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, 2007 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—C1004AAI, Argentina Telephone: (+54-11-5222-6730) Facsimile: (+54-11-5222-7826) (Name, telephone, e-mail and/or facsimile number 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 672,707,767 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 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, Esq. Antonia E. Stolper, Esq. Bruchou, Fernández Madero& Lombardi Shearman & Sterling LLP Ing. Butty 275, 12 th Floor 599 Lexington Avenue C1001AFA — Buenos Aires, Argentina New York, New York 10022 Table of contents PART I 1 Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 12 Item 5. Operating and Financial Review and Prospects 55 Item 6. Directors, Senior Management and Employees 75 Item 7. Major Shareholders and Related Party Transactions 82 Item 8. Financial Information 84 Item 9. The Offer and Listing 85 Item 10. Additional Information 88 Item 11. Quantitative and Qualitative Disclosure About Market Risk 96 Item 12. Description of Securities Other Than Equity Securities 97 PART II 98 Item 13. Defaults, Dividend Arrearages and Delinquencies 98 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 98 Item 15. Controls and Procedures 98 Item 16A. Audit Committee Financial Expert 100 Item 16B. Code of Ethics 100 Item 16C. Principal Accountant Fees and Services 100 Item 16D. Exemptions from the Listing Standards for Audit Committees 101 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 101 PART III 101 Item 17. Financial Statements 101 Item 18. Financial Statements 101 Item 19. Exhibits 102 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 “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” refers to the federal government of Argentina and the term “Central Bank” refers to the Banco Central de la República Argentina, or the Argentine Central Bank. The terms “U.S. dollar" and “U.S. dollars" and the symbol “US$” refer to the legal currency of the United States. The terms "peso" and “pesos” and the symbol “Ps.” refer to the legal currency of Argentina. “U.S. GAAP" refers to generally accepted accounting principles in the United States, “Argentine GAAP" refers to generally accepted accounting principles in Argentina and "Central Bank Rules" refers to the accounting rules of the Central Bank. The term “GDP” refers to gross domestic product and all references in this annual report to GDP growth are to real GDP growth. Presentation of certain financial and other information. Accounting practices We maintain our financial books and records in Argentine pesos and prepare and publish our consolidated financial statements in Argentina in conformity with the Central Bank Rules, which differ in certain significant respects from U.S. GAAP and, to a certain extent, from Argentine GAAP. Our consolidated financial statements contain a description of the principal differences between Central Bank Rules and Argentine GAAP. 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. In addition, in December 2004, in May 2006 and in August 2006, we acquired Nuevo Banco Suquía S.A., Banco del Tucumán S.A. (“Banco del Tucumán”) and Nuevo Banco Bisel S.A. (“Nuevo Banco Bisel”), respectively, which significantly enhanced the size and scope of our business. As a result of our acquisition of Nuevo Banco Suquía S.A. (“Nuevo Banco Suquía”), our results of operations for the year ended December 31, 2004 differ significantly from our results of operations for the year ended December 31, 2005 and as a result of our acquisitions of Banco del Tucumán and Nuevo Banco Bisel, our results of operations for the year ended December 31, 2005 are not entirely comparable to our results of operations for the year ended December 31, 2006. Additionally, our results of operations for the year ended December 31, 2007 reflect the results of Banco del Tucumán and Nuevo Banco Bisel for the entire year. 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. Our audited consolidated financial statements for the three years ended December 31, 2007 included in this annual report have been reconciled to U.S.