BANCO MACRO S.A. (Exact Name of Registrant As Specified in Its Charter)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 or Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2009 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to or Shell Company Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of the event requiring this shell company report. Commission file number: 001-32827 BANCO MACRO S.A. (Exact Name of Registrant as Specified in its Charter) Macro Bank, Inc. (Translation of registrant’s name into English) Argentina (Jurisdiction of incorporation or organization) Sarmiento 447, City of Buenos Aires, Argentina (Address of registrant’s principal executive offices) Jorge Scarinci Financial and Investor Relations Manager Banco Macro S.A. 401 Sarmiento, 4th Floor Buenos Aires—C1041AAI, Argentina Telephone: (+54-11-5222-6730) Facsimile: (+54-11-5222-7826) (Name, telephone, e-mail and/or facsimile member and address of company contact person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange On Which Registered American Depositary Shares New York Stock Exchange Class B ordinary shares, par value Ps. 1.00 per share New York Stock Exchange(*) 9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds Due 2036 8.50% Notes Due 2017 10.750% Argentine Peso-Linked Notes Due 2012 (*) Ordinary shares of Banco Macro S.A. are not listed for trading but only in connection with the registration of American Depositary Shares which are evidenced by American Depositary Receipts. 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: 9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds Due 2036 8.50% Notes Due 2017 10.750% Argentine Peso-Linked Notes Due 2012 Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 11,235,670 Class A ordinary shares, par value Ps. 1.00 per share 583,249,498 Class B ordinary shares, par value Ps. 1.00 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No 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 No 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 No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No 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 large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Other Standards as issued by the International Accounting Standards Board If “Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Indicate by check mark which financial statement item the registrant has elected to follow: Item 17 Item 18 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 No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 23 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court. Yes No Please send copies of notices and communications from the Securities and Exchange Commission to: Hugo N. L. Bruzone Andrés de la Cruz Bruchou, Fernández Madero & Lombardi Cleary Gottlieb Steen & Hamilton LLP Ing. Butty 275, 12th Floor One Liberty Plaza C1001AFA — Buenos Aires, Argentina New York, New York 10006-1470 Table of Contents Page PART I 3 Item 1. Identity of Directors, Senior Management and Advisers 3 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 3 Item 4. Information on the Bank 16 Item 4A. Unresolved Staff Comments 58 Item 5. Operating and Financial Review and Prospects 58 Item 6. Directors, Senior Management and Employees 76 Item 7. Major Shareholders and Related Party Transactions 86 Item 8. Financial Information 88 Item 9. The Offer and Listing 90 Item 10. Additional Information 91 Item 11. Quantitative and Qualitative Disclosure About Market Risk 100 Item 12. Description of Securities Other Than Equity Securities 101 PART II 102 Item 13. Defaults, Dividend Arrearages and Delinquencies 102 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 102 Item 15. Controls and Procedures 103 Item 16A. Audit Committee Financial Expert 104 Item 16B. Code of Ethics 104 Item 16C. Principal Accountant Fees and Services 104 Item 16D. Exemptions from the Listing Standards for Audit Committees 105 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 105 Item 16F. Change in Registrant’s Certifying Accountant 107 Item 16G. Corporate Governance 107 PART III 110 Item 17. Financial Statements 110 Item 18. Financial Statements 110 Item 19. Exhibits 110 Certain defined terms In this annual report, we use the terms “the registrant,” “we,” “us,” “our” and the “Bank” to refer to Banco Macro S.A. and its subsidiaries, on a consolidated basis. References to “Banco Macro” refer to Banco Macro S.A. on an individual basis. References to “Class B shares” refer to shares of our Class B common stock and references to “ADSs” refer to American depositary shares representing our Class B shares, except where the context requires otherwise. References to our “2036 Notes” refer to our 9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds due 2036. References to our “2017 Notes” refer to our 8.50% Notes due 2017. References to our “2012 Notes” refer to our 10.750% Argentine Peso-Linked Notes due 2012. The term “Argentina” refers to the Republic of Argentina. The terms “Argentine government” or the “government” refer to the federal government of the Republic of Argentina, and the term “Central Bank” refers to the Banco Central de la República Argentina, or the Argentine Central Bank. The terms “U.S. dollar” and “U.S. dollars” and the symbol “US$” refer to the legal currency of the United States. The terms “peso” and “pesos” and the symbol “Ps.” refer to the legal currency of Argentina. “U.S. GAAP” refers to generally accepted accounting principles in the United States, “Argentine GAAP” refers to generally accepted accounting principles in Argentina and “Central Bank Rules” refers to the accounting rules of the Central Bank. The term “GDP” refers to gross domestic product and all references in this annual report to GDP growth are to real GDP growth. The term “CER”, or benchmark stabilization coefficient, is an index issued by the Argentine government which is used to adjust value of credits and deposits in foreign currency to reflect their value as prior to mandatory pesification set forth by the Argentine government on February 3, 2002. This index is based on the consumer price index published by the national institute of statistics and census (INDEC). Presentation of certain financial and other information. Accounting practices We maintain our financial books and records in pesos and prepare and publish our consolidated financial statements in Argentina in conformity with Central Bank Rules, which differ in certain significant respects from U.S. GAAP and, to a certain extent, from Argentine GAAP. Our consolidated financial statements contain a description of the principal differences between Central Bank Rules and Argentine GAAP. Under Central Bank Rules, our financial statements were adjusted to account for the effects of wholesale-price inflation in Argentina for the periods through February 28, 2003. For the periods subsequent to February 28, 2003, the inflation adjustments were no longer applied to our financial statements under Central Bank Rules, as inflation returned to normalized levels during 2003. Given the instability and regulatory and economic changes that Argentina has experienced since the beginning of the economic crisis in 2001 as well as our acquisitions, the financial information set forth in this annual report may not be fully indicative of our anticipated results of operations or business prospects after the dates indicated. These factors also affect comparability among periods.