Rules and United States
Accounting Principles.
The following is a description of the significant differences between Argentine Banking GAAP and
the generally accepted accounting principles in the United States (U.S. GAAP). References below
to SFAS are to United States Statements of Financial Accounting Standards.
a. Income tax
Argentine Central Bank regulations do not require the recognition of deferred tax assets and
liabilities and, therefore, income taxes for Banco Galicia are recognized on the basis of amounts
due in accordance with Argentine tax regulations. However, Grupo Galicia and Grupo Galicias
non-bank subsidiaries apply the deferred income tax method. As a result, Grupo Galicia and its
non-banking subsidiaries have recognized a deferred tax asset as of December 31, 2006 and 2005.
For the purposes of U.S. GAAP reporting, Grupo Galicia applies SFAS No. 109 Accounting for
Income Taxes. Under this method, income tax is recognized based on the assets and liability method
whereby deferred tax assets and liabilities are established for temporary differences between the
financial reporting and tax basis of the Grupo Galicias assets and liabilities. Deferred tax
assets are recognized if it is more likely than not that such assets will be realized.
F-67
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Deferred tax assets (liabilities) are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
|
SFAS 109 |
|
|
|
|
|
|
|
|
|
applied to |
|
|
SFAS 109 applied |
|
|
|
|
|
|
Argentine GAAP |
|
|
to U.S. GAAP |
|
|
|
|
|
|
balances |
|
|
adjustments |
|
|
SFAS 109 |
|
Deferred tax assets |
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses private sector |
|
|
112,745 |
|
|
|
16,031 |
|
|
|
128,776 |
|
Compensation and Hedge Bond |
|
|
|
|
|
|
81,654 |
|
|
|
81,654 |
|
Amortization of intangible assets |
|
|
59,305 |
|
|
|
|
|
|
|
59,305 |
|
Compensation to be received related to the payment of deposits |
|
|
|
|
|
|
128,527 |
|
|
|
128,527 |
|
Impairment of fixed assets and foreclosed assets |
|
|
|
|
|
|
21,551 |
|
|
|
21,551 |
|
Debt restructure |
|
|
|
|
|
|
111,217 |
|
|
|
111,217 |
|
Provision for contingencies |
|
|
43,554 |
|
|
|
|
|
|
|
43,554 |
|
Loss carry forward |
|
|
538,956 |
|
|
|
|
|
|
|
538,956 |
|
|
|
|
|
|
|
|
|
|
|
Total gross deferred tax assets |
|
Ps. |
754,560 |
|
|
Ps. |
358,980 |
|
|
Ps. |
1,113,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Provincial public debt / Discount Bond |
|
Ps. |
189,228 |
|
|
Ps. |
(93,959 |
) |
|
Ps. |
95,269 |
|
Liabilities |
|
|
5,555 |
|
|
|
|
|
|
|
5,555 |
|
Others |
|
|
53,985 |
|
|
|
(3,379 |
) |
|
|
50,606 |
|
|
|
|
|
|
|
|
|
|
|
Total gross deferred tax liabilities |
|
Ps. |
248,768 |
|
|
Ps. |
(97,338 |
) |
|
Ps. |
151,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred income tax asset before valuation allowance |
|
Ps. |
505,792 |
|
|
Ps. |
456,318 |
|
|
Ps. |
962,110 |
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance |
|
|
(590,756 |
) |
|
|
|
|
|
|
(590,756 |
) |
|
|
|
|
|
|
|
|
|
|
Net deferred income tax |
|
Ps. |
(84,964 |
) |
|
Ps. |
456,318 |
|
|
Ps. |
371,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 |
|
|
|
SFAS 109 |
|
|
|
|
|
|
|
|
|
applied to |
|
|
SFAS 109 applied |
|
|
|
|
|
|
Argentine GAAP |
|
|
to U.S. GAAP |
|
|
|
|
|
|
balances |
|
|
adjustments |
|
|
SFAS 109 |
|
Deferred tax assets |
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses private sector |
|
|
138,896 |
|
|
|
(1,257 |
) |
|
|
137,639 |
|
Compensation and Hedge Bond |
|
|
|
|
|
|
339,371 |
|
|
|
339,371 |
|
Amortization of intangible assets |
|
|
62,914 |
|
|
|
|
|
|
|
62,914 |
|
Compensation to be received related to the payment of deposits |
|
|
|
|
|
|
121,722 |
|
|
|
121,722 |
|
Impairment of fixed assets and foreclosed assets |
|
|
|
|
|
|
22,040 |
|
|
|
22,040 |
|
Debt restructure |
|
|
|
|
|
|
135,441 |
|
|
|
135,441 |
|
Provision for contingencies |
|
|
57,323 |
|
|
|
|
|
|
|
57,323 |
|
Others |
|
|
55,674 |
|
|
|
(15,695 |
) |
|
|
39,979 |
|
Loss carry forward |
|
|
871,093 |
|
|
|
|
|
|
|
871,093 |
|
|
|
|
|
|
|
|
|
|
|
Total gross deferred tax assets |
|
Ps. |
1,185,900 |
|
|
Ps. |
601,622 |
|
|
Ps. |
1,787,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Provincial public debt / Discount Bond |
|
Ps. |
334,983 |
|
|
Ps. |
(294,166 |
) |
|
Ps. |
40,817 |
|
Liabilities |
|
|
9,831 |
|
|
|
|
|
|
|
9,831 |
|
|
|
|
|
|
|
|
|
|
|
Total gross deferred tax liabilities |
|
Ps. |
344,814 |
|
|
Ps. |
(294,166 |
) |
|
Ps. |
50,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred income tax asset before valuation allowance |
|
Ps. |
841,086 |
|
|
Ps. |
895,788 |
|
|
Ps. |
1,736,874 |
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance |
|
|
(789,257 |
) |
|
|
(895,788 |
) |
|
|
(1,685,045 |
) |
|
|
|
|
|
|
|
|
|
|
Net deferred income tax |
|
Ps. |
51,829 |
|
|
Ps. |
|
|
|
Ps. |
51,829 |
|
|
|
|
|
|
|
|
|
|
|
The following table accounts for the difference between the actual tax provision and the
amounts obtained by applying the statutory income tax rate in Argentina to income before income
tax, calculated on the basis of U.S. GAAP for the fiscal years ended December 31, 2006, 2005 and
2004:
F-68
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Statutory income tax rate |
|
|
35 |
% |
|
|
35 |
% |
|
|
35 |
% |
Tax provision computed by applying the statutory rate to the income before taxation
calculated in accordance with U .S. GAAP |
|
|
1,136,729 |
|
|
|
262,616 |
|
|
Ps. |
12,018 |
|
Tax exempt income |
|
|
(752,120 |
) |
|
|
20,377 |
|
|
|
(266,452 |
) |
Valuation allowance |
|
|
(661,725 |
) |
|
|
(263,691 |
) |
|
|
289,858 |
|
|
|
|
|
|
|
|
|
|
|
Actual tax provision under U.S. GAAP |
|
Ps. |
(277,116 |
) |
|
Ps. |
19,302 |
|
|
Ps. |
35,424 |
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance: For 2005 and 2004, the Bank believed it was not more likely than not that
it would generate future taxable income sufficient to absorb any of its net deferred tax assets.
For that reason, the Bank provided a full reserve of its net deferred tax assets for such years.
During 2006, the Bank received 90.8% of the Hedge Bond and settled the related advance granted by
the Argentine Central Bank in cash and through the exchange of government securities. Additionally,
the Bank prepaid financial assistance granted by the Argentine Central Bank mainly using the
proceeds from the sale of secured loans and government securities. As a result, the Bank reduced
substantially the differences between Argentine Banking GAAP and U.S. GAAP and its corresponding
deferred tax effect.
The Group had
significant accumulated tax loss carryforwards as of December 31,
2006. Based on the analysis performed on the realizability of the
tax loss carryforwards, it seems that the Group will recover only a portion
of the future net operating tax loss carryforwards with future
taxable income. Therefore, the remaining portion of the net operating
tax loss carryforwards and presumed minimum income tax is more likely
than not to be recovered in the carryforward period and hence a valuation allowance was provided against this amount.
b. Commissions on loans
Under Argentine Banking GAAP, the Bank does not defer loan origination fees and costs. In
accordance with U.S. GAAP under SFAS 91, loan origination fees net of certain direct loan
origination costs should be recognized over the life of the loan as an adjustment of yield or by
straight-line method, as appropriate.
c. Intangible assets
Amortization of deferred expenses for setting up branches
Under Argentine Banking GAAP, the Group amortizes deferred expenses for setting up branches
over the related lease agreements with a maximum of 60 months. In accordance with SOP 98-5 such
start-up costs should be expensed as incurred.
Goodwill
Goodwill recorded on the purchase of regional credit-card companies is being amortized over 10
years for Argentine Banking GAAP purposes.
F-69
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
According to SFAS 142, as of June 30, 2001, goodwill is no longer amortized. Furthermore, goodwill
is reviewed annually for impairment or whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable
Subsequent to goodwill impairment recorded under U.S. GAAP in 2001, the Group has recorded
impairments of different goodwill amounts under Argentine Banking GAAP that have been reversed for
U.S. GAAP purposes.
Goodwill amortization, under Argentine Banking GAAP have been reversed for U.S. GAAP purposes.
Software costs
Under U.S. GAAP, SOP 98-1 defines three stages for the costs of computer software developed or
obtained for internal use: the preliminary project stage, the application development stage and the
post-implementation operation stage. Only the second stage costs should be capitalized. Under
Argentine Banking GAAP, the Bank is to capitalize costs relating to all three of the stages of
software development.
d. Loan loss reserves
The Banks accounting for its loan loss reserve differs in some respects with the practices of U.S.
based banks. The most significant differences follow:
(i) Loan charge offs and recoveries
The Bank records recoveries on previously charged-off loans directly to income and records the
amount of charged-off loans in excess of amounts specifically allocated as a direct charge to
the income statement. The Bank does not partially charge off troubled loans until final
disposition of the loan, rather, the allowance is maintained on a loan-by-loan basis for its
estimated settlement value. The banking industry practice in the United States is to account
for all charge off and recovery activity through the allowance for loan loss account. Further,
loans are generally charged to the allowance account when all or part of the loan is
considered uncollectible. In connection with loans in judicial proceedings, resolution through
the judicial system may span several years. Loans in judicial proceedings, greater than three
years as of December 31, 2006, 2005 and 2004, amounted to Ps. 6,096, Ps. 9,842 and Ps. 63,397,
respectively. Under U.S. GAAP purposes these loans were completely provisioned. The Bank also
classified loans, many of which are in judicial proceedings, which amounted approximately Ps.
28,800, Ps. 22,800 and Ps. 85,500 as of December 31, 2006, 2005 and 2004, respectively, as
uncollectible, although the Bank may hold preferred guarantees. Under U.S. GAAP, these loans
would have been charged off. Therefore, the balance of loans and allowance for loan losses
would be decreased by these amounts. The Banks practice does not affect the accompanying
Statements of Income on Shareholders equity as the Banks reserve contemplates all losses
inherent in those troubled loans.
(ii) Loans Non-financial national public sector
During the fiscal year ended December 31, 2001, and as a consequence of Decree No. 1387/01,
effective as of November 6, 2001, the Bank swapped part of its Argentine public-sector debt
instruments, under the Promissory Note/Bond program, for secured loans.
As established by article 20 of the above mentioned decree, the conversion was made at the nominal
value, at a rate of exchange of Ps. 1.0 = US$ 1.0 and in the same currency as that of the converted
obligation.
F-70
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
The Argentine Central Bank provided that the loss arising from the difference between the carrying
value of the secured loans and the book value of the securities exchanged must be recorded in an
asset adjustment account and charged to income on a monthly basis, in proportion to the term of
each of the secured loans received.
In accordance with U.S. GAAP, specifically the Emerging Issues Task Force No. 01-07 (EITF
01-07), satisfaction of one monetary asset (in this case a loan or debt security) by the receipt
of another monetary asset (in the case a secured loan) for the creditor is generally based on the
market value of the asset received in satisfaction of the debt (an extinguishment). In this
particular case, the secured loan being received is significantly different in structure and in
interest rates than the debt securities swapped. Therefore, the fair value of the loans was
determined on the balance sheet date based on the contractual cash flows of the loan received
discounted at an estimated market rate. The estimated fair value of the loan received will
constitute the cost basis of the asset. Any difference between the old asset and the fair value of
the new asset is recognized as a gain or loss. The difference between the cost basis and amounts
expected to be collected is being amortized on an effective yield basis over the life on the loan.
(iii) Loans / Bonds Non-financial provincial public sector
As of December 31, 2002, the Group offered to exchange certain loans to Argentine provincial
governments for loans or securities of the Argentine national government. The exchange was
finalized in 2003. As of December 31, 2001, these loans were considered to be impaired under U.S.
GAAP in accordance with Statement of Financial Accounting Standards No. 114. Accordingly, the
Group established an allowance for loan losses on loans to Argentine provinces as of December 31,
2002.
In 2003, the Bank tendered in the exchange under Decree No.1579/02 its portfolio of loans to
provincial governments and pursuant to the option provided by section 3, subsection k of the
Decree, opted to receive promissory notes, valued in accordance with Argentine Central Bank
Communiqué A 3911. The Bank received Bogar Bonds, available for sale securities for FAS 115
purposes, for the provincial loan for which the exchange had been completed at the close of the
fiscal year 2003, despite having opted to receive promissory notes.
For U.S. GAAP purposes, since December 31, 2003 and in accordance with EITF 01-07, satisfaction of
one monetary asset of the creditor (in this case a loan) by the receipt of another monetary asset
(in this case Bogar Bonds) is generally based on the market value of the asset received in
satisfaction of the loan. In this particular case, the Bogar Bonds being received is significantly
different in structure and in interest rates than the loans swapped. Therefore, such amounts should
initially be recognized at their market value. The estimated fair value of the securities received
will constitute the cost basis of the asset. Any difference between the old asset and the fair
value of the new asset is recognized as a gain or loss. The difference between the cost basis and
the amount expected to be collected will be amortized on an effective yield basis over the life of
the bond.
For U.S. GAAP purposes, these Bogar Bonds are classified by the Bank for U.S. GAAP purposes, as
available for sale securities and subsequently recognized at market with the unrealized gain or
loss recognized as a charge or credit to equity through other comprehensive income. In connection
with estimating the fair value of the Bogar Bonds, the Bank used quoted market values.
In 2004, Bogar Bonds were offered by the Bank as collateral for the Hedge Bond. Pursuant to
Communiqué 4084, securities offered should be recorded at the value allowed for purposes of the
valuation of guarantees. Following the same rule, the Central Bank required all banks in Argentina
to reflect the change in the Bogar Bonds value as an adjustment to prior year retained earnings.
F-71
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
For U.S. GAAP purposes, the adjustment to retained earnings was reversed pursuant to ABP 20. (See
Note 39 (g) Adjustment to prior year results)
As of December 31, 2006 and 2005, for U.S. GAAP purposes these Bogar Bonds are recognized at fair
value with the unrealized gain or loss recognized as a charge or credit to equity through other
comprehensive income. In connection with estimating the fair value of the Bogar Bonds, the Bank
used quoted market values.
During
2006, the Group sold Bogar Bonds for a face value of Ps. 2,143,229. Therefore, the 2006 U.S. GAAP net income
reconciliation includes Ps. 1,381,216 of gains previously recorded through other comprehensive income,
that are being realized and reversed through the income statement, upon the sale of the bonds.
(iv) Impaired Loans Non-financial private sector and residents abroad
For the purposes of reporting under U.S. GAAP, the Bank adopted Statement of Accounting Standards
No.114, Accounting for Creditors for Impairment of a Loan (SFAS 114) as amended by Statement of
Financial Accounting Standards No. 118, Accounting by Creditors for Impairment of a Loan Income
Recognition and Disclosures (SFAS 118). SFAS 114, as amended, requires that the allowance of an
impaired loan be based on the present value of expected future cash flows discounted at the loans
effective interest rate fair value of the loan or the fair value of the collateral, if the loan is
collateral dependent. Under SFAS 114, a loan is considered impaired when, based on current
information, it is probable that the borrower will be unable to pay contractual interest or
principal payments as scheduled in the loan agreement. SFAS 114 applies to all loans except
smaller-balance homogeneous consumer loans, loans carried at the lower of cost or fair value, debt
securities, and leases.
The Bank applies SFAS 114 to all commercial loans classified as With problems, Insolvency
Risks and Uncollectible or commercial loans more than 90 days past due. The Bank specifically
calculates the present value of estimated cash flows for commercial loans in excess of Ps. 500 and
more than 90 days past due. For commercial and other loans in legal proceedings, loans in excess of
Ps. 500 are specifically reviewed either on a cash-flow or collateral-value basis, both considering
the estimated time to settle the proceedings.
The following information relates to the Banks impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Total impaired loans |
|
Ps. |
460,615 |
|
|
Ps. |
784,439 |
|
|
Ps. |
776,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average impaired loans during the year |
|
|
586,410 |
|
|
|
722,172 |
|
|
|
1,421,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impaired loans with no allowance under U.S. GAAP |
|
|
10,262 |
|
|
|
31,718 |
|
|
|
35,051 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash payments received for interest on impaired loans,
Recognized as income |
|
|
342 |
|
|
|
584 |
|
|
|
4,341 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for impaired loans under SFAS 114 |
|
|
291,882 |
|
|
|
397,875 |
|
|
|
379,484 |
|
In addition, the Bank has performed a migration analysis for consumer loans and all performing
commercial loans based on historic loan payment and classification changes.
(v) Credit card loans
Grupo Galicia establishes its reserve for credit card loans based on the past due status of the
loan. All loans greater than 180 days have been reserved at 50%, in accordance with the rules
established by the
F-72
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Argentine Central Bank. Under U.S. GAAP, loans greater than 180 days past due
should be charged off. As a result, under U.S. GAAP the charge offs of the credit card portfolio
has been increased as of December 31, 2006, 2005, and 2004, by Ps.14,717, Ps. 6,536 and Ps. 4,590,
respectively.
e. Government securities and other investments
(i) Investment securities
The Banks government securities and certain other securities that are included under the caption
investment accounts under Argentine Banking GAAP, are considered as available for sale under
U.S. GAAP.
Under Argentine Banking GAAP, such securities are valued at cost plus accrued interest where as
under U.S. GAAP, these securities are valued at its market value. Unrealized gains and losses are
included in other comprehensive income net of taxes.
(ii) Hedge bonds received and to be received in connection with the compensation for foreign
currency position and compensatory bonds received and to be received in connection with the
compensation for asymmetric pesification.
Argentine Central Bank Communiqué A 3650 established the regulations necessary to implement the
provisions of Decree No.905/02 in connection with the compensation of the negative effects of the
conversion into pesos at different exchange rates of financial institutions assets and liabilities
and the resulting foreign currency mismatches left in their respective balance sheets.
As of December 31, 2004, the Compensatory Bond and Hedge Bond to be received, subject to the final
resolution of unresolved matters with the Argentine Central Bank amounted to U$S 2.189,7 million
(Compensatory Bond and Hedge Bond amounting to U$S 994.6 million and U$S 1,195.1 million,
respectively). In March 2005, the Bank agreed with the Argentine Central Bank the amount of the
Compensatory Bond and Hedge Bond to be received in the amount of US$ 2,178.0 million (Compensatory
Bond for US$ 906.3 million and Hedge Bond for S$ 1,271.7 million). The difference in the agreed
amount and the carrying value of these bonds as of December 31, 2004, did not impact the U.S. GAAP
financial results of the Bank.
As of December 31, 2005, the amount of Ps. 4,154,989, for the Compensatory Bond and the Hedge Bond
to be received from the National Government, was recorded in Other Receivables Resulting from
Financial Brokerage under the caption Compensation to be Received from the National Government,
while as of December 31, 2005, Ps. 650,924 for the securities received as Compensatory Bond was
recorded in Government Securities Holdings in Investment Accounts. Furthermore, in 2004, the
Bank entered into repurchase transactions amounting to Ps. 374,793 that were recorded under Other
Receivables Resulting from Financial Brokerage under the caption Forward Purchases of
Securities Under Repo Transactions and under Miscellaneous Receivables. (See Note 39 (q) Repos and
Reverse Repos).
In order to acquire the Hedge Bond, the Bank could enter into an advance with the Argentine Central
Bank, with interest payable at CER plus 2%. In the case of the Hedge Bond and the related financing
to be obtained from the Argentine Central Bank, the transaction was retroactive to February 3,
2002. The Bank could withdraw its request to acquire the Hedge Bond prior to approval of the
Argentine Central Bank and prior to the execution of the transaction.
F-73
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
In connection with the Banks right (but not the obligation) to acquire the Hedge Bond, the Bank
had recognized the right to acquire the Hedge Bond at their equivalent value as if the Bank had the
associated bonds in its possession, and recognized the associated liability to fund the Hedge Bonds
as if the Bank had executed the debt agreement with the Argentine Central Bank. The receivable was
denominated in U.S. dollars bearing interest at Libor whereas the liability to the Argentine
Central Bank was denominated in pesos with interest being accrued at CER plus 2%, each retroactive
to February 3, 2002.
Under U.S. GAAP, the right to acquire the Hedge Bond is not considered an asset under Financial
Accounting Standards Board Statement of Concepts No, 6 Elements of Financial Statements (CON 6).
Under CON 6, assets are defined as ...probable future economic benefits obtained or controlled by an
entity as a result of past transactions or events. In addition, one of the essential
characteristics of an asset is that an entity can obtain the benefit and controls others access to
it. As of December 31, 2005, the Bank could not obtain the benefit of the Hedge Bond to be acquired
until such time as the transaction was approved by the Argentine Central Bank and the Bank remitted
funds to the Argentine Central Bank. The liability under U.S. GAAP would be recognized when the
Bank entered into the financing arrangement.
In connection with the Compensatory Bond received or receivable by the Bank, such amounts should
initially be recognized at their market value for U.S. GAAP purposes.
The Compensatory Bond received by the Bank is classified as available-for-sale and carried at
estimated market value with the unrealized gain or loss recognized as a charge or credit to equity
through other comprehensive income. In connection with estimating the fair value of the
Compensatory Bond, the Bank used quoted market values.
Under U.S. GAAP, the activity of the compensation bonds to be received has been reflected in the
income statement considering that the compensation bonds were adjusted to its market value. The
activity includes (1) the effect of the exchange rate between the Argentine pesos and the U.S.
dollars for the compensation bonds to be received, (2) the cancellation of certain amounts related
to the disputes with the Central Bank and (3) the payments made in satisfaction to the deposits
held in Uruguay, and foreign debt restructuring.
As of December 31, 2006, the Bank received Boden 2012 Bonds for US$ 1,154,955 of face value,
representing 90.8% of the total Hedge Bond. The remaining 9.2% of the Hedge Bond to be received was
accounted for at equivalent value for Argentine Banking GAAP purposes, as if the Bank had the
associated bonds in its possession, and recognized the associated liability to fund the Hedge Bond
as if the Bank had executed the debt agreement with the Argentine Central Bank.
Due to the fact that as of December 31, 2006, the Bank (i) had already received 90.8% of the Hedge
Bond, and (ii) that the total amount of Hedge Bond to be received was approved by the Argentine
Central Bank, at the end of 2006 the Bank has the ability to obtain and control the benefit of the
Hedge Bond.
Consequently, the Bank recorded the fair value of such option in accordance with SFAS 133 for U.S.
GAAP purposes.
(iii) External Notes / Discount Bonds and GDP-Linked Units
Under Argentine Banking GAAP, the Discount Bonds and GDP Linked Units have been recorded at the
lower of the total future nominal cash payments up to maturity, specified by the terms and
conditions of the new securities, and the carrying value of the securities tendered as of March 17,
2005, equivalent to the present value of the Secured Bonds cash flows at that date.
F-74
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Under U.S. GAAP, the External Notes were classified as available for sale securities and recorded
at market value, with the respective gain or loss being charged to equity through Other
Comprehensive Income unless any declines are considered other than temporary decline where such
decreases in values are charged to income.
On November 4, 2004 the Superintendency of Financial Institutions informed the Bank that External
Notes cannot be used as collateral for the advance to acquire the Hedge Bond, and that they had to
be valued pursuant to Communiqués A 3911 and A 4084.
Under U.S. GAAP, the change in the estimated fair value of the External Notes for the year ending
December 31, 2004 was considered an other than temporary decline in available-for-sale securities
pursuant to EITF 03-01.Therefore, the Bank recorded an impairment charge of Ps.163,344.
In January 2005, the Bank accepted the offer to exchange its External Notes, for Discount Bonds in
Pesos and GDP-Linked Units issued under Argentine debt restructuring. The Bank received the new
instrument for an original principal amount equal to 33.7% for the External Notes carrying value as
of December 31, 2004.
As of December 31, 2006 and 2005, the Discount Bonds were considered available for sale securities
for U.S. GAAP purposes and recorded at fair value with the unrealized gains or losses recognized as
a charge or credit to equity through other comprehensive income.
The GDP-linked Unit is considered a freestanding derivative financial instrument under SFAS 133 and
carried at fair value with unrealized gains or losses recognized in the income statement.
f. Items in process of collection
The Bank does not give accounting recognition to checks drawn on the Bank or other banks, or other
items to be collected until such time as the related item clears or is accepted. Such items are
recorded by the Bank in memorandum accounts. U.S. banks, however, account for such items through
balance sheet clearing accounts at the time the items are presented to the Bank.
Grupo Galicias assets and liabilities would be increased by approximately Ps.1,534,697, Ps.
1,200,279, and Ps. 799,808, had U.S. GAAP been applied at December 31, 2006, 2005 and 2004,
respectively.
g. Adjustment to prior year results
As described in Note 36, under Argentine Banking GAAP, the Group recorded adjustments to prior year
results as contra equity adjustments. Under U.S. GAAP, APB 20 generally prohibits retroactive
restatement of prior year financial statements to reflect accounting changes. As a result, the
Group recorded through the year results the amounts reflected as restatement of prior year results.
h. Compensation related to the payment of deposits
Financial institutions have requested the Government for compensation for the losses generated from
the payment of deposits pursuant to judicial orders at the free market exchange rate, which was
greater than that established by the government for conversion into pesos of the financial
institutions assets and liabilities.
Through Communiqué A 3916, the Argentine Central Bank allowed the recording of an intangible
asset for the difference between the amount paid by financial institutions pursuant to judicial
orders and the
F-75
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
amount resulting from the conversion into pesos of the dollar balance of the
deposits reimbursed at the Ps.1.40 per U.S. dollar exchange rate (adjusted by CER and interest
accrued until the date of the reimbursement). The corresponding amount must be amortized over 60
months beginning April 2003. As of December 31, 2006 and 2005, the amount recorded under
Intangible Assets, net of accumulated amortization, was Ps. 367,221 and Ps. 347,777,
respectively.
As of the date of preparation of these financial statements, the Supreme Court has not taken any
measures to compensate for these issues.
Under U.S. GAAP, the right to obtain this compensation is not considered an asset under Financial
Accounting Standards Board Statement of Concepts No. 6 Elements of Financial Statements (CON 6).
i. Transfers of financial assets
Financial trust Galtrust I
The financial trust Galtrust I was created in October 2000 in connection with the securitization
of provincial loans for a total amount of Ps.1,102 million. The securitized loans were from the
portfolio of loans granted to provincial governments, guaranteed by the federal tax revenues shared
with the provincial governments. This trust was recorded under Argentine Central Bank rules in the
Other Receivables from Financial Brokerage, account in the financial statements and its balance
as of December 31, 2006 and 2005, was Ps. 572 million and Ps. 537 million, respectively. The Bank
considers this transaction as a sale under U.S. GAAP, in accordance with FAS 140. Galtrust I debt
securities and certificates retained by the Bank are considered as available for sale securities
under U.S. GAAP and the unrealized gains (losses) on these securities are reported as an adjustment
to shareholders equity through Other Comprehensive Income, unless unrealized losses are deemed to
be other than temporary in accordance with Emerging Issues Task Force No. 99-20. The unrealized
loss on the retained interests at December 31, 2001 has been deemed to be other than temporary and
such loss has been charged to income. The retained interests were initially recorded at an amount
equal to a portion of the previous aggregate carrying amount of assets sold and retained. The
portion is determinated based on the relative fair values of the assets sold and assets retained as
of the date of the transfer based on their allocated book value using the relative fair value
allocation method.
During 2002, the portfolio of loans included and the related retained interest in Galtrust I was
subject to the pesification. As a result the retained interest in the trust was converted to pesos
at an exchange rate of 1.40 to 1 and the interest rate for their debt securities changed to CER
plus 10%. During 2003, Galtrust I had swapped its provincial loans for Secured Bonds (Bogar Bonds).
(See Note 39 d. (iii))
For purposes of estimating the fair value of the retained interests in the securitization trusts,
valuation models were used which consider certain assumptions in estimating future cash flows and a
rate under which the cash flows are discounted.
The credit risk reflected by the subordination of the B note and certificate of participation was
taken into account in the discount rate applied by the Bank. The discount rates used as of December
31, 2006, 2005 and 2004 were as follows:
Discount real rate for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
|
2006 |
|
2005 |
|
2004 |
Galtrust I Class B Debt Securities |
|
|
4 |
% |
|
|
2 |
% |
|
|
6 |
% |
Galtrust I Participation Certificates |
|
|
5 |
% |
|
|
2 |
% |
|
|
7 |
% |
F-76
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
As of December 31, 2006, 2005 and 2004, the rate was based upon the Banks estimate of comparable
internal rates of return of other CER-adjusted bonds.
Financial trust Galtrust II, Galtrust V and Galicia Mortgage Loans"
On December 17, 2001 and April 2002, the Bank entered into securitization transactions where the
Bank established five different trusts and transferred to the trusts ownership of mortgage loans in
exchange for debt securities and residual interests in the trusts.
These transfers were not considered a sale for U.S. GAAP purposes. Therefore, the Bank
reconsolidated the loans transferred to the financial trust. Accordingly, the Group valued these
loans under SFAS 5, for purposes of determining its loan loss reserve. For Argentine Banking GAAP
purposes, the debt securities and certificates retained by the Bank are accounted for at cost plus
accrued interest for the debt securities, and the equity method is used to account for the residual
interest in the trusts.
On January 10, 2005, the parties resolved to terminate the Galicia Mortgage Loans trust in advance
and redeem the outstanding securities, and all the trust assets were transferred back to the Bank.
As a result, mortgage loans for Ps. 172,214 and Ps. 1,508 in cash were reconsolidated into the Bank
accounts under Argentine Banking GAAP at that time.
Financial Trust Secured Loans"
As part of the implementation of the Galicia Capitalization and Liquidity Plan, the Secured Loans
trust was created. Under this trust, secured loans for Ps. 108,000 were transferred, and Ps. 81,000
in cash and a certificate of participation for Ps. 27,000 were received in exchange.
This transfer was not considered a sale for U.S. GAAP purposes. Therefore, the Bank reconsolidated
the loans transferred to the financial trust. Accordingly, the Group valued these loans at their
book value before the transfer to the trust (See Note 39d.(ii)). For Argentine Banking GAAP
purposes, the debt securities and certificates retained by the Bank are accounted for at cost plus
accrued interest for the debt securities, and the equity method is used to account for the residual
interest in the trust.
BG Financial Trust
During 2005, the Group entered into a securitization transaction of commercial and consumer
non-performing loans. This transaction was not considered a true sale under U.S. GAAP and therefore
it was recorded as a secured borrowing. The Bank reconsolidated the loans for Ps. 200,368,
re-established its loan loss reserves under SFAS 5, 114 and 118 for Ps. 109,078, and recognized a
liability for the proceeds received in the transaction for Ps. 91,290. For Argentine Banking GAAP,
no assets are
recognized as of December 31, 2006 and 2005 as all the debt securities and certificates of
participations were subscribed by third parties.
Other transfers of financial assets accounted for as sales under U.S. GAAP
The Bank has entered into different securitizations as described in Note 33 to these financial
statements that were accounted for as sales under Argentine Banking GAAP. The transfers of
financial assets related to the creation of the trusts Galicia Hipotecas Comerciales, Creditos
Inmobiliarios Galicia I and II, Galicia Personales II and III, Galicia Prendas Comerciales I,
Galicia Leasing I, Tarjeta Nevada II and III, Tarjetas Cuyanas Trust I, II, III and IV, Tarjeta
Naranja Trust I, II and III and Tarjetas del Mar Serie II
F-77
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
were considered sales for U.S. GAAP
purposes under SFAS N° 140 and for that reason debt securities and certificates retained by the
Bank are considered to be available for sale securities under U.S. GAAP.
The retained interests were initially recorded at an amount equal to a portion of the previous
aggregate carrying amount of assets sold and retained. The portion is determinated based on the
relative fair values of the assets sold and assets retained as of the date of the transfer based on
their allocated book value using the relative fair value allocation method.
Subsequently, the unrealized gains (losses) on these securities are reported as an adjustment to
shareholders equity, unless unrealized losses are deemed to be other than temporary in accordance
with Emerging Issues Task Force N° 99-20.
The fair value of these retained interests in the trusts is determined based upon an estimate of
cash flows to be collected by the Group as holder of the retained interests, discounted at an
estimated market rate.
j. Acceptances
Under Argentine Banking GAAP, acceptances are accounted for in memorandum accounts. Under U.S.
GAAP, third party liability for acceptances should be included in Other Receivables Resulting from
Financial Brokerage representing Bank customers liabilities on outstanding drafts or bills of
exchange that have been accepted by the Bank. Acceptances should be included in Other Liabilities
Resulting from Financial Brokerage representing the Banks liability to remit payment upon the
presentation of the accepted drafts or bills of exchange.
The Groups assets and liabilities would be increased by approximately Ps. 35,353, Ps. 23,938 and
Ps. 18,967, had U.S. GAAP been applied as of December 31, 2006, 2005 and 2004, respectively.
k. Year 2000 costs
Under Argentine Banking GAAP, costs related to the Year 2000 project have been capitalized. Under
U.S. GAAP costs relating to the Year 2000 project arising from the modification of existing systems
are expensed as incurred.
l. Impairment of real estate properties and foreclosed assets
Under Argentine Banking GAAP, real estate properties and foreclosed assets are carried at cost
adjusted by depreciation over the life of the assets. In accordance with Statement of Accounting
Standards No. 144, Impairment of Long-lived Assets, such assets are additionally subject to:
recognition of an
impairment loss if the carrying amounts of those assets are not recoverable from their undiscounted
cash flows and an impairment loss measured as the difference between the carrying amount and fair
value of the assets.
The Group evaluates potential impairment loss relating to long-lived assets by comparing their
carrying amounts with the undiscounted future expected cash flows generated by the assets over the
remaining life of the assets. If the sum of the expected future undiscounted cash flows is less
than the carrying amount of the asset, a loss is recognized for the difference between the fair
value and carrying value of the assets. Testing whether an asset is impaired and measuring the
impairment loss is performed for asset groupings at the lowest level for which there are
identifiable cash flows that are largely independent of the cash flows generated by other asset
groups.
F-78
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. In 2002, the Group determined that the uncertainty
of the Argentine economic situation had a significant impact on the recoverability of its long-live
assets and evaluated its properties for impairment. An impairment loss was recorded in 2002.
Foreclosed assets are carried at the lower of cost and market. In 2002, the Group recorded a
valuation allowance reflecting a decrease in the market values of its foreclosed properties.
In 2006, 2005 and 2004, no additional impairment was recorded in real estate properties and
foreclosed assets. The Argentine Banking GAAP amortizations for 2006, 2005 and 2004 of the assets
impaired in 2002 have been reversed for U.S. GAAP purposes.
m. Equity investments in other companies
Under Argentine Banking GAAP, the equity investments in companies where significant influence
exists are accounted for under the equity method. The remaining investments have been accounted
for under the cost method, taking their equity method value as a limit in book value.
In addition, for U.S. GAAP purposes, under SAB 59, the Group should determine if any factors are
present that might indicate the fair value of the investment has been negatively impacted during
the fiscal year. If it is determined that the fair value of an investment is less than the related
companys value, an impairment of the investment must be recognized.
As of December 31, 2003, the Group evaluated its investments and determined that the estimated fair
value of certain investments was lower than the respective book value. Furthermore, based on all
available evidence the Group concluded that the carrying amount of the investment would not be
recoverable within a reasonable period of time. As a consequence, the impairment was deemed other
than temporary. As of December 31, 2004, no additional impairment has been determined for U.S. GAAP
purposes. As of December 31, 2005, a new evaluation was made and the group concluded that the
carrying amount of certain investments would not be recoverable and so the impairment was deemed
other than temporary and booked for U.S. GAAP purposes. As of December 31, 2006, a new evaluation
was made and no additional impairment has been determined for U.S. GAAP purposes.
n. Guarantees
Financial guarantee Exchange of deposits with the financial system II
Pursuant to the decree 1836/02 and the Argentine Central Bank Communiqué A 3828, the Bank entered
into an exchange offer to exchange restructured deposit certificates (CEDROS) for Boden 2012
Bonds and Boden 2013 Bonds. The Boden Bonds offered to the holders of CEDROS are unsecured
government bonds denominated in U.S. dollars. As a part of the restructuring, the Bank was required
to guarantee the payment of the Boden Bonds to the holders of CEDROS at a price equal to Ps. 1.40
per U.S. dollar adjusted by applying the accumulated CER from February 3, 2002 to the expiration
date of the Boden Bonds. The price cannot exceed the Argentine pesos per U.S. dollar free exchange
rate at the expiration date of the Boden Bonds.
F-79
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Other Financial Guarantees
During 2006 and 2005, the Company entered into different agreements to guarantee lines of credit of
customers amounting to Ps. 81,896 and Ps. 65,056, respectively. As of December 31, 2006 and 2005,
guarantees granted by the Bank amounted to Ps. 25,131 and Ps. 16,019, respectively.
As of December 31, 2006 and 2005, the Group maintained the following guarantees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
Estimated |
|
|
U.S. GAAP |
|
|
|
Maximum |
|
|
Proceeds |
|
|
Carrying |
|
|
|
Potential |
|
|
From collateral |
|
|
Amount |
|
|
|
Payments (*) |
|
|
Recourse |
|
|
Liability |
|
Exchange of deposits with the financial system II |
|
Ps. |
175,923 |
|
|
Ps. |
|
|
|
Ps. |
2,592 |
|
Other Financial guarantees |
|
|
25,131 |
|
|
|
2,355 |
|
|
|
188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
201,054 |
|
|
Ps. |
2,355 |
|
|
Ps. |
2,780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
Estimated |
|
|
U.S. GAAP |
|
|
|
Maximum |
|
|
Proceeds |
|
|
Carrying |
|
|
|
Potential |
|
|
From collateral |
|
|
Amount |
|
|
|
Payments (*) |
|
|
Recourse |
|
|
Liability |
|
Exchange of deposits with the financial system II |
|
Ps. |
184,801 |
|
|
|
|
|
|
Ps. |
7,977 |
|
Other Financial guarantees |
|
Ps. |
16,019 |
|
|
Ps. |
1,685 |
|
|
Ps. |
8,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
200,820 |
|
|
Ps. |
1,685 |
|
|
Ps. |
16,561 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
The maximum potential payments represent a worse-case scenario, and do not necessarily
reflect expected results. Estimated proceeds from collateral and recourse represent the anticipated
value of assets that could be liquidated or received from other parties to offset the Companys
payments under guarantees. |
Under Argentine Banking GAAP, the Bank provisioned the guarantees that are likely to be honored.
The amount provided under Argentine GAAP amounted to Ps. 768 and Ps. 3,502 as of December 31, 2006
and 2005, respectively.
Under U.S. GAAP, effective January 1, 2003, the Bank adopted FASB interpretation No. 45
Guarantors Accounting and Disclosures Requirements for Guarantees, including Indirect Guarantees
of Indebtedness of Others. As of December 31, 2006 and 2005, the Bank recognized a liability for
the fair
value of the obligations assumed. The additional amount to be recognized for U.S. GAAP amounted to
Ps. 2,012 and Ps. 13,059, as of December 31, 2006 and 2005, respectively.
o. Minority Interest
The minority interest represents the effect of the U.S. GAAP adjustments in the Groups
consolidated subsidiaries. For U.S. GAAP purposes the shareholders equity of the Bank is negative.
Therefore, the effect of the U.S. GAAP adjustments related to the minority interest is recognized
up to the amount reflected in minority interest for Argentine Banking GAAP.
F-80
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
p. Foreign Debt Restructuring
On May 18, 2004, the Group completed the restructuring of its foreign debt. As a result of this
restructuring, the Group recorded a Ps.142.5 million gain under Argentine Banking GAAP.
For U.S. GAAP purposes, the restructuring is accounted for in each of two steps. The first step of
the restructuring required the holders of the Groups debt to exchange its old debt for new debt in
two tranches. Pursuant to EITF 02-04 Determining Whether a Debtors Modification or Exchange of
Debt Instruments is within the scope of FASB Statement No. 15, the Group did not receive any
concession from the holders of the debt and therefore, the first step restructuring was not
considered a trouble debt restructuring. Pursuant to EITF 96-19 Debtors Accounting for a
Modification or Exchange of Debt Instruments, the first step of the restructuring was accounted
for as a modification of the old debt and therefore the Group did not recognize any gain or loss.
The second step of the restructuring offers the holders of the Groups debt issued in the first
step explained above to exchange it for new securities including cash, Boden 2012 Bonds and equity
shares of the Group. Pursuant to U.S. GAAP this second step, the restructuring was accounted for in
accordance with FAS 15 Accounting by Debtors and Creditors for Trouble Debt Restructurings as a
partial settlement of the debt through the transfer of certain assets and equity at its fair value.
After deducting the considerations used to repay the debt, FAS 15 requires the comparison of the
future cash outflows of the restructured debt and the carrying of the debt at the restructuring
date.
Gain on troubled debt restructuring is only recognized when the remaining carrying value of the
debt at the date of the restructuring exceeds the total future cash payments of the restructured
debt reduced by the fair value of the assets and equity given as payment of the debt. Since the
total future cash outflows of the restructured debt exceeds the carrying value of the old debt, no
gain on restructuring was recorded under U.S. GAAP.
As a result, under U.S. GAAP, the carrying amount of the restructured debt is greater than the
amount recorded under Argentine Banking GAAP. Therefore, under U.S. GAAP, a new effective interest
rate was determined to reflect the present value of the future cash payments of the restructured
debt.
Furthermore, under U.S. GAAP, expenses incurred in a trouble debt restructuring are expensed as
incurred. Expenses related to the issuance of equity was deducted directly from the shareholders
equity.
During 2006, the Group has sold in the open market Negotiable Obligations maturing 2019 that were
kept in own portfolio. For U.S. GAAP purposes these transactions were considered as a new issuance
of debt. Consequently, the new debt was initially recorded at fair value (cash received) and was
re-measured as of December 31, 2006 to reflect the present value of the future cash payments of the
new issuance. No gain was recorded under U.S. GAAP in connection with these transactions.
q. Repurchase Agreements and Reverse Repurchase Agreements (Repos and Reverse Repos)
During 2006 and 2005, the Bank entered into Repo and Reverse Repo agreements of financial
instruments.
Under Argentine Banking GAAP, initial measurement of such agreements implies sale or purchase
accounting together with the recognition of an asset and liability due to the investing or
financing transaction entered into. For U.S. GAAP purposes, as of December 31, 2005 both assets and
liabilities should decrease approximately by Ps. 262,110.
F-81
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Consolidated net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Net income (loss) as stated |
|
Ps. |
(18,914 |
) |
|
Ps. |
107,238 |
|
|
Ps. |
(109,871 |
) |
Prior years adjustments recorded under Argentine GAAP (Note 39 g) |
|
|
|
|
|
|
|
|
|
|
(42,954 |
) |
Loan origination fees and costs (Note 39 b.) |
|
|
(9,855 |
) |
|
|
(4,899 |
) |
|
|
1,092 |
|
Intangible assets (Note 39 c.): |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred expenses for setting up of branches |
|
|
(8,607 |
) |
|
|
(1,238 |
) |
|
|
4,827 |
|
Goodwill amortization |
|
|
18,612 |
|
|
|
26,374 |
|
|
|
20,988 |
|
Goodwill impairment |
|
|
1,226 |
|
|
|
3,703 |
|
|
|
3,613 |
|
Software costs |
|
|
(6,281 |
) |
|
|
(1,266 |
) |
|
|
(350 |
) |
Equity investments in other companies Impairment (Note 39 m.) |
|
|
45,442 |
|
|
|
(22,117 |
) |
|
|
|
|
Loss on exchange of National Public Debt (Note 39 d (ii)) |
|
|
591,227 |
|
|
|
144,050 |
|
|
|
129,200 |
|
Provincial Public Debt (Note 39 d(iii)) |
|
|
1,790,197 |
|
|
|
(257,013 |
) |
|
|
(129,396 |
) |
Loan impairment private sector (Note 39 d(iv)) |
|
|
(41,212 |
) |
|
|
(34,820 |
) |
|
|
(20,122 |
) |
Loan impairment credit cards (Note 39 d(v)) |
|
|
(8,181 |
) |
|
|
(1,946 |
) |
|
|
395 |
|
Transfers of financial assets (Note 39 i) |
|
|
(22,607 |
) |
|
|
48,233 |
|
|
|
|
|
Government Securities and other investments: |
|
|
|
|
|
|
|
|
|
|
|
|
Compensatory Bond received (Note 39 e (ii)) |
|
|
(61,261 |
) |
|
|
214,254 |
|
|
|
256,117 |
|
Compensatory Bond to be received (Note 39 e (ii)) |
|
|
|
|
|
|
159,814 |
|
|
|
176,796 |
|
Hedge Bond (Note 39 e(ii)) |
|
|
812,909 |
|
|
|
177,915 |
|
|
|
117,435 |
|
Compensation related to the payment of deposits (Note 39 h) |
|
|
(19,444 |
) |
|
|
103,651 |
|
|
|
35,592 |
|
Impairment of other available for sale securities (Note 39 e(iii)) |
|
|
21,096 |
|
|
|
91,095 |
|
|
|
(162,771 |
) |
GDP Linked Units (Note 39 e(iii)) |
|
|
54,940 |
|
|
|
10,123 |
|
|
|
|
|
Real estate properties asset amortization (Note 39 l.) |
|
|
1,395 |
|
|
|
1,395 |
|
|
|
1,395 |
|
Recognition for the fair value of obligations assumed under
Financial guarantees issued (Note 39 n) |
|
|
11,047 |
|
|
|
(4,146 |
) |
|
|
62,846 |
|
Year 2000 costs (Note 39 k) |
|
|
|
|
|
|
|
|
|
|
3,005 |
|
Troubled Debt restructuring (Note 39 p) |
|
|
28,039 |
|
|
|
(28,425 |
) |
|
|
(287,304 |
) |
Reversal of deferred taxes under Argentine GAAP (Note 39 a) |
|
|
|
|
|
|
|
|
|
|
8,394 |
|
Deferred Income tax (Note 39 a) |
|
|
371,354 |
|
|
|
|
|
|
|
|
|
Minimum Presumed Income Tax (Note 39 a ) |
|
|
(47,895 |
) |
|
|
(32,979 |
) |
|
|
(87,543 |
) |
Minority interest (Note 39 o) |
|
|
21,686 |
|
|
|
32,032 |
|
|
|
17,530 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) in accordance with U.S. GAAP |
|
|
3,524,913 |
|
|
|
731,028 |
|
|
|
(1,086 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average number of shares outstanding (in thousands) (Note 24) |
|
|
1,240,932 |
|
|
|
1,241,407 |
|
|
|
1,185,227 |
|
Basic net income (loss) per share in accordance with U.S. GAAP
(Note 24) |
|
|
2.841 |
|
|
|
0.589 |
|
|
|
(0.001 |
) |
Diluted net income (loss) per share in accordance with U.S. GAAP
(Note 24) |
|
|
2.841 |
|
|
|
0.589 |
|
|
|
(0.001 |
) |
|
|
|
|
|
|
|
|
|
|
F-82
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Consolidated shareholders equity
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Shareholders equity as stated |
|
Ps. |
1,608,468 |
|
|
Ps. |
1,626,776 |
|
Loan origination fees and costs (Note 39 b.) |
|
|
(11,907 |
) |
|
|
(2,052 |
) |
Intangible assets (Note 39 c.): |
|
|
|
|
|
|
|
|
Amortization of deferred expenses for setting up of branches |
|
|
(18,140 |
) |
|
|
(9,533 |
) |
Goodwill amortization |
|
|
73,904 |
|
|
|
55,292 |
|
Goodwill impairment |
|
|
(2,237 |
) |
|
|
(3,463 |
) |
Software costs |
|
|
(8,038 |
) |
|
|
(1,757 |
) |
Equity investments in other companies Impairment (Note 39 m.) |
|
|
(14,554 |
) |
|
|
(59,996 |
) |
Loans non Financial Public Sector Secured loans (Note 39 d(ii)) |
|
|
(277,466 |
) |
|
|
(868,693 |
) |
Loans / Bonds non Financial Provincial Public Sector Bogar
Bonds (Note 39 d(iii)) |
|
|
(29,191 |
) |
|
|
(456,507 |
) |
Loan impairment private sector (Note 39 d(iv)) |
|
|
(31,086 |
) |
|
|
10,126 |
|
Loan impairment credit cards (Note 39 d(v)) |
|
|
(14,717 |
) |
|
|
(6,536 |
) |
Government securities and other investments: |
|
|
|
|
|
|
|
|
Compensatory and Hedge Bond received (Note 39 e(ii)) |
|
|
(187,867 |
) |
|
|
(111,290 |
) |
Hedge Bond to be received (Note 39 e(ii)) |
|
|
(45,431 |
) |
|
|
(858,340 |
) |
Compensation related to the payment of deposits (Note 39 h) |
|
|
(367,221 |
) |
|
|
(347,777 |
) |
Discount Bonds (Note 39 e(iii)) |
|
|
(304,325 |
) |
|
|
(394,091 |
) |
GDP Linked Units (Note 39 e(iii)) |
|
|
65,063 |
|
|
|
10,123 |
|
Financial assets transferred (Note 39 i) |
|
|
(257,824 |
) |
|
|
(293,295 |
) |
Minority interest (Note 39 o) |
|
|
167,185 |
|
|
|
145,499 |
|
Impairment of real estate properties and foreclosed assets
(Note 39 l) |
|
|
(67,155 |
) |
|
|
(67,155 |
) |
Real Estate properties amortization (Note 39 l) |
|
|
5,580 |
|
|
|
4,185 |
|
Minimum Presumed Income Tax (Note 39 a) |
|
|
(218,884 |
) |
|
|
(170,989 |
) |
Deferred Income tax (Note 39 a) |
|
|
371,354 |
|
|
|
|
|
Recognition for the fair value of obligations assumed under
financial guarantees issued (Note 39 n) |
|
|
(2,012 |
) |
|
|
(13,059 |
) |
Foreign debt restructuring (Note 39 p) |
|
|
(287,690 |
) |
|
|
(315,729 |
) |
|
|
|
|
|
|
|
Consolidated shareholders equity (deficit) in accordance with
U.S. GAAP |
|
Ps. |
145,809 |
|
|
Ps. |
(2,128,261 |
) |
|
|
|
|
|
|
|
F-83
\
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Roll forward analysis of shareholders equity under U.S. GAAP at December 31, 2006, 2005 and
2004:
Grupo Galicia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Total |
|
|
|
Capital |
|
|
Paid |
|
|
Shareholders |
|
|
Profit Reserves |
|
|
Comprehensive |
|
|
Retained |
|
|
Shareholders |
|
|
|
Stock |
|
|
in Capital |
|
|
Equity |
|
|
Legal |
|
|
Other |
|
|
Income (loss) |
|
|
Earnings |
|
|
Equity |
|
Balance at December 31, 2003 |
|
Ps. |
1,092,407 |
|
|
Ps. |
86,568 |
|
|
Ps. |
1,418,854 |
|
|
Ps. |
29,493 |
|
|
Ps. |
|
|
|
Ps. |
223,143 |
|
|
Ps. |
(7,303,801 |
) |
|
Ps. |
(4,453,336 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution of retained earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized appreciation of
available-for-sale securities, net of
tax and minority interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,048,731 |
|
|
|
|
|
|
|
1,048,731 |
|
Capital Increase |
|
|
149,000 |
|
|
|
61,026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
210,026 |
|
Net loss for the year under U.S. GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,086 |
) |
|
|
(1,086 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2004 |
|
Ps. |
1,241,407 |
|
|
Ps. |
147,594 |
|
|
Ps. |
1,418,854 |
|
|
Ps. |
29,493 |
|
|
Ps. |
|
|
|
Ps. |
1,271,874 |
|
|
Ps. |
(7,304,887 |
) |
|
Ps. |
(3,195,665 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution of retained earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized appreciation of
available-for-sale securities, net of
tax and minority interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
336,376 |
|
|
|
|
|
|
|
336,376 |
|
Absorption approved by the
shareholders meeting on April 28, 2005 |
|
|
|
|
|
|
(147,594 |
) |
|
|
(1,124,600 |
) |
|
|
(29,493 |
) |
|
|
|
|
|
|
|
|
|
|
1,301,687 |
|
|
|
|
|
Net income for the year under U.S. GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
731,028 |
|
|
|
731,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005 |
|
Ps. |
1,241,407 |
|
|
Ps. |
|
|
|
Ps. |
294,254 |
|
|
Ps. |
|
|
|
Ps. |
|
|
|
Ps. |
1,608,250 |
|
|
Ps. |
(5,272,172 |
) |
|
Ps. |
(2,128,261 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution of retained earnings by
the shareholders meeting on April
27, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal Reserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,855 |
|
|
|
|
|
|
|
|
|
|
|
(34,855 |
) |
|
|
|
|
Discretionary Reserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,383 |
|
|
|
|
|
|
|
(72,383 |
) |
|
|
|
|
Unrealized depreciation of
available-for-sale securities, net of
tax and minority interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,251,449 |
) |
|
|
|
|
|
|
(1,251,449 |
) |
Premium for trading of shares in own
portfolio |
|
|
|
|
|
|
606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
606 |
|
Net income for the year under U.S. GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,524,913 |
|
|
|
3,524,913 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006 |
|
Ps. |
1,241,407 |
|
|
Ps. |
606 |
|
|
Ps. |
294,254 |
|
|
Ps. |
34,855 |
|
|
Ps. |
72,383 |
|
|
Ps. |
356,801 |
|
|
Ps. |
(1,854,497 |
) |
|
Ps. |
145,809 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
SFAS 130 Reporting Comprehensive Income establishes standards for reporting and the display of
comprehensive income and its components (revenues, expenses, gains and losses) in the financial
statements. Comprehensive income is the total of net income and all transactions, and other events
and circumstances from non-owner sources.
The following disclosure presented for the fiscal years ended December 31, 2006, 2005 and 2004,
shows all periods restated to conform SFAS 130:
F-84
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Income Statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Income |
|
Ps. |
5,436,338 |
|
|
Ps. |
2,958,678 |
|
|
Ps. |
1,448,708 |
|
Financial Expenditures |
|
|
1,843,574 |
|
|
|
1,845,929 |
|
|
|
1,167,444 |
|
Net Financial Income |
|
|
3,592,764 |
|
|
|
1,112,749 |
|
|
|
281,264 |
|
Provision for Loan Losses |
|
|
160,262 |
|
|
|
113,496 |
|
|
|
209,959 |
|
Income from Services |
|
|
837,340 |
|
|
|
628,968 |
|
|
|
530,144 |
|
Expenditures from Services |
|
|
180,408 |
|
|
|
121,305 |
|
|
|
92,759 |
|
Administrative Expenses |
|
|
982,843 |
|
|
|
770,874 |
|
|
|
615,063 |
|
Net Income / (Loss) from Financial Brokerage |
|
|
3,106,591 |
|
|
|
736,042 |
|
|
|
(106,373 |
) |
Minority Interests |
|
|
2,670 |
|
|
|
(2,577 |
) |
|
|
3,228 |
|
Miscellaneous Income |
|
|
326,308 |
|
|
|
282,845 |
|
|
|
514,606 |
|
Miscellaneous Losses |
|
|
187,772 |
|
|
|
265,980 |
|
|
|
377,123 |
|
Net Income / (Loss) before Income tax |
|
|
3,247,797 |
|
|
|
750,330 |
|
|
|
34,338 |
|
Income Tax |
|
|
277,116 |
|
|
|
(19,302 |
) |
|
|
(35,424 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (loss) under U.S. GAAP |
|
|
3,524,913 |
|
|
|
731,028 |
|
|
|
(1,086 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses) on securities |
|
|
(1,251,449 |
) |
|
|
336,376 |
|
|
|
1,048,731 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
|
(1,251,449 |
) |
|
|
336,376 |
|
|
|
1,048,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
Ps. |
2,273,464 |
|
|
Ps. |
1,067,404 |
|
|
Ps. |
1,047,645 |
|
|
|
|
|
|
|
|
|
|
|
Accumulated non-owner changes in equity (accumulated other comprehensive income) as of
December 31, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Boden 2012 Bonds Compensatory Bond |
|
|
89,441 |
|
|
|
104,757 |
|
|
|
269,009 |
|
Bogar Bonds |
|
|
168,908 |
|
|
|
1,531,789 |
|
|
|
1,010,200 |
|
GalTrust I |
|
|
(7,443 |
) |
|
|
(74,673 |
) |
|
|
(7,335 |
) |
Discount Bonds |
|
|
125,251 |
|
|
|
56,581 |
|
|
|
|
|
Other assets |
|
|
(19,356 |
) |
|
|
(10,204 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income |
|
Ps. |
356,801 |
|
|
Ps. |
1,608,250 |
|
|
Ps. |
1,271,874 |
|
F-85
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Concentration of risk Total exposure to the public sector Argentine government and
provinces
The Group has significant exposure to the Argentine national government and provinces in the form
of government securities net positions, secured loans and other debt obligations. As of December
31, 2006 and 2005, the Group had the following bonds and loans outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
December 31, 2005 |
|
|
Argentine |
|
|
|
|
|
|
Argentine |
|
|
|
|
Banking |
|
|
|
|
|
|
Banking |
|
|
|
|
GAAP |
|
U.S. GAAP |
|
|
GAAP |
|
U.S. GAAP |
Argentine national
government loans |
|
Ps. |
2,846,253 |
|
|
Ps. |
2,576,512 |
|
|
|
Ps. |
5,341,756 |
|
|
Ps. |
4,492,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentine provincial debt |
|
|
366,519 |
|
|
|
337,328 |
|
|
|
|
3,823,299 |
|
|
|
3,366,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Argentine
public-sector receivables |
|
|
249,223 |
|
|
|
221,782 |
|
|
|
|
340,270 |
|
|
|
320,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Galtrust I (securitization
of Provincial Loans) |
|
|
568,095 |
|
|
|
355,721 |
|
|
|
|
536,509 |
|
|
|
253,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensatory bond received |
|
|
3,582,858 |
|
|
|
3,394,991 |
|
|
|
|
987,951 |
|
|
|
876,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds to be received (1) (2) |
|
|
401,335 |
|
|
|
394,531 |
|
|
|
|
4,154,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (3) |
|
|
883,280 |
|
|
|
644,018 |
|
|
|
|
1,229.763 |
|
|
|
845,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Ps. |
8,897,563 |
|
|
Ps. |
7,924,883 |
|
|
|
Ps. |
16.414,537 |
|
|
Ps. |
10,156,003 |
|
|
|
|
|
|
|
|
|
|
(1) |
|
The advance to be requested from the Argentine Central Bank for the acquisition of the Hedge
Bond was recorded in Other Liabilities Resulting from Financial Brokerage Other, for Ps. 336,838
as of December 31, 2006. The above-mentioned advance was Ps. 3,296,649 as of December 31, 2005. Under
U.S.GAAP, the Hedge Bond and the related advance have been eliminated as of December 31, 2005. As
of December 31, 2006 the hedge bond pending to be received and the related advance was accounted
for at fair value, as an option contract in accordance with SFAS 133. |
|
(2) |
|
Includes the Hedge Bond to be received as of December 31, 2006 and 2005,. |
|
(3) |
|
Includes bonds such as Fiscal Credit Certificates and other national government bonds. |
Risks and Uncertainties
As of December 31, 2006, the Banks exposure to the Argentine public sector, including Boden 2012
Bonds corresponding to the Compensatory Bond and the Hedge Bond,
represented approximately 37.65%
of the total Groups assets. Although the Banks exposure to the Argentine public sector consists
of performing assets, the realization of the Banks assets, its income and cash flow generation
capacity and future financial condition is dependent on the Argentine government ability to comply
with its payment obligations.
Argentine Central Banks Communiqué A 3911 and supplementary regulations state that, as of
January 2006, the total exposure of financial institutions to the non-financial public sector must
not exceed 40% of their total assets. As of July 2007, the exposure is not to exceed 35%.
In accordance with the regulations, the Bank has presented the corresponding adjustment plan, which
was accepted by the Argentine Central Bank on February 28, 2006.
As of December 31, 2006, the Bank was in compliance with the guidelines committed by said plan.
F-86
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
U.S. GAAP estimates
Valuation reserves, impairment charges and estimates of market values on assets and step up bonds
discounting, as established by the Group for U.S. GAAP purposes are subject to significant
assumptions of future cash flows and interest rates for discounting such cash flows. Losses on the
exchange of government and provincial bonds and on retained interests in securitization trusts were
significantly affected by higher discount rates as of December 31, 2003 and 2002. However discount
rates decreased as of December 31, 2006, 2005 and 2004. Should the discount rates change in future
years, the carrying amounts and charges to income and shareholders equity deficit will also
change. In addition, as estimates of future cash flows change, so too will the carrying amounts
which are dependent on such cash flows. It is possible that changes to the carrying amounts of
loans, investments and other assets will be adjusted in the near term in amounts that are material
to the Groups financial position and results of income.
40. Parent only Financial Statements
The following are the unconsolidated balance sheets of Grupo Galicia as of December 31, 2006 and
2005 and the related unconsolidated statements of income, and cash flows for the fiscal years ended
December 31, 2006, 2005 and 2004.
F-87
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Balance sheet (Parent Company only)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
ASSETS |
|
|
|
|
|
|
|
|
A. Cash and due from banks |
|
|
|
|
|
|
|
|
Cash |
|
Ps. |
49 |
|
|
Ps. |
581 |
|
Banks and correspondents |
|
|
82 |
|
|
|
69 |
|
|
|
|
|
|
|
|
|
|
Ps. |
131 |
|
|
Ps. |
650 |
|
B. Government and corporate securities |
|
|
|
|
|
|
|
|
Investments in quoted corporate securities |
|
|
325,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
325,335 |
|
|
Ps. |
|
|
|
|
|
|
|
|
|
|
|
C. Loans |
|
|
|
|
|
|
|
|
To the financial sector |
|
|
14,365 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ps. |
14,365 |
|
|
Ps. |
|
|
|
|
|
|
|
|
|
|
|
D. Other receivables resulting from financial brokerage |
|
|
|
|
|
|
|
|
Other receivables not included in the debtor classification
Regulations |
|
|
2,484 |
|
|
|
238,901 |
|
Other receivables included in the debtor classification
Regulations |
|
|
13,089 |
|
|
|
7,197 |
|
Accrued interest receivable included in the debtor
Classification regulations |
|
|
23 |
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
Ps. |
15,596 |
|
|
Ps. |
246,124 |
|
F. Equity investment in other companies |
|
|
|
|
|
|
|
|
In financial institutions |
|
|
1,208,450 |
|
|
|
1,316,602 |
|
Other |
|
|
50,327 |
|
|
|
42,117 |
|
|
|
|
|
|
|
|
|
|
Ps. |
1,258,777 |
|
|
Ps. |
1,358,719 |
|
|
|
|
|
|
|
|
|
|
G. Miscellaneous receivables |
|
|
|
|
|
|
|
|
Other accrued interest receivables |
|
|
|
|
|
|
8 |
|
Other |
|
|
2,122 |
|
|
|
44,644 |
|
|
|
|
|
|
|
|
|
|
Ps. |
2,122 |
|
|
Ps. |
44,652 |
|
|
|
|
|
|
|
|
|
|
H. Bank premises and equipment |
|
|
3,014 |
|
|
|
3,066 |
|
|
|
|
|
|
|
|
|
|
J. Intangible assets |
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
684 |
|
Organization and development expenses |
|
|
14 |
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
Ps. |
14 |
|
|
Ps. |
703 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
Ps. |
1,619,354 |
|
|
Ps. |
1,653,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
O. Miscellaneous liabilities |
|
|
|
|
|
|
|
|
Directors and Syndics fees |
|
Ps. |
113 |
|
|
Ps. |
158 |
|
Other |
|
|
10,773 |
|
|
|
26,980 |
|
|
|
|
|
|
|
|
|
|
|
10,886 |
|
|
|
27,138 |
|
|
|
|
|
|
|
|
Total Liabilities |
|
Ps. |
10,886 |
|
|
Ps. |
27,138 |
|
SHAREHOLDERS EQUITY |
|
Ps. |
1,608,468 |
|
|
Ps. |
1,626,776 |
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity |
|
Ps. |
1,619,354 |
|
|
Ps. |
1,653,914 |
|
|
|
|
|
|
|
|
F-88
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Statement of Income (Parent Company only)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2006 |
|
2005 |
|
2004 |
A. Financial income |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on loans granted to the financial sector |
|
|
54 |
|
|
|
|
|
|
|
|
|
Interest on other receivables resulting from
financial brokerage |
|
Ps. |
665 |
|
|
Ps. |
9,700 |
|
|
Ps. |
6,911 |
|
Net income from government and corporate securities |
|
|
114,641 |
|
|
|
238 |
|
|
|
|
|
Consumer price index adjustment (CER / CVS) |
|
|
|
|
|
|
6 |
|
|
|
9 |
|
Other |
|
|
3,100 |
|
|
|
279 |
|
|
|
6,548 |
|
|
|
|
|
|
Ps. |
118,460 |
|
|
Ps. |
10,223 |
|
|
Ps. |
13,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B. Financial expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from government and corporate securities |
|
|
|
|
|
Ps. |
|
|
|
Ps. |
383 |
|
Other |
|
|
53 |
|
|
|
334 |
|
|
|
|
|
|
|
|
|
|
Ps. |
53 |
|
|
Ps. |
334 |
|
|
Ps. |
383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross brokerage margin |
|
|
118,407 |
|
|
|
9,889 |
|
|
|
13,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F. Administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Personnel expenses |
|
|
2,149 |
|
|
|
2,446 |
|
|
|
998 |
|
Directors and syndics fees |
|
|
702 |
|
|
|
664 |
|
|
|
249 |
|
Other fees |
|
|
2,033 |
|
|
|
2,762 |
|
|
|
1,059 |
|
Taxes |
|
|
704 |
|
|
|
865 |
|
|
|
9,392 |
|
Other operating expenses |
|
|
613 |
|
|
|
1,754 |
|
|
|
1,384 |
|
Other |
|
|
4,265 |
|
|
|
4,390 |
|
|
|
380 |
|
|
|
|
|
|
Ps. |
10,466 |
|
|
Ps. |
12,881 |
|
|
Ps. |
13,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income / (Loss) from financial brokerage |
|
Ps. |
107,941 |
|
|
Ps. |
(2,992 |
) |
|
Ps. |
(377 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
H. Miscellaneous income |
|
|
|
|
|
|
|
|
|
|
|
|
Net income on long-term investments |
|
|
|
|
|
|
215,531 |
|
|
|
|
|
Loans recovered and allowances reversed |
|
|
640 |
|
|
|
1,384 |
|
|
|
811 |
|
Other |
|
|
1,111 |
|
|
|
129 |
|
|
|
991 |
|
|
|
|
|
|
Ps. |
1,751 |
|
|
Ps. |
217,044 |
|
|
Ps. |
1,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I. Miscellaneous losses |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss on long-term investments (1) |
|
|
81,238 |
|
|
|
|
|
|
|
93,617 |
|
Other |
|
|
1,723 |
|
|
|
139,197 |
|
|
|
4,706 |
|
|
|
|
|
|
Ps. |
82,961 |
|
|
Ps. |
139,197 |
|
|
Ps. |
98,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income / (Loss) before tax |
|
|
26,731 |
|
|
|
74,855 |
|
|
|
(96,898 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Income tax |
|
Ps. |
45,645 |
|
|
Ps. |
(32,383 |
) |
|
Ps. |
12,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the period |
|
Ps. |
(18,914 |
) |
|
Ps. |
107,238 |
|
|
Ps. |
(109,871 |
) |
|
|
|
|
|
|
(1) |
|
Includes the foreign currency position compensation. |
F-89
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
Statement of cash flows (Parent Company only)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2006 |
|
2005 |
|
2004 |
CHANGES IN CASH |
|
|
|
|
|
|
|
|
|
|
|
|
Cash at the beginning of the period |
|
Ps. |
650 |
|
|
Ps. |
540 |
|
|
Ps. |
1,164 |
|
Increase / (decrease) in cash |
|
|
(519 |
) |
|
|
110 |
|
|
|
(624 |
) |
|
|
|
Cash at end of period |
|
|
131 |
|
|
|
650 |
|
|
|
540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in) operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses paid |
|
|
(31,146 |
) |
|
|
(68,228 |
) |
|
|
(9,347 |
) |
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
Other operating income received |
|
|
18,387 |
|
|
|
23,732 |
|
|
|
10,301 |
|
|
|
|
Cash provided by (used in) operating activities |
|
Ps. |
(12,759 |
) |
|
Ps. |
(44,496 |
) |
|
Ps. |
954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other sources of cash |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
613 |
|
|
|
350 |
|
|
|
438 |
|
Increase in short-term investment |
|
|
11,130 |
|
|
|
46,825 |
|
|
|
1,030 |
|
Other sources of cash |
|
|
546 |
|
|
|
161 |
|
|
|
32 |
|
|
|
|
Other sources of cash |
|
Ps. |
12,289 |
|
|
Ps. |
47,336 |
|
|
Ps. |
1,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other uses of cash |
|
|
|
|
|
|
|
|
|
|
|
|
Increase in short-term loans |
|
|
|
|
|
|
(635 |
) |
|
|
(2,223 |
) |
Increase in fixed assets |
|
|
(42 |
) |
|
|
(17 |
) |
|
|
(65 |
) |
Increase in long-term investments |
|
|
(7 |
) |
|
|
(2,078 |
) |
|
|
(790 |
) |
|
|
|
Total other uses of cash |
|
Ps. |
(49 |
) |
|
Ps. |
(2,730 |
) |
|
Ps. |
(3,078 |
) |
|
|
|
Increase / (decrease) in cash |
|
Ps. |
(519 |
) |
|
Ps. |
110 |
|
|
Ps. |
(624 |
) |
|
|
|
The accompanying condensed financial statements have been prepared in accordance with
Argentine Banking GAAP. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with Argentine Banking GAAP have been condensed or omitted. The
Companys majority-owned subsidiaries are recorded using the equity method of accounting. The
footnotes disclosures contain supplemental information relating to the operations of Grupo
Galicia; as such, these financial statements should be read in conjunction with the notes to the
consolidated financial statements of the Company.
New authoritative pronouncements
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or expected to be taken in
a tax return. The Interpretation also provides guidance on derecognition, classification, interest
and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective in
fiscal years beginning after December 15, 2006. The provisions of FIN 48 are to be applied to all
tax positions upon initial adoption, with the cumulative effect adjustment reported as an
adjustment to the opening balance of retained earnings. We are evaluating the material impact, if
any, that the adoption of FIN 48 will have on our consolidated financial statements.
In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the Effects of
Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB
108). SAB 108 provides guidance on how prior year misstatements should be considered when
quantifying
F-90
Grupo Financiero Galicia S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2006, 2005 and 2004
(Expressed in thousands of Argentine pesos)
misstatements in the current years financial statements. The SAB requires registrants to quantify
misstatements using both a balance sheet and an income statement approach and evaluate whether
either approach results in quantifying a misstatement that, when all relevant quantitative and
qualitative factors are considered, is material. SAB 108 does not change the guidance in SAB 99,
Materiality, when evaluating the materiality of misstatements. SAB 108 is effective for fiscal
years ending after November 15, 2006. Upon initial application, SAB 108 permits a one-time
cumulative effect adjustment to beginning retained earnings. There was no effect to the Banks
financial statements resulting from the adoption of SAB 108.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157
defines fair value, establishes a framework for measuring fair value under other accounting
pronouncements that permit or require fair value measurements, changes the methods used to measure
fair value and expands disclosures about fair value measurements. Disclosures are required to
provide information on the extent to which fair value is used to measure assets and liabilities;
the inputs used to develop measurements; and the effect of certain of the measurements on earnings
(or changes in net assets). SFAS 157 nullifies the guidance in EITF Issue No. 02-3, Issues
Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in
Energy Trading and Risk Management Activities which prohibited the recognition of gains and losses
at the inception of a derivative transaction in the absence of observable market data. SFAS 157
eliminates the use of a blockage factor for fair value measurements of financial instruments
trading in an active market. SFAS 157 is effective for fiscal years beginning after November 15,
2007 and interim periods within those fiscal years. Early adoption, as of the beginning of an
entitys fiscal year, is also permitted, provided interim financial statements have not yet been
issued. We are evaluating the potential impact, if any, that the adoption of SFAS 157 will have on
our consolidated financial statements
In February 2007, the FASB issued SFAS No. 159 The Fair Value Option for Financial Assets and
Financial Liabilities Including an Amendment of FASB Statement No. 115, which provides a fair
value option to measure many financial instruments and certain other assets and liabilities at fair
value on an instrument-by-instrument basis. SFAS No. 159 is effective for the Bank beginning in the
2008 first quarter. We are evaluating the impact that the adoption of SFAS 159 will have on our
consolidated financial statements.
F-91
EXHIBIT INDEX
|
|
|
Exhibit |
|
Description |
|
1.1
|
|
Unofficial English language translation of the By-laws (estatutos sociales). **** |
|
|
|
2.1
|
|
Form of Deposit Agreement between The Bank of New York and the registrant, including the form
of American Depositary Receipt.* |
|
|
|
2.2
|
|
Indenture, dated as of May 18, 2004, among the Bank, The Bank of New York and Banco Rio de la
Plata S.A.** |
|
|
|
4.1
|
|
English translation of form of Financial Trust Contract, dated April 16, 2002, among the
Bank, Banco Provincia de Buenos Aires and BAPRO Mandatos y Negocios S.A.*** |
|
|
|
4.2
|
|
English translation of form of Loan Agreement, dated March 21, 2002, by and between Seguro de
Depositos S.A. and the Bank.*** |
|
|
|
4.4
|
|
Form of Restructured Loan Facility (as evidenced by the Note Purchase Agreement, dated as of
April 27, 2004, among Banco de Galicia y Buenos Aires S.A., Barclays Bank PLC, the holders
party thereto and Deutsche Bank Trust Company Americas).** |
|
|
|
4.5
|
|
Form of Amendment No. 1 and Waiver to Restructured Loan Facility (as evidenced by the
Amendment No. 1 and Waiver to Note Purchase Agreement, dated as of December 20, 2004, among
Banco de Galicia y Buenos Aires S.A., the holders party thereto and Deutsche Bank Trust
Company Americas). **** |
|
|
|
4.6
|
|
Form of Second Amendment to Restructured Loan Facility (as evidenced by the Second
Amendment to the Note Purchase Agreement, dated as of August 25, 2006, among Banco de
Galicia y Buenos Aires S.A., the holders party thereto and Deutsche Bank Trust Company
Americas). |
|
|
|
8.1
|
|
For a list of our subsidiaries as of the end of the fiscal year covered by this annual
report, please see Item 4. Information on the CompanyOrganizational Structure. |
|
|
|
12.1
|
|
Certification of the principal executive officer required under Rule 13a-14(a) or Rule
15d-14(a), pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
|
|
|
12.2
|
|
Certification of the principal financial officer required under Rule 13a-14(a) or Rule
15d-14(a), pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
|
|
|
13.1
|
|
Certification of the principal executive officer required pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
|
|
|
13.2
|
|
Certification of the principal financial officer required pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
|
|
|
*
|
|
Incorporated by reference from our Registration Statement on Form F-4 (333-11960).
|
|
|
|
**
|
|
Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31,
2003. |
|
|
|
***
|
|
Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31,
2002. |
|
|
|
****
|
|
Incorporated by reference from our Annual Report on Form 20-F for the year ended
December 31, 2004. |